UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


              [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000


              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

               For the transition period from ________ to ________

                         Commission File Number 0-18438


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

                               DELAWARE 68-0110509
                               -------- ----------
                (State or other Jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

           1800 Avenue of the Stars, Suite 480, Los Angeles, CA 90067
           ----------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (310) 552-6393
                ------------------------------------------------
              (Registrant's telephone number, including area code)


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
section 13 or 15(d) of the Exchange Act of 1934 of during the  preceding  twelve
months ended  December 31, 1997 (or for such shorter  period that the Registrant
was  required  to file such  reports)  and (2) has been  subject to such  filing
requirements for the past ninety days.

                             Yes:   X                 No:
                                  --------                -------

The number of shares of the  Registrant's  Common  Stock,  par value  $.0001 per
share outstanding on November 17, 2000 is 20,112,964.










<PAGE>


                       VITAFORT INTERNATIONAL CORPORATION

                                    CONTENTS


                         PART 1 - FINANCIAL INFORMATION

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



ITEM 1. Consolidated Financial Statements:

Balance Sheets - September 30, 2000 (unaudited) and December 31, 1999..3-4

Statements of Operations (unaudited) -
Three Month Periods Ended September 30, 2000 and 1999....................5
Nine Month Period Ended September 30, 2000 and 1999 .................... 6
Statement of Stockholders' Equity (unaudited) -
Nine Month Period Ended September 30, 3000 ............................. 7

Statements of Cash Flows - (unaudited) -
Nine Month Periods Ended September 30, 2000 and 1999.................... 8

Notes to the Financial Statements (unaudited)........................ 9-10



ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................11-14




                           PART II - OTHER INFORMATION

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


Signature.................................................................15

                                        2















<PAGE>
         VITAFORT INTERNATIONAL CORPORATION & SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
           As of September 30, 2000 and December 31, 1999

<TABLE>
                              ASSETS
<CAPTION>

                                            September 30,
                                               2000      December 31,
                                             (Unaudited)    1999
                                            ----------   -----------
<S>                                           <C>        <C>
Current assets
  Cash and cash equivalents                   $ 63,333   $ 1,119,153
  Marketable securities                              -       536,667
  Accounts receivable, less allowance
  for doubtful accounts of $120,554
  and $63,782                                    8,703      139,137
  Inventories                                        -      585,407
  Other receivables                              9,215       47,383
  Prepaid expenses and other current assets    441,801      676,753
                                              --------     -------
    Total Current Assets                       523,052    3,104,500
                                              --------   ---------
Equipment
  Manufacturing equipment                      152,602      106,019
  Furniture and office equipment               109,654      109,654
  Computer equipment                           275,541      270,588
                                              --------     -------
                                               537,797      486,261
  Less accumulated depreciation                353,316      305,434
                                              --------     -------
    Total Equipment                            184,481      180,827
                                              --------     -------
Other Assets
  Intangible assets, net of accumulated
  amortization of $119,114 and $96,297         492,630      526,856
  Other assets                                     875      138,006
                                                  ----     --------
    Total Other Assets                         493,505      664,862
                                              --------     --------
  Total Assets                              $1,201,038   $3,950,189
                                            ============ ===========

</TABLE>





    See accompanying notes to consolidated financial statements


                                        3




<PAGE>

              VITAFORT INTERNATIONAL CORPORATION & SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                 As of September 30, 2000 and December 31, 1999


<TABLE>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>

                                                   September 30,
                                                       2000        December 31,
                                                     (Unaudited)       1999
                                                    ------------   ------------
<S>                                                   <C>             <C>
Current liabilities
  Notes payable - other                               $ 749,904       $ 392,209
  Accounts payable                                      709,077         836,500
  Accrued expenses                                      601,478         469,533
                                                       --------        -------
    Total Current Liabilities                         2,060,459       1,698,242
                                                     ----------      ---------

Long-term debt, less current portion                         -          26,331
                                                             --         ------
    Total long-term liabilities                               -         26,331

Minority Interest                                        (1,542)        654,151

Stockholders' equity
Series B, 10% cumulative convertible preferred
stock, $.01 par value; authorized 110,000
shares; issued and outstanding 1,000 shares,
aggregate liquidation preference of $50,000                  10              10

Series C, convertible preferred stock, $.01
par value; authorized 450 shares; issued and
outstanding 50 shares, aggregate liquidation
preference of $50,000                                         1               1

Common stock, $.0001 par value; authorized
30,000,000 shares; issued and outstanding
19,686,788 and 17,487,288 shares                          2,088           1,749

Additional paid-in capital                           29,543,060      28,398,646

Accumulated deficit                                 (30,403,038)    (26,828,941)
                                                   -------------   -------------
  Total Stockholders' Equity                           (857,879)      1,571,465
                                                   -------------   -------------
  Total Liabilities & Stockholders' Equity          $ 1,201,038     $ 3,950,189
                                                   =============   =============
</TABLE>

           See accompanying notes to consolidated financial statements

                                        4


<PAGE>
                 VITAFORT INTERNATIONAL CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                              September 30,
                                                             2000          1999
                                                          -------       -------
<S>                                                     <C>           <C>
Net revenues                                            $ 142,059     $ 738,437

Cost of sales                                             321,725       524,677
                                                         --------      -------
      Gross profit                                       (179,666)      213,760
                                                          ---------     -------
Operating expenses
  Research and development                                     -        34,159
  Sales and marketing                                     319,451       496,873
  General and administrative                            1,222,752       520,616
                                                        ----------      -------
    Total operating expenses                            1,542,203     1,051,648
                                                        ----------    ---------
    Loss from operations                               (1,721,869)     (837,888)

Other income (expense)
   Other income                                                 -             -
   Interest income                                          1,973         6,000
   Interest expense                                        (5,625)      (36,871)
   Litigation recovery receivable, net of costs                 -        60,632
   Minority interest in net loss of consolidated
   subsidiary                                             513,820         6,835
                                                          --------        -----
    Total other income (expense)                          510,168        36,596
                                                       ----------     ---------
   Income (loss) before income tax expense             (1,211,701)     (801,292)

State income tax expense                                        -             -
                                                                --            -
Net loss after tax, before extraordinary item          (1,211,701)     (801,292)

Extraordinary gain on forgiveness of debt                      (0)       42,276

Net income (loss) allocable to common shareholders     (1,211,702)   $ (759,016)
                                                    =============   ===========
Basic net income (loss) per common share                  $ (0.06)      $ (0.06)
   Loss before extraordinary item                             $ -        $ 0.01
                                                              ----       ------
Basic and diluted net loss per common share               $ (0.06)      $ (0.05)
                                                          ========      ========
Diluted weighted average shares of common stock         19,686,788   14,359,168
</TABLE>


           See accompanying notes to consolidated financial statements


                                        5
<PAGE>

                VITAFORT INTERNATIONAL CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                       Nine Months Ended
                                                         September 30,
                                                      2000            1999
                                                     ----------     ----------
<S>                                                   <C>           <C>
Net revenues                                          $ 864,020     $ 1,851,685

Cost of sales                                         1,106,898       1,161,653
                                                      ---------      ----------
      Gross profit                                     (242,878)        690,032
                                                       ---------       -------
Operating expenses
  Research and development                               35,835          56,315
  Sales and marketing                                 1,419,693       1,279,950
  General and administrative                          2,939,796       1,394,384
                                                     ----------      ----------
    Total operating expenses                          4,395,324       2,730,649
                                                     ----------      ----------
    Loss from operations                             (4,638,202)     (2,040,617)

Other income
  Other income                                                -               -
  Interest income                                        19,537           6,498
  Interest expense                                      (22,500)       (253,723)
   Litigation recovery receivable, net of costs               -       1,260,632
  Minority interest in Hollywood Partners.Com         1,030,949           6,835
                                                      ----------      ---------
    Total other income                                1,027,986       1,020,242
                                                     ----------      ----------
   Income (loss) before income tax expense           (3,610,216)     (1,020,375)

State income tax expense                                 6,400               -
                                                         ------             ---
Net loss after tax,  before extraordinary item       (3,616,616)     (1,020,375)
Extraordinary item - forgiveness of debt                42,520         315,828
                                                        -------        ---------
Net income (loss) allocable to common shareholders $ (3,574,096)     $ (704,547)
                                                  =============     ===========
Basic net income (loss) per common share                 $(0.18)        $ (0.07)
   Loss before extraordinary item                          $ -          $  0.02
                                                           ----         ------
Basic and diluted net loss per common share              $(0.18)        $ (0.05)
                                                             ==         ========

Diluted  weighted average shares of common stock     19,686,788      14,785,893
                                                     ==========      ==========
</TABLE>

           See accompanying notes to consolidated financial statements

                                        6

<PAGE>
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      Nine Months Ended September 30, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
                                         Series B              Series C
                                      Convertible             Convertible
                                     Preferred Stock         Preferred Stock
                                    Shares       Amount       Shares     Amount
                                   --------------------      ------------------
<S>                                  <C>          <C>          <C>       <C>
Balance, January 1, 2000             1,000        $ 10            50      $ 1
Exercise of stock options
Stock, options and warrants
issued for services
Net loss
                                    ------        ----          ---       --
Balance, September 30, 2000          1,000        $ 10           50      $ 1
                                    =======       ====        ======     ====
</TABLE>

<TABLE>
<CAPTION>
                                                                   Additional
                                            Common Stock           Paid-In
                                          Shares       Amount       Capital
                                       ----------     -------   ------------
<S>                                    <C>            <C>       <C>
Balance, January 1, 2000               17,487,288     $ 1,749   $ 28,398,646
Exercise of stock options               3,387,000         339      1,132,276
Stock, options and warrants
issued for services                                                   12,138
Net loss
                                       ----------     -------   -----------
Balance, September 30, 2000            20,874,288     $ 2,088   $ 29,543,060
                                       ==========     =======   ============
</TABLE>

<TABLE>
<CAPTION>
                                                  Accumulated
                                                    Deficit        Total
                                                  ------------  -----------
<S>                                               <C>           <C>

Balance, January 1, 2000                          $ (26,828,942 $ 1,571,464
Exercise of stock options                                         1,132,615
Stock, options and warrants
issued for services                                                  12,138
Net loss                                             (3,574,096) (3,574,096)
                                                  -------------- -----------
Balance, September 30, 2000                       $ (30,403,038)  $(857,879)
                                                    ============  ==========
</TABLE>
See accompanying notes to consolidated financial statements

                                        7
<PAGE>
                VITAFORT INTERNATIONAL CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                         Nine Months Ended
                                                           September 30,
                                                           2000           1999
                                                         -------      ---------
<S>                                                    <C>           <C>
Increase (Decrease) in Cash and Cash Equivalents

Cash flows from operating activities:
Net loss                                              (3,574,096)    $ (247,318)
Adjustments to reconcile net loss to cash and cash
equivalents used in operating activities
Extraordinary gain                                       (42,520)             -
Stock and options issued for services                                         -
Depreciation and amortization                             82,108         61,653
Provision for doubtful accounts                           56,772              -
Minority interest in net loss of consolidated
subsidiary                                            (1,030,949)             -
Stock options exercised  for services                          -         38,455
Changes in operating assets and liabilities:
Accounts receivable                                       62,450        255,522
Inventories                                              585,408       (147,101)
Prepaid expenses and other current assets                402,967         37,393
   Other assets                                           18,495              -
   Accounts payable                                      (84,904)      (361,168)
   Long term debt, less current portion                  (52,664)             -
   Income taxes payable                                  (23,838)             -
   Accrued expenses                                      194,810        120,025
                                                         --------       -------
Cash and cash equivalents used in operating activities(3,405,961)      (242,539)
Cash flows from investing activities:
  Purchase of computer equipment                         (51,536)             -
  Proceeds from sale of marketable securities            536,667              -
                                                         --------            ---
Cash and cash equivalents provided by investing
  activities                                             485,131              -
                                                         -------             ---
Cash flows from financing activities:
  Proceeds from issuance of stock                      1,520,008              -
  Proceeds from notes payable                            379,226       (118,635)
  Repayment of notes payable                             (34,224)        31,000
                                                       ----------      ---------
Cash and cash equivalents provided by (used in)
   financing activities                                1,865,010        (87,635)
                                                       ---------       ---------
Decrease in cash and cash equivalents                 (1,055,820)      (330,174)
                                                        ---------      ---------
Cash and cash equivalents, beginning of period         1,119,153        872,649
                                                       ----------       -------
Cash and cash equivalents, end of period               $  63,333      $ 542,475
                                                       ==========     =========
</TABLE>
           See accompanying notes to consolidated financial statements

                                        8
<PAGE>
               Vitafort International Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

NOTE 1 - GENERAL

        The  unaudited  consolidated  financial  statements  which  include  the
operations of Vitafort,  Visionary Brands and Hollywood Partners.Com,  Inc. have
been prepared on the same basis as the audited consolidated financial statements
for the year ended December 31, 1999 and, in the opinion of management,  reflect
all adjustments  (consisting of normal  recurring  adjustments)  necessary for a
fair presentation for each of the periods  presented.  The results of operations
for interim periods are not necessarily indicative of results to be achieved for
full fiscal years.

        As  contemplated by the Securities and Exchange  Commission  (SEC) under
item  310(b)  of  Regulation  S-B,  the  accompanying   consolidated   financial
statements and related footnotes do not contain certain information that will be
included in the Company's annual consolidated financial statements and footnotes
thereto. For further information, refer to the consolidated financial statements
and related  footnotes  included in the  Company's  Annual  Report filed on Form
10-KSB for the year ended December 31, 1999.

        Historically,  Vitafort has developed,  marketed and  distributed  snack
foods to the retail grocery trade creating a wholly owned subsidiary,  Visionary
Brands, Inc., to execute this strategy.  These products have been marketed under
Company-developed  brands such as "Peanut  Squeeze," or licensed brands procured
by Hollywood  Partners.com,  Inc. such as "The Wizard of OZ"  marshmallows.  The
Company has developed  these products from the actual  conception of the product
idea to the shipment of the product to the  retailer.  However,  the Company has
dramatically curtailed all operations due to lack of capitol.

        Vitafort has begun to build the asset base on its balance sheet with the
spin out of Hollywood Partners.com.  Currently,  the Company holds 4.619 million
shares of a separately-traded  public company,  Hollywood  Partners.com  (OTCBB:
HLYP) common stock.

        Hollywood Partners.com, Inc. ("HP.com") has positioned itself to service
its client base in the areas of marketing, branding and distribution.  Using the
Company's tie-ins to entertainment and sports  properties,  the Company provides
strategic  solutions to help  clients to achieve  their  marketing  and business
objectives.  The Company will  generate  revenue by charging the client base for
its promotional packages,  and by utilizing the registered database for back end
commerce and demographic enhancement.

        The Company has also been  exploring  the  possibility  of utilizing the
Hollywood  Partners.com  asset base to pursue potential mergers and acquisitions
candidates.  However,  there are no guarantees  that the Company will be able to
acquire these companies and execute this strategy.

NOTE 2 - LOSS PER SHARE

        For the three months ended  September  30, 2000,  basic and diluted loss
per share has been computed  using the weighted  average number of common shares
outstanding during the period.  Dividends on cumulative  preferred stock are not
material.


                                        9
<PAGE>

NOTE 3 - INVENTORIES

Inventory consists of the following:
                                               September 30,     December 31,
                                                    2000           1999
                                               -------------     -------------
     Finished goods                                    $ 0        $    352,847
     Packaging and raw material                          0             232,560
                                                       ----        -----------
                                                      $  0           $ 585,407

NOTE 4 - STOCKHOLDERS' EQUITY

        During the nine month period ended  September  30, 2000,  the holders of
stock options to purchase  3,387,000  shares of stock exercised these options as
compensation for services rendered and to be rendered.

NOTE 5 - GOING CONCERN

        The Company has prepared the accompanying  financial statements included
herewith assuming that it will continue as a going concern. Although the Company
raised   additional   capital  in  2000,   it  has  not   generated   sufficient
revenue-producing activity to sustain its operations.  Accordingly,  the Company
must realize a satisfactory  level of profitability  from its current and future
operations  in order to remain a viable  entity.  The  Company's  auditors  have
included an  explanatory  paragraph in their report for the year ended  December
31, 1999 indicating there is substantial  doubt regarding the Company's  ability
to  continue  as  a  going  concern.  The  accompanying  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

NOTE 6 - LITIGATION

        The  Company  has filed  suit  against  the  manufacturer  of the peanut
filling  for  Peanut   Squeeze.   The   Company  is  seeking   damages  for  the
manufacturer's  inability  to meet  product  specifications.  As a  result,  the
Company incurred  significant damages including lost sales and shelf space, lost
promotional costs and expenses  associated with introducing and marketing Peanut
Squeeze,  and  damage to the  Company's  distribution  network  of  brokers  and
distributors.  In addition,  the Company is a party to legal proceedings  (which
generally  relate to disputes between the Company and its suppliers or customers
regarding  payment for products sold or supplied) that are typical for a company
of its size and scope and financial condition, and none of these proceedings are
believed to be material to its financial condition or results of operations.












                                       10

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS
                                   (Unaudited)

Cautionary  Statement  for Purposes of "Safe Harbor  Provisions"  of the Private
Securities  Litigation Reform Act of 1995. Certain statements  contained in this
Quarterly  Report on Form 10-QSB  ("Form  10-QSB")  constitute  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995. These  statements  involve known and unknown risks,  uncertainties  and
other factors that may cause our or our  industry's  actual  results,  levels of
activity,  performance  or  achievements  to be  materially  different  than any
expressed or implied by these forward-looking  statements.  These statements may
be contained in our filings with the Securities and Exchange  Commission,  press
releases,  and  written or oral  presentations  made by our  representatives  to
analysts, rating agencies,  stockholders, news organizations and others. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will,"  "should,"  "intend",  "expects,"  "plans,"  "anticipates,"  "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these terms
or other  comparable  terminology.  Although we believe that the expectations in
the  forward-looking  statements  are  reasonable,  we cannot  guarantee  future
results,  levels  of  activity,   performance  or  achievements.  See  also  the
information  set forth in Exhibit  99.1 on our Form 8-K dated  January  21, 2000
titled "RISK  FACTORS,"  incorporated  into the quarterly  report for the period
ending March 31, 2000 on Form 10-QSB.

Three Months and Nine Months Ended September 30, 2000 and 1999

Results of Operations:

        The Company had planned to raise  capital  over the past year to support
its food marketing  initiatives through Visionary Brands.  However,  the quality
control  problems  associated  with the  manufacturing  of Peanut  Squeeze,  the
Company's  primary  food  product,  has  made  that  task  extremely  difficult.
Management  relied on the  manufacturer  to  produce a  consistent  good-tasting
product.  This did not occur and the Company has had to discontinue the product,
while suffering  significant  losses due to the poor quality product produced by
the manufacturer.

        The  Internet  segment  lost its  allure on Wall  Street in the past six
months and companies  that were trading at incredible  multiples of both revenue
and  earnings  collapsed  as  analysts  began  to  demand  fundamental  business
principles and immediate  results.  These market condition  changes have allowed
Hollywood  Partners.com  ("HP.com") to expand its business  model to include the
potential acquisition of brick and mortar companies with revenue and profit, and
the expansion into non-Internet  marketing and promotions companies.  HP.com has
positioned itself to service its client base in the areas of marketing, branding
and  distribution.  Using the  Company's  tie-ins  to  entertainment  and sports
properties,  the Company provides strategic solutions to help clients to achieve
their marketing and business  objectives.  The Company will generate  revenue by
charging the client base for its  promotional  packages,  and by  utilizing  the
registered database for back end commerce and demographic enhancement.




                                       11

<PAGE>



Net Revenues:

        For the three months ended  September 30, 2000,  net sales were $142,059
compared  to  $738,437  for the same  period in 1999,  a decrease of $596,378 or
80.1%.  The lack of significant  growth in revenue was primarily due to the shut
down of  manufacturing  and  distribution  of Peanut Squeeze.  In addition,  the
revenue  generated  from the sales of "The Wizard of Oz"  marshmallows  has been
greatly reduced.

        For the nine months ended  September  30, 2000,  net sales were $864,020
compared to  $1,851,685  for the same period in 1999,  a decrease of $987,665 or
53.3%.  This  decrease  was also due to the shut down of Peanut  Squeeze and the
slow down of "The Wizard of Oz" marshmallows.

Gross Profit:

        For the three months ended September 30, 2000, gross loss was ($393,426)
compared to $213,760 for the three months ended  September 30, 1999.  Gross loss
was (126%) of net revenues for the quarter ended September 30, 2000, compared to
gross  profit of 29% for the same  period in 1999.  The gross  loss in the third
quarter was  adversely  affected  by two key  factors:  The  Company  liquidated
short-coded  merchandise at a discount, and the discounting of Peanut Squeeze in
an attempt to mitigate the damages caused by bad product.

        For the nine months ended September 30, 2000,  gross loss was ($242,878)
compared to a gross profit of $690,032 for the nine months ended  September  30,
1999, a decrease of $987,665.  Gross loss was (28%) of net revenues for the nine
months ended  September  30, 2000 compared to gross profit of 37.2% for the same
period in 1999. The third quarter gross loss results adversely affected the nine
month gross profit results due to the liquidation and discounting of merchandise
in the quarter.

Research and Development:

        Total research and development  expenses for product development for the
three months ended  September  30, 2000 were $0 compared to $34,159 for the same
period in 1999,  a decrease of $34,159 or 100%.  The  decrease  in research  and
development  expenses is due primarily to the company's new strategy to contract
with outside  suppliers to develop and manufacture their products and not use in
house resources.

        Total research and development  expenses for product development for the
nine months ended  September  30, 2000 were $35,835  compared to $56,315 for the
same period in 1999,  a decrease of $20,480 or 36%. The decrease in research and
development expenses is due primarily to the company's strategy of using outside
suppliers to develop their products and not use in house resources.

Sales and Marketing:

        Total sales and marketing  expenses for the three months ended September
30, 2000 were $319,451 compared to $496,873 for the three months ended September
30, 1999, a decrease of $177,422 or 35.7%. This decrease was due to primarily to
low sales and marketing  activity in the quarter as the company is shutting down
its distribution of Peanut Squeeze.

                                       12
<PAGE>



        Total sales and marketing  expenses for the nine months ended  September
30, 2000 were  $1,419,693  compared  to  $1,279,950  for the nine  months  ended
September 30, 1999, an increase of $139,743 or 10.9%. This increase was also due
to the impact of HP.com on the Company's consolidated  financial statements.  In
the first nine months of the year,  HP.com  accounted  for $604,827 of sales and
marketing expenses as it began to market its promotional services.

General and Administrative:

        For the three  months  ended  September  30,  2000,  total  general  and
administrative expenses were $1,222,752 compared to $520,516 for the three
months ended September 30, 1999, an increase of $702,136,  or 135%.  Significant
cost increments  were primarily in the following  areas:  consulting  expense of
$363,000;  management and staff salaries of $80,000, due to increase of staffing
of Hollywood  Partners.com;  bad debt  expenses of $268,000;  insurance  cost of
$37,000 and legal and accounting expenses of $76,000.

        For the  nine  months  ended  September  30,  2000,  total  general  and
administrative  expenses were  $2,939,796  compared to  $1,394,384  for the nine
months ended September 30, 1999, an increase of $1,545,412 or 111%.  Significant
cost increments were primarily in the following areas: consulting expense of
$506,000;  management and staff salaries of $187,000;  legal and accounting fees
of $167,000; insurance fees of $106,000; and bad debt expenses of $268,000.

Other Income (Expense):

        For the three months ended September 30, 2000, other income and expenses
were $3,652  compared to $29,761 for the three months ended September 30 1999, a
decrease of $26,109,  or 88%. This decrease was due to a litigation  recovery of
$60,632 received in 1999.

        For the nine months ended September 30, 2000,  other income and expenses
were ($2,963)  compared to $253,723 for the nine months ended September 30 1999,
a  decrease  of  $1,016,370  or  100%.  This  decrease  was due  primarily  to a
litigation recovery of $1,260,632 received in 1999.

Liquidity and Capital Resources:
                                                    Nine Months Ended
                                                      September 30,
                                                  2000              1999
                                                  ------------    -----------
Net Cash Used in Operating Activities           $ (3,405,961)   $  (672,001)
Net Cash Provided by Investing Activities            485,131        104,058
Net Cash Provided by
Financing Activities                               1,865,010        991,327
Working Capital                                   (1,537,407)      (296,151)







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<PAGE>

        The Company  continues to suffer  recurring losses from operations as of
September 30, 2000 and has not generated sufficient  revenue-producing  activity
to  sustain  its  operations.   The  Company's   independent   certified  public
accountants  have  included a  modification  to their  opinion on the  Company's
December 31, 1999 financial  statements,  which  indicates  there is substantial
doubt about the Company's ability to continue as a going concern. The Company is
attempting  to  raise   additional   capital  to  meet  future  working  capital
requirements  and launch new products,  but may not be able to do so. Should the
Company  not be able to  raise  additional  capital,  it may  have to shut  down
operations.

PART II - OTHER INFORMATION

                       VITAFORT INTERNATIONAL CORPORATION

                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report to be signed  on its  behalf by the  undersigned,
thereunto duly authorized.


                       VITAFORT INTERNATIONAL CORPORATION
                                    (Company)



                               /s/ John Coppolino
                                 John Coppolino
                                    President


                                 /s/ Fred Rigaud
                                   Fred Rigaud
                         Acting Chief Financial Officer



                             Date: November 20, 2000
















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