<PAGE>
 
            As filed with the Securities and Exchange Commission on June 3, 1998
                                                    Registration No. 333-
       ==================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                        


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


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


     1800 AVENUE OF THE STARS, SUITE 480
          LOS ANGELES, CALIFORNIA                        90067
   (Address of principal executive offices)              (Zip Code)


        CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND KEITH BRASFIELD
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                          REGISTRANT AND JAMES CURLEY
          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ELOY ELLIS
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                           REGISTRANT AND PAUL ELLIS
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND DEAN ERICKSON
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND SHELDON HERMAN
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                       REGISTRANT AND REGINALD HITCHCOCK
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND JULIA HOLBERT
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                          REGISTRANT AND DONNA HUMMER
         CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND MICHAEL KELLY
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                          REGISTRANT AND JEFF KOSSACK
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                          REGISTRANT AND CRAIG LAZAR
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                        REGISTRANT AND FRED MASCIANGELO
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND PAULA PHILLIPS
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                           REGISTRANT AND JIM PILLOW
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND CHERYL WITHAM
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND ALLAN ZACKLER
                           (Full title of the plans)

                          MR. MARK BEYCHOK, PRESIDENT
                      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
<PAGE>
 
                                   Copy to:
                            FRANK J. HARITON, ESQ.
                           THE EMPIRE STATE BUILDING
                         350 FIFTH AVENUE - SUITE 3000
                           NEW YORK, NEW YORK 10118

                                (212) 695-6000


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=======================================================================================================
Title of Securities to         Amount to be      Proposed            Proposed         Amount of
be registered                   Registered       Maximum              Maximum        Registration
                                                  Price              Aggregate           Fee**
                                                Per Share*         Offering Price*
-------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>                <C>               <C>
    Common Stock,
      par value
     $.0001 per                 339,500           $1.03             $351,187.50        $103.60
       share
=======================================================================================================
</TABLE>


*   Based upon the average of the closing bid and asked prices of the
Registrant's Common Stock as reflected on the Electronic Bulletin Board on May
31, 1998 in the case of stock grants and based on the exercise price of options
in the case of options in the case of per share data and based upon the
aggregate of the foregoing stock price and exercise price in the case of
aggregate data.

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

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:

(a)  Vitafort International Corporation's (the "Company") Annual Report on Form
10-KSB for the year ended December 31, 1997, 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, as amended, for the quarter
ended March 31, 1998.

(c)  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.

(d)  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) 10,477 shares of the Company's common
stock; (ii) 800 of the Company's redeemable warrants; and (iii) 3,333 common
stock purchase options exercisable at $6.00.

Item 6.   Indemnification of Directors and Officers.

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

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

                                     II-1
<PAGE>
 
     (S) 145. Indemnification of officers, directors, employees and agents;
     insurance

          (a)  A corporation shall have power to 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 the person 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 the
     person in connection with such action, suit or proceeding if the person
     acted in good faith and in a manner the person 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
     the person's 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
     the person 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 the person's conduct was
     unlawful.

          (b)  A corporation shall have power to 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 the person 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 the person in connection with the defense or
     settlement of such action or suit if the person acted in good faith and in
     a manner the person reasonably believed to be in or not opposed to the best
     interests of the corporation and except that no indemnification shall be
     made in respect of any claim, issue or matter as to which such person shall
     have been adjudged to be liable to the corporation unless and only to the
     extent that the Court of Chancery or the court in which such action or suit
     was brought shall determine upon application that, despite the adjudication
     of liability but in view of all the circumstances of the case, such person
     is fairly and reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

                                     II-2
<PAGE>
 
          (c)  To the extent that a present or former director or officer 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, such
     person shall be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by such person 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 present or former director, officer, employee or agent is proper in
     the circumstances because the person has met the applicable standard of
     conduct set forth in subsections (a) and (b) of this section. Such
     determination shall be made, with respect to a person who is a director or
     officer at the time of such determination, (1) by a majority vote of the
     directors who are not parties to such action, suit or proceeding, even
     though less than a quorum, or (2) by a committee of such directors
     designated by majority vote of such directors, even though less than a
     quorum, or (3) if there are no such directors, or if such directors so
     direct, by independent legal counsel in a written opinion, or (4) 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 such person is not
     entitled to be indemnified by the corporation as authorized in this
     section. Such expenses (including attorneys' fees) incurred by former
     directors and officers or other employees and agents may be so paid upon
     such terms and conditions, if any, as the corporation 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 bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in such person's 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 such person and incurred by such person in
     any such capacity, or arising out of such person's status as such, whether
     or not the corporation would have the power to indemnify

                                     II-3
<PAGE>
 
     such person 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, officers,
     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 such
     person would have with respect to such constituent corporation if its
     separate existence had continued.

          (i)  For purposes 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 such person 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.

          (k)  The Court of Chancery is hereby vested with exclusive
     jurisdiction to hear and determine all actions for advancement of expenses
     or indemnification brought under this section or under any bylaw,
     agreement, vote of stockholders or disinterested directors, or otherwise.
     The Court of Chancery may summarily determine a corporation's obligation to
     advance expenses (including attorneys' fees).

     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.

                                     II-4
<PAGE>
 
     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. Incorporated by reference to Exhibit 4.1 to
        the Registrant's Annual Report on Form 10-KSB for the year ended
        December 31, 1996 (the "1996 10-KSB")

4.12 -  Specimen Redeemable Common Stock Purchase Warrant*

4.13 -  Form of Warrant Agreement*

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

                                     II-5
<PAGE>
 
4.15 -  Warrant Extension Agreement, December 18, 1994***

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

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

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

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

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

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

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

4.23 -  Warrant Extension Agreement, April 30, 1996*****

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

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

4.26 -  Warrant Extension Agreement, July 31, 1996. Incorporated by reference to
        the like numbered Exhibit to the Registrant's Registration Statement on
        Form S-8 filed December 12, 1996 (the "December 1996 S-8").

4.27 -  Warrant Extension Agreement, September 30, 1996.  Incorporated by
        reference to the like numbered Exhibit to the December 1996 S-8.

4.28 -  Warrant Extension Agreement, November 11, 1996.  Incorporated by
        reference to the like numbered Exhibit to the December 1996 S-8.

4.29 -  Certificate of Amendment to the Certificate of Incorporation, dated
        October 4, 1996. Incorporated by reference to the like numbered Exhibit
        to the December 1996 S-8.

4.30 -  Warrant Extension Agreement, November 15, 1996.  Incorporated by
        reference to the like numbered Exhibit to the December 1996 S-8.

4.31 -  Warrant Extension Agreement, April 15, 1997.  Incorporated by reference
        to Exhibit 4.19 to the 1996 10-KSB.

4.32 -  Amendment Certificate of Designation 1997 Series A Preferred Stock filed
        May 1997.  Incorporated by reference to Exhibit 4.32 to the Registrant's
        Registration Statement on 

                                     II-6
<PAGE>
 
        Form S-8 filed August 1997.

4.33 -  Certificate of Amendment to the Registrant's Certificate of
        Incorporation, July 1997. Incorporated by reference to Exhibit 4.33 to
        the Registrant's Registration Statement on Form S-8 filed August 1997.

4.34 -  Warrant Extension Agreement, October 31, 1997.  Incorporated by
        reference to Exhibit 4.20 to the Registrant's Registration Statement on
        Form SB-2 filed January 1998.

4.35 -  Amendment Certificate of Designation 1997 Series A Preferred Stock filed
        March 1998. Incorporated by reference to Exhibit 3.15 to the
        Registrant's Registration Statement on Form SB-2 filed January 1998.

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 BDO Seidman, LLP, Independent Certified Public Accountants.

24.01 - Power of Attorney (contained on signature page)

99.01 - Consulting Agreement between the Registrant and Keith Brasfield.

99.02 - Consulting Agreement between the Registrant and James Curley.

99.03 - Option Agreement Between the Registrant and James Curley.

99.04 - Consulting Agreement between the Registrant and Eloy Ellis.

99.05 - Consulting Agreement between the Registrant and Paul Ellis.

99.06 - Option Agreement Between the Registrant and Paul Ellis.

99.07 - Consulting Agreement between the Registrant and Dean Erickson.

99.08 - Option Agreement Between the Registrant and Dean Erickson.

99.09 - Consulting Agreement between the Registrant and Sheldon Herman

99.10 - Option Agreement Between the Registrant and Sheldon Herman.

99.11 - Consulting Agreement between the Registrant and Reginald Hitchcock.

99.12 - Option Agreement Between the Registrant and Reginald Hitchcock.

                                     II-7
<PAGE>
 
99.13 - Consulting Agreement between the Registrant and Julia Holbert.

99.14 - Option Agreement Between the Registrant and Julia Holbert.

99.15 - Consulting Agreement between the Registrant and Donna Hummer.

99.16 - Option Agreement Between the Registrant and Donna Hummer.

99.17 - Consulting Agreement between the Registrant and Michael Kelly.

99.18 - Consulting Agreement between the Registrant and Jeff Kossack.

99.19 - Option Agreement Between the Registrant and James Kossack.

99.20 - Consulting Agreement between the Registrant and Craig Lazar.

99.21 - Option Agreement Between the Registrant and Craig Lazar.

99.22 - Consulting Agreement between the Registrant and Fred Masiangelo.

99.23 - Option Agreement Between the Registrant and Fred Masiangelo.

99.24 - Consulting Agreement between the Registrant and Paula Phillips.

99.25 - Option Agreement Between the Registrant and Paula Phillips.

99.26 - Consulting Agreement between the Registrant and Jim Pillow.

99.27 - Option Agreement Between the Registrant and Jim Pillow.

99.28 - Consulting Agreement between the Registrant and Cheryl Witham.

99.29 - Option Agreement Between the Registrant and Cheryl Witham.

99.30 - Consulting Agreement between the Registrant and Alan Zackler.

99.31 - Option Agreement Between the Registrant and Alan Zackler.

*       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.

                                     II-8
<PAGE>
 
***     Incorporated by reference to the exhibits to the Registrant's Form 10-
KSB for the year ended December 31, 1994.

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

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


Item 9.   Undertakings.

(a)  The undersigned Company hereby undertakes:

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

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

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

(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 

                                     II-9
<PAGE>
 
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 3rd day
of June, 1998.


                                         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 Jack B. Spencer, 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:

<TABLE> 
<S>                                   <C>                                                         <C> 
/s/ Mark Beychok                      Director, Chief Operating Officer and President             June 3, 1998
--------------------------------                                       
    Mark Beychok                               (Principal Executive Officer)
 

/s/ Jack B. Spencer                   Chief Operating Officer and Chief Financial Officer         June 3, 1998
--------------------------------                                              
    Jack B. Spencer                        (Principal Financial and Accounting Officer)
 

/s/ Donald Wohl                       Director                                                    June  3, 1998
--------------------------------                                                                                     
    Donald Wohl


/s/ Benjamin Tabatchnick              Director                                                    June  3, 1998
--------------------------------                                                                                    
    Benjamin Tabatchnick


/s/ Paul G. Cowen                     Director                                                    June  3, 1998
--------------------------------
    Paul G. Cowen
</TABLE> 
                                              
                                     II-11
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30936}]
{"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": "333-56043", "film-number": "98642536"}, "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 June 3, 1998
                                                    Registration No. 333-
       ==================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                        

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

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

     1800 AVENUE OF THE STARS, SUITE 480
          LOS ANGELES, CALIFORNIA                        90067
   (Address of principal executive offices)              (Zip Code)

        CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND KEITH BRASFIELD
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                          REGISTRANT AND JAMES CURLEY
          CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND ELOY ELLIS
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                           REGISTRANT AND PAUL ELLIS
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND DEAN ERICKSON
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND SHELDON HERMAN
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                       REGISTRANT AND REGINALD HITCHCOCK
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND JULIA HOLBERT
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                          REGISTRANT AND DONNA HUMMER
         CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND MICHAEL KELLY
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                          REGISTRANT AND JEFF KOSSACK
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                          REGISTRANT AND CRAIG LAZAR
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                        REGISTRANT AND FRED MASCIANGELO
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND PAULA PHILLIPS
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                           REGISTRANT AND JIM PILLOW
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND CHERYL WITHAM
            CONSULTING AGREEMENT AND OPTION AGREEMENT BETWEEN THE 
                         REGISTRANT AND ALLAN ZACKLER
                           (Full title of the plans)

                          MR. MARK BEYCHOK, PRESIDENT
                      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.
                           THE EMPIRE STATE BUILDING
                         350 FIFTH AVENUE - SUITE 3000
                           NEW YORK, NEW YORK 10118

                                (212) 695-6000

                        CALCULATION OF REGISTRATION FEE
=======================================================================================================
Title of Securities to         Amount to be      Proposed            Proposed         Amount of
be registered                   Registered       Maximum              Maximum        Registration
                                                  Price              Aggregate           Fee**
                                                Per Share*         Offering Price*
-------------------------------------------------------------------------------------------------------
Common Stock,
      par value
     $.0001 per                 339,500           $1.03             $351,187.50        $103.60
       share
=======================================================================================================
*   Based upon the average of the closing bid and asked prices of the
Registrant's Common Stock as reflected on the Electronic Bulletin Board on May
31, 1998 in the case of stock grants and based on the exercise price of options
in the case of options in the case of per share data and based upon the
aggregate of the foregoing stock price and exercise price in the case of
aggregate data.

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

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:

(a)  Vitafort International Corporation's (the "Company") Annual Report on Form
10-KSB for the year ended December 31, 1997, 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, as amended, for the quarter
ended March 31, 1998.

(c)  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.

(d)  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) 10,477 shares of the Company's common
stock; (ii) 800 of the Company's redeemable warrants; and (iii) 3,333 common
stock purchase options exercisable at $6.00.

Item 6.   Indemnification of Directors and Officers.

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

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

                                     II-1
(S) 145. Indemnification of officers, directors, employees and agents;
     insurance

          (a)  A corporation shall have power to 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 the person 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 the
     person in connection with such action, suit or proceeding if the person
     acted in good faith and in a manner the person 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
     the person's 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
     the person 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 the person's conduct was
     unlawful.

          (b)  A corporation shall have power to 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 the person 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 the person in connection with the defense or
     settlement of such action or suit if the person acted in good faith and in
     a manner the person reasonably believed to be in or not opposed to the best
     interests of the corporation and except that no indemnification shall be
     made in respect of any claim, issue or matter as to which such person shall
     have been adjudged to be liable to the corporation unless and only to the
     extent that the Court of Chancery or the court in which such action or suit
     was brought shall determine upon application that, despite the adjudication
     of liability but in view of all the circumstances of the case, such person
     is fairly and reasonably entitled to indemnity for such expenses which the
     Court of Chancery or such other court shall deem proper.

                                     II-2
(c)  To the extent that a present or former director or officer 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, such
     person shall be indemnified against expenses (including attorneys' fees)
     actually and reasonably incurred by such person 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 present or former director, officer, employee or agent is proper in
     the circumstances because the person has met the applicable standard of
     conduct set forth in subsections (a) and (b) of this section. Such
     determination shall be made, with respect to a person who is a director or
     officer at the time of such determination, (1) by a majority vote of the
     directors who are not parties to such action, suit or proceeding, even
     though less than a quorum, or (2) by a committee of such directors
     designated by majority vote of such directors, even though less than a
     quorum, or (3) if there are no such directors, or if such directors so
     direct, by independent legal counsel in a written opinion, or (4) 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 such person is not
     entitled to be indemnified by the corporation as authorized in this
     section. Such expenses (including attorneys' fees) incurred by former
     directors and officers or other employees and agents may be so paid upon
     such terms and conditions, if any, as the corporation 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 bylaw, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in such person's 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 such person and incurred by such person in
     any such capacity, or arising out of such person's status as such, whether
     or not the corporation would have the power to indemnify

                                     II-3
such person 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, officers,
     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 such
     person would have with respect to such constituent corporation if its
     separate existence had continued.

          (i)  For purposes 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 such person 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.

          (k)  The Court of Chancery is hereby vested with exclusive
     jurisdiction to hear and determine all actions for advancement of expenses
     or indemnification brought under this section or under any bylaw,
     agreement, vote of stockholders or disinterested directors, or otherwise.
     The Court of Chancery may summarily determine a corporation's obligation to
     advance expenses (including attorneys' fees).

     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.

                                     II-4
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. Incorporated by reference to Exhibit 4.1 to
        the Registrant's Annual Report on Form 10-KSB for the year ended
        December 31, 1996 (the "1996 10-KSB")

4.12 -  Specimen Redeemable Common Stock Purchase Warrant*

4.13 -  Form of Warrant Agreement*

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

                                     II-5
4.15 -  Warrant Extension Agreement, December 18, 1994***

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

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

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

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

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

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

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

4.23 -  Warrant Extension Agreement, April 30, 1996*****

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

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

4.26 -  Warrant Extension Agreement, July 31, 1996. Incorporated by reference to
        the like numbered Exhibit to the Registrant's Registration Statement on
        Form S-8 filed December 12, 1996 (the "December 1996 S-8").

4.27 -  Warrant Extension Agreement, September 30, 1996.  Incorporated by
        reference to the like numbered Exhibit to the December 1996 S-8.

4.28 -  Warrant Extension Agreement, November 11, 1996.  Incorporated by
        reference to the like numbered Exhibit to the December 1996 S-8.

4.29 -  Certificate of Amendment to the Certificate of Incorporation, dated
        October 4, 1996. Incorporated by reference to the like numbered Exhibit
        to the December 1996 S-8.

4.30 -  Warrant Extension Agreement, November 15, 1996.  Incorporated by
        reference to the like numbered Exhibit to the December 1996 S-8.

4.31 -  Warrant Extension Agreement, April 15, 1997.  Incorporated by reference
        to Exhibit 4.19 to the 1996 10-KSB.

4.32 -  Amendment Certificate of Designation 1997 Series A Preferred Stock filed
        May 1997.  Incorporated by reference to Exhibit 4.32 to the Registrant's
        Registration Statement on 

                                     II-6
Form S-8 filed August 1997.

4.33 -  Certificate of Amendment to the Registrant's Certificate of
        Incorporation, July 1997. Incorporated by reference to Exhibit 4.33 to
        the Registrant's Registration Statement on Form S-8 filed August 1997.

4.34 -  Warrant Extension Agreement, October 31, 1997.  Incorporated by
        reference to Exhibit 4.20 to the Registrant's Registration Statement on
        Form SB-2 filed January 1998.

4.35 -  Amendment Certificate of Designation 1997 Series A Preferred Stock filed
        March 1998. Incorporated by reference to Exhibit 3.15 to the
        Registrant's Registration Statement on Form SB-2 filed January 1998.

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 BDO Seidman, LLP, Independent Certified Public Accountants.

24.01 - Power of Attorney (contained on signature page)

99.01 - Consulting Agreement between the Registrant and Keith Brasfield.

99.02 - Consulting Agreement between the Registrant and James Curley.

99.03 - Option Agreement Between the Registrant and James Curley.

99.04 - Consulting Agreement between the Registrant and Eloy Ellis.

99.05 - Consulting Agreement between the Registrant and Paul Ellis.

99.06 - Option Agreement Between the Registrant and Paul Ellis.

99.07 - Consulting Agreement between the Registrant and Dean Erickson.

99.08 - Option Agreement Between the Registrant and Dean Erickson.

99.09 - Consulting Agreement between the Registrant and Sheldon Herman

99.10 - Option Agreement Between the Registrant and Sheldon Herman.

99.11 - Consulting Agreement between the Registrant and Reginald Hitchcock.

99.12 - Option Agreement Between the Registrant and Reginald Hitchcock.

                                     II-7
99.13 - Consulting Agreement between the Registrant and Julia Holbert.

99.14 - Option Agreement Between the Registrant and Julia Holbert.

99.15 - Consulting Agreement between the Registrant and Donna Hummer.

99.16 - Option Agreement Between the Registrant and Donna Hummer.

99.17 - Consulting Agreement between the Registrant and Michael Kelly.

99.18 - Consulting Agreement between the Registrant and Jeff Kossack.

99.19 - Option Agreement Between the Registrant and James Kossack.

99.20 - Consulting Agreement between the Registrant and Craig Lazar.

99.21 - Option Agreement Between the Registrant and Craig Lazar.

99.22 - Consulting Agreement between the Registrant and Fred Masiangelo.

99.23 - Option Agreement Between the Registrant and Fred Masiangelo.

99.24 - Consulting Agreement between the Registrant and Paula Phillips.

99.25 - Option Agreement Between the Registrant and Paula Phillips.

99.26 - Consulting Agreement between the Registrant and Jim Pillow.

99.27 - Option Agreement Between the Registrant and Jim Pillow.

99.28 - Consulting Agreement between the Registrant and Cheryl Witham.

99.29 - Option Agreement Between the Registrant and Cheryl Witham.

99.30 - Consulting Agreement between the Registrant and Alan Zackler.

99.31 - Option Agreement Between the Registrant and Alan Zackler.

*       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.

                                     II-8
***     Incorporated by reference to the exhibits to the Registrant's Form 10-
KSB for the year ended December 31, 1994.

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

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

Item 9.   Undertakings.

(a)  The undersigned Company hereby undertakes:

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

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

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

(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 

                                     II-9
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 3rd day
of June, 1998.

                                         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 Jack B. Spencer, 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:
/s/ Mark Beychok                      Director, Chief Operating Officer and President             June 3, 1998
--------------------------------                                       
    Mark Beychok                               (Principal Executive Officer)
 

/s/ Jack B. Spencer                   Chief Operating Officer and Chief Financial Officer         June 3, 1998
--------------------------------                                              
    Jack B. Spencer                        (Principal Financial and Accounting Officer)
 

/s/ Donald Wohl                       Director                                                    June  3, 1998
--------------------------------                                                                                     
    Donald Wohl

/s/ Benjamin Tabatchnick              Director                                                    June  3, 1998
--------------------------------                                                                                    
    Benjamin Tabatchnick

/s/ Paul G. Cowen                     Director                                                    June  3, 1998
--------------------------------
    Paul G. Cowen
II-11