<PAGE>

           As filed with the Securities and Exchange Commission on July 11, 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)


            LETTER AGREEMENTS BETWEEN THE REGISTRANT AND LEE SACKS
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
          LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOHN BURCHETTE
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND ROBERT LUKE
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND MARK BEYCHOK
           OPTION AGREEMENTS BETWEEN THE REGISTRANT AND MARK BEYCHOK
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND ELOY ELLIS
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND ALLAN ZACKLER
          LETTER AGREEMENT BETWEEN THE REGISTRANT AND ANDREW HARRISON
         LETTER AGREEMENT BETWEEN THE REGISTRANT AND KARYNE BOZARJIAN
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND BRUCE BARREN
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND FRANK HARITON
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND THEO BRADFORD
          LETTER AGREEMENT BETWEEN THE REGISTRANT AND DON FINKELSTEIN
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND DANA PERLMAN
             LETTER AGREEMENT BETWEEN THE REGISTRANT AND TOM MYER
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND RENE LIDLE
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND SCOTT SANDERS
          LETTER AGREEMENT BETWEEN THE REGISTRANT AND MATHEAU DAKOSKE
                           (Full title of the plans)

                                 MARK BEYCHOK
                      VITAFORT INTERNATIONAL CORPORATION
                      1800 AVENUE OF THE STARS, SUITE 480
                         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
                           NEW YORK, NEW YORK  10022
                                (212) 752-7200


<PAGE>


CALCULATION OF REGISTRATION FEE
================================================================================
                                      Proposed       Proposed           
      Title of                         Maximum       Maximum        Amount of
   Securities to      Amount to be      Price       Aggregate     Registration
   be registered      Registered(1)   Per Share*  Offering Price*      Fee**
   
- --------------------------------------------------------------------------------
   Common Stock,                                                        
     par value                                                          
    $.0001 per         3,062,261                                        
       share             shares        $0.285        $872,744        $300.95
================================================================================

*    Based upon the weighted average of the exercise prices of the options
referred to above and the average of the bid and asked prices of the
Registrant's Common Stock as reflected on the Electronic Bulletin Board on 
July 10, 1996 in the case of stock grants in the case of per share data and 
based upon the aggregate of the foregoing exercise prices and stock prices in 
the case of aggregate data.
**   Calculated pursuant to Rule 457(h).
1)   Includes 316,000 shares which were issuable pursuant to contracts included
in Registration Statement on Form S-8 number 333-04271, filed by the Registrant
on May 22, 1996, but were inadvertently excluded from the total number of
shares registered thereunder.





<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 Report on Form 10-QSB for the quarter ended 
March 31, 1996, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

(c)      The Company's Current Report on Form 8-K, dated May 2, 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 de-registering 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) 229,533 shares of the Company's 
common stock; (ii) 800 of the Company's redeemable warrants; (iii) 66,667 
common stock purchase options exercisable at $.225 and; (iv) 66,667 common 
stock purchase options exercisable at $.30.

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").

              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 



                                      II-1

<PAGE>


              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.

              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


                                     II-2

<PAGE>



              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 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.

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*


                                     II-3

<PAGE>


 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****
     
 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*****
     
 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 -  Letter Agreement between Registrant and Lee Sacks, dated 
         July 2, 1996.
     
99.02 -  Letter Agreement between Registrant and Joff Pollon, dated 
         July 1, 1996
     
99.03 -  Letter Agreement between Registrant and John Burchette, dated 
         July 2, 1996
     
99.04 -  Letter Agreement between Registrant and Robert Luke, dated 
         July 2, 1996
     
99.05 -  Conversion Agreement, dated as of January 8, 1996, between the
         Registrant and Mark Beychok
     
99.06 -  Class A Option Agreement, dated as of January 8, 1996, between the
         Registrant and Mark Beychok
     
99.07 -  Class B Option Agreement, dated as of January 8, 1996 between the
         Registrant and Mark Beychok
     
99.08 -  Letter Agreement between Registrant and Eloy Ellis, dated July 1, 1996
     
99.09 -  Letter Agreement between Registrant and Allan Zackler, dated 
         July 1, 1996
     
99.10 -  Letter Agreement between Registrant and Andrew Harrison, dated 
         July 1, 1996
     
99.11 -  Letter Agreement between Registrant and Karyne Bozarjian, dated 
         July 1, 1996
     
99.12 -  Letter Agreement between Registrant and Bruce Barren, dated 
         July 2, 1996.
     
99.13 -  Letter Agreement between Registrant and Frank Hariton, dated 
         June 30, 1996.
     
99.14 -  Letter Agreement between Registrant and Theo Bradford, dated 
         July 3, 1996.


                                     II-4

<PAGE>


99.15 -  Letter Agreement between Registrant and Don Finkelstein, dated 
         July 2, 1996.
     
99.16 -  Letter Agreement between Registrant and Dana Perlman, dated 
         July 2, 1996.
     
99.17 -  Letter Agreement between Registrant and Tom Myer, dated July 5, 1996.

99.18 -  Letter Agreement between Registrant and Rene Lidle, dated July 2, 1996.
     
99.19 -  Letter Agreement between Registrant and Scott Sanders, dated 
         July 2, 1996.
     
99.20 -  Letter Agreement between Registrant and Matheau Dakoske, dated 
         July 2, 1996.
     
*        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 
         Form S-8 dated January 16, 1996.

*****    Incorporated by reference to the exhibits to the Registrant's 
         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.

         (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-5

<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 8th day 
of July, 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
/s/ MARK BEYCHOK             (Principal Executive, Accounting
- ----------------------       and Financial Officer)               July 8, 1996
    Mark Beychok


/s/ SHELDON SCHRAGER       Chairman of the Board and
- ------------------------     a Director                           July 8, 1996
    Sheldon Schrager


/s/ STANLEY J. PASARELL
- ------------------------   Director                               July 8, 1996
    Stanley J. Pasarell



- ---------------------      Director                               
    Donald Wohl


                                     II-6


<PAGE>


                                  REOFFER PROSPECTUS

                                    296,261 SHARES

                          VITAFORT INTERNATIONAL CORPORATION

                                     COMMON STOCK

                                      ---------

The shares offered hereby will be sold by the Selling Shareholder.  See "Selling
Shareholder."  The Company will not receive any of the proceeds from the sale of
the shares offered hereby.  However, if all of the shares offered hereby are
sold, the Company will have received proceeds upon the exercise of stock options
of $38,884.

The shares of Common Stock of the Company are traded in the Electronic Bulletin
Board under the symbol "VFRT."  On July 3, 1996, the closing bid and asked
prices of the Common Stock were approximately $.30 and $.29 per share.

                                      ---------

           THESE SHARES INVOLVE A HIGH DEGREE OF RISK.  SEE "RISK FACTORS"

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
              SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
               PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
              ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Selling Shareholder has advised the Company that he proposes to offer for
sale and sell the shares registered hereby from time to time in broker's
transactions, in negotiated transactions or through a combination thereof at
prices related to market prices of the Common Stock prevailing at the time of
sale.  Such shares are being offered on a continuous basis; the precise amounts
and timing of sales, if any, of the shares offered hereby will be determined by
the Selling Shareholder in his sole discretion from time to time.

                                      ---------

                     THE DATE OF THIS PROSPECTUS IS JULY 11, 1996



                                         RP-1


<PAGE>

                                AVAILABLE INFORMATION

Vitafort International Corporation (together with its subsidiaries herein called
the "Company" or "Vitafort") is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its New York Regional Office, Room 1228, 75 Park Plaza, New
York, New York 10007; and Chicago Regional Office, Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661.  Copies can be obtained by
mail at prescribed rates.  Requests should be directed to the Commission's
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549.



                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1995, Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996,
and Current Report on Form 8-K, dated May 2, 1996, each as filed with the
Commission, are incorporated herein by reference.  All documents filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of the Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such documents.

The Company undertakes to provide without charge to each person to whom a copy
of this Prospectus has been delivered copies of the above documents, other than
exhibits thereto, upon request of any such person to the Company, 1800 Avenue of
the Stars, Suite 480, Los Angeles, California 90067; Attention: Corporate
Secretary (telephone number 310-552-6393).

                                      ---------



                                         RP-2


<PAGE>

                                     THE COMPANY

    Vitafort International Corporation (the "Registrant", the "Company" or
"Vitafort") was formed as a California corporation in 1986 and reincorporated as
a Delaware corporation in 1989.  Until May 1993, Vitafort was in the business of
formulating and developing value added foods and beverages for third parties and
marketing branded seafood.  In May 1993, these businesses were discontinued and,
later in 1993, the Registrant disposed of these businesses.  In September 1993,
the Registrant installed new management and entered the business of developing
and marketing branded low fat and fat free foods using proprietary formulations
and processes.  During 1994, Vitafort continued with the development of the
business it had entered in 1993 and, in June 1994, commercially introduced a
line of fat free brownies under the brand name Fudgets-Registered Trademark-.

    In 1995, the Company continued the development of its business of
developing, manufacturing and marketing low fat and fat free foods.  In late
1995 and early 1996, Vitafort began commercial production of Caketts-TM-, a line
of fat free cakes, and Juliettes-TM- a line of low fat chocolate candies.
Vitafort also markets a line of meatless cold cuts under the brand name Trim
Slice/Vegicatessen-TM-, a product line that it acquired in 1993.  The Company's
efforts during 1995 were hampered by a lack of operating capital primarily
resulting from the failure to complete a proposed private placement in the first
part of 1995.  Management believes that the Company's product development,
manufacturing and marketing efforts will be enhanced in 1996 as a result of the
completion of a $4 million equity financing in January 1996 and other private
placements of its securities.  The Company will seek to improve its sales and
production of existing products and to develop and market additional branded fat
free products during 1996.  While management is encouraged by the performance of
the Company's products, the Company's business, which was hampered by severe
working capital shortages, did not achieve profitability during 1995, nor in the
quarter ended March 30, 1996.

    The Company is developing additional fat free and low fat foods which it
anticipates introducing during 1996 and beyond, including additional fat free
and low fat bakery items, as well as additional varieties of fat-free and low
fat candies.  However, no assurance can be given that the Company will be able
to successfully complete the development of these products or that they will
prove to be commercially viable.

    The Company's fat free brownies and cakes and low fat confectionery items
are based upon the Company's proprietary formulas, processes, procedures and
technologies, including proprietary technologies for bonding fat free
ingredients to improve taste and texture.  The Company seeks to protect its
proprietary information through secrecy agreements with employees, suppliers and
manufacturers.  If the Company is advised by counsel that any of its processes,
procedures or other techniques are patentable, then it may seek appropriate
patent protection.

    The Company's products are made from generally available ingredients which
are then converted into the Company's unique products through the Company's
proprietary processes, procedures and technology.

    Although management believes that the Company's products are unique and 
are superior in taste to other products with which it competes, the food 
industry is characterized by the continual development of new products 
employing various new technologies and processes.  Accordingly, no assurance 
can be given that new products will not be developed and marketed which are 
superior to the Company's products in taste, texture, feel and nutritional 
value or that the Company's products will continue to maintain their 
market acceptance.

    The Company's principal executive offices are located at 1800 Avenue of the
Stars, Suite 480, Los Angeles, California 90067, and its telephone number is
(310) 552-6393.



                                         RP-3


<PAGE>

                                  RECENT DEVELOPMENT

    On May 2, 1996, pursuant to a the terms of a letter agreement, dated May 1,
1996, and the attachments thereto ("FPA") the Registrant acquired the trademarks
"Auburn Farms" and "Nature's Warehouse" and certain related trademarks, trade
dress, and related intangibles in a foreclosure sale from secured lenders of
Auburn Farms, Inc. d.b.a. Nature's Warehouse ("AFI").  The purchase price under
the FPA consisted of $75,000 and deferred payments based upon gross sales (as
defined in the FPA) of products sold by the Company which bear the acquired
trademarks.

                                     RISK FACTORS

LIMITED OPERATING HISTORY

    The Company was formed in 1986 and until May 1993 the Company was in the
business of formulating and developing value-added foods and beverages for third
parties and marketing branded seafood.  In May 1993 these businesses were
discontinued and later in 1993 the Company disposed of these businesses.  In
September 1993 the Company installed new management and entered the business of
developing and marketing branded low fat and fat-free foods using proprietary
formulations and processes.  In June 1994 the Company commercially introduced
its principal product, a line of fat-free brownies under the brand name
"Fudgets".  The Company's business did not achieve profitability during 1994 or
1995 and although management is encouraged by the performance of the Company's
new products there can be no assurance that the Company will be profitable in
the future.  Furthermore, future revenues and profits, if any, will be dependent
on many factors, including, but not limited to, the Company's ability to expand
its operations in a timely manner to meet demand, competition from other makers
of fat-free products and market acceptance of the Company's products.

MARKET ACCEPTANCE AND DEPENDENCE ON PRINCIPAL PRODUCT

    Consumer preferences for snack foods in general, and for fat-free and low-
fat foods in particular, are continually changing and are extremely difficult to
predict.  During the six months ended June 30, 1996, the Company derived its
revenues from sales of Fudgets-Registered Trademark- (37%), Caketts-TM- (45%),
Auburn Farms Branded Products (14%), Juliettes-TM- (3%), and from the meatless 
cold cuts line marketed under the brand name "Trim Slice/Vegicatessen (1%).  
There can be no assurance that the Company's products will achieve a significant
degree of market acceptance, that acceptance, if achieved, will be sustained 
for any significant period or that product life cycles will be sufficient to 
permit the Company to recover start-up and other associated costs.  Failure of 
the Company's products to achieve or sustain market acceptance would have a 
material adverse effect on the Company's business, financial condition and 
results of operations.

COMPETITION

    The market for snacks is large and highly competitive.  Competitive factors
in the snack industry include product quality and taste, brand awareness among
consumers, access to supermarket shelf space, price, advertising and promotion,
variety of snacks offered, nutritional content, product packaging and package
design.  The Company competes in the snack food market segment principally on
the basis of nutritional content and product quality and taste.  The Company's
fat-free and low-fat products are priced higher than traditional snacks.  As a
result, price erosion due to competitive factors would have a material adverse
effect on the Company.

    The Company also competes with a number of manufacturers in the fat-free
and low-fat portion of the industry, including Health Valley Foods, Nabisco
(Snackwell's) and Pepperidge Farms (Greenfield).  Additional competitors include
regional and private label snack companies.  Potential entrants in the fat-free
and low-fat snack food market segment include the national competitors and
private label competitors.



                                         RP-4


<PAGE>

    Certain of the Company's products are made using proprietary production
processes designed by the Company.  There is no assurance that others will not
develop equivalent or better technology and processes for manufacturing fat-free
and low-fat snacks, which could materially adversely affect the Company's
business, financial condition and results of operations.

DEPENDENCE ON KEY EXECUTIVE OFFICERS AND OTHER QUALIFIED PERSONNEL

    The Company is highly dependent on certain key personnel, including Mark
Beychok, its President and Chief Executive Officer.  The other key personnel are
Lawrence Brucia, Director of Product Development; John Coppolino, Director of
Sales; and Eloy Ellis, Director of Finance & Administration.  The loss of one or
more key personnel could have a material adverse effect on the Company's
business, financial condition and results of operations.  The Company intends to
obtain key man life insurance policies payable to the Company in the amount of
$1.5 million on the life of Mr. Beychok.  The recruitment, retention and
motivation of skilled executives, sales and technical personnel and other
employees are important to the Company's operations.  Although the Company has
not experienced significant problems in recruiting and retaining qualified
personnel, there can be no assurance that it will not encounter such problems in
the future.

RELIANCE OF NEW TECHNOLOGY

    The Company relies heavily on its own trade secrets relating to its
proprietary processes.  As is typically the case with new technologies, the
Company has encountered a variety of problems implementing this technology
during the initial phases of its production, which has resulted in some
interruptions of production.  Technological problems result in delays and
increased costs when they arise, and there can be no assurance that unforeseen
technological problems will not slow the rate of the Company's expansion or
increase the costs of manufacturing, or other costs.  The occurrence of such
events could adversely affect the Company's business, financial condition and
results of operations.

AVAILABILITY OF SHELF SPACE

    The majority of the Company's sales are made through supermarkets, and the
Company expects supermarket sales to constitute a significant portion of its
future sales.  Such sales are affected by access to shelf space, which is
limited.  Food retailers typically seek concessions, allowances or other
discounts from food manufacturers and suppliers, such as the Company and its
distributors, in return for shelf space.  Although to date the Company has not
incurred material expenditures to obtain shelf space, the Company believes that
it may have to incur such expenditures in the future in order to obtain or
retain shelf space for its products.  Such expenditures, if significant, could
adversely affect the Company's business, financial condition and results of
operations.

CONTRACT MANUFACTURING AGREEMENTS

    In order to achieve economies of scale and production flexibility the
Company has entered into contract manufacturing agreements with established food
manufacturers which have the facilities for the production of its products.  In
the event of a contract dispute between the Company and any of these contract
manufacturers or if any contract manufacturer experiences an interruption in its
business as a result of labor disputes, acts of God or a similar occurrence over
which the Company has no control, such an event could materially and adversely
affect the Company's business.

MANAGEMENT OF GROWTH

    The Company intends to expand its operations significantly during 1996 and
thereafter, through the expansion of its sales and marketing capacity, and the
expansion and addition of distribution channels.  There can be no assurance that
the Company will have available sources of funds necessary to achieve rapid
growth, or that the Company will be able successfully to match its production
capacity to the demand for its products in a timely manner or to build and
maintain its distribution system.  The

                                        RP-5


<PAGE>


Company has no long-term contracts with its distributors.  The Company has
previously experienced problems both with a slowing of demand and resulting
excess capacity, as well as with sharp increases in demand and resulting
shortages of capacity.  Efforts by the Company to increase production rapidly in
order to meet sharp increases in demand have sometimes resulted, and could in
the future result, in additional expenses that materially increase the cost of
goods sold and reduce profitability. The occurrence of any of these events would
likely have a material adverse effect on the Company's business, financial
condition and results of operations, as well as on its distribution relationship
and prospects.  Because Fudgets and other of the Company's fat-free products
have a limited shelf life, the Company cannot produce significant inventories
for later sale.  In addition, because the Company's production process relies
upon recently developed technology, it is possible that unforeseen technological
problems could arise that would slow the rate or increase the cost of expansion
of the Company's production capacity through its contract manufacturing
agreements.

    Successful management of rapid growth will require the Company to continue
to implement and improve its financial, accounting and management information
systems and to hire, train, motivate and manage its employees, including
additional middle management, sales and marketing employees.  A failure to
manage the Company's growth effectively would have a material adverse effect on
the Company's business, financial condition and results of operations, and on
its ability to execute its business strategy successfully.

NO DIVIDENDS

    To date, the Company has not paid any dividends on its Common Stock and
does not intend to declare any dividends in the foreseeable future.

PATENTS, TRADEMARKS AND PROPRIETARY RIGHTS

    The Company's success is greatly dependent on its ability to preserve its
trade secrets and trademarks and operate without infringing the proprietary
rights of third parties.  In addition, because the Company does not own any
issued patents, its success is also dependent on its own ability to obtain new
patents on such processes and equipment used by the Company.  There can be no
assurance that the licensed patents will provide sufficient protection for the
Company's present or future technologies, products and processes.  In addition,
there can be no assurance that others will not independently develop
substantially equivalent or improved methods of manufacturing fat-free or low-
fat snack products or obtain access to the Company's know-how.  The Company has
registered the trademarks "Fudgets," "Trim Slice/Vegicatessen," "Just Like
Peanut Butter," "Heart and Soul," "Caketts," and "Truffets" in the United
States.  No assurance can be given as to the degree of protection the licensed
patents and the trademark will afford, the validity of such patents or the
Company's ability to avoid violating or infringing any patents issued to others.
Moreover, there can be no guarantee that any patents licensed by the Company
will not be infringed by others.  Defense and prosecution of patent claims can
be expensive and time consuming, even in those instances in which the outcome is
favorable to the Company, and can result in the diversion of resources from the
Company's other activities.  An adverse outcome could subject the Company to
significant liabilities to third parties, require the Company to obtain licenses
from third parties or require the Company to cease any related product
development activities or sales.

    The Company's success is also dependent upon the skills, knowledge and
experience (none of which is patentable) of its technical personnel.  To help
protect its rights, the Company requires all employees to enter into
confidentiality agreements that prohibit the disclosure of confidential
information to anyone outside the Company.  There is no assurance, however, that
these agreements will provide adequate protection for the Company's trade
secrets, know-how or other proprietary information in the event of any
unauthorized use or disclosure.

    GOVERNMENT REGULATION

    The packaged food industry is subject to numerous federal, state and local
government

                                         RP-6

<PAGE>

regulations, including those relating to the preparation, labeling and marketing
of food products.  The Company is particularly affected by the recently enacted
Nutrition Labeling and Education Act ("NLEA"), which requires specified
nutritional information to be disclosed on all packaged foods.  The Company's
labeling currently meets these requirements.  In addition, the NLEA, which is
administered by the Food and Drug Administration ("FDA"), strictly regulates the
standards that must be met to make a claim that a product is "fat-free" or "low-
fat".  In addition, the FDA standards could conceivably be lowered further or
reduced to zero.  Changes in fat content could adversely affect the taste and
texture of the Company's products and their acceptability to consumers, which
could adversely affect the Company's sales and results of operations.  Labeling
standards imposed by certain other countries may vary from those in the United
States.  For example, Canada requires that any product claiming to be "fat-
free" have less than 0.2 grams of fat per ounce (as compared to the new NLEA
requirement of less than 0.5 grams per serving).  The Company's operations are
also governed by laws and regulations relating to work place safety and worker
health, principally the Occupational Safety and Health Act ("OSHA").  The
Company believes that it is currently in compliance with such laws and
regulations, and that the costs of complying with OSHA and FDA regulations are
not burdensome.

LIMITED MARKET AND POSSIBLE ILLIQUIDITY OF SHARES

    The market price for the Company's securities may be significantly affected
by such factors as the Company's financial results, the introduction of new
products, and various factors affecting the food industry generally. 
Additionally, in recent years, the stock market has experienced a high level of
price and volume volatility and market prices for many companies, particularly
small and emerging growth companies the common stock of which trade in the over-
the-counter market, have experienced wide price fluctuations not necessarily
related to the operating performance of such companies.  The market price for
the Company's Common Stock may be affected by general stock market volatility. 
Currently there is a limited market for the Company's Common Stock in the over-
the-counter ("OTC") market as the Common Stock is traded in the OTC Bulletin
Board.  The OTC market is smaller than other securities markets, and prices for
OTC securities are not generally published in the news media.  Information about
the Company and transactions in the Company's shares may be more limited on the
OTC market.  Further, because the price of the Common Stock is below $5.00 per
share and the Company does not have at least $5,000,000 in net tangible assets,
the Company's Common Stock is deemed to be a "penny stock" under applicable
rules of the SEC.  Penny stocks are subject to additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers (as defined in such rules) and accredited investors
(generally, institutions and, for individuals, an investor with assets in excess
of $1,000,000 or annual income exceeding $200,000 or $300,000 together with
such investor's spouse).  For transactions covered by these rules, the broker-
dealer must make a special suitability determination for the purchaser and must
have received the purchaser's written consent to the transaction prior to the
purchase.  Consequently, the rules may restrict the ability of broker-dealers to
sell the Common Stock and may affect the ability of holders of Common Stock to
sell their shares in the secondary market.  The above-described rules may
materially adversely affect the liquidity of the market for the Company's Common
Stock.

                                         RP-7

<PAGE>

                               SELLING SECURITY HOLDER

The person who may be the Selling Security Holder pursuant to the Prospectus and
the number of shares owned as of July 8, 1996, is as follows:


                                       Number of           Number of Shares
                                       Shares Eligible     Owned After Sales
                   Number of           for sale            Hereunder and
NAME               Shares Owned        Hereunder           Percentage of Class
- ----               ------------        ---------           -------------------
Mark Beychok       8,647,485(1)        296,261(1)          8,351,224(7.5%)(1)


(1) Includes, as to shares presently owned and shares owned after sales
    hereunder: (i) 704,192 shares owned by Mr. Beychok; (ii) 27,650 shares
    owned by Mr. Beychok's IRA and pension plan; (iii) 1,250,000 shares
    underlying a presently exercisable option, expiring December 16, 1998,
    which has an exercise price of $.15 per share; (iv) 300,000 shares
    underlying a presently exercisable option, expiring September 29, 1998,
    which has an exercise price of $.10 per share; (v) 2,000,000 shares
    underlying a presently exercisable option, expiring September 15, 1998,
    which has an exercise price of $.25; (vi) 2,687,500 shares underlying the
    presently exercisable option for 10,750,000 shares, expiring December 16,
    1998, which has an exercise price of $.15 per share; (vii) 1,000,000 shares
    underlying the presently exercisable option for 3,000,000 shares, expiring
    December 16, 1998, which has an exercise price of $.15 per share; (vii)
    190,941 shares underlying a presently exercisable options with an exercise
    price of $.225 per share which expires in April 1997; (viii) 190,941 shares
    underlying a presently exercisable option with an exercise price of $.30
    per share which expires in October 1997.  Includes in number of shares
    owned and shares eligible for sale hereunder: (i) 148,131 shares; (ii)
    74,065 shares underlying a presently exercisable option with an exercise
    price of $.225 per share which expires in October 1997 (15 months from the
    date of this prospectus); and (iii) 74,065 shares underlying an option with
    an exercise price of $.30 per share which expires in April 1998 (21 months
    from the date of this prospectus).  Does not include in shares presently
    owned or shares owned after the offering; (i) 2,000,000 shares underlying
    an option, expiring December 16, 1998, for the purchase of 3,000,000 shares
    of which 1,000,000 shares are currently exercisable and 1,000,000 shares
    become exercisable on each of January 1, 1997 and January 1, 1998 and which
    has an exercise price of $.15 per share; and (ii) 8,062,500 shares 
    underlying an option, expiring December 16, 2000, for the purchase of
    10,750,000 shares of which 2,687,500 are currently exercisable and
    2,687,500 becomes exercisable as to one third of the shares covered thereby
    on each of January 1, 1997, January 1, 1998 and January 1, 1999, and which 
    has an exercise price of $.15

    Mr. Beychok is a director of the Company and has been President of the
Company since September 1993 and Chief Executive Officer of the Company since
February 1995.

                                         RP-8

<PAGE>

                                 PLAN OF DISTRIBUTION

    The Selling Security Holder has advised the Company that he may offer and
sell the shares of Common Stock offered hereby (See "Selling Security Holder")
from time to time in broker's transactions, individually negotiated transactions
or a combination thereof at market prices prevailing from time to time.  The
precise amounts and timing of sales if any, of the shares offered hereby will be
determined by each Selling Shareholder in his sole discretion from time to time.

    The Company has agreed to bear the costs of registering the shares of
Common Stock offered hereby under the Securities Act of 1933, as amended.

    The Selling Shareholder will deliver a Prospectus in connection with the
sale of shares of Common Stock offered hereby.  The Selling Shareholder will
comply with the volume limitations of Rule 144(e) promulgated under the 
Securities Act of 1933, as amended.

LEGAL OPINION

    The validity of the Common Stock offered hereby is being passed upon for
the Company by Frank J. Hariton, Esq., New York, New York.  Frank J. Hariton, 
Esq. owns: (i) 229,533 shares of Common Stock; (ii) 800 of the Company's
Redeemable Common Stock Purchase Warrants; (iii) 66,667 options with an exercise
price of $.225; and (iv) 66,667 options with an exercise price of $.30.

EXPERTS

The financial statements and schedules of Vitafort International Corporation as
of December 31, 1995 and 1994 and for each of the years in the three-year period
ended December 31, 1995, incorporated herein by reference and elsewhere in the
registration statement, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

The report of KPMG Peat Marwick LLP covering the December 31, 1995 financial
statements contains an explanatory paragraph that states that the Company's
recurring losses from operations and net capital deficiency raise substantial
doubt about the entity's ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of reported asset amounts or the amounts and
classification of liabilities that might result from the outcome of that
uncertainty.

                                         RP-9

<PAGE>


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offering described herein and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any Underwriter.  This Prospectus does not constitute an offer
of any securities specifically offered hereby or of any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof.

- --------------------------------------------------------------------------------

TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Available Information ....................................................RP-2
Incorporation of Certain Documents by Reference ..........................RP-2
The Company ..............................................................RP-3
Risk Factors .............................................................RP-4
Selling Security-Holder...................................................RP-8
Plan of Distribution .....................................................RP-9
Legal Opinion ............................................................RP-9
Experts...................................................................RP-9
- --------------------------------------------------------------------------------


                                       VITAFORT
                                    INTERNATIONAL 
                                     CORPORATION



                                       296,261
                                      SHARES OF
                                     COMMON STOCK

- --------------------------------------------------------------------------------


                                  REOFFER PROSPECTUS


                                    July 11, 1996


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                        RP-10
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 61787}]
{"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": "333-07989", "film-number": "96593688"}, "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 July 11, 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)

            LETTER AGREEMENTS BETWEEN THE REGISTRANT AND LEE SACKS
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
          LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOHN BURCHETTE
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND ROBERT LUKE
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND MARK BEYCHOK
           OPTION AGREEMENTS BETWEEN THE REGISTRANT AND MARK BEYCHOK
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND ELOY ELLIS
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND ALLAN ZACKLER
          LETTER AGREEMENT BETWEEN THE REGISTRANT AND ANDREW HARRISON
         LETTER AGREEMENT BETWEEN THE REGISTRANT AND KARYNE BOZARJIAN
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND BRUCE BARREN
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND FRANK HARITON
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND THEO BRADFORD
          LETTER AGREEMENT BETWEEN THE REGISTRANT AND DON FINKELSTEIN
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND DANA PERLMAN
             LETTER AGREEMENT BETWEEN THE REGISTRANT AND TOM MYER
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND RENE LIDLE
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND SCOTT SANDERS
          LETTER AGREEMENT BETWEEN THE REGISTRANT AND MATHEAU DAKOSKE
                           (Full title of the plans)

                                 MARK BEYCHOK
                      VITAFORT INTERNATIONAL CORPORATION
                      1800 AVENUE OF THE STARS, SUITE 480
                         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
                           NEW YORK, NEW YORK  10022
                                (212) 752-7200
CALCULATION OF REGISTRATION FEE
================================================================================
                                      Proposed       Proposed           
      Title of                         Maximum       Maximum        Amount of
   Securities to      Amount to be      Price       Aggregate     Registration
   be registered      Registered(1)   Per Share*  Offering Price*      Fee**
   
- --------------------------------------------------------------------------------
   Common Stock,                                                        
     par value                                                          
    $.0001 per         3,062,261                                        
       share             shares        $0.285        $872,744        $300.95
================================================================================

*    Based upon the weighted average of the exercise prices of the options
referred to above and the average of the bid and asked prices of the
Registrant's Common Stock as reflected on the Electronic Bulletin Board on 
July 10, 1996 in the case of stock grants in the case of per share data and 
based upon the aggregate of the foregoing exercise prices and stock prices in 
the case of aggregate data.
**   Calculated pursuant to Rule 457(h).
1)   Includes 316,000 shares which were issuable pursuant to contracts included
in Registration Statement on Form S-8 number 333-04271, filed by the Registrant
on May 22, 1996, but were inadvertently excluded from the total number of
shares registered thereunder.
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 Report on Form 10-QSB for the quarter ended 
March 31, 1996, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

(c)      The Company's Current Report on Form 8-K, dated May 2, 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 de-registering 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) 229,533 shares of the Company's 
common stock; (ii) 800 of the Company's redeemable warrants; (iii) 66,667 
common stock purchase options exercisable at $.225 and; (iv) 66,667 common 
stock purchase options exercisable at $.30.

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").

              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 

                                      II-1
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.

              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

                                     II-2
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 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.

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*

                                     II-3
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****
     
 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*****
     
 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 -  Letter Agreement between Registrant and Lee Sacks, dated 
         July 2, 1996.
     
99.02 -  Letter Agreement between Registrant and Joff Pollon, dated 
         July 1, 1996
     
99.03 -  Letter Agreement between Registrant and John Burchette, dated 
         July 2, 1996
     
99.04 -  Letter Agreement between Registrant and Robert Luke, dated 
         July 2, 1996
     
99.05 -  Conversion Agreement, dated as of January 8, 1996, between the
         Registrant and Mark Beychok
     
99.06 -  Class A Option Agreement, dated as of January 8, 1996, between the
         Registrant and Mark Beychok
     
99.07 -  Class B Option Agreement, dated as of January 8, 1996 between the
         Registrant and Mark Beychok
     
99.08 -  Letter Agreement between Registrant and Eloy Ellis, dated July 1, 1996
     
99.09 -  Letter Agreement between Registrant and Allan Zackler, dated 
         July 1, 1996
     
99.10 -  Letter Agreement between Registrant and Andrew Harrison, dated 
         July 1, 1996
     
99.11 -  Letter Agreement between Registrant and Karyne Bozarjian, dated 
         July 1, 1996
     
99.12 -  Letter Agreement between Registrant and Bruce Barren, dated 
         July 2, 1996.
     
99.13 -  Letter Agreement between Registrant and Frank Hariton, dated 
         June 30, 1996.
     
99.14 -  Letter Agreement between Registrant and Theo Bradford, dated 
         July 3, 1996.

                                     II-4
99.15 -  Letter Agreement between Registrant and Don Finkelstein, dated 
         July 2, 1996.
     
99.16 -  Letter Agreement between Registrant and Dana Perlman, dated 
         July 2, 1996.
     
99.17 -  Letter Agreement between Registrant and Tom Myer, dated July 5, 1996.

99.18 -  Letter Agreement between Registrant and Rene Lidle, dated July 2, 1996.
     
99.19 -  Letter Agreement between Registrant and Scott Sanders, dated 
         July 2, 1996.
     
99.20 -  Letter Agreement between Registrant and Matheau Dakoske, dated 
         July 2, 1996.
     
*        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 
         Form S-8 dated January 16, 1996.

*****    Incorporated by reference to the exhibits to the Registrant's 
         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.

         (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-5
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 8th day 
of July, 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
/s/ MARK BEYCHOK             (Principal Executive, Accounting
- ----------------------       and Financial Officer)               July 8, 1996
    Mark Beychok

/s/ SHELDON SCHRAGER       Chairman of the Board and
- ------------------------     a Director                           July 8, 1996
    Sheldon Schrager

/s/ STANLEY J. PASARELL
- ------------------------   Director                               July 8, 1996
    Stanley J. Pasarell

- ---------------------      Director                               
    Donald Wohl

                                     II-6
REOFFER PROSPECTUS

                                    296,261 SHARES

                          VITAFORT INTERNATIONAL CORPORATION

                                     COMMON STOCK

                                      ---------

The shares offered hereby will be sold by the Selling Shareholder.  See "Selling
Shareholder."  The Company will not receive any of the proceeds from the sale of
the shares offered hereby.  However, if all of the shares offered hereby are
sold, the Company will have received proceeds upon the exercise of stock options
of $38,884.

The shares of Common Stock of the Company are traded in the Electronic Bulletin
Board under the symbol "VFRT."  On July 3, 1996, the closing bid and asked
prices of the Common Stock were approximately $.30 and $.29 per share.

                                      ---------

           THESE SHARES INVOLVE A HIGH DEGREE OF RISK.  SEE "RISK FACTORS"

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
              SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
               PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
              ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Selling Shareholder has advised the Company that he proposes to offer for
sale and sell the shares registered hereby from time to time in broker's
transactions, in negotiated transactions or through a combination thereof at
prices related to market prices of the Common Stock prevailing at the time of
sale.  Such shares are being offered on a continuous basis; the precise amounts
and timing of sales, if any, of the shares offered hereby will be determined by
the Selling Shareholder in his sole discretion from time to time.

                                      ---------

                     THE DATE OF THIS PROSPECTUS IS JULY 11, 1996

                                         RP-1
AVAILABLE INFORMATION

Vitafort International Corporation (together with its subsidiaries herein called
the "Company" or "Vitafort") is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  Such reports, proxy statements and
other information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its New York Regional Office, Room 1228, 75 Park Plaza, New
York, New York 10007; and Chicago Regional Office, Northwestern Atrium Center,
500 West Madison Street, Chicago, Illinois 60661.  Copies can be obtained by
mail at prescribed rates.  Requests should be directed to the Commission's
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549.

                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-KSB for the fiscal year ended December
31, 1995, Quarterly Report on Form 10-QSB for the quarter ended March 31, 1996,
and Current Report on Form 8-K, dated May 2, 1996, each as filed with the
Commission, are incorporated herein by reference.  All documents filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of the Prospectus shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such documents.

The Company undertakes to provide without charge to each person to whom a copy
of this Prospectus has been delivered copies of the above documents, other than
exhibits thereto, upon request of any such person to the Company, 1800 Avenue of
the Stars, Suite 480, Los Angeles, California 90067; Attention: Corporate
Secretary (telephone number 310-552-6393).

                                      ---------

                                         RP-2
THE COMPANY

    Vitafort International Corporation (the "Registrant", the "Company" or
"Vitafort") was formed as a California corporation in 1986 and reincorporated as
a Delaware corporation in 1989.  Until May 1993, Vitafort was in the business of
formulating and developing value added foods and beverages for third parties and
marketing branded seafood.  In May 1993, these businesses were discontinued and,
later in 1993, the Registrant disposed of these businesses.  In September 1993,
the Registrant installed new management and entered the business of developing
and marketing branded low fat and fat free foods using proprietary formulations
and processes.  During 1994, Vitafort continued with the development of the
business it had entered in 1993 and, in June 1994, commercially introduced a
line of fat free brownies under the brand name Fudgets-Registered Trademark-.

    In 1995, the Company continued the development of its business of
developing, manufacturing and marketing low fat and fat free foods.  In late
1995 and early 1996, Vitafort began commercial production of Caketts-TM-, a line
of fat free cakes, and Juliettes-TM- a line of low fat chocolate candies.
Vitafort also markets a line of meatless cold cuts under the brand name Trim
Slice/Vegicatessen-TM-, a product line that it acquired in 1993.  The Company's
efforts during 1995 were hampered by a lack of operating capital primarily
resulting from the failure to complete a proposed private placement in the first
part of 1995.  Management believes that the Company's product development,
manufacturing and marketing efforts will be enhanced in 1996 as a result of the
completion of a $4 million equity financing in January 1996 and other private
placements of its securities.  The Company will seek to improve its sales and
production of existing products and to develop and market additional branded fat
free products during 1996.  While management is encouraged by the performance of
the Company's products, the Company's business, which was hampered by severe
working capital shortages, did not achieve profitability during 1995, nor in the
quarter ended March 30, 1996.

    The Company is developing additional fat free and low fat foods which it
anticipates introducing during 1996 and beyond, including additional fat free
and low fat bakery items, as well as additional varieties of fat-free and low
fat candies.  However, no assurance can be given that the Company will be able
to successfully complete the development of these products or that they will
prove to be commercially viable.

    The Company's fat free brownies and cakes and low fat confectionery items
are based upon the Company's proprietary formulas, processes, procedures and
technologies, including proprietary technologies for bonding fat free
ingredients to improve taste and texture.  The Company seeks to protect its
proprietary information through secrecy agreements with employees, suppliers and
manufacturers.  If the Company is advised by counsel that any of its processes,
procedures or other techniques are patentable, then it may seek appropriate
patent protection.

    The Company's products are made from generally available ingredients which
are then converted into the Company's unique products through the Company's
proprietary processes, procedures and technology.

    Although management believes that the Company's products are unique and 
are superior in taste to other products with which it competes, the food 
industry is characterized by the continual development of new products 
employing various new technologies and processes.  Accordingly, no assurance 
can be given that new products will not be developed and marketed which are 
superior to the Company's products in taste, texture, feel and nutritional 
value or that the Company's products will continue to maintain their 
market acceptance.

    The Company's principal executive offices are located at 1800 Avenue of the
Stars, Suite 480, Los Angeles, California 90067, and its telephone number is
(310) 552-6393.

                                         RP-3
RECENT DEVELOPMENT

    On May 2, 1996, pursuant to a the terms of a letter agreement, dated May 1,
1996, and the attachments thereto ("FPA") the Registrant acquired the trademarks
"Auburn Farms" and "Nature's Warehouse" and certain related trademarks, trade
dress, and related intangibles in a foreclosure sale from secured lenders of
Auburn Farms, Inc. d.b.a. Nature's Warehouse ("AFI").  The purchase price under
the FPA consisted of $75,000 and deferred payments based upon gross sales (as
defined in the FPA) of products sold by the Company which bear the acquired
trademarks.

                                     RISK FACTORS

LIMITED OPERATING HISTORY

    The Company was formed in 1986 and until May 1993 the Company was in the
business of formulating and developing value-added foods and beverages for third
parties and marketing branded seafood.  In May 1993 these businesses were
discontinued and later in 1993 the Company disposed of these businesses.  In
September 1993 the Company installed new management and entered the business of
developing and marketing branded low fat and fat-free foods using proprietary
formulations and processes.  In June 1994 the Company commercially introduced
its principal product, a line of fat-free brownies under the brand name
"Fudgets".  The Company's business did not achieve profitability during 1994 or
1995 and although management is encouraged by the performance of the Company's
new products there can be no assurance that the Company will be profitable in
the future.  Furthermore, future revenues and profits, if any, will be dependent
on many factors, including, but not limited to, the Company's ability to expand
its operations in a timely manner to meet demand, competition from other makers
of fat-free products and market acceptance of the Company's products.

MARKET ACCEPTANCE AND DEPENDENCE ON PRINCIPAL PRODUCT

    Consumer preferences for snack foods in general, and for fat-free and low-
fat foods in particular, are continually changing and are extremely difficult to
predict.  During the six months ended June 30, 1996, the Company derived its
revenues from sales of Fudgets-Registered Trademark- (37%), Caketts-TM- (45%),
Auburn Farms Branded Products (14%), Juliettes-TM- (3%), and from the meatless 
cold cuts line marketed under the brand name "Trim Slice/Vegicatessen (1%).  
There can be no assurance that the Company's products will achieve a significant
degree of market acceptance, that acceptance, if achieved, will be sustained 
for any significant period or that product life cycles will be sufficient to 
permit the Company to recover start-up and other associated costs.  Failure of 
the Company's products to achieve or sustain market acceptance would have a 
material adverse effect on the Company's business, financial condition and 
results of operations.

COMPETITION

    The market for snacks is large and highly competitive.  Competitive factors
in the snack industry include product quality and taste, brand awareness among
consumers, access to supermarket shelf space, price, advertising and promotion,
variety of snacks offered, nutritional content, product packaging and package
design.  The Company competes in the snack food market segment principally on
the basis of nutritional content and product quality and taste.  The Company's
fat-free and low-fat products are priced higher than traditional snacks.  As a
result, price erosion due to competitive factors would have a material adverse
effect on the Company.

    The Company also competes with a number of manufacturers in the fat-free
and low-fat portion of the industry, including Health Valley Foods, Nabisco
(Snackwell's) and Pepperidge Farms (Greenfield).  Additional competitors include
regional and private label snack companies.  Potential entrants in the fat-free
and low-fat snack food market segment include the national competitors and
private label competitors.

                                         RP-4
Certain of the Company's products are made using proprietary production
processes designed by the Company.  There is no assurance that others will not
develop equivalent or better technology and processes for manufacturing fat-free
and low-fat snacks, which could materially adversely affect the Company's
business, financial condition and results of operations.

DEPENDENCE ON KEY EXECUTIVE OFFICERS AND OTHER QUALIFIED PERSONNEL

    The Company is highly dependent on certain key personnel, including Mark
Beychok, its President and Chief Executive Officer.  The other key personnel are
Lawrence Brucia, Director of Product Development; John Coppolino, Director of
Sales; and Eloy Ellis, Director of Finance & Administration.  The loss of one or
more key personnel could have a material adverse effect on the Company's
business, financial condition and results of operations.  The Company intends to
obtain key man life insurance policies payable to the Company in the amount of
$1.5 million on the life of Mr. Beychok.  The recruitment, retention and
motivation of skilled executives, sales and technical personnel and other
employees are important to the Company's operations.  Although the Company has
not experienced significant problems in recruiting and retaining qualified
personnel, there can be no assurance that it will not encounter such problems in
the future.

RELIANCE OF NEW TECHNOLOGY

    The Company relies heavily on its own trade secrets relating to its
proprietary processes.  As is typically the case with new technologies, the
Company has encountered a variety of problems implementing this technology
during the initial phases of its production, which has resulted in some
interruptions of production.  Technological problems result in delays and
increased costs when they arise, and there can be no assurance that unforeseen
technological problems will not slow the rate of the Company's expansion or
increase the costs of manufacturing, or other costs.  The occurrence of such
events could adversely affect the Company's business, financial condition and
results of operations.

AVAILABILITY OF SHELF SPACE

    The majority of the Company's sales are made through supermarkets, and the
Company expects supermarket sales to constitute a significant portion of its
future sales.  Such sales are affected by access to shelf space, which is
limited.  Food retailers typically seek concessions, allowances or other
discounts from food manufacturers and suppliers, such as the Company and its
distributors, in return for shelf space.  Although to date the Company has not
incurred material expenditures to obtain shelf space, the Company believes that
it may have to incur such expenditures in the future in order to obtain or
retain shelf space for its products.  Such expenditures, if significant, could
adversely affect the Company's business, financial condition and results of
operations.

CONTRACT MANUFACTURING AGREEMENTS

    In order to achieve economies of scale and production flexibility the
Company has entered into contract manufacturing agreements with established food
manufacturers which have the facilities for the production of its products.  In
the event of a contract dispute between the Company and any of these contract
manufacturers or if any contract manufacturer experiences an interruption in its
business as a result of labor disputes, acts of God or a similar occurrence over
which the Company has no control, such an event could materially and adversely
affect the Company's business.

MANAGEMENT OF GROWTH

    The Company intends to expand its operations significantly during 1996 and
thereafter, through the expansion of its sales and marketing capacity, and the
expansion and addition of distribution channels.  There can be no assurance that
the Company will have available sources of funds necessary to achieve rapid
growth, or that the Company will be able successfully to match its production
capacity to the demand for its products in a timely manner or to build and
maintain its distribution system.  The

                                        RP-5
Company has no long-term contracts with its distributors.  The Company has
previously experienced problems both with a slowing of demand and resulting
excess capacity, as well as with sharp increases in demand and resulting
shortages of capacity.  Efforts by the Company to increase production rapidly in
order to meet sharp increases in demand have sometimes resulted, and could in
the future result, in additional expenses that materially increase the cost of
goods sold and reduce profitability. The occurrence of any of these events would
likely have a material adverse effect on the Company's business, financial
condition and results of operations, as well as on its distribution relationship
and prospects.  Because Fudgets and other of the Company's fat-free products
have a limited shelf life, the Company cannot produce significant inventories
for later sale.  In addition, because the Company's production process relies
upon recently developed technology, it is possible that unforeseen technological
problems could arise that would slow the rate or increase the cost of expansion
of the Company's production capacity through its contract manufacturing
agreements.

    Successful management of rapid growth will require the Company to continue
to implement and improve its financial, accounting and management information
systems and to hire, train, motivate and manage its employees, including
additional middle management, sales and marketing employees.  A failure to
manage the Company's growth effectively would have a material adverse effect on
the Company's business, financial condition and results of operations, and on
its ability to execute its business strategy successfully.

NO DIVIDENDS

    To date, the Company has not paid any dividends on its Common Stock and
does not intend to declare any dividends in the foreseeable future.

PATENTS, TRADEMARKS AND PROPRIETARY RIGHTS

    The Company's success is greatly dependent on its ability to preserve its
trade secrets and trademarks and operate without infringing the proprietary
rights of third parties.  In addition, because the Company does not own any
issued patents, its success is also dependent on its own ability to obtain new
patents on such processes and equipment used by the Company.  There can be no
assurance that the licensed patents will provide sufficient protection for the
Company's present or future technologies, products and processes.  In addition,
there can be no assurance that others will not independently develop
substantially equivalent or improved methods of manufacturing fat-free or low-
fat snack products or obtain access to the Company's know-how.  The Company has
registered the trademarks "Fudgets," "Trim Slice/Vegicatessen," "Just Like
Peanut Butter," "Heart and Soul," "Caketts," and "Truffets" in the United
States.  No assurance can be given as to the degree of protection the licensed
patents and the trademark will afford, the validity of such patents or the
Company's ability to avoid violating or infringing any patents issued to others.
Moreover, there can be no guarantee that any patents licensed by the Company
will not be infringed by others.  Defense and prosecution of patent claims can
be expensive and time consuming, even in those instances in which the outcome is
favorable to the Company, and can result in the diversion of resources from the
Company's other activities.  An adverse outcome could subject the Company to
significant liabilities to third parties, require the Company to obtain licenses
from third parties or require the Company to cease any related product
development activities or sales.

    The Company's success is also dependent upon the skills, knowledge and
experience (none of which is patentable) of its technical personnel.  To help
protect its rights, the Company requires all employees to enter into
confidentiality agreements that prohibit the disclosure of confidential
information to anyone outside the Company.  There is no assurance, however, that
these agreements will provide adequate protection for the Company's trade
secrets, know-how or other proprietary information in the event of any
unauthorized use or disclosure.

    GOVERNMENT REGULATION

    The packaged food industry is subject to numerous federal, state and local
government

                                         RP-6
regulations, including those relating to the preparation, labeling and marketing
of food products.  The Company is particularly affected by the recently enacted
Nutrition Labeling and Education Act ("NLEA"), which requires specified
nutritional information to be disclosed on all packaged foods.  The Company's
labeling currently meets these requirements.  In addition, the NLEA, which is
administered by the Food and Drug Administration ("FDA"), strictly regulates the
standards that must be met to make a claim that a product is "fat-free" or "low-
fat".  In addition, the FDA standards could conceivably be lowered further or
reduced to zero.  Changes in fat content could adversely affect the taste and
texture of the Company's products and their acceptability to consumers, which
could adversely affect the Company's sales and results of operations.  Labeling
standards imposed by certain other countries may vary from those in the United
States.  For example, Canada requires that any product claiming to be "fat-
free" have less than 0.2 grams of fat per ounce (as compared to the new NLEA
requirement of less than 0.5 grams per serving).  The Company's operations are
also governed by laws and regulations relating to work place safety and worker
health, principally the Occupational Safety and Health Act ("OSHA").  The
Company believes that it is currently in compliance with such laws and
regulations, and that the costs of complying with OSHA and FDA regulations are
not burdensome.

LIMITED MARKET AND POSSIBLE ILLIQUIDITY OF SHARES

    The market price for the Company's securities may be significantly affected
by such factors as the Company's financial results, the introduction of new
products, and various factors affecting the food industry generally. 
Additionally, in recent years, the stock market has experienced a high level of
price and volume volatility and market prices for many companies, particularly
small and emerging growth companies the common stock of which trade in the over-
the-counter market, have experienced wide price fluctuations not necessarily
related to the operating performance of such companies.  The market price for
the Company's Common Stock may be affected by general stock market volatility. 
Currently there is a limited market for the Company's Common Stock in the over-
the-counter ("OTC") market as the Common Stock is traded in the OTC Bulletin
Board.  The OTC market is smaller than other securities markets, and prices for
OTC securities are not generally published in the news media.  Information about
the Company and transactions in the Company's shares may be more limited on the
OTC market.  Further, because the price of the Common Stock is below $5.00 per
share and the Company does not have at least $5,000,000 in net tangible assets,
the Company's Common Stock is deemed to be a "penny stock" under applicable
rules of the SEC.  Penny stocks are subject to additional sales practice
requirements on broker-dealers who sell such securities to persons other than
established customers (as defined in such rules) and accredited investors
(generally, institutions and, for individuals, an investor with assets in excess
of $1,000,000 or annual income exceeding $200,000 or $300,000 together with
such investor's spouse).  For transactions covered by these rules, the broker-
dealer must make a special suitability determination for the purchaser and must
have received the purchaser's written consent to the transaction prior to the
purchase.  Consequently, the rules may restrict the ability of broker-dealers to
sell the Common Stock and may affect the ability of holders of Common Stock to
sell their shares in the secondary market.  The above-described rules may
materially adversely affect the liquidity of the market for the Company's Common
Stock.

                                         RP-7
SELLING SECURITY HOLDER

The person who may be the Selling Security Holder pursuant to the Prospectus and
the number of shares owned as of July 8, 1996, is as follows:

                                       Number of           Number of Shares
                                       Shares Eligible     Owned After Sales
                   Number of           for sale            Hereunder and
NAME               Shares Owned        Hereunder           Percentage of Class
- ----               ------------        ---------           -------------------
Mark Beychok       8,647,485(1)        296,261(1)          8,351,224(7.5%)(1)

(1) Includes, as to shares presently owned and shares owned after sales
    hereunder: (i) 704,192 shares owned by Mr. Beychok; (ii) 27,650 shares
    owned by Mr. Beychok's IRA and pension plan; (iii) 1,250,000 shares
    underlying a presently exercisable option, expiring December 16, 1998,
    which has an exercise price of $.15 per share; (iv) 300,000 shares
    underlying a presently exercisable option, expiring September 29, 1998,
    which has an exercise price of $.10 per share; (v) 2,000,000 shares
    underlying a presently exercisable option, expiring September 15, 1998,
    which has an exercise price of $.25; (vi) 2,687,500 shares underlying the
    presently exercisable option for 10,750,000 shares, expiring December 16,
    1998, which has an exercise price of $.15 per share; (vii) 1,000,000 shares
    underlying the presently exercisable option for 3,000,000 shares, expiring
    December 16, 1998, which has an exercise price of $.15 per share; (vii)
    190,941 shares underlying a presently exercisable options with an exercise
    price of $.225 per share which expires in April 1997; (viii) 190,941 shares
    underlying a presently exercisable option with an exercise price of $.30
    per share which expires in October 1997.  Includes in number of shares
    owned and shares eligible for sale hereunder: (i) 148,131 shares; (ii)
    74,065 shares underlying a presently exercisable option with an exercise
    price of $.225 per share which expires in October 1997 (15 months from the
    date of this prospectus); and (iii) 74,065 shares underlying an option with
    an exercise price of $.30 per share which expires in April 1998 (21 months
    from the date of this prospectus).  Does not include in shares presently
    owned or shares owned after the offering; (i) 2,000,000 shares underlying
    an option, expiring December 16, 1998, for the purchase of 3,000,000 shares
    of which 1,000,000 shares are currently exercisable and 1,000,000 shares
    become exercisable on each of January 1, 1997 and January 1, 1998 and which
    has an exercise price of $.15 per share; and (ii) 8,062,500 shares 
    underlying an option, expiring December 16, 2000, for the purchase of
    10,750,000 shares of which 2,687,500 are currently exercisable and
    2,687,500 becomes exercisable as to one third of the shares covered thereby
    on each of January 1, 1997, January 1, 1998 and January 1, 1999, and which 
    has an exercise price of $.15

    Mr. Beychok is a director of the Company and has been President of the
Company since September 1993 and Chief Executive Officer of the Company since
February 1995.

                                         RP-8
PLAN OF DISTRIBUTION

    The Selling Security Holder has advised the Company that he may offer and
sell the shares of Common Stock offered hereby (See "Selling Security Holder")
from time to time in broker's transactions, individually negotiated transactions
or a combination thereof at market prices prevailing from time to time.  The
precise amounts and timing of sales if any, of the shares offered hereby will be
determined by each Selling Shareholder in his sole discretion from time to time.

    The Company has agreed to bear the costs of registering the shares of
Common Stock offered hereby under the Securities Act of 1933, as amended.

    The Selling Shareholder will deliver a Prospectus in connection with the
sale of shares of Common Stock offered hereby.  The Selling Shareholder will
comply with the volume limitations of Rule 144(e) promulgated under the 
Securities Act of 1933, as amended.

LEGAL OPINION

    The validity of the Common Stock offered hereby is being passed upon for
the Company by Frank J. Hariton, Esq., New York, New York.  Frank J. Hariton, 
Esq. owns: (i) 229,533 shares of Common Stock; (ii) 800 of the Company's
Redeemable Common Stock Purchase Warrants; (iii) 66,667 options with an exercise
price of $.225; and (iv) 66,667 options with an exercise price of $.30.

EXPERTS

The financial statements and schedules of Vitafort International Corporation as
of December 31, 1995 and 1994 and for each of the years in the three-year period
ended December 31, 1995, incorporated herein by reference and elsewhere in the
registration statement, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

The report of KPMG Peat Marwick LLP covering the December 31, 1995 financial
statements contains an explanatory paragraph that states that the Company's
recurring losses from operations and net capital deficiency raise substantial
doubt about the entity's ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of reported asset amounts or the amounts and
classification of liabilities that might result from the outcome of that
uncertainty.

                                         RP-9
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No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offering described herein and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or any Underwriter.  This Prospectus does not constitute an offer
of any securities specifically offered hereby or of any of the securities
offered hereby in any jurisdiction to any person to whom it is unlawful to make
such offer or solicitation in such jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof.

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TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----
Available Information ....................................................RP-2
Incorporation of Certain Documents by Reference ..........................RP-2
The Company ..............................................................RP-3
Risk Factors .............................................................RP-4
Selling Security-Holder...................................................RP-8
Plan of Distribution .....................................................RP-9
Legal Opinion ............................................................RP-9
Experts...................................................................RP-9
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                                       VITAFORT
                                    INTERNATIONAL 
                                     CORPORATION

                                       296,261
                                      SHARES OF
                                     COMMON STOCK

- --------------------------------------------------------------------------------

                                  REOFFER PROSPECTUS

                                    July 11, 1996

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                        RP-10