<PAGE>

                                  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 June 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 August 18, 2000 is 20,359,288


<PAGE>



                       VITAFORT INTERNATIONAL CORPORATION

                                    CONTENTS


                         PART 1 - FINANCIAL INFORMATION

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



ITEM 1.  Consolidated Financial Statements:

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

         Statements of Operations (unaudited) -
         Three Month Periods Ended June 30, 2000 and 1999.............        5
         Six Month Periods Ended June 30, 2000 and 1999 ..............        6

         Statement of Stockholders' Equity (unaudited) -
         Six Month Period Ended June 30, 3000 ........................        7

         Statements of Cash Flows - (unaudited) -
         Six Month Periods Ended June 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 June 30, 2000 and December 31, 1999


<TABLE>
                                     ASSETS
<CAPTION>

                                                         June 30,
                                                           2000     December 31,
                                                        (Unaudited)     1999
                                                        ------------------------
<S>                                                      <C>        <C>

Current assets
  Cash and cash equivalents                               $ 377,390  $ 1,119,153
  Marketable securities                                           -    $ 536,667
  Accounts receivable, less allowance
    for doubtful accounts of $84,284 and $63,782             40,479      139,137
  Inventories                                               269,365      585,407
  Other receivables                                         194,794       47,383
  Prepaid expenses and other current assets                 698,823      676,753
    Total Current Assets                                  1,580,851    3,104,500

Equipment
  Manufacturing equipment                                   151,602      106,019
  Furniture and office equipment                            109,654      109,654
  Computer equipment                                        275,541      270,588
                                                            536,797      486,261
  Less accumulated depreciation                             335,975      305,434
    Total Equipment                                         200,823      180,827

Other Assets
  Intangible assets, net of accumulated amortization
   of $107,706 and $96,297                                  504,038      526,856
  Other assets                                                  875      138,006
    Total Other Assets                                      504,913      664,862

  Total Assets                                         $ 2,286,587   $ 3,950,189
</TABLE>



          See accompanying notes to consolidated financial statements


                                      3
<PAGE>
               VITAFORT INTERNATIONAL CORPORATION & SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                    As of June 30, 2000 and December 31, 1999
<TABLE>

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<CAPTION>
                                                         June 30,
                                                           2000     December 31,
                                                        (Unaudited)     1999
                                                        -----------------------
<S>                                                     <C>           <C>

Current liabilities
  Notes payable, current portion                          $ 767,377    $ 392,209
  Accounts payable                                          636,200      836,500
  Accrued expenses                                          558,429      469,533
    Total Current Liabilities                             1,962,006    1,698,242

Long-term debt, less current portion                          1,948       26,331
    Total long-term liabilities                               1,948       26,331

Minority Interest                                           303,233      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 20,359,288
and 17,487,288 shares                                         2,037        1,749

  Additional paid-in capital                             29,208,690   28,398,646

  Accumulated deficit                                  (29,191,336) (26,828,941)
                                                       ------------- -----------

  Total Stockholders' Equity                                 19,402    1,571,465
                                                       ------------- -----------


  Total Liabilities & Stockholders' Equity              $ 2,286,589  $ 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
                                                                  June 30,
                                                              2000        1999
                                                           ---------------------
<S>                                                        <C>         <C>

Net revenues                                               $ 286,078   $273,550

Cost of sales                                                398,227    226,466

      Gross profit (loss)                                    (112,149)   47,084

Operating expenses
  Research and development                                     1,913     11,728
  Sales and marketing                                        559,428    353,009
  General and administrative                                 866,634    481,365
    Total operating expenses                               1,427,975    846,102

    Loss from operations                                  (1,540,124)  (799,018)

Other income (expense)
   Other income                                                    -      3,271
   Interest income                                             7,770        476
   Litigation recovery receivable, net of costs                    -  1,200,000
   Interest expense                                           (5,625)  (102,943)
    Total other income                                         2,145  1,100,804

   Income (loss) before income tax expense                (1,537,979)   301,786

State income tax expense                                       6,400          -

Net income (loss) after tax, before minority interest     (1,544,379)   301,786
   Minority interest in net loss of consolidated
   subsidiary                                                243,956          -

Net income (loss)                                         $(1,300,423)  301,786

Basic and diluted net income (loss) per common share          $ (0.07)   $ 0.02

Basic and diluted weighted average shares of common stock 18,020,505  13,167,395
</TABLE>


           See accompanying notes to consolidated financial statements


                                     5
<PAGE>
               VITAFORT INTERNATIONAL CORPORATION & SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>

                                                           Six Months Ended
                                                               June 30,
                                                         2000         1999
                                                       ------------------------
<S>                                                   <C>          <C>
Net revenues                                            $ 721,961   $ 1,113,248

Cost of sales                                             785,173       636,976

      Gross profit (loss)                                  (63,212)     476,272

Operating expenses
  Research and development                                 35,834        22,156
  Sales and marketing                                   1,100,242       783,077
  General and administrative                            1,717,044       873,768
    Total operating expenses                            2,853,120     1,679,001

    Loss from operations                               (2,916,332)   (1,202,729)

Other income
  Other income                                                  -       273,551
  Interest income                                          17,564           498
  Litigation recovery receivable, net of costs                  -     1,200,000
  Interest expense                                        (29,674)     (216,852)
    Total other income (expense)                           (12,110)   1,257,197

Income (loss) before income tax expense                (2,928,442)       54,468

State income tax expense                                   6,400             -

Net income(loss)after tax,before minority interest
and extraordinary item                                 (2,922,042)       54,468
Minority interest in net loss of consolidated
subsidiary                                                517,129             -
Extraordinary item - forgiveness of debt                   42,520             -

Net (income) loss                                     $(2,362,393)      $ 54,468

Basic and diluted net loss per common share:
    Loss before extraordinary item                        $ (0.13)           -

    Extraordinary gain on extinguishment of debt             0.01            -

    Basic and diluted net loss                            $ (0.12)         $ -

Basic and diluted  weighted average shares of
common stock                                           18,923,288    12,586,620
                                                       ===========   ==========
</TABLE>


         See accompanying notes to consolidated financial statements


                                      6

<PAGE>
                    VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                         Six Months Ended June 30, 2000
                                (Unaudited)
<TABLE>
<CAPTION>
                                        Series B                    Series C
                                        Convertible                Convertible
                                     Preferred Stock            Preferred Stock
                                Shares      Amount        Shares         Amount
                                ------------------        ---------------------
<S>                             <C>                           <C>          <C>

Balance, January 1, 2000        1,000      $ 10                50           $ 1

Stock,options and
warrants issued and
exercised for services
Net loss

Balance, June 30, 2000          1,000      $ 10                50           $ 1
                          ============-=========          ======================

                                                    Additional
                                  Common Stock        Paid-In      Accuumulated
                              Shares      Amount      Capital          Deficit
                             -------------------     -----------  --------------
<S>                                    <C>            <C>         <C>

Balance, January 1, 2000     17,487,288    $1,749  $28,398,646    $(26,828,943)
Stock,options and
warrants issued and
exercised for services        2,872,000       288      810,044
Net loss                                                            (2,362,393)
                             ----------    ------     --------    ------------
Balance, June 30, 2000       20,359,288    $2,037  $29,208,690    $(29,191,336)
                            ===========    ======  ===========    =============


                                     Total
                                   --------
<S>                             <C>

Balance, January 1, 2000         $1,571,463
Stock,options and
warrants issued and
exercised for services              810,332
Net loss                         (2,362,393)
                                ------------
Balance, June 30, 2000             $ 19,402
                                ============
</TABLE>

          See accompanying  notes to the consolidated financial statements


                                    7
<PAGE>
                VITAFORT INTERNATIONAL CORPORATION & SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Six Months Ended
                                                              June 30.
                                                        2000            1999
<S>                                             <C>                <C>

Cash flows from operating activities:
Net loss                                         $ (2,362,393)      $ (247,318)
Adjustments to reconcile net loss to
cash and cash equivalents used in
operating activities
Extraordinary gain                                    (42,520)               -
Stock options and warrants
issued for services                                    12,138                -
Depreciation and amortization                          53,645           61,653
Provision for doubtful accounts                        20,502                -
Minority interest in net loss of
consolidated subsidiary                              (350,918)               -
Stock options and warrants exercised
for services                                          797,906           38,455
Changes in operating assets and liabilities:
Accounts receivable                                    78,154          255,522
Inventories                                           316,043         (147,101)
Prepaid expenses and other current assets             110,800           37,393
Other assets                                           18,495                -
Accounts payable                                     (157,783)        (361,168)
Long term debt, less current portion                  (50,716)               -
Income taxes payable                                  (23,838)               -
Accrued expenses                                      151,761          120,025
                                                     ----------     -----------
Cash and cash equivalents used in operating
activities                                          (1,428,724)        (242,539)
                                                 -------------      ------------

Cash flows from investing activities:
Purchase of equipment                                  (50,536)               -
Proceeds from sale of marketable securities            375,022                -
                                                     ----------     ------------
Cash and cash equivalents provided by investing
activities                                             486,131                -
                                                     ----------    ------------

Cash flows from financing activities:
Proceeds from notes payable                            408,591         (118,635)
Repayment of notes payable                             (46,116)          31,000
                                                       --------       ----------
Cash and cash equivalents provided by (used in)
financing activities                                   362,475          (87,635)
                                                      ---------        ---------

Decrease in cash and cash equivalents                 (741,762)        (330,174)
Cash and cash equivalents, beginning of period       1,119,153          872,649
Cash and cash equivalents, end of period             $ 377,391        $ 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  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.

         Vitafort  develops,  markets and distributes  snack foods to the retail
grocery  trade;  however,  the Company has  created a wholly  owned  subsidiary,
Visionary  Brands,  Inc., to execute this strategy.  Visionary  Brands is in the
business  of  creating  brands  and  products  in  the  grocery  industry,   and
manufacturing  and  distributing  the same.  These  products are 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  develops these products from the actual  conception of the product idea
to the shipment of the product to the retailer.

         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 and six months  ended June 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:
<TABLE>
<CAPTION>

                                         June  30,  2000     December  31, 1999
                                         ---------------     ------------------
<S>                                        <C>                     <C>
      Finished goods                        $  77,480               $  352,847
      Packaging and raw material              191,885                  232,560
                                             ---------              -----------
                                            $ 269,365                $ 585,407
                                            =========               ==========
</TABLE>
NOTE 4 - STOCKHOLDERS' EQUITY

         During the six month period  ended June 30, 2000,  the holders of stock
options  to  purchase  2,872,000  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  1999,   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:

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".

Three Months and Six Months Ended June 30, 2000 and 1999
--------------------------------------------------------
Results of Operations:

         The Company had planned to raise  capital in the first half of the 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.

         During this past  quarter,  management  has had to address  significant
changes in the overall market conditions. The Company had attempted to execute a
roll-up  strategy in the home  delivery  of  center-of-the-plate  entrees.  This
initiative entailed raising $15 million at the subsidiary level, with the intent
of  spinning  out this new  subsidiary  into a public  entity  after 12  months.
However,  due to the continuing  problems  associated with Visionary Brands, the
small market cap of Vitafort and the  tightening of the equity  markets,  it has
become  apparent  that this  strategy  would be very  difficult to execute under
Vitafort.
                                 11
<PAGE>

           The  Internet  segment  lost its allure on Wall  Street in the second
quarter and companies that were trading at incredible  multiples to 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.

Net Revenues:

         For the three  months  ended June 30,  2000,  net sales  were  $286,078
compared to $273,550 for the same period in 1999,  an increase of $12,528 or 5%.
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 six  months  ended  June 30,  2000,  net  sales  were  $721,961
compared to  $1,113,248  for the same period in 1999,  a decrease of $391,287 or
35%. 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 June 30,  2000,  gross  profit  (loss) was
($112,149)  compared to $47,084 for the three months ended June 30, 1999.  Gross
profit  (loss) was (39%) of net  revenues  for the quarter  ended June 30, 2000,
compared  to 17% for the same  period in 1999.  The gross  profit in the  second
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 six  months  ended  June 30,  2000,  gross  profit  (loss)  was
($63,212)  compared  to  $476,272  for the six  months  ended June 30,  1999,  a
decrease of $539,484.  Gross profit  (loss) was (9%) of net revenues for the six
months  ended June 30, 2000  compared  to 43% for the same  period in 1999.  The
second  quarter  gross  profit  results  adversely  affected the six month gross
profit  results due to the  liquidation  and  discounting  of merchandise in the
quarter.
                                   12
<PAGE>

Research and Development:

         Total research and development expenses for product development for the
three  months  ended June 30, 2000 were $1,913  compared to $11,728 for the same
period in 1999,  a decrease  of $9,815 or 84%.  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
six months  ended June 30,  2000 were  $35,834  compared to $22,156 for the same
period in 1999,  an increase  of $13,678 or 62%.  The  increase in research  and
development  expenses is due primarily to Websites  development costs of $27,421
for Hollywood Partners, offset by reductions of consultants' costs of $8,849.

Sales and Marketing:

         Total sales and marketing  expenses for the three months ended June 30,
2000 were  $559,428  compared to $353,009  for the three  months  ended June 30,
1999,  an increase of $206,419 or 59%.  This  increase  was due to the impact of
HP.com  on the  Company's  consolidated  financial  statements.  In  the  second
quarter,  HP.com  accounted for $181,138 of sales and  marketing  expenses as it
continued to market its promotional services.

         Total sales and  marketing  expenses  for the six months ended June 30,
2000 were  $1,100,242  compared to $783,077  for the three months ended June 30,
1999,  an increase of $317,165 or 41%.  This increase was also due to the impact
of HP.com on the Company's consolidated financial statements.  In the first half
of the year, HP.com accounted for $381,720 of sales and marketing expenses as it
began to market its promotional services.

General and Administrative:

         For  the  three  months  ended  June  30,  2000,   total   general  and
administrative  expenses were $866,634 compared to $481,365 for the three months
ended  June  30,  1999,  an  increase  of  $385,269,  or 80%.  Significant  cost
increments were primarily in the following areas: consulting expense of $51,500;
management  and staff  salaries  of $ 151,515,  due to  increase  of staffing of
Hollywood Partners.com;  and office expenses of $ 136,985 to accommodate the new
employees

         For  the  six  months   ended  June  30,   2000,   total   general  and
administrative  expenses were $1,717,044 compared to $873,768 for the six months
ended  June  30,  1999,  an  increase  of  $843,276,  or 97%.  Significant  cost
increments  were  primarily  in  the  following  areas:  consulting  expense  of
$250,000;  management  and staff  salaries of $195,000;  design and  programming
expenses of $88,000;  legal and accounting  fees of $132,000;  insurance fees of
$58,000; and office expenses of $70,000 to accommodate the new employees.

Other Income (Expense):

         For the three  months  ended June 30,  2000,  other income and expenses
were $2,145  compared to  $1,100,804  for the three months ended June 30 1999, a
decrease of $1,098,659,  or 99%. This decrease was due to a litigation recovery
of $1,200,000 received in 1999.

         For the six months ended June 30, 2000,  other income and expenses were
($12,110)  compared  to  $1,257,197  for the six months  ended  June 30 1999,  a
decrease of $1,269,307 or 101%.  This decrease was due primarily to a litigation
recovery of $1,200,000 received in 1999.
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<PAGE>

Liquidity and Capital Resources:

                                                      Six Months Ended
                                                          June 30,
                                                       2000            1999
                                                  --------------   -------------

Net Cash Used in Operating Activities              $ (1,590,365)    $  (242,539)
Net Cash Provided by Investing Activities               486,131              -
Net Cash Provided by (Used in) Financing Activities     362,475         (87,635)
Working Capital                                        (381,155)       (228,337)


         The Company  continues to suffer recurring losses from operations as of
June 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 significantly curtail operations.

                       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: August 21, 2000

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