<PAGE>
As filed with the Securities and Exchange Commission on December 12, 1996
                                               Registration No. 333-  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                --------------------- 
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

                         VITAFORT INTERNATIONAL CORPORATION
               (Exact name of Registrant as specified in its charter)

         DELAWARE                                         68-0110509
(State or other jurisdiction                           (I.R.S. employer
of incorporation or organization)                      identification no.)

1800 AVENUE OF THE STARS, SUITE 480
      LOS ANGELES, CALIFORNIA                      90067
(Address of principal executive offices)          (Zip Code)
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ROBERT LUKE
            CONSULTING AGREEMENT BETWEEN THE REGISRANT AND CHRIS MEYER
          CUNSULTING AGREEMENT BETWEEN THE REGISTRANT AND ANDREW HARRISON
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND BRUCE BARREN
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND SCOTT SANDERS
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND THOMAS R. MYERS
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND TERRY KNABE
              CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND LEE SACKS
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ALLAN ZACKLER
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JEFF KOSSACK
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND RICHARD SCHUSTER
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ARNOLD PLOSKIN
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND CARRINGTON GARRETT
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND KARYNE BOZARJIAN
               CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND PETER RICH
              CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND THEO BRADFORD
                                  (Full title of the plans)
                                 MR. MARK BEYCHOK, PRESIDENT
                              VITAFORT INTERNATIONAL CORPORATION
                             1800 AVENUE OF THE STARS, SUITE 1114
                                 LOS ANGELES, CALIFORNIA 90067
                            (Name and address of agent for service)
                                         (310) 552-6393
                  Telephone number, including area code, of agent for service

<PAGE>

                                              Copy to:
                                       FRANK J. HARITON, ESQ.
                                    485 MADISON AVENUE-9TH FLOOR
                                      NEW YORK, NEW YORK 10022
                                           (212) 752-7200

                                  CALCULATION OF REGISTRATION FEE
                                     
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                       Proposed    Proposed        
                                        Maximum     Maximum          Amount of 
Title of Securities to  Amount to be     Price     Aggregate       Registration
be registered            Registered    Per Share*  Offering Price*      Fee**  
-------------------------------------------------------------------------------
Common Stock,
 par value
$.0001 per
   share                  375,000        $1.405       $526,875        $181.68
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
*    Based upon the average of the bid and asked prices of the Registrant's
Common Stock as reflected on the Electronic Bulletin Board on December 6, 1996
in the case of per share data and based upon the aggregate of the foregoing
stock price in the case of aggregate data.

**   Calculated pursuant to Rule 457(h).

<PAGE>


INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
          
(a)  Vitafort International Corporation's (the "Company") Annual Report on Form
10-KSB for the year ended December 31, 1995, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)  The Company's Quarterly Reports on Form 10-QSB for the quarters ended March
31, 1996,  June 30, 1996 and September 30, 1996, filed pursuant to Section 13(a)
or 15(d) of the Exchange Act. 

(c)  The Company's Current Reports on Form 8-K, dated May 2, 1996 and August 15,
1996, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

(d)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document referred to in (a)
above.

(e)  The Prospectus of the Company filed by the Company on December 19, 1989
which contains a description of the Company's Common Stock.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all such securities then unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Frank J. Hariton, Esq. owns: (i) 7,977 shares of the Company's common
stock; (ii) 800 of the Company's redeemable warrants; (iii) 3,333 common stock
purchase options exercisable at $4.50 and; (iv) 3,333 common stock purchase
options exercisable at $6.00.  
 
Item 6.   Indemnification of Directors and Officers.

     Article Seventh of the Company's Certificate of Incorporation provides for
indemnification of the Company's officers and directors to the fullest extent
permitted under the General Corporation Law of the State of Delaware ("DGCL").


                                        II-1

<PAGE>
          SECTION 145 of the DGCL, as amended, applies to the Company and the
relevant portion of the DGCL provides as follows:

          145. Indemnification of Officers, Directors, Employees and Agents;
               Insurance.

               (a)  A corporation may indemnify any person who was or
          is a party or is threatened to be made a party to any
          threatened, pending or completed action, suit or proceeding,
          whether civil, criminal, administrative or investigative
          (other than an action by or in the right of the corporation)
          by reason of the fact that he is or was a director, officer,
          employee or agent of the corporation, or is or was serving
          at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise, against expenses
          (including attorneys' fees), judgments, fines and amounts
          paid in settlement actually and reasonably incurred by him
          in connection with such action, suit or proceeding if he
          acted in good faith and in a manner he reasonably believed
          to be in or not opposed to the best interests of the
          corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct
          was unlawful. The termination of any action, suit or
          proceeding by judgment, order, settlement, conviction, or
          upon a plea of nolo contendere or its equivalent, shall not,
          of itself, create a presumption that the person did not act
          in good faith and in a manner which he reasonably believed
          to be in or not opposed to the best interests of the
          corporation, and, with respect to any criminal action or
          proceeding, had reasonable cause to believe that his conduct
          was unlawful.

               (b)  A corporation may indemnify any person who was or
          is a party or is threatened to be made a party to any
          threatened, pending or completed action or suit by or in the
          right of the corporation to procure a judgment in its favor
          by reason of the fact that he is or was a director, officer,
          employee or agent of the corporation, or is or was serving
          at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses
          (including attorneys' fees) actually and reasonably incurred
          by him in connection with the defense or settlement of such
          action or suit if he acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best
          interests of the corporation and except that no
          indemnification shall be made in respect of any claim, issue
          or matter as to which such person shall have been adjudged
          to be liable to the corporation unless and only to the
          extent that the Court of Chancery or the court in which such
          action or suit was brought shall determine upon application
          that, despite the adjudication of liability but in view of
          all the circumstances of the case, such person is fairly and
          reasonably entitled to indemnity for such expenses which the
          Court of Chancery or such other court shall deem proper.

                                        II-2

<PAGE>
               (c)  To the extent that a director, officer, employee
          or agent of a corporation has been successful on the merits
          or otherwise in defense of any action, suit or proceeding
          referred to in subsections (a) and (b) of this section, or
          in defense of any claim, issue or matter therein, he shall
          be indemnified against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection
          therewith.

               (d)  Any indemnification under subsections (a) and (b)
          of this section (unless ordered by a court) shall be made by
          the corporation only as authorized in the specific case upon
          a determination that indemnification of the director,
          officer, employee or agent is proper in the circumstances
          because he has met the applicable standard of conduct set
          forth in subsections (a) and (b) of this section.  Such
          determination shall be made (1) by the board of directors by
          a majority vote of a quorum consisting of directors who were
          not parties to such action, suit or proceeding, or (2) if
          such a quorum is not obtainable, or, even if obtainable a
          quorum of disinterested directors so directs, by independent
          legal counsel in a written opinion, or (3) by the
          stockholders.

               (e)  Expenses (including attorneys' fees) incurred by
          an officer or director in defending any civil, criminal,
          administrative or investigative action, suit or proceeding
          may be paid by the corporation in advance of the final
          disposition of such action, suit or proceeding upon receipt
          of an undertaking by or on behalf of such director or
          officer to repay such amount if it shall ultimately be
          determined that he is not entitled to be indemnified by the
          corporation as authorized in this section.  Such expenses
          (including attorneys' fees) incurred by other employees and
          agents may be so paid upon such terms and conditions, if
          any, as the board of directors deems appropriate.

               (f)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, the other subsections
          of this section shall not be deemed exclusive of any other
          rights to which those seeking indemnification or advancement
          of expenses may be entitled under any by-law, agreement,
          vote of stockholders or disinterested directors or
          otherwise, both as to action in his official capacity and as
          to action in another capacity while holding such office.

               (g)  A corporation shall have power to purchase and
          maintain insurance on behalf of any person who is or was a
          director, officer, employee or agent of the corporation, or
          is or was serving at the request of the corporation as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise
          against any liability asserted against him and incurred by
          him in any such capacity, or arising out of his status as
          such, whether or not the corporation would have the power to

                                        II-3

<PAGE>
          indemnify him against such liability under this section.

               (h)  For purposes of this section, references to "the
          corporation" shall include, in addition to the resulting
          corporation, any constituent corporation (including any
          constituent of a constituent) absorbed in a consolidation or
          merger which, if its separate existence had continued, would
          have had power and authority to indemnify its directors,
          officer and employees or agents, so that any person who is
          or was a director, officer, employee or agent of such
          constituent corporation, or is or was serving at the request
          of such constituent corporation as a director, officer,
          employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise, shall stand in the same
          position under this section with respect to the resulting or
          surviving corporation as he would have with respect to such
          constituent corporation if its separate existence had
          continued.

               (i)  For purpose of this section, references to "other
          enterprises" shall include employee benefit plans;
          references to "fines" shall include any excise taxes
          assessed on a person with respect to any employee benefit
          plan; and references to "serving at the request of the
          corporation" shall include any service as a director,
          officer, employee or agent of the corporation which imposes
          duties on, or involves services by, such director, officer,
          employee, or agent with respect to an employee benefit plan,
          its participants, or beneficiaries; and a person who acted
          in good faith and in a manner he reasonably believed to be
          in the interest of the participants and beneficiaries of an
          employee benefit plan shall be deemed to have acted in a
          manner "not opposed to the best interests of the
          corporation" as referred to in this section.

               (j)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, this section shall,
          unless otherwise provided when authorized or ratified,
          continue as to a person who has ceased to be a director,
          officer, employee or agent and shall inure to the benefit of
          the heirs, executors and administrators of such a person.

     The Company maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries, insuring such
persons against certain liabilities, including liabilities arising under the
securities laws.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.  Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.

                                        II-4

<PAGE>

Item 7.   Exemption from Registration Claimed.

     No "restricted securities," as defined in the instructions to Form S-8, are
being offered hereby.

Item 8.   Exhibits.

 4.l -    Certificate of Incorporation of Registrant*

 4.2 -    By-laws of Registrant*

 4.3 -    Agreement and Plan of Merger between the Registrant and Vitafort
          International Corporation, a California corporation*

 4.4 -    Certificate of Designation - Series A Preferred Stock**

 4.5 -    Certificate of Designation - Series B Preferred Stock**

 4.6 -    Certificate of Amendment to the Certificate of Incorporation,
          November 1991**

 4.7 -    Certificate of Designation - Series C Preferred Stock**

 4.8 -    Certificate of Amendment to the Certificate of Incorporation, filed
          February 8, 1994***

 4.9 -    Certificate of Designation - Series D Preferred Stock***

 4.10 -   Certificate of Amendment to the Certificate of Incorporation, filed
          November 1995 ****

 4.11 -   Specimen Stock Certificate*

 4.12 -   Specimen Redeemable Common Stock Purchase Warrant*

 4.13 -   Form of Warrant Agreement*

 4.14 -   Warrant Extension Agreement, December 18, 1992**

 4.15 -   Warrant Extension Agreement, December 18, 1994***

 4.16 -   Warrant Extension Agreement, January 18, 1995***

 4.17 -   Warrant Extension Agreement, April 3, 1995***
           
 4.18 -   Warrant Extension Agreement, May 3, 1995****

 4.19 -   Warrant Extension Agreement, June 15, 1995 ****

                                        II-5

<PAGE>

 4.20 -   Warrant Extension Agreement, July 17, 1995 ****

 4.21 -   Warrant Extension Agreement, August 16, 1995****

 4.22 -   Warrant Extension Agreement, December 31, 1995 ****
  
 4.23 -   Warrant Extension Agreement, April 30, 1996 *****

 4.24 -   Certificate of Elimination for Series A Preferred Stock, April 26, 
          1996*****

 4.25 -   Certificate of Elimination for Series D Preferred Stock, May 6, 
          1996*****

 4.26 -   Warrant Extension Agreement, July 31, 1996 

 4.27 -   Warrant Extension Agreement, September 30, 1996

 4.28 -   Warrant Extension Agreement, November 11, 1996

 4.29 -   Certificate of Amendment to the Certificate of Incorporation, dated
          October 4, 1996

 5.01 -   Opinion of Frank J. Hariton, Esq..

23.01 -   Consent of Frank J. Hariton, Esq. (included in Exhibit 5.01).

23.02 -   Consent of KMPG Peat Marwick LLP, Independent Certified Public
          Accountants.

24.01 -   Power of Attorney (contained on signature page)

99.01 -   Consulting Agreement between the Registrant and Robert Luke

99.02 -   Consulting Agreement between the Registrant and Chris Meyer

99.03 -   Consulting Agreement between the Registrant and Andrew Harrison

99.04 -   Consulting Agreement between the Registrant and Bruce Barren

99.05 -   Consulting Agreement between the Registrant and Joff Pollon

99.06 -   Consulting Agreement between the Registrant and Scott Sanders

99.07 -   Consulting Agreement between the Registrant and Thomas R Myers

99.08 -   Consulting Agreement between the Registrant and Terry Knabe

99.09 -   Consulting Agreement between the Registrant and Lee Sacks

                                        II-6

<PAGE>

99.10 -   Consulting Agreement between the Registrant and Allan Zackler

99.11 -   Consulting Agreement between the Registrant and Jeff Kossack

99.12 -   Consulting Agreement between the Registrant and Arnold Poloskin

99.13 -   Consulting Agreement between the Registrant and Richard Schuster

99.14 -   Consulting Agreement between the Registrant and Carrington Garrett

99.15 -   Consulting Agreement between the Registrant and Karyne Bozarjian

99.16 -   Consulting Agreement between the Registrant and Peter Rich

99.17 -   Consulting Agreement between the Registrant and Theo Bradford

*    Incorporated by reference to the exhibits to the Registrant's Registration
Statement on Form S-18, File Number 33-31883.

**   Incorporated by reference to the exhibits to the Registrant's Form 10-KSB
for the year ended December 31, 1993.

***  Incorporated by reference to the exhibits to the Registrant's Form 10-KSB
for the year ended December 31, 1994.

**** Incorporated by reference to the Exhibits to the Registrant's Registration
Statement on Form S-8 dated January 16, 1996.

*****Incorporated by reference to the Exhibits to the Registrant's
Registration Statement on Form S-8 dated May 22, 1996.

Item 9.     Undertakings.
       (a)  The undersigned Company hereby undertakes:

       (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any 
material information with respect to the plan of distribution not previously 
disclosed in the Registration Statement or any material change to such 
information in the Registration Statement.

       (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       (3)  To remove from registration by means of a post- effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                        II-7

<PAGE>

       (b)  The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c)  Insofar as indemnification for liabilities arising under Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
by a director, officer or controlling person of the Company in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        II-8

<PAGE>

                                      SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on 
Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles
and State of California, on the 9th day of December , 1996.

                         VITAFORT INTERNATIONAL CORPORATION

                         By:   /s/ Mark Beychok                                 
                               -------------------------
                               Mark Beychok, President

                                  POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark Beychok and Sheldon Schrager, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes may lawfully do or cause to be done
by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

                         Director, Chief Operating 
                         Officer and President
                         (Principal Executive, Accounting 
                         and Financial Officer)   
/s/ Mark Beychok                                                December 9, 1996
--------------------         
 Mark Beychok
                         Chairman of the Board and
                         a Director               
/s/ Sheldon Schrager                                            December 9, 1996
---------------------
 Sheldon Schrager  

/s/Stanley J. Pasarell                    Director              December 9, 1996
----------------------
 Stanley J. Pasarell

/s/ Donald Wohl                           Director              December 9, 1996
----------------------
 Donald Wohl

                                        II-9
[{"type": "S-8", "sequence": "1", "description": "CALCULATION OF REGISTRATION FEE", "secsgml_size_bytes": 27126}]
{"company-data": {"conformed-name": "VITAFORT INTERNATIONAL CORP", "cik": "0000857139", "assigned-sic": "2050", "irs-number": "680110509", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-17763", "film-number": "96680013"}, "business-address": {"street1": "1800 AVE OF THE STARS STE 480", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3105526393"}, "mail-address": {"street1": "1800 AVENUE OF THE STARS STE 480", "street2": "1800 AVENUE OF THE STARS STE 480", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}}
As filed with the Securities and Exchange Commission on December 12, 1996
                                               Registration No. 333-  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                                --------------------- 
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

                         VITAFORT INTERNATIONAL CORPORATION
               (Exact name of Registrant as specified in its charter)

         DELAWARE                                         68-0110509
(State or other jurisdiction                           (I.R.S. employer
of incorporation or organization)                      identification no.)

1800 AVENUE OF THE STARS, SUITE 480
      LOS ANGELES, CALIFORNIA                      90067
(Address of principal executive offices)          (Zip Code)
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ROBERT LUKE
            CONSULTING AGREEMENT BETWEEN THE REGISRANT AND CHRIS MEYER
          CUNSULTING AGREEMENT BETWEEN THE REGISTRANT AND ANDREW HARRISON
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND BRUCE BARREN
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND SCOTT SANDERS
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND THOMAS R. MYERS
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND TERRY KNABE
              CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND LEE SACKS
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ALLAN ZACKLER
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JEFF KOSSACK
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND RICHARD SCHUSTER
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ARNOLD PLOSKIN
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND CARRINGTON GARRETT
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND KARYNE BOZARJIAN
               CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND PETER RICH
              CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND THEO BRADFORD
                                  (Full title of the plans)
                                 MR. MARK BEYCHOK, PRESIDENT
                              VITAFORT INTERNATIONAL CORPORATION
                             1800 AVENUE OF THE STARS, SUITE 1114
                                 LOS ANGELES, CALIFORNIA 90067
                            (Name and address of agent for service)
                                         (310) 552-6393
                  Telephone number, including area code, of agent for service
Copy to:
                                       FRANK J. HARITON, ESQ.
                                    485 MADISON AVENUE-9TH FLOOR
                                      NEW YORK, NEW YORK 10022
                                           (212) 752-7200

                                  CALCULATION OF REGISTRATION FEE
                                     
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                       Proposed    Proposed        
                                        Maximum     Maximum          Amount of 
Title of Securities to  Amount to be     Price     Aggregate       Registration
be registered            Registered    Per Share*  Offering Price*      Fee**  
-------------------------------------------------------------------------------
Common Stock,
 par value
$.0001 per
   share                  375,000        $1.405       $526,875        $181.68
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
*    Based upon the average of the bid and asked prices of the Registrant's
Common Stock as reflected on the Electronic Bulletin Board on December 6, 1996
in the case of per share data and based upon the aggregate of the foregoing
stock price in the case of aggregate data.

**   Calculated pursuant to Rule 457(h).
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
          
(a)  Vitafort International Corporation's (the "Company") Annual Report on Form
10-KSB for the year ended December 31, 1995, filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(b)  The Company's Quarterly Reports on Form 10-QSB for the quarters ended March
31, 1996,  June 30, 1996 and September 30, 1996, filed pursuant to Section 13(a)
or 15(d) of the Exchange Act. 

(c)  The Company's Current Reports on Form 8-K, dated May 2, 1996 and August 15,
1996, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

(d)  All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the document referred to in (a)
above.

(e)  The Prospectus of the Company filed by the Company on December 19, 1989
which contains a description of the Company's Common Stock.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all such securities then unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing of such documents.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Frank J. Hariton, Esq. owns: (i) 7,977 shares of the Company's common
stock; (ii) 800 of the Company's redeemable warrants; (iii) 3,333 common stock
purchase options exercisable at $4.50 and; (iv) 3,333 common stock purchase
options exercisable at $6.00.  
 
Item 6.   Indemnification of Directors and Officers.

     Article Seventh of the Company's Certificate of Incorporation provides for
indemnification of the Company's officers and directors to the fullest extent
permitted under the General Corporation Law of the State of Delaware ("DGCL").

                                        II-1
SECTION 145 of the DGCL, as amended, applies to the Company and the
relevant portion of the DGCL provides as follows:

          145. Indemnification of Officers, Directors, Employees and Agents;
               Insurance.

               (a)  A corporation may indemnify any person who was or
          is a party or is threatened to be made a party to any
          threatened, pending or completed action, suit or proceeding,
          whether civil, criminal, administrative or investigative
          (other than an action by or in the right of the corporation)
          by reason of the fact that he is or was a director, officer,
          employee or agent of the corporation, or is or was serving
          at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise, against expenses
          (including attorneys' fees), judgments, fines and amounts
          paid in settlement actually and reasonably incurred by him
          in connection with such action, suit or proceeding if he
          acted in good faith and in a manner he reasonably believed
          to be in or not opposed to the best interests of the
          corporation, and, with respect to any criminal action or
          proceeding, had no reasonable cause to believe his conduct
          was unlawful. The termination of any action, suit or
          proceeding by judgment, order, settlement, conviction, or
          upon a plea of nolo contendere or its equivalent, shall not,
          of itself, create a presumption that the person did not act
          in good faith and in a manner which he reasonably believed
          to be in or not opposed to the best interests of the
          corporation, and, with respect to any criminal action or
          proceeding, had reasonable cause to believe that his conduct
          was unlawful.

               (b)  A corporation may indemnify any person who was or
          is a party or is threatened to be made a party to any
          threatened, pending or completed action or suit by or in the
          right of the corporation to procure a judgment in its favor
          by reason of the fact that he is or was a director, officer,
          employee or agent of the corporation, or is or was serving
          at the request of the corporation as a director, officer,
          employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses
          (including attorneys' fees) actually and reasonably incurred
          by him in connection with the defense or settlement of such
          action or suit if he acted in good faith and in a manner he
          reasonably believed to be in or not opposed to the best
          interests of the corporation and except that no
          indemnification shall be made in respect of any claim, issue
          or matter as to which such person shall have been adjudged
          to be liable to the corporation unless and only to the
          extent that the Court of Chancery or the court in which such
          action or suit was brought shall determine upon application
          that, despite the adjudication of liability but in view of
          all the circumstances of the case, such person is fairly and
          reasonably entitled to indemnity for such expenses which the
          Court of Chancery or such other court shall deem proper.

                                        II-2
(c)  To the extent that a director, officer, employee
          or agent of a corporation has been successful on the merits
          or otherwise in defense of any action, suit or proceeding
          referred to in subsections (a) and (b) of this section, or
          in defense of any claim, issue or matter therein, he shall
          be indemnified against expenses (including attorneys' fees)
          actually and reasonably incurred by him in connection
          therewith.

               (d)  Any indemnification under subsections (a) and (b)
          of this section (unless ordered by a court) shall be made by
          the corporation only as authorized in the specific case upon
          a determination that indemnification of the director,
          officer, employee or agent is proper in the circumstances
          because he has met the applicable standard of conduct set
          forth in subsections (a) and (b) of this section.  Such
          determination shall be made (1) by the board of directors by
          a majority vote of a quorum consisting of directors who were
          not parties to such action, suit or proceeding, or (2) if
          such a quorum is not obtainable, or, even if obtainable a
          quorum of disinterested directors so directs, by independent
          legal counsel in a written opinion, or (3) by the
          stockholders.

               (e)  Expenses (including attorneys' fees) incurred by
          an officer or director in defending any civil, criminal,
          administrative or investigative action, suit or proceeding
          may be paid by the corporation in advance of the final
          disposition of such action, suit or proceeding upon receipt
          of an undertaking by or on behalf of such director or
          officer to repay such amount if it shall ultimately be
          determined that he is not entitled to be indemnified by the
          corporation as authorized in this section.  Such expenses
          (including attorneys' fees) incurred by other employees and
          agents may be so paid upon such terms and conditions, if
          any, as the board of directors deems appropriate.

               (f)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, the other subsections
          of this section shall not be deemed exclusive of any other
          rights to which those seeking indemnification or advancement
          of expenses may be entitled under any by-law, agreement,
          vote of stockholders or disinterested directors or
          otherwise, both as to action in his official capacity and as
          to action in another capacity while holding such office.

               (g)  A corporation shall have power to purchase and
          maintain insurance on behalf of any person who is or was a
          director, officer, employee or agent of the corporation, or
          is or was serving at the request of the corporation as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise
          against any liability asserted against him and incurred by
          him in any such capacity, or arising out of his status as
          such, whether or not the corporation would have the power to

                                        II-3
indemnify him against such liability under this section.

               (h)  For purposes of this section, references to "the
          corporation" shall include, in addition to the resulting
          corporation, any constituent corporation (including any
          constituent of a constituent) absorbed in a consolidation or
          merger which, if its separate existence had continued, would
          have had power and authority to indemnify its directors,
          officer and employees or agents, so that any person who is
          or was a director, officer, employee or agent of such
          constituent corporation, or is or was serving at the request
          of such constituent corporation as a director, officer,
          employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise, shall stand in the same
          position under this section with respect to the resulting or
          surviving corporation as he would have with respect to such
          constituent corporation if its separate existence had
          continued.

               (i)  For purpose of this section, references to "other
          enterprises" shall include employee benefit plans;
          references to "fines" shall include any excise taxes
          assessed on a person with respect to any employee benefit
          plan; and references to "serving at the request of the
          corporation" shall include any service as a director,
          officer, employee or agent of the corporation which imposes
          duties on, or involves services by, such director, officer,
          employee, or agent with respect to an employee benefit plan,
          its participants, or beneficiaries; and a person who acted
          in good faith and in a manner he reasonably believed to be
          in the interest of the participants and beneficiaries of an
          employee benefit plan shall be deemed to have acted in a
          manner "not opposed to the best interests of the
          corporation" as referred to in this section.

               (j)  The indemnification and advancement of expenses
          provided by, or granted pursuant to, this section shall,
          unless otherwise provided when authorized or ratified,
          continue as to a person who has ceased to be a director,
          officer, employee or agent and shall inure to the benefit of
          the heirs, executors and administrators of such a person.

     The Company maintains insurance for the benefit of its directors and
officers and the directors and officers of its subsidiaries, insuring such
persons against certain liabilities, including liabilities arising under the
securities laws.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.  Furthermore, the Company has given certain
undertakings with respect to indemnification in connection with this
Registration Statement.

                                        II-4
Item 7.   Exemption from Registration Claimed.

     No "restricted securities," as defined in the instructions to Form S-8, are
being offered hereby.

Item 8.   Exhibits.

 4.l -    Certificate of Incorporation of Registrant*

 4.2 -    By-laws of Registrant*

 4.3 -    Agreement and Plan of Merger between the Registrant and Vitafort
          International Corporation, a California corporation*

 4.4 -    Certificate of Designation - Series A Preferred Stock**

 4.5 -    Certificate of Designation - Series B Preferred Stock**

 4.6 -    Certificate of Amendment to the Certificate of Incorporation,
          November 1991**

 4.7 -    Certificate of Designation - Series C Preferred Stock**

 4.8 -    Certificate of Amendment to the Certificate of Incorporation, filed
          February 8, 1994***

 4.9 -    Certificate of Designation - Series D Preferred Stock***

 4.10 -   Certificate of Amendment to the Certificate of Incorporation, filed
          November 1995 ****

 4.11 -   Specimen Stock Certificate*

 4.12 -   Specimen Redeemable Common Stock Purchase Warrant*

 4.13 -   Form of Warrant Agreement*

 4.14 -   Warrant Extension Agreement, December 18, 1992**

 4.15 -   Warrant Extension Agreement, December 18, 1994***

 4.16 -   Warrant Extension Agreement, January 18, 1995***

 4.17 -   Warrant Extension Agreement, April 3, 1995***
           
 4.18 -   Warrant Extension Agreement, May 3, 1995****

 4.19 -   Warrant Extension Agreement, June 15, 1995 ****

                                        II-5
4.20 -   Warrant Extension Agreement, July 17, 1995 ****

 4.21 -   Warrant Extension Agreement, August 16, 1995****

 4.22 -   Warrant Extension Agreement, December 31, 1995 ****
  
 4.23 -   Warrant Extension Agreement, April 30, 1996 *****

 4.24 -   Certificate of Elimination for Series A Preferred Stock, April 26, 
          1996*****

 4.25 -   Certificate of Elimination for Series D Preferred Stock, May 6, 
          1996*****

 4.26 -   Warrant Extension Agreement, July 31, 1996 

 4.27 -   Warrant Extension Agreement, September 30, 1996

 4.28 -   Warrant Extension Agreement, November 11, 1996

 4.29 -   Certificate of Amendment to the Certificate of Incorporation, dated
          October 4, 1996

 5.01 -   Opinion of Frank J. Hariton, Esq..

23.01 -   Consent of Frank J. Hariton, Esq. (included in Exhibit 5.01).

23.02 -   Consent of KMPG Peat Marwick LLP, Independent Certified Public
          Accountants.

24.01 -   Power of Attorney (contained on signature page)

99.01 -   Consulting Agreement between the Registrant and Robert Luke

99.02 -   Consulting Agreement between the Registrant and Chris Meyer

99.03 -   Consulting Agreement between the Registrant and Andrew Harrison

99.04 -   Consulting Agreement between the Registrant and Bruce Barren

99.05 -   Consulting Agreement between the Registrant and Joff Pollon

99.06 -   Consulting Agreement between the Registrant and Scott Sanders

99.07 -   Consulting Agreement between the Registrant and Thomas R Myers

99.08 -   Consulting Agreement between the Registrant and Terry Knabe

99.09 -   Consulting Agreement between the Registrant and Lee Sacks

                                        II-6
99.10 -   Consulting Agreement between the Registrant and Allan Zackler

99.11 -   Consulting Agreement between the Registrant and Jeff Kossack

99.12 -   Consulting Agreement between the Registrant and Arnold Poloskin

99.13 -   Consulting Agreement between the Registrant and Richard Schuster

99.14 -   Consulting Agreement between the Registrant and Carrington Garrett

99.15 -   Consulting Agreement between the Registrant and Karyne Bozarjian

99.16 -   Consulting Agreement between the Registrant and Peter Rich

99.17 -   Consulting Agreement between the Registrant and Theo Bradford

*    Incorporated by reference to the exhibits to the Registrant's Registration
Statement on Form S-18, File Number 33-31883.

**   Incorporated by reference to the exhibits to the Registrant's Form 10-KSB
for the year ended December 31, 1993.

***  Incorporated by reference to the exhibits to the Registrant's Form 10-KSB
for the year ended December 31, 1994.

**** Incorporated by reference to the Exhibits to the Registrant's Registration
Statement on Form S-8 dated January 16, 1996.

*****Incorporated by reference to the Exhibits to the Registrant's
Registration Statement on Form S-8 dated May 22, 1996.

Item 9.     Undertakings.
       (a)  The undersigned Company hereby undertakes:

       (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any 
material information with respect to the plan of distribution not previously 
disclosed in the Registration Statement or any material change to such 
information in the Registration Statement.

       (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

       (3)  To remove from registration by means of a post- effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

                                        II-7
(b)  The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c)  Insofar as indemnification for liabilities arising under Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than payment by the Company of expenses paid or incurred
by a director, officer or controlling person of the Company in the successful
defense of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        II-8
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on 
Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles
and State of California, on the 9th day of December , 1996.

                         VITAFORT INTERNATIONAL CORPORATION

                         By:   /s/ Mark Beychok                                 
                               -------------------------
                               Mark Beychok, President

                                  POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark Beychok and Sheldon Schrager, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitutes may lawfully do or cause to be done
by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

                         Director, Chief Operating 
                         Officer and President
                         (Principal Executive, Accounting 
                         and Financial Officer)   
/s/ Mark Beychok                                                December 9, 1996
--------------------         
 Mark Beychok
                         Chairman of the Board and
                         a Director               
/s/ Sheldon Schrager                                            December 9, 1996
---------------------
 Sheldon Schrager  

/s/Stanley J. Pasarell                    Director              December 9, 1996
----------------------
 Stanley J. Pasarell

/s/ Donald Wohl                           Director              December 9, 1996
----------------------
 Donald Wohl

                                        II-9