<PAGE>


        As filed with the Securities and Exchange Commission on May 21, 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)

                LETTER AGREEMENTS BETWEEN THE REGISTRANT AND LEE SACKS
               LETTER AGREEMENT BETWEEN THE REGISTRANT AND DAVID LEVENE
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
               OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ROBERT LUKE
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOHN BURCHETTE
      CONSULTING AGREEMENT ADDENDUM BETWEEN THE REGISTRANT AND NICHOLAS KONSTANT
            OPTION AGREEMENT BETWEEN THE REGISTRANT AND NICHOLAS KONSTANT
               LETTER AGREEMENT BETWEEN THE REGISTRANT AND LARRY BRUCIA
              OPTION AGREEMENTS BETWEEN THE REGISTRANT AND LARRY BRUCIA
                LETTER AGREEMENT BETWEEN THE REGISTRANT AND ELOY ELLIS
               OPTION AGREEMENTS BETWEEN THE REGISTRANT AND ELOY ELLIS
              LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOHN COPPOLINO
             OPTIONS AGREEMENT BETWEEN THE REGISTRANT AND JOHN COPPOLINO
       CONSULTING AGREEMENT ADDENDUM BETWEEN THE REGISTRANT AND ANDREW HARRISON
             OPTION AGREEMENT BETWEEN THE REGISTRANT AND ANDREW HARRISON
               STOCK OPTION AGREEMENT BETWEEN REGISTRANT AND DEDE LAUX
            STOCK OPTION AGREEMENT BETWEEN REGISTRANT AND ALEXANDRA LERSEY
             STOCK OPTION AGREEMENT BETWEEN REGISTRANT AND DALE DE MARCHI
             LETTER AGREEMENT BETWEEN THE REGISTRANT AND MATHEAU DAKOSKE
                              (Full title of the plans)

                                     MARK BEYCHOK
                          VITAFORT INTERNATIONAL CORPORATION
                         1800 AVENUE OF THE STARS, SUITE 480
                            LOS ANGELES, CALIFORNIA 90067
                       (Name and address of agent for service)
                                    (310) 552-6393
             Telephone number, including area code, of agent for service

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


<PAGE>

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                      Proposed     Proposed
                                      Maximum      Maximum         Amount of
Title of Securities    Amount to be    Price       Aggregate      Registration
 To be registered       Registered   Per Share*  Offering Price*    Fee**
 Common Stock,
   par value
  $.0001 per            3,157,000
     share                shares       $0.30       $791,100         $272.79

*     Based upon the weighted average of the exercise prices of the options
referred to above and the average of the bid and asked prices of the
Registrant's Common Stock as reflected on the Electronic Bulletin Board on May
15, 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, 1995, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

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

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

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

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

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

Item 4. Description of Securities.

      Not Applicable.

Item 5.Interests of Named Experts and Counsel.

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

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


                                         II-1

<PAGE>

           agent of another corporation, partnership, joint
           venture, trust or other enterprise, against expenses
           (including attorneys' fees), judgments, fines and
           amounts paid in settlement actually and reasonably
           incurred by him in connection with such action, suit or
           proceeding if he acted in good faith and in a manner he
           reasonably believed to be in or not opposed to the best
           interests of the corporation, and, with respect to any
           criminal action or proceeding, had no reasonable cause
           to believe his conduct was unlawful. The termination of
           any action, suit or proceeding by judgment, order,
           settlement, conviction, or upon a plea of nolo
           contendere or its equivalent, shall not, of itself,
           create a presumption that the person did not act in good
           faith and in a manner which he reasonably believed to be
           in or not opposed to the best interests of the
           corporation, and, with respect to any criminal action or
           proceeding, had reasonable cause to believe that his
           conduct was unlawful.

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

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

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


                                         II-2

<PAGE>

           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, 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


                                         II-3

<PAGE>

           an employee benefit plan shall be deemed to have acted
           in a manner "not opposed to the best interests of the
           corporation" as referred to in this section.

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

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

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

Item 7.Exemption from Registration Claimed.

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

Item 8.Exhibits.

 4.l -  Certificate of Incorporation of Registrant*

 4.2 -  By-laws of Registrant*

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

 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****


                                         II-4

<PAGE>

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

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

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

 4.22 - Warrant Extension Agreement, December 31, 1995****

 4.23 - Warrant Extension Agreement, April 30, 1996

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

 4.25 - Certificate of Elimination for Series D Preferred Stock, May 2, 1996

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

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

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

24.01 - Power of Attorney (contained on signature page)

99.01 - Letter Agreement between Registrant and Lee Sacks, dated May 8, 1996.

99.02 - Letter Agreement between Registrant and Lee Sacks, dated May 20, 1996.

99.03 - Letter Agreement between Registrant and David Levene, dated May 9, 1996.

99.04 - Consulting Agreement, dated as of April 30, 1996, between the Registrant
        and Joff Pollon.

99.05 - Option Agreement, dated as of May 1, 1996  between the Registrant and
        Joff Pollon.

99.06 - Consulting Agreement, dated May 1, 1996 between the Registrant and
        Robert Luke.

99.07 - Consulting Agreement, dated May 1, 1996 between the Registrant and John
        Burchette.

99.08 - Strategic Services Consulting Agreement Addendum Letter, dated May 15,
        1996, between the Registrant and Nicholas Konstant.

99.09 - Option Agreement, dated as of May 15, 1996, between the Registrant and
        Nicholas Konstant.

99.10 - Conversion Agreement, dated as of March 26, 1996, between the Registrant
        and Larry Brucia.

99.11 - Class A Option Agreement, dated as of March 26, 1996, between the
        Registrant and Larry Brucia.

99.12 - Class B Option Agreement, dated as of March 26, 1996 between the
        Registrant and Larry Brucia.

99.13 - Conversion Agreement, dated as of March 26, 1996, between the Registrant
        and Eloy Ellis.

99.14 - Class A Option Agreement, dated as of March 26, 1996, between the
        Registrant and Eloy Ellis.

99.15 - Class B Option Agreement, dated as of March 26, 1996 between the
        Registrant and Eloy Ellis.

99.16 - Conversion Agreement, dated as of March 26, 1996, between the Registrant
        and John Coppolino.

99.17 - Class A Option Agreement, dated as of March 26, 1996, between the
        Registrant and John Coppolino.


                                         II-5

<PAGE>

99.18 - Class B Option Agreement, dated March 26, 1996 between the Registrant
        and John Coppolino.

99.19 - Consulting Agreement, dated August 15, 1996, between the Registrant and
        Andrew Harrison (Incorporated by Reference to Exhibit 99.05 to the
        Registration Statement of Form S-8 filed by the Registrant on September
        22, 1995.)

99.20 - Letter Extension Agreement, dated January 16, 1996, to Consulting
        Agreement between the Registrant and Andrew Harrison.

99.21 - Option Agreement, dated January 16, 1996, between the Registrant and
        Andrew Harrison.

99.22 - Letter Agreement, dated May 11, 1996 between the Registrant and Dede 
        Laux.

99.23 - Option Agreement, dated May 16, 1996, between the Registrant and Dede
        Laux.

99.24 - Letter Agreement, dated May 11, 1996, between the Registrant and 
        Alexandra Lersey.

99.25 - Option Agreement, dated May 16, 1996, between the Registrant and
        Alexandra Lersey.

99.26 - Letter Agreement, dated May 11, 1996, between the Registrant and Dale 
        DeMarchi.

99.27 - Option Agreement, dated May 16, 1996, between the Registrant and Dale
        DeMarchi.

99.28 - Letter Agreement Dated November 20, 199, between the Registrant and
        Matheau Dakoske.

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

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

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

****   Incorporated by reference to the exhibits to the Registrant's Form S-8
dated January 16, 1996.


                                         II-6

<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-7

<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 16th day
of May, 1996.


                          VITAFORT INTERNATIONAL CORPORATION



                           By:       /S/ MARK BEYCHOK
                               -------------------------
                             Mark Beychok, President

                                  POWER OF ATTORNEY

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

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

                              Director, Chief Operating
                                Officer and President
                          (Principal Executive, Accounting
                                and Financial Officer)
  /S/ MARK BEYCHOK                                         May 20, 1996
- -----------------------
  Mark Beychok


                              Chairman of the Board and
                                      a Director
 /S/SHELDON SCHRAGER                                     May 20, 1996
- -----------------------
 Sheldon Schrager


 /S/STANLEY J. PASARELL           Director               May 20, 1996
- -----------------------
 Stanley J. Pasarell


 /S/ DONALD WOHL                  Director               May 20, 1996
- -----------------------
  Donald Wohl


                                         II-8
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 28626}]
{"company-data": {"conformed-name": "VITAFORT INTERNATIONAL CORP", "cik": "0000857139", "assigned-sic": "2050", "irs-number": "680110509", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04271", "film-number": "96571027"}, "business-address": {"street1": "1800 AVE OF THE STARS STE 480", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3105526393"}, "mail-address": {"street1": "1800 AVENUE OF THE STARS STE 480", "street2": "1800 AVENUE OF THE STARS STE 480", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}}
As filed with the Securities and Exchange Commission on May 21, 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)

                LETTER AGREEMENTS BETWEEN THE REGISTRANT AND LEE SACKS
               LETTER AGREEMENT BETWEEN THE REGISTRANT AND DAVID LEVENE
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
               OPTION AGREEMENT BETWEEN THE REGISTRANT AND JOFF POLLON
             CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ROBERT LUKE
            CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND JOHN BURCHETTE
      CONSULTING AGREEMENT ADDENDUM BETWEEN THE REGISTRANT AND NICHOLAS KONSTANT
            OPTION AGREEMENT BETWEEN THE REGISTRANT AND NICHOLAS KONSTANT
               LETTER AGREEMENT BETWEEN THE REGISTRANT AND LARRY BRUCIA
              OPTION AGREEMENTS BETWEEN THE REGISTRANT AND LARRY BRUCIA
                LETTER AGREEMENT BETWEEN THE REGISTRANT AND ELOY ELLIS
               OPTION AGREEMENTS BETWEEN THE REGISTRANT AND ELOY ELLIS
              LETTER AGREEMENT BETWEEN THE REGISTRANT AND JOHN COPPOLINO
             OPTIONS AGREEMENT BETWEEN THE REGISTRANT AND JOHN COPPOLINO
       CONSULTING AGREEMENT ADDENDUM BETWEEN THE REGISTRANT AND ANDREW HARRISON
             OPTION AGREEMENT BETWEEN THE REGISTRANT AND ANDREW HARRISON
               STOCK OPTION AGREEMENT BETWEEN REGISTRANT AND DEDE LAUX
            STOCK OPTION AGREEMENT BETWEEN REGISTRANT AND ALEXANDRA LERSEY
             STOCK OPTION AGREEMENT BETWEEN REGISTRANT AND DALE DE MARCHI
             LETTER AGREEMENT BETWEEN THE REGISTRANT AND MATHEAU DAKOSKE
                              (Full title of the plans)

                                     MARK BEYCHOK
                          VITAFORT INTERNATIONAL CORPORATION
                         1800 AVENUE OF THE STARS, SUITE 480
                            LOS ANGELES, CALIFORNIA 90067
                       (Name and address of agent for service)
                                    (310) 552-6393
             Telephone number, including area code, of agent for service

                                       Copy to:
                               FRANK J. HARITON, ESQ.
                                  485 MADISON AVENUE
                              NEW YORK, NEW YORK  10022
                                    (212) 752-7200
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                                      Proposed     Proposed
                                      Maximum      Maximum         Amount of
Title of Securities    Amount to be    Price       Aggregate      Registration
 To be registered       Registered   Per Share*  Offering Price*    Fee**
 Common Stock,
   par value
  $.0001 per            3,157,000
     share                shares       $0.30       $791,100         $272.79

*     Based upon the weighted average of the exercise prices of the options
referred to above and the average of the bid and asked prices of the
Registrant's Common Stock as reflected on the Electronic Bulletin Board on May
15, 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, 1995, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").

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

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

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

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

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

Item 4. Description of Securities.

      Not Applicable.

Item 5.Interests of Named Experts and Counsel.

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

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

                                         II-1
agent of another corporation, partnership, joint
           venture, trust or other enterprise, against expenses
           (including attorneys' fees), judgments, fines and
           amounts paid in settlement actually and reasonably
           incurred by him in connection with such action, suit or
           proceeding if he acted in good faith and in a manner he
           reasonably believed to be in or not opposed to the best
           interests of the corporation, and, with respect to any
           criminal action or proceeding, had no reasonable cause
           to believe his conduct was unlawful. The termination of
           any action, suit or proceeding by judgment, order,
           settlement, conviction, or upon a plea of nolo
           contendere or its equivalent, shall not, of itself,
           create a presumption that the person did not act in good
           faith and in a manner which he reasonably believed to be
           in or not opposed to the best interests of the
           corporation, and, with respect to any criminal action or
           proceeding, had reasonable cause to believe that his
           conduct was unlawful.

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

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

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

                                         II-2
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, 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

                                         II-3
an employee benefit plan shall be deemed to have acted
           in a manner "not opposed to the best interests of the
           corporation" as referred to in this section.

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

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

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

Item 7.Exemption from Registration Claimed.

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

Item 8.Exhibits.

 4.l -  Certificate of Incorporation of Registrant*

 4.2 -  By-laws of Registrant*

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

 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****

                                         II-4
4.19 - Warrant Extension Agreement, June 15, 1995****

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

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

 4.22 - Warrant Extension Agreement, December 31, 1995****

 4.23 - Warrant Extension Agreement, April 30, 1996

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

 4.25 - Certificate of Elimination for Series D Preferred Stock, May 2, 1996

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

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

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

24.01 - Power of Attorney (contained on signature page)

99.01 - Letter Agreement between Registrant and Lee Sacks, dated May 8, 1996.

99.02 - Letter Agreement between Registrant and Lee Sacks, dated May 20, 1996.

99.03 - Letter Agreement between Registrant and David Levene, dated May 9, 1996.

99.04 - Consulting Agreement, dated as of April 30, 1996, between the Registrant
        and Joff Pollon.

99.05 - Option Agreement, dated as of May 1, 1996  between the Registrant and
        Joff Pollon.

99.06 - Consulting Agreement, dated May 1, 1996 between the Registrant and
        Robert Luke.

99.07 - Consulting Agreement, dated May 1, 1996 between the Registrant and John
        Burchette.

99.08 - Strategic Services Consulting Agreement Addendum Letter, dated May 15,
        1996, between the Registrant and Nicholas Konstant.

99.09 - Option Agreement, dated as of May 15, 1996, between the Registrant and
        Nicholas Konstant.

99.10 - Conversion Agreement, dated as of March 26, 1996, between the Registrant
        and Larry Brucia.

99.11 - Class A Option Agreement, dated as of March 26, 1996, between the
        Registrant and Larry Brucia.

99.12 - Class B Option Agreement, dated as of March 26, 1996 between the
        Registrant and Larry Brucia.

99.13 - Conversion Agreement, dated as of March 26, 1996, between the Registrant
        and Eloy Ellis.

99.14 - Class A Option Agreement, dated as of March 26, 1996, between the
        Registrant and Eloy Ellis.

99.15 - Class B Option Agreement, dated as of March 26, 1996 between the
        Registrant and Eloy Ellis.

99.16 - Conversion Agreement, dated as of March 26, 1996, between the Registrant
        and John Coppolino.

99.17 - Class A Option Agreement, dated as of March 26, 1996, between the
        Registrant and John Coppolino.

                                         II-5
99.18 - Class B Option Agreement, dated March 26, 1996 between the Registrant
        and John Coppolino.

99.19 - Consulting Agreement, dated August 15, 1996, between the Registrant and
        Andrew Harrison (Incorporated by Reference to Exhibit 99.05 to the
        Registration Statement of Form S-8 filed by the Registrant on September
        22, 1995.)

99.20 - Letter Extension Agreement, dated January 16, 1996, to Consulting
        Agreement between the Registrant and Andrew Harrison.

99.21 - Option Agreement, dated January 16, 1996, between the Registrant and
        Andrew Harrison.

99.22 - Letter Agreement, dated May 11, 1996 between the Registrant and Dede 
        Laux.

99.23 - Option Agreement, dated May 16, 1996, between the Registrant and Dede
        Laux.

99.24 - Letter Agreement, dated May 11, 1996, between the Registrant and 
        Alexandra Lersey.

99.25 - Option Agreement, dated May 16, 1996, between the Registrant and
        Alexandra Lersey.

99.26 - Letter Agreement, dated May 11, 1996, between the Registrant and Dale 
        DeMarchi.

99.27 - Option Agreement, dated May 16, 1996, between the Registrant and Dale
        DeMarchi.

99.28 - Letter Agreement Dated November 20, 199, between the Registrant and
        Matheau Dakoske.

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

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

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

****   Incorporated by reference to the exhibits to the Registrant's Form S-8
dated January 16, 1996.

                                         II-6
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-7
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 16th day
of May, 1996.

                          VITAFORT INTERNATIONAL CORPORATION

                           By:       /S/ MARK BEYCHOK
                               -------------------------
                             Mark Beychok, President

                                  POWER OF ATTORNEY

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

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

                              Director, Chief Operating
                                Officer and President
                          (Principal Executive, Accounting
                                and Financial Officer)
  /S/ MARK BEYCHOK                                         May 20, 1996
- -----------------------
  Mark Beychok

                              Chairman of the Board and
                                      a Director
 /S/SHELDON SCHRAGER                                     May 20, 1996
- -----------------------
 Sheldon Schrager

 /S/STANLEY J. PASARELL           Director               May 20, 1996
- -----------------------
 Stanley J. Pasarell

 /S/ DONALD WOHL                  Director               May 20, 1996
- -----------------------
  Donald Wohl

                                         II-8