<PAGE>

As filed with the Securities and Exchange Commission on January 25, 1996
                                               Registration No. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       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)
            VITAFORT INTERNATIONAL CORPORATION 1995 STOCK OPTION PLAN
        AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN VITAFORT INTERNATIONAL
                 CORPORATION (THE "REGISTRANT") AND MARK BEYCHOK
              AGREEMENT BETWEEN THE REGISTRANT AND JOSEPH D. KOWAL
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
             OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOHN O'NEIL
             OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOHN O'NEIL
        CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND NICHOLAS KONSTANT
          OPTION AGREEMENT BETWEEN THE REGISTRANT AND NICHOLAS KONSTANT
              AGREEMENT BETWEEN THE REGISTRANT AND FRANK J. HARITON
          OPTION AGREEMENTS BETWEEN THE REGISTRANT AND FRANK J. HARITON
                AGREEMENT BETWEEN THE REGISTRANT AND LARRY BRUCIA
            OPTION AGREEMENT BETWEEN THE REGISTRANT AND LARRY BRUCIA
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND MARK BEYCHOK
             LETTER AGREEMENT BETWEEN THE REGISTRANT AND ELOY ELLIS
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOHN COPPOLINO
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND CHRIS FURIE
             OPTION AGREEMENT BETWEEN THE REGISTRANT AND CHRIS FURIE
                            (Full title of the plans)
                           MR. MARK BEYCHOK, PRESIDENT
                       VITAFORT INTERNATIONAL CORPORATION
                      1800 AVENUE OF THE STARS, SUITE 1114
                          LOS ANGELES, CALIFORNIA 90067
                     (Name and address of agent for service)
                                 (310) 552-6393
           Telephone number, including area code, of agent for service
                                    Copy to:
                             FRANK J. HARITON, ESQ.
                          485 MADISON AVENUE-9TH FLOOR
                            NEW YORK, NEW YORK 10022
                                 (212) 752-7200
<PAGE>

                         CALCULATION OF REGISTRATION FEE

Title of          Amount to be    Proposed         Proposed        Amount of
Securities to      Registered      Maximum          Maximum       Registration
be registered                       Price          Aggregate         Fee**
                                  Per Share*     Offering Price*
--------------------------------------------------------------------------------
 Common Stock,
   par value
  $.0001 per       47,292,058     $0.172213        $8,144,310        $2,808.38
    share           shares
--------------------------------------------------------------------------------

     *    Based upon the weighted average of (i) exercise prices of the options
granted under the Plan and other options included herein and (ii) the average of
the bid and asked prices of the Registrant's Common Stock as reflected on the
Electronic Bulletin Board on January 16, 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).
<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, 1994, 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, 1995, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

(c)  The Company's Current Report on Form 8-K, dated July 28, 1995, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.

(d)  The Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 1995, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

(e)  The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1995, filed pursuant to Section 13(a) or 15(d) of the Exchange
Act.

(f)  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.

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

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

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Frank J. Hariton, Esq. owns: (i) 159,533 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.


                                      II-1
<PAGE>


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 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


                                      II-2
<PAGE>

          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


                                      II-3
<PAGE>

          so directs, by independent legal counsel in a written opinion, or
          (3) by the stockholders.

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

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

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


                                      II-4
<PAGE>

          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


                                      II-5
<PAGE>

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*

           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***


                                      II-6
<PAGE>

           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

           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 -   The Vitafort International Corporation 1995 Stock Option
                    Plan

          99.02 -   Form of Option granted to Directors under The Vitafort
                    International Corporation 1995 Stock Option Plan and
                    schedule of grants

          99.03 -   Employee option granted to Mark Beychok under The Vitafort
                    International Corporation 1995 Stock Option Plan

          99.04 -   Vitafort International Corporation 1995 Stock Option Plan
                    Summary

          99.05 -   Public Relations Agreement between the Registrant and Joseph
                    D. Kowal. (Incorporated by Reference to Exhibit 99.06 to
                    Registration Statement of Form S-8 filed by the Registrant
                    on September 22, 1995.)

          99.06 -   Consulting Agreement, dated as of January 6, 1996, between
                    the Registrant and Joff Pollon.

          99.07 -   Option Agreement, dated as of January 6, 1996  between the
                    Registrant and Joff Pollon.

          99.08 -   Consulting Agreement, dated November


                                      II-7
<PAGE>

                    8, 1995 between the Registrant and John O'Neil.

          99.09 -   Option Agreement, dated December 18, 1995, between the
                    Registrant and John O'Neil.

          99.10 -   Amendment, dated December 16, 1995, to the Employment
                    Agreement between the Registrant and Mark Beychok.

          99.11 -   Option Agreement, dated December 16, 1995, between the
                    Registrant and Mark Beychok.

          99.12 -   Strategic Services Consulting Agreement, dated January 6,
                    1996, between the Registrant and Nicholas Konstant.

          99.13 -   Option Agreement, dated as of January 6, 1996, between the
                    Registrant and Nicholas Konstant.

          99.14 -   Conversion Agreement, dated December 22, 1995, between the
                    Registrant and Frank J. Hariton.

          99.15 -   Class A Option Agreement, as of dated December 22, 1995,
                    between the Registrant and Frank J. Hariton.

          99.16 -   Class B Option Agreement, dated as of December 22, 1995,
                    between the Registrant and Frank J. Hariton.

          99.17 -   Conversion Agreement, dated as of December 22, 1995, between
                    the Registrant and Larry Brucia.

          99.18 -   Class A Option Agreement, dated as of December 30, 1995,
                    between the Registrant and Larry Brucia.

          99.19 -   Class B Option Agreement, dated as of December 30, 1995
                    between the Registrant and Larry Brucia.

          99.20 -   Conversion Agreement, dated as of December 22, 1995, between
                    the Registrant and Mark Beychok.

          99.21 -   Class A Option Agreement, dated as of December 30, 1995,
                    between the Registrant and Mark Beychok.

          99.22 -   Class B Option Agreement, dated as of December 30, 1995
                    between the Registrant and Mark Beychok.

          99.23 -   Conversion Agreement, dated as of December 22,


                                      II-8
<PAGE>

                    1995, between the Registrant and Eloy Ellis.

          99.24 -   Class A Option Agreement, dated as of December 30, 1995,
                    between the Registrant and Eloy Ellis.

          99.25 -   Class B Option Agreement, dated as of December 30, 1995
                    between the Registrant and Eloy Ellis.

          99.26 -   Conversion Agreement, dated as of December 22, 1995, between
                    the Registrant and John Coppolino.

          99.27 -   Class A Option Agreement, dated as of December 30, 1995,
                    between the Registrant and John Coppolino.

          99.28 -   Class B Option Agreement, dated December 30, 1995 between
                    the Registrant and John Coppolino.

          99.29 -   Consulting Agreement, dated November 2, 1995, between the
                    Registrant and Chris Furie.

          99.30 -   Amendment, dated January 6, 1996, to Consulting Agreement
                    between the Registrant and Chris Furie.

          99.31 -   Option Agreement, dated November  , 1995, between the
                    Registrant and Chris Furie.

*    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.


                                      II-9
<PAGE>

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-10
<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 24th day
of January, 1996.


                         VITAFORT INTERNATIONAL CORPORATION



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




                                      II-11
<PAGE>

                                POWER OF ATTORNEY

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

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

                           Director, Chief Operating
                           Officer and President
                           (Principal Executive, Accounting
                           and Financial Officer)
  /s/ Mark Beychok                                          January 17, 1996
-------------------------
  Mark Beychok

                           Chairman of the Board and
                           a Director
 /s/Sheldon Schrager                                        January 17, 1996
-------------------------
 Sheldon Schrager

                           Director                         January   , 1996
-------------------------
Stanley J. Pasarell


/s/ Donald Wohl
-------------------------
  Donald Wohl              Director                         January 17, 1996


-------------------------
  Kenneth Berg             Director                         January    , 1996


                                      II-12
<PAGE>

                                INDEX TO EXHIBITS
EXHIBIT NO.                       DESCRIPTION

 4.l -    Certificate of Incorporation of Registrant*

 4.2 -    By-laws of Registrant*

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

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

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

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

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

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

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

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

 4.11 -   Specimen Stock Certificate*

 4.12 -   Specimen Redeemable Common Stock Purchase Warrant*

 4.13 -   Form of Warrant Agreement*

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

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

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

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

 4.18 -   Warrant Extension Agreement, May 3, 1995

 4.19 -   Warrant Extension Agreement, June 15, 1995

 4.20 -   Warrant Extension Agreement, July 17, 1995

 4.21 -   Warrant Extension Agreement, August 16, 1995

 4.22 -   Warrant Extension Agreement, December 31, 1995

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

23.01 -   Consent of Frank J. Hariton, Esq. (included in
<PAGE>

          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 -   The Vitafort International Corporation 1995 Stock Option Plan

99.02 -   Form of Option granted to Directors under The Vitafort International
          Corporation 1995 Stock Option Plan and schedule of grants

99.03 -   Employee option granted to Mark Beychok under The Vitafort
          International Corporation 1995 Stock Option Plan

99.04 -   Vitafort International Corporation 1995 Stock Option Plan Summary

99.05 -   Public Relations Agreement between the Registrant and Joseph D. Kowal.
          (Incorporated by Reference to Exhibit 99.06 to Registration Statement
          of Form S-8 filed by the Registrant on September 22, 1995.)

99.06 -   Consulting Agreement, dated as of January 6, 1996, between the
          Registrant and Joff Pollon.

99.07 -   Option Agreement, dated as of January 6, 1996  between the Registrant
          and Joff Pollon.

99.08 -   Consulting Agreement, dated November 8, 1995 between the Registrant
          and John O'Neil.

99.09 -   Option Agreement, dated December 18, 1995, between the Registrant and
          John O'Neil.

99.10 -   Amendment, dated December 16, 1995, to the Employment Agreement
          between the Registrant and Mark Beychok.

99.11 -   Option Agreement, dated December 16, 1995, between the Registrant and
          Mark Beychok.

99.12 -   Strategic Services Consulting Agreement, dated January 6, 1996,
          between the Registrant and Nicholas Konstant.

99.13 -   Option Agreement, dated as of January 6, 1996, between the Registrant
          and Nicholas Konstant.

99.14 -   Conversion Agreement, dated December 22, 1995, between the Registrant
          and Frank J. Hariton.

99.15 -   Class A Option Agreement, as of dated December 22, 1995, between the
          Registrant and Frank J. Hariton.
<PAGE>

99.16 -   Class B Option Agreement, dated as of December 22, 1995, between the
          Registrant and Frank J. Hariton.

99.17 -   Conversion Agreement, dated as of December 22, 1995, between the
          Registrant and Larry Brucia.

99.18 -   Class A Option Agreement, dated as of December 30, 1995, between the
          Registrant and Larry Brucia.

99.19 -   Class B Option Agreement, dated as of December 30, 1995 between the
          Registrant and Larry Brucia.

99.20 -   Conversion Agreement, dated as of December 22, 1995, between the
          Registrant and Mark Beychok.

99.21 -   Class A Option Agreement, dated as of December 30, 1995, between the
          Registrant and Mark Beychok.

99.22 -   Class B Option Agreement, dated as of December 30, 1995 between the
          Registrant and Mark Beychok.

99.23 -   Conversion Agreement, dated as of December 22, 1995, between the
          Registrant and Eloy Ellis.

99.24 -   Class A Option Agreement, dated as of December 30, 1995, between the
          Registrant and Eloy Ellis.

99.25 -   Class B Option Agreement, dated as of December 30, 1995 between the
          Registrant and Eloy Ellis.

99.26 -   Conversion Agreement, dated as of December 22, 1995, between the
          Registrant and John Coppolino.

99.27 -   Class A Option Agreement, dated as of December 30, 1995, between the
          Registrant and John Coppolino.

99.28 -   Class B Option Agreement, dated December 30, 1995 between the
          Registrant and John Coppolino.

99.29 -   Consulting Agreement, dated November 2, 1995, between the Registrant
          and Chris Furie.

99.30 -   Amendment, dated January 6, 1996, to Consulting Agreement between the
          Registrant and Chris Furie.

99.31 -   Option Agreement, dated November  , 1995, between the Registrant and
          Chris Furie.

*    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.
<PAGE>


                      R E O F F E R    P R O S P E C T U S



                                26,763,684 SHARES

                       VITAFORT INTERNATIONAL CORPORATION

                                  COMMON STOCK

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

     The shares offered hereby will be sold by the Selling Shareholders.  See
"Selling Shareholders."  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 $4,000,243.

     The shares of Common Stock of the Company are traded in the Electronic
Bulletin Board under the symbol "VFRT."  On January 16, 1996, the closing bid
and asked prices of the Common Stock were approximately $.49 and $.50 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 Shareholders have advised the Company that they propose 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 Shareholders in their sole discretion from time to
time.

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


                 THE DATE OF THIS PROSPECTUS IS JANUARY 22, 1996
<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, 1994, Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995 , Current Report on Form 8-K, dated
July 28, 1995, 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).

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


                                      - 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
businesses 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 its principal product, a line of fat free
brownies under the brand name Fudgets-TM-.  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.  In late 1995 the Company began
production of low fat confectionery items and fat free cakes under the
Truffette-TM- and Cakette-TM- brand names.   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 new products, the Company's
business did not achieve profitability during 1995.

     The Company's fat free brownies and cakes and its 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 competitively available products, 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.


                                      -3 -
<PAGE>

     The Company is a Delaware corporation organized on September 28, 1989, and
its principal executive offices are located at 1800 Avenue of the Stars, Suite
1114, Los Angeles, California 90067 (telephone number 310-552-6393).



                                  RISK FACTORS

The Shares offered hereby involve a high degree of risk, including, but not
necessarily limited to, the risk factors described below.  Each prospective
investor should consider carefully the information set forth below as well as
the other information set forth in or incorporated by reference into this
Prospectus.

1. FINANCIAL CONDITION.  The Company has never had profits from ongoing
operations, and from inception through September 30, 1995 had lost an aggregate
of approximately $11,000,000, and will report additional losses for calendar
1995.  The report of the independent auditors included in the Company's Form 10-
KSB for the year ended December 31, 1994, incorporated by reference herein,
includes an explanatory paragraph relating to the ability of the Company to
continue as a going concern.  In addition, the Company has never met its
financial projections.

2. NEW PRODUCTS AND LINES OF BUSINESS.  The Company has introduced new products
during 1994 and late 1995 and for future revenues the Company will be relying on
recently acquired products and rights where there is limited history of
operations, successful commercial manufacture and distribution, or market
acceptance.  Accordingly, no assurance can be given that they will enjoy a
sufficient level of market acceptance to permit profitable operations.
Accordingly, the commercial development of each of these new products has all of
the risks of a new venture and may prove not to be beneficial to the Company and
its shareholders.

3.  LIMITED EXPERIENCE OF MANAGEMENT.   Although Mark Beychok, president of the
Company, has substantial experience in food distribution and marketing, the
other officers of the Company have no prior experience in the operation of the
business of the commercial manufacture, marketing, and distribution of foods.

5. DEPENDANCE ON MANAGEMENT.   The Company is highly dependant on the efforts of
its President and Chief Executive Officer:  Mark Beychok, who has entered into a
three year employment agreement with the Company through November 30, 1996.  The
Company has also obtained key man life insurance on Mr. Beychok.  The loss of
Mr. Beychok's services would have a material adverse effect on the Company and
no assurance can be given that the proceeds of such


                                      - 4 -
<PAGE>

policy will be sufficient to enable the Company to hire a suitable replacement.

5. THINLY TRADED STOCK.   The Company's Common Stock is on the "Electronic
Bulletin Board" and any quotations appearing thereon are not necessarily
indicative of the value of the Shares or the prices the Investors might receive
for their Shares.  In addition, the Company's Common Stock has at times been
thinly and infrequently traded.

6.  POTENTIAL ADVERSE IMPACT OF THE "PENNY STOCK RULES" ON THE SALE OF THE
COMPANY'S STOCK.   Since the price of the Shares is below $5.00, the Shares are
covered by Rule 15(c)2-6 (the "Penny Stock Rules") that impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse).  For transactions covered by the Penny Stock Rules, the
broker-dealer must, among other things, make a suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale as well as make certain risk disclosures to customers before
effecting transactions in "penny stocks".  Consequently, the "Penny Stock Rules"
may effect the liquidity of an investment in the Shares.

7.  RECENT SALES OF RESTRICTED SECURITIES  During 1995 and January 1996 the
Company sold approximately 39 million shares of its Common Stock at prices
ranging from $.12 to $.15 in private placement transactions.  In addition, in
the last six months options to purchase approximately 82,600,000 shares have
been issued at prices varying from $.15 to $.30.  The resales of these shares or
the shares underlying the options may in the future have a depressive effect on
the market for the Shares.

8.  POSSIBLE NEED FOR ADDITIONAL FINANCING.  The Company may require additional
capital to complete its marketing plans for its new products and no assurance is
given that such capital will be available on favorable or any other terms.

9.  EFFECT OF RECENT STOCK AND OPTION ISSUANCES ON FUTURE FINANCIAL RESULTS.  In
order to settle outstanding indebtedness and claims against the company and in
order to attract its new management team, the Company issued approximately
1,000,000 shares and approximately 41,000,000 stock options.  Such issuances and
grants when coupled with the other recent issuances discussed herein will likely
limit the ability of the Company to utilize its net operating loss carry-forward
and may in the future have a substantial negative impact to any earnings of the
Company.  Accordingly, these factors may negatively impact the price of the
Company's stock and its ability to raise additional


                                      - 5 -
<PAGE>

capital.

                            SELLING SECURITY-HOLDERS

The persons who, as of the date hereof, may be Selling Stockholders pursuant to
the Prospectus are set forth below.

   NAME            NUMBER OF          NUMBER OF          NUMBER OF
                   SHARES OWNED       SHARES ELIGIBLE    SHARES OWNED
                                      FOR SALE           AFTER SALES
                                      HEREUNDER          HEREUNDER AND
                                                         PERCENTAGE
                                                         OF CLASS


Mark Beychok       5,646,806(1)       15,736,684(1)   4,264,964(5.1%)(1)

Sheldon Schrager   1,723,333(2)        4,000,000(2)     390,000( .5%)(2)

Stanley J.
    Pasarell       1,261,805(3)        3,000,000(3)     261,805( .3%)(3)

Donald Wohl        1,400,000(4)        3,000,000(4)     400,000( .5%)(4)

Kenneth Berg         691,666(5)        1,000,000(5)     358,333( .4)(5)


(1)  Includes, as to shares presently owned and shares owned after sales
hereunder: (i) 322,350 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; and (v) 2,000,000 shares underlying a presently exercisable option,
expiring September 15, 1998, which has an exercise price of $.25.  Includes, as
to shares presently owned: (i) 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; (ii) 1,250,000 shares underlying a
presently exercisable option with an exercise price of $.15 which expires
December 16, 1998; (iii) 190,941 shares underlying a presently exercisable
option with an exercise price of $.225 which expires 15 months after the
effective date of a registration statement relating to options granted in a
private placement transaction; and (iv) 190,941 shares underlying a presently
exercisable option with an exercise price of $.30 which expires 21 months after
the effective date of a registration statement relating to options granted in a
private placement transaction.  Includes, as to shares offered hereby: (i)
3,000,000 shares underlying an option, expiring December 16, 1998, of which
1,000,000 shares are currently exercisable and 1,000,000 shares become
exercisable on each of January 1, 1997


                                      - 6 -
<PAGE>

and January 1, 1998 and which has an exercise price of $.15 per share; (ii)
10,750,000 shares underlying an option, expiring December 16, 2000, which has an
exercise price of $.15 and becomes exercisable as to one third of the shares
covered thereby on each of January 1, 1997, January 1, 1998 and January 1, 1999;
(iii) 1,250,000 shares underlying a presently exercisable option with an
exercise price of $.15 which expires December 16, 1998; (iv) 190,941 shares
underlying a presently exercisable option with an exercise price of $.225 which
expires 15 months after the effective date of a registration statement relating
to options granted in a private placement transaction; (v) 190,941 shares
underlying a presently exercisable option with an exercise price of $.30 which
expires 21 months after the effective date of a registration statement relating
to options granted in a private placement transaction and (vi) 381,842 shares of
common stock.

(2)  Includes, as to shares presently owned and shares owned after sales
hereunder: (i) 370,000 shares owned jointly by Mr. Schrager and his wife and
(ii)  20,000 shares owned by Mr. Schrager's individual retirement account.
Includes, as to shares presently owned, 1,333,333 shares underlying a presently
exercisable option, expiring December 16, 1998, which has an exercise price of
$.15.  Includes, as to shares offered hereby 4,000,000 shares underlying an
option, expiring December 16, 1998, of which 1,333,333 are presently exercisable
and the balance become exercisable in equal installments on January 1, 1997 and
January 1, 1998, which has an exercise price of $.15.

(3)  Includes, as to shares presently owned and shares owned after sales
hereunder: (i) 257,465 shares owned by Mr. Pasarrel and (ii) 3,340 of the
Company's Redeemable Public Warrants which are currently exercisable and have an
exercise price of $2.375 and an expiration date of April 30, 1996.  Includes, as
to shares presently owned, 1,000,000 shares underlying a presently exercisable
option, expiring December 16, 1998, which has an exercise price of $.15.
Includes, as to shares offered hereby 4,000,000 shares underlying an option,
expiring December 16, 1998, of which 1,000,000 are presently exercisable and the
balance become exercisable in equal installments on January 1, 1997 and January
1, 1998, which has an exercise price of $.15.

(4)  Includes, as to shares presently owned and shares owned after sales
hereunder, 400,000 shares underlying a presently exercisable option owned by Mr.
Wohl which has an exercise price of $.22 and expires November 20, 1996.  Does
not include 4,500,000 shares owned by V.F.R.T. Partners, L.P., a California
limited partnership, of which Mr. Wohl is the general partner.  Includes, as to
shares presently owned, 1,000,000 shares underlying a presently exercisable
option, expiring December 16, 1998, which has an exercise price of $.15.
Includes, as to shares offered hereby 1,000,000 shares underlying an option,
expiring December 16, 1998, of which 1,000,000 are presently


                                      - 7 -
<PAGE>

exercisable and the balance become exercisable in equal installments on January
1, 1997 and January 1, 1998, which has an exercise price of $.15.

(5)  Includes, as to shares presently owned and shares owned after sales
hereunder: (i) 25,000 shares underlying a presently exercisable option owned by
Mr. Berg which has an exercise price of $.20 and expires September 18, 1997 and
(ii) 333,333 shares representing the presently exercisable portion of an option
covering 1,000,000 shares which has an exercise price of $.15 and expires
December 16, 1998.  Includes, as to shares presently owned, 333,333 shares
underlying the presently exercisable portion of an option, expiring December 16,
1998, which has an exercise price of $.15.  Includes, as to shares offered
hereby 1,000,000 shares underlying an option, expiring December 16, 1998, of
which 333,333 are presently exercisable and the balance become exercisable in
equal installments on January 1, 1997 and January 1, 1998, which option has an
exercise price of $.15.


     All of the above selling security holders are directors of the Company.  In
addition (i) Mr. Beychok has been President of the Company since September 1993
and Chief Executive Officer of the Company since February 1995; and (ii) Mr.
Schrager has been Chairman of the Board of the Company since February 1995.



                              PLAN OF DISTRIBUTION


     The Selling Shareholders have advised the Company that they may offer and
sell the shares of Common Stock offered hereby (See "Selling Stockholders") 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.

     Each Selling Shareholder will deliver a Prospectus in connection with the
sale of shares of Common Stock offered hereby.  Each Selling Shareholder will
comply with the volume limitations of Rule 144(e) promulgated under the
Securities Act of 1933, as amended.   The Selling Shareholder may not sell any
shares of the Company's Common Stock at prices over $.15 per share prior to
June 16, 1996.


                                      - 8 -
<PAGE>

                                  LEGAL OPINION

     The validity of the Common Stock offered hereby is being passed upon for
the Company by Frank J. Hariton, Esq.  Frank J. Hariton, Esq. owns: (i) 159,533
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, 1994 and 1993 and for each of the years in the three-year period
ended December 31, 1994, 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 accounts, 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, 1994 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.


                                      - 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 other than those 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. . . . . . . . . . . . . . . . . . . . . . . . .       2
Incorporation of Certain Documents by Reference. . . . . . . . . . . .       2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3
Selling Security-Holders . . . . . . . . . . . . . . . . . . . . . . .       6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . .       8
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9



                             VITAFORT INTERNATIONAL
                                   CORPORATION


                                   26,763,684
                                   SHARES OF
                                   COMMON STOCK


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

                               REOFFER PROSPECTUS

                                January 22, 1996

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


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


                                     - 10 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 60656}]
{"company-data": {"conformed-name": "VITAFORT INTERNATIONAL CORP", "cik": "0000857139", "assigned-sic": "6794", "irs-number": "680110509", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00435", "film-number": "96507107"}, "business-address": {"street1": "1800 AVE OF THE STARS STE 1114", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3105526393"}, "mail-address": {"street2": "1800 AVENUE OF THE STARS", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}}
As filed with the Securities and Exchange Commission on January 25, 1996
                                               Registration No. 33-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       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)
            VITAFORT INTERNATIONAL CORPORATION 1995 STOCK OPTION PLAN
        AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN VITAFORT INTERNATIONAL
                 CORPORATION (THE "REGISTRANT") AND MARK BEYCHOK
              AGREEMENT BETWEEN THE REGISTRANT AND JOSEPH D. KOWAL
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
             OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOHN O'NEIL
             OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOHN O'NEIL
        CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND NICHOLAS KONSTANT
          OPTION AGREEMENT BETWEEN THE REGISTRANT AND NICHOLAS KONSTANT
              AGREEMENT BETWEEN THE REGISTRANT AND FRANK J. HARITON
          OPTION AGREEMENTS BETWEEN THE REGISTRANT AND FRANK J. HARITON
                AGREEMENT BETWEEN THE REGISTRANT AND LARRY BRUCIA
            OPTION AGREEMENT BETWEEN THE REGISTRANT AND LARRY BRUCIA
            LETTER AGREEMENT BETWEEN THE REGISTRANT AND MARK BEYCHOK
             LETTER AGREEMENT BETWEEN THE REGISTRANT AND ELOY ELLIS
           LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOHN COPPOLINO
           CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND CHRIS FURIE
             OPTION AGREEMENT BETWEEN THE REGISTRANT AND CHRIS FURIE
                            (Full title of the plans)
                           MR. MARK BEYCHOK, PRESIDENT
                       VITAFORT INTERNATIONAL CORPORATION
                      1800 AVENUE OF THE STARS, SUITE 1114
                          LOS ANGELES, CALIFORNIA 90067
                     (Name and address of agent for service)
                                 (310) 552-6393
           Telephone number, including area code, of agent for service
                                    Copy to:
                             FRANK J. HARITON, ESQ.
                          485 MADISON AVENUE-9TH FLOOR
                            NEW YORK, NEW YORK 10022
                                 (212) 752-7200
CALCULATION OF REGISTRATION FEE

Title of          Amount to be    Proposed         Proposed        Amount of
Securities to      Registered      Maximum          Maximum       Registration
be registered                       Price          Aggregate         Fee**
                                  Per Share*     Offering Price*
--------------------------------------------------------------------------------
 Common Stock,
   par value
  $.0001 per       47,292,058     $0.172213        $8,144,310        $2,808.38
    share           shares
--------------------------------------------------------------------------------

     *    Based upon the weighted average of (i) exercise prices of the options
granted under the Plan and other options included herein and (ii) the average of
the bid and asked prices of the Registrant's Common Stock as reflected on the
Electronic Bulletin Board on January 16, 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).
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, 1994, 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, 1995, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

(c)  The Company's Current Report on Form 8-K, dated July 28, 1995, filed
pursuant to Section 13(a) or 15(d) of the Exchange Act.

(d)  The Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 1995, filed pursuant to Section 13(a) or 15(d) of the Exchange Act.

(e)  The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1995, filed pursuant to Section 13(a) or 15(d) of the Exchange
Act.

(f)  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.

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

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

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Frank J. Hariton, Esq. owns: (i) 159,533 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.

                                      II-1
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 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

                                      II-2
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

                                      II-3
so directs, by independent legal counsel in a written opinion, or
          (3) by the stockholders.

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

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

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

                                      II-4
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

                                      II-5
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*

           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***

                                      II-6
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

           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 -   The Vitafort International Corporation 1995 Stock Option
                    Plan

          99.02 -   Form of Option granted to Directors under The Vitafort
                    International Corporation 1995 Stock Option Plan and
                    schedule of grants

          99.03 -   Employee option granted to Mark Beychok under The Vitafort
                    International Corporation 1995 Stock Option Plan

          99.04 -   Vitafort International Corporation 1995 Stock Option Plan
                    Summary

          99.05 -   Public Relations Agreement between the Registrant and Joseph
                    D. Kowal. (Incorporated by Reference to Exhibit 99.06 to
                    Registration Statement of Form S-8 filed by the Registrant
                    on September 22, 1995.)

          99.06 -   Consulting Agreement, dated as of January 6, 1996, between
                    the Registrant and Joff Pollon.

          99.07 -   Option Agreement, dated as of January 6, 1996  between the
                    Registrant and Joff Pollon.

          99.08 -   Consulting Agreement, dated November

                                      II-7
8, 1995 between the Registrant and John O'Neil.

          99.09 -   Option Agreement, dated December 18, 1995, between the
                    Registrant and John O'Neil.

          99.10 -   Amendment, dated December 16, 1995, to the Employment
                    Agreement between the Registrant and Mark Beychok.

          99.11 -   Option Agreement, dated December 16, 1995, between the
                    Registrant and Mark Beychok.

          99.12 -   Strategic Services Consulting Agreement, dated January 6,
                    1996, between the Registrant and Nicholas Konstant.

          99.13 -   Option Agreement, dated as of January 6, 1996, between the
                    Registrant and Nicholas Konstant.

          99.14 -   Conversion Agreement, dated December 22, 1995, between the
                    Registrant and Frank J. Hariton.

          99.15 -   Class A Option Agreement, as of dated December 22, 1995,
                    between the Registrant and Frank J. Hariton.

          99.16 -   Class B Option Agreement, dated as of December 22, 1995,
                    between the Registrant and Frank J. Hariton.

          99.17 -   Conversion Agreement, dated as of December 22, 1995, between
                    the Registrant and Larry Brucia.

          99.18 -   Class A Option Agreement, dated as of December 30, 1995,
                    between the Registrant and Larry Brucia.

          99.19 -   Class B Option Agreement, dated as of December 30, 1995
                    between the Registrant and Larry Brucia.

          99.20 -   Conversion Agreement, dated as of December 22, 1995, between
                    the Registrant and Mark Beychok.

          99.21 -   Class A Option Agreement, dated as of December 30, 1995,
                    between the Registrant and Mark Beychok.

          99.22 -   Class B Option Agreement, dated as of December 30, 1995
                    between the Registrant and Mark Beychok.

          99.23 -   Conversion Agreement, dated as of December 22,

                                      II-8
1995, between the Registrant and Eloy Ellis.

          99.24 -   Class A Option Agreement, dated as of December 30, 1995,
                    between the Registrant and Eloy Ellis.

          99.25 -   Class B Option Agreement, dated as of December 30, 1995
                    between the Registrant and Eloy Ellis.

          99.26 -   Conversion Agreement, dated as of December 22, 1995, between
                    the Registrant and John Coppolino.

          99.27 -   Class A Option Agreement, dated as of December 30, 1995,
                    between the Registrant and John Coppolino.

          99.28 -   Class B Option Agreement, dated December 30, 1995 between
                    the Registrant and John Coppolino.

          99.29 -   Consulting Agreement, dated November 2, 1995, between the
                    Registrant and Chris Furie.

          99.30 -   Amendment, dated January 6, 1996, to Consulting Agreement
                    between the Registrant and Chris Furie.

          99.31 -   Option Agreement, dated November  , 1995, between the
                    Registrant and Chris Furie.

*    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.

                                      II-9
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-10
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 24th day
of January, 1996.

                         VITAFORT INTERNATIONAL CORPORATION

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

                                      II-11
POWER OF ATTORNEY

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

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

                           Director, Chief Operating
                           Officer and President
                           (Principal Executive, Accounting
                           and Financial Officer)
  /s/ Mark Beychok                                          January 17, 1996
-------------------------
  Mark Beychok

                           Chairman of the Board and
                           a Director
 /s/Sheldon Schrager                                        January 17, 1996
-------------------------
 Sheldon Schrager

                           Director                         January   , 1996
-------------------------
Stanley J. Pasarell

/s/ Donald Wohl
-------------------------
  Donald Wohl              Director                         January 17, 1996

-------------------------
  Kenneth Berg             Director                         January    , 1996

                                      II-12
INDEX TO EXHIBITS
EXHIBIT NO.                       DESCRIPTION

 4.l -    Certificate of Incorporation of Registrant*

 4.2 -    By-laws of Registrant*

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

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

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

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

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

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

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

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

 4.11 -   Specimen Stock Certificate*

 4.12 -   Specimen Redeemable Common Stock Purchase Warrant*

 4.13 -   Form of Warrant Agreement*

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

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

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

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

 4.18 -   Warrant Extension Agreement, May 3, 1995

 4.19 -   Warrant Extension Agreement, June 15, 1995

 4.20 -   Warrant Extension Agreement, July 17, 1995

 4.21 -   Warrant Extension Agreement, August 16, 1995

 4.22 -   Warrant Extension Agreement, December 31, 1995

 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 -   The Vitafort International Corporation 1995 Stock Option Plan

99.02 -   Form of Option granted to Directors under The Vitafort International
          Corporation 1995 Stock Option Plan and schedule of grants

99.03 -   Employee option granted to Mark Beychok under The Vitafort
          International Corporation 1995 Stock Option Plan

99.04 -   Vitafort International Corporation 1995 Stock Option Plan Summary

99.05 -   Public Relations Agreement between the Registrant and Joseph D. Kowal.
          (Incorporated by Reference to Exhibit 99.06 to Registration Statement
          of Form S-8 filed by the Registrant on September 22, 1995.)

99.06 -   Consulting Agreement, dated as of January 6, 1996, between the
          Registrant and Joff Pollon.

99.07 -   Option Agreement, dated as of January 6, 1996  between the Registrant
          and Joff Pollon.

99.08 -   Consulting Agreement, dated November 8, 1995 between the Registrant
          and John O'Neil.

99.09 -   Option Agreement, dated December 18, 1995, between the Registrant and
          John O'Neil.

99.10 -   Amendment, dated December 16, 1995, to the Employment Agreement
          between the Registrant and Mark Beychok.

99.11 -   Option Agreement, dated December 16, 1995, between the Registrant and
          Mark Beychok.

99.12 -   Strategic Services Consulting Agreement, dated January 6, 1996,
          between the Registrant and Nicholas Konstant.

99.13 -   Option Agreement, dated as of January 6, 1996, between the Registrant
          and Nicholas Konstant.

99.14 -   Conversion Agreement, dated December 22, 1995, between the Registrant
          and Frank J. Hariton.

99.15 -   Class A Option Agreement, as of dated December 22, 1995, between the
          Registrant and Frank J. Hariton.
99.16 -   Class B Option Agreement, dated as of December 22, 1995, between the
          Registrant and Frank J. Hariton.

99.17 -   Conversion Agreement, dated as of December 22, 1995, between the
          Registrant and Larry Brucia.

99.18 -   Class A Option Agreement, dated as of December 30, 1995, between the
          Registrant and Larry Brucia.

99.19 -   Class B Option Agreement, dated as of December 30, 1995 between the
          Registrant and Larry Brucia.

99.20 -   Conversion Agreement, dated as of December 22, 1995, between the
          Registrant and Mark Beychok.

99.21 -   Class A Option Agreement, dated as of December 30, 1995, between the
          Registrant and Mark Beychok.

99.22 -   Class B Option Agreement, dated as of December 30, 1995 between the
          Registrant and Mark Beychok.

99.23 -   Conversion Agreement, dated as of December 22, 1995, between the
          Registrant and Eloy Ellis.

99.24 -   Class A Option Agreement, dated as of December 30, 1995, between the
          Registrant and Eloy Ellis.

99.25 -   Class B Option Agreement, dated as of December 30, 1995 between the
          Registrant and Eloy Ellis.

99.26 -   Conversion Agreement, dated as of December 22, 1995, between the
          Registrant and John Coppolino.

99.27 -   Class A Option Agreement, dated as of December 30, 1995, between the
          Registrant and John Coppolino.

99.28 -   Class B Option Agreement, dated December 30, 1995 between the
          Registrant and John Coppolino.

99.29 -   Consulting Agreement, dated November 2, 1995, between the Registrant
          and Chris Furie.

99.30 -   Amendment, dated January 6, 1996, to Consulting Agreement between the
          Registrant and Chris Furie.

99.31 -   Option Agreement, dated November  , 1995, between the Registrant and
          Chris Furie.

*    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.
R E O F F E R    P R O S P E C T U S

                                26,763,684 SHARES

                       VITAFORT INTERNATIONAL CORPORATION

                                  COMMON STOCK

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

     The shares offered hereby will be sold by the Selling Shareholders.  See
"Selling Shareholders."  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 $4,000,243.

     The shares of Common Stock of the Company are traded in the Electronic
Bulletin Board under the symbol "VFRT."  On January 16, 1996, the closing bid
and asked prices of the Common Stock were approximately $.49 and $.50 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 Shareholders have advised the Company that they propose 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 Shareholders in their sole discretion from time to
time.

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

                 THE DATE OF THIS PROSPECTUS IS JANUARY 22, 1996
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, 1994, Quarterly Reports on Form 10-QSB for the quarters ended March 31,
1995, June 30, 1995 and September 30, 1995 , Current Report on Form 8-K, dated
July 28, 1995, 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).

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

                                      - 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
businesses 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 its principal product, a line of fat free
brownies under the brand name Fudgets-TM-.  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.  In late 1995 the Company began
production of low fat confectionery items and fat free cakes under the
Truffette-TM- and Cakette-TM- brand names.   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 new products, the Company's
business did not achieve profitability during 1995.

     The Company's fat free brownies and cakes and its 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 competitively available products, 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.

                                      -3 -
The Company is a Delaware corporation organized on September 28, 1989, and
its principal executive offices are located at 1800 Avenue of the Stars, Suite
1114, Los Angeles, California 90067 (telephone number 310-552-6393).

                                  RISK FACTORS

The Shares offered hereby involve a high degree of risk, including, but not
necessarily limited to, the risk factors described below.  Each prospective
investor should consider carefully the information set forth below as well as
the other information set forth in or incorporated by reference into this
Prospectus.

1. FINANCIAL CONDITION.  The Company has never had profits from ongoing
operations, and from inception through September 30, 1995 had lost an aggregate
of approximately $11,000,000, and will report additional losses for calendar
1995.  The report of the independent auditors included in the Company's Form 10-
KSB for the year ended December 31, 1994, incorporated by reference herein,
includes an explanatory paragraph relating to the ability of the Company to
continue as a going concern.  In addition, the Company has never met its
financial projections.

2. NEW PRODUCTS AND LINES OF BUSINESS.  The Company has introduced new products
during 1994 and late 1995 and for future revenues the Company will be relying on
recently acquired products and rights where there is limited history of
operations, successful commercial manufacture and distribution, or market
acceptance.  Accordingly, no assurance can be given that they will enjoy a
sufficient level of market acceptance to permit profitable operations.
Accordingly, the commercial development of each of these new products has all of
the risks of a new venture and may prove not to be beneficial to the Company and
its shareholders.

3.  LIMITED EXPERIENCE OF MANAGEMENT.   Although Mark Beychok, president of the
Company, has substantial experience in food distribution and marketing, the
other officers of the Company have no prior experience in the operation of the
business of the commercial manufacture, marketing, and distribution of foods.

5. DEPENDANCE ON MANAGEMENT.   The Company is highly dependant on the efforts of
its President and Chief Executive Officer:  Mark Beychok, who has entered into a
three year employment agreement with the Company through November 30, 1996.  The
Company has also obtained key man life insurance on Mr. Beychok.  The loss of
Mr. Beychok's services would have a material adverse effect on the Company and
no assurance can be given that the proceeds of such

                                      - 4 -
policy will be sufficient to enable the Company to hire a suitable replacement.

5. THINLY TRADED STOCK.   The Company's Common Stock is on the "Electronic
Bulletin Board" and any quotations appearing thereon are not necessarily
indicative of the value of the Shares or the prices the Investors might receive
for their Shares.  In addition, the Company's Common Stock has at times been
thinly and infrequently traded.

6.  POTENTIAL ADVERSE IMPACT OF THE "PENNY STOCK RULES" ON THE SALE OF THE
COMPANY'S STOCK.   Since the price of the Shares is below $5.00, the Shares are
covered by Rule 15(c)2-6 (the "Penny Stock Rules") that impose additional sales
practice requirements on broker-dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse).  For transactions covered by the Penny Stock Rules, the
broker-dealer must, among other things, make a suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction prior
to the sale as well as make certain risk disclosures to customers before
effecting transactions in "penny stocks".  Consequently, the "Penny Stock Rules"
may effect the liquidity of an investment in the Shares.

7.  RECENT SALES OF RESTRICTED SECURITIES  During 1995 and January 1996 the
Company sold approximately 39 million shares of its Common Stock at prices
ranging from $.12 to $.15 in private placement transactions.  In addition, in
the last six months options to purchase approximately 82,600,000 shares have
been issued at prices varying from $.15 to $.30.  The resales of these shares or
the shares underlying the options may in the future have a depressive effect on
the market for the Shares.

8.  POSSIBLE NEED FOR ADDITIONAL FINANCING.  The Company may require additional
capital to complete its marketing plans for its new products and no assurance is
given that such capital will be available on favorable or any other terms.

9.  EFFECT OF RECENT STOCK AND OPTION ISSUANCES ON FUTURE FINANCIAL RESULTS.  In
order to settle outstanding indebtedness and claims against the company and in
order to attract its new management team, the Company issued approximately
1,000,000 shares and approximately 41,000,000 stock options.  Such issuances and
grants when coupled with the other recent issuances discussed herein will likely
limit the ability of the Company to utilize its net operating loss carry-forward
and may in the future have a substantial negative impact to any earnings of the
Company.  Accordingly, these factors may negatively impact the price of the
Company's stock and its ability to raise additional

                                      - 5 -
capital.

                            SELLING SECURITY-HOLDERS

The persons who, as of the date hereof, may be Selling Stockholders pursuant to
the Prospectus are set forth below.

   NAME            NUMBER OF          NUMBER OF          NUMBER OF
                   SHARES OWNED       SHARES ELIGIBLE    SHARES OWNED
                                      FOR SALE           AFTER SALES
                                      HEREUNDER          HEREUNDER AND
                                                         PERCENTAGE
                                                         OF CLASS

Mark Beychok       5,646,806(1)       15,736,684(1)   4,264,964(5.1%)(1)

Sheldon Schrager   1,723,333(2)        4,000,000(2)     390,000( .5%)(2)

Stanley J.
    Pasarell       1,261,805(3)        3,000,000(3)     261,805( .3%)(3)

Donald Wohl        1,400,000(4)        3,000,000(4)     400,000( .5%)(4)

Kenneth Berg         691,666(5)        1,000,000(5)     358,333( .4)(5)

(1)  Includes, as to shares presently owned and shares owned after sales
hereunder: (i) 322,350 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; and (v) 2,000,000 shares underlying a presently exercisable option,
expiring September 15, 1998, which has an exercise price of $.25.  Includes, as
to shares presently owned: (i) 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; (ii) 1,250,000 shares underlying a
presently exercisable option with an exercise price of $.15 which expires
December 16, 1998; (iii) 190,941 shares underlying a presently exercisable
option with an exercise price of $.225 which expires 15 months after the
effective date of a registration statement relating to options granted in a
private placement transaction; and (iv) 190,941 shares underlying a presently
exercisable option with an exercise price of $.30 which expires 21 months after
the effective date of a registration statement relating to options granted in a
private placement transaction.  Includes, as to shares offered hereby: (i)
3,000,000 shares underlying an option, expiring December 16, 1998, of which
1,000,000 shares are currently exercisable and 1,000,000 shares become
exercisable on each of January 1, 1997

                                      - 6 -
and January 1, 1998 and which has an exercise price of $.15 per share; (ii)
10,750,000 shares underlying an option, expiring December 16, 2000, which has an
exercise price of $.15 and becomes exercisable as to one third of the shares
covered thereby on each of January 1, 1997, January 1, 1998 and January 1, 1999;
(iii) 1,250,000 shares underlying a presently exercisable option with an
exercise price of $.15 which expires December 16, 1998; (iv) 190,941 shares
underlying a presently exercisable option with an exercise price of $.225 which
expires 15 months after the effective date of a registration statement relating
to options granted in a private placement transaction; (v) 190,941 shares
underlying a presently exercisable option with an exercise price of $.30 which
expires 21 months after the effective date of a registration statement relating
to options granted in a private placement transaction and (vi) 381,842 shares of
common stock.

(2)  Includes, as to shares presently owned and shares owned after sales
hereunder: (i) 370,000 shares owned jointly by Mr. Schrager and his wife and
(ii)  20,000 shares owned by Mr. Schrager's individual retirement account.
Includes, as to shares presently owned, 1,333,333 shares underlying a presently
exercisable option, expiring December 16, 1998, which has an exercise price of
$.15.  Includes, as to shares offered hereby 4,000,000 shares underlying an
option, expiring December 16, 1998, of which 1,333,333 are presently exercisable
and the balance become exercisable in equal installments on January 1, 1997 and
January 1, 1998, which has an exercise price of $.15.

(3)  Includes, as to shares presently owned and shares owned after sales
hereunder: (i) 257,465 shares owned by Mr. Pasarrel and (ii) 3,340 of the
Company's Redeemable Public Warrants which are currently exercisable and have an
exercise price of $2.375 and an expiration date of April 30, 1996.  Includes, as
to shares presently owned, 1,000,000 shares underlying a presently exercisable
option, expiring December 16, 1998, which has an exercise price of $.15.
Includes, as to shares offered hereby 4,000,000 shares underlying an option,
expiring December 16, 1998, of which 1,000,000 are presently exercisable and the
balance become exercisable in equal installments on January 1, 1997 and January
1, 1998, which has an exercise price of $.15.

(4)  Includes, as to shares presently owned and shares owned after sales
hereunder, 400,000 shares underlying a presently exercisable option owned by Mr.
Wohl which has an exercise price of $.22 and expires November 20, 1996.  Does
not include 4,500,000 shares owned by V.F.R.T. Partners, L.P., a California
limited partnership, of which Mr. Wohl is the general partner.  Includes, as to
shares presently owned, 1,000,000 shares underlying a presently exercisable
option, expiring December 16, 1998, which has an exercise price of $.15.
Includes, as to shares offered hereby 1,000,000 shares underlying an option,
expiring December 16, 1998, of which 1,000,000 are presently

                                      - 7 -
exercisable and the balance become exercisable in equal installments on January
1, 1997 and January 1, 1998, which has an exercise price of $.15.

(5)  Includes, as to shares presently owned and shares owned after sales
hereunder: (i) 25,000 shares underlying a presently exercisable option owned by
Mr. Berg which has an exercise price of $.20 and expires September 18, 1997 and
(ii) 333,333 shares representing the presently exercisable portion of an option
covering 1,000,000 shares which has an exercise price of $.15 and expires
December 16, 1998.  Includes, as to shares presently owned, 333,333 shares
underlying the presently exercisable portion of an option, expiring December 16,
1998, which has an exercise price of $.15.  Includes, as to shares offered
hereby 1,000,000 shares underlying an option, expiring December 16, 1998, of
which 333,333 are presently exercisable and the balance become exercisable in
equal installments on January 1, 1997 and January 1, 1998, which option has an
exercise price of $.15.

     All of the above selling security holders are directors of the Company.  In
addition (i) Mr. Beychok has been President of the Company since September 1993
and Chief Executive Officer of the Company since February 1995; and (ii) Mr.
Schrager has been Chairman of the Board of the Company since February 1995.

                              PLAN OF DISTRIBUTION

     The Selling Shareholders have advised the Company that they may offer and
sell the shares of Common Stock offered hereby (See "Selling Stockholders") 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.

     Each Selling Shareholder will deliver a Prospectus in connection with the
sale of shares of Common Stock offered hereby.  Each Selling Shareholder will
comply with the volume limitations of Rule 144(e) promulgated under the
Securities Act of 1933, as amended.   The Selling Shareholder may not sell any
shares of the Company's Common Stock at prices over $.15 per share prior to
June 16, 1996.

                                      - 8 -
LEGAL OPINION

     The validity of the Common Stock offered hereby is being passed upon for
the Company by Frank J. Hariton, Esq.  Frank J. Hariton, Esq. owns: (i) 159,533
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, 1994 and 1993 and for each of the years in the three-year period
ended December 31, 1994, 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 accounts, 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, 1994 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.

                                      - 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 other than those 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. . . . . . . . . . . . . . . . . . . . . . . . .       2
Incorporation of Certain Documents by Reference. . . . . . . . . . . .       2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3
Selling Security-Holders . . . . . . . . . . . . . . . . . . . . . . .       6
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . .       8
Legal Opinion. . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9

                             VITAFORT INTERNATIONAL
                                   CORPORATION

                                   26,763,684
                                   SHARES OF
                                   COMMON STOCK

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

                               REOFFER PROSPECTUS

                                January 22, 1996

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

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                                     - 10 -