<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: SEPTEMBER 30, 2002


              [ ] 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)

            1925 CENTURY PARK EAST, 5TH FLOOR, LOS ANGELES, CA 90067
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (310) 364-3977
                                 --------------
              (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  during the  preceding  twelve
months ended  December 31, 2001 (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,  $.0001 per share par
value, outstanding on November 14, 2002 is 21,099,288.



                                       1
<PAGE>



                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES

                                    CONTENTS

                         PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                                                                                 PAGE NO.
                                                                           ------------------

<S>                                                                               <C>
         Item 1.   Consolidated Financial Statements:

                       Consolidated Balance Sheet (Unaudited)                       3

                       Consolidated Statements of Operations (Unaudited)            4

                       Consolidated Statements of Cash Flows (Unaudited)            5

                   Notes to Consolidated Financial Statements (Unaudited)         6-10

         Item 2.   Management's Discussion and Analysis of
                   Financial Condition and Plan of Operations                    11-12


                   PART II - OTHER INFORMATION

         Item 1.   Legal Proceedings                                               13

         Item 2.   Changes in Securities                                           13

         Item 3.   Defaults by the Company upon its
                   Senior Securities                                               13

         Item 4.   Submission of Matters to a Vote of
                   Security Holders                                                13

         Item 5.   Other Information                                               13

         Item 6.   Exhibits and Reports on Form 8-K                                13

         CERTIFICATIONS                                                            14-15
</TABLE>




                                       2
<PAGE>






                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2002


<TABLE>
<CAPTION>


ASSETS
<S>                                                                                              <C>
Cash and cash equivalents                                                                        $     --
                                                                                            ------------------

                                                                                                 $     --
                                                                                            ==================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                                          $  1,318,596
  Notes payable                                                                                       241,875
  Due to related parties                                                                              388,450
                                                                                            ------------------
     Total current liabilities                                                                      1,948,921
                                                                                            ------------------

STOCKHOLDERS' DEFICIENCY
  Series B, cumulative preferred stock; $0.01 par value;
  110,000 shares authorized; 1,000 shares issued and outstanding,
  aggregate liquidation preference of $50,000                                                              10
  Series C, convertible preferred stock; $0.01 par value;
  450 shares authorized; 50 shares issued and outstanding
  aggregate liquidation preference of $50,000                                                               1
  Common stock; $0.0001 par value; 30,000,000 shares authorized;
  21,099,288 shares issued and outstanding                                                              2,110
  Additional paid-in-capital                                                                       30,898,550
  Accumulated deficit                                                                            (32,849,592)
                                                                                            ------------------
    Total stockholders' deficiency                                                                (1,948,921)
                                                                                            ------------------

                                                                                                  $      --
                                                                                            ==================
</TABLE>





The accompanying notes are an integral part of the consolidated financial
   statements.


                                       3
<PAGE>



                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



<TABLE>
<CAPTION>

                                                     Three Months Ended              Nine Months Ended
                                                        September 30,                   September 30,
                                                    -------------------------------------------------------
                                                      2002            2001            2002           2001
                                                    -------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>
Net revenue ................................   $       --      $       --      $       --      $       --

Selling, general and administrative expenses         65,199          10,000         301,416          70,000
                                               ------------    ------------    ------------    ------------

Loss from operations .......................        (65,199)        (10,000)       (301,416)        (70,000)

Interest expense, net ......................         (4,375)         (9,325)        (16,875)        (29,525)

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

Loss before provision for income taxes and
discontinued operations ....................        (69,574)        (19,325)       (318,291)        (99,525)


Provision for income taxes .................           --              --              --              --
                                               ------------    ------------    ------------    ------------

Loss before discontinued operations ........        (69,574)        (19,325)       (318,291)        (99,525)

Discontinued operations ....................           --          (253,788)           --          (810,386)
                                               ------------    ------------    ------------    ------------

Net loss ...................................   $    (69,574)   $   (273,113)   $   (318,291)   $   (909,911)

                                               ============    ============    ============    ============

Loss per share - basic and diluted:
  Loss per share - continuing operations ...   $      (0.00)   $      (0.00)   $      (0.01)   $      (0.00)

  Loss per share - discontinued operations .          (0.00)          (0.00)          (0.01)          (0.03)

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

Net loss per share - basic and diluted .....   $      (0.00)   $      (0.01)   $      (0.01)   $      (0.03)
                                               ============    ============    ============    ============

 Basic and diluted weighted
  average shares of common
  stock ....................................     21,099,288      21,099,288      21,099,288      21,099,288
                                               ============    ============    ============    ============
</TABLE>


The accompanying notes are an integral part of the consolidated financial
  statements.



                                       4
<PAGE>


                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                     Nine Months Ended
                                                                       September 30,
                                                             ---------------------------------
                                                                    2002             2001
                                                             ------------------ --------------


<S>                                                             <C>               <C>
CASH FLOWS PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
 Net loss ..............................................        $(318,291)        $(909,911)

  Adjustments to reconcile net loss to net cash used for
  operating activities:
    Depreciation and impairment expense ................           81,536            30,000
    Bad debt expense ...................................             --               2,186
    Stock issued for services ..........................             --              70,121
    Minority interest ..................................             --             241,241
  Changes in assets and liabilities:
     (Increase) decrease in assets:
       Prepaid expenses and other current assets .......             --              70,899
        Accounts receivable ............................             --               4,338
        Other assets ...................................              996              --
      Increase (decrease) in liabilities:
        Accounts payable and accrued expenses ..........           30,430           469,148
        Due to related parties .........................          184,518              --
                                                                ---------         ---------

NET CASH USED FOR OPERATING ACTIVITIES .................          (20,811)          (21,978)
                                                                ---------         ---------

CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES:
  Bank overdraft .......................................           (2,689)            3,522
  Payments on capital lease ............................             --                --
  Additional paid-in capital ...........................             --                --
   Increase in due to related parties ..................           23,500              --
   Payments on notes payable ...........................             --              (4,176)
                                                                ---------         ---------

NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES ...           20,811              (654)
                                                                ---------         ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS ..............             --             (22,632)

CASH AND CASH EQUIVALENTS - BEGINNING ..................             --              22,632
                                                                ---------         ---------
 CASH AND CASH EQUIVALENTS - ENDING .....................        $    --           $    --
                                                                =========         =========

CASH PAID DURING THE PERIOD:
     Interest expense ..................................        $    --           $    --
                                                                =========         =========
     Income taxes ......................................        $    --           $    --
                                                                =========         =========


NON-CASH INVESTING ACTIVITY:
Discontinued operations - Hollywood Partners.com  (See Note 6)  $ 994,497         $    --
                                                                =========         =========
</TABLE>
<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                               September 30,

                                                                                           2002              2001
                                                                                           ----              ----
<S>                                                                                         <C>             <C>
Supplemental disclosure of non-cash operating,
   investing and financing activities

        Stock issued for prepaid consulting services .............                             --           10,000
        Modification of options ..................................                             --           60,121
        Contribution to equity of subsidiary by shareholders .....                             --          252,087
            allocated to minority interest
</TABLE>


The accompanying notes are an integral part of the consolidated financial
  statements.


                                       5
<PAGE>



                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION
     The accompanying financial statements have been prepared in accordance with
     accounting  principles  generally  accepted in the United States of America
     for interim financial  information and with the instructions to Form 10-QSB
     and Regulation S-B. Accordingly, they do not include all of the information
     and footnotes required by accounting  principles  generally accepted in the
     United States of America for complete financial statements.  In the opinion
     of  management,  all  adjustments  (consisting  only  of  normal  recurring
     adjustments)  considered  necessary  for  a  fair  presentation  have  been
     included.

     The results of operations for the nine months ended  September 30, 2002 are
     not necessarily  indicative of the results to be expected for the full year
     ending December 31, 2002.

     For further  information,  refer to the financial  statements and footnotes
     included in Form 10-KSB for the year ended December 31, 2001.

     The accompanying  consolidated financial statements include the accounts of
     Vitafort  International   Corporation  and  Subsidiaries  (the  "Company"),
     organized  under the laws of the State of  Delaware on  September  28, 1989
     (previously organized under the laws of the State of California on February
     7, 1986), and the following subsidiaries:

     a)   Visionary Brands, Inc., ("Visionary"), organized under the laws of the
          State of  Nevada on  January  7, 1998  (inactive)  (owned  100% by the
          Company);

     b)   Global International Sourcing, Inc. ("GIS"),  organized under the laws
          of the State of Nevada on October 21, 1997  (inactive)  (owned 100% by
          the Company);

     c)   Great Grocers.com, Inc. ("GGI"), organized under the laws of the State
          of Delaware on April 24, 2000 (inactive) (owned 100% by the Company);

     d)   Visionary  Foods.com,  Inc.  ("VFI"),  organized under the laws of the
          State of  Delaware  on April 24,  2000  (inactive)  (owned 100% by the
          Company);

     e)   Net Entree.com, Inc. ("NEI"), organized under the laws of the State of
          Delaware on May 23, 2000 (inactive) (owned 100% by the Company)

     All significant intercompany accounts and transactions have been eliminated
     in consolidation.

     As of September 30, 2001 and December 31, 2001, the consolidated  financial
     statements  include  the  accounts  of  Hollywood  Partners.com,  Inc.  and
     Subsidiaries  ("HP.com").  HP.com was a  majority  owned  subsidiary  as of
     December 31, 2001. (See Note 6)

     LINE OF BUSINESS
     The Company was engaged in sourcing,  developing and  formulating  products
     that it sold and  marketed  under  brands for healthy  food  products,  for
     licensed   products  and  for  low-priced   sourced  products  through  its
     wholly-owned  subsidiary,  Visionary.  During the year ended  December  31,
     2000, the Company wound down its operations.



                                       6
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     USE OF ESTIMATES
     The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenue  and  expenses  during the  periods  presented.  Actual
     results could differ from those estimates.

     RECENT ACCOUNTING PRONOUNCEMENTS
     On June 29, 2001, SFAS No. 141,  "Business  Combinations,"  was approved by
     the FASB, which requires that the purchase method of accounting be used for
     all  business  combinations  initiated  after June 30,  2001.  Goodwill and
     certain  intangible  assets  will  remain on the  balance  sheet and not be
     amortized.  On an annual  basis,  and when there is reason to suspect  that
     their values have been diminished or impaired,  these assets must be tested
     for impairment,  and write-downs may be necessary.  The Company implemented
     SFAS No. 141 as of January 1, 2002, and has concluded that the adoption has
     no  material  impact to the  Company's  financial  position  or  results of
     operations.

     On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets", was
     approved by the FASB,  which  changes the  accounting  for goodwill from an
     amortization  method  to  an  impairment-only  approach.   Amortization  of
     goodwill,  including goodwill recorded in past business combinations,  will
     cease upon adoption of this statement. The Company implemented SFAS No. 142
     as of January 1, 2002,  and has concluded that the adoption has no material
     impact to the Company's financial position or results of operations.

     During  August  2001,  SFAS  No.  143,  "Accounting  for  Asset  Retirement
     Obligation"  was  issued.  SFAS  No.  143 is  effective  for  fiscal  years
     beginning  after June 15,  2002,  and will  require  companies  to record a
     liability for asset retirement  obligations in the period in which they are
     incurred,  which typically could be upon completion or shortly  thereafter.
     The FASB decided to limit the scope to legal  obligation  and the liability
     will be recorded at fair value.  The effect of adoption of this standard on
     the  Company's  results  of  operations  and  financial  position  is being
     evaluated.

     During  August  2001,  SFAS No.  144,  "Accounting  for the  Impairment  or
     Disposal of Long-Lived  Assets." was issued.  SFAS No. 144 is effective for
     fiscal  years  beginning  after  December  15,  2001.  It provides a single
     accounting model for long-lived  assets to be disposed of and replaces SFAS
     No. 121 "Accounting for the Impairment of Long-Lived  Assets and Long-Lived
     Assets to Be  Disposed  Of." The  Company  implemented  SFAS No.  144 as of
     January 1, 2002, and has concluded that the adoption has no material impact
     to the Company's financial position or results of operations.

     In April 2002,  the FASB issued  Statement  No.  145,  "Rescission  of FASB
     Statements  No. 4, 44,  and 64,  Amendment  of FASB  Statement  No. 13, and
     Technical  Corrections."  This  Statement  rescinds  FASB  Statement No. 4,
     "Reporting Gains and Losses from  Extinguishment of Debt", and an amendment
     of that Statement,  FASB Statement No. 64, "Extinguishments of Debt Made to
     Satisfy  Sinking-Fund  Requirements" and FASB Statement No. 44, "Accounting
     for  Intangible  Assets of Motor  Carriers".  This  Statement  amends  FASB
     Statement No. 13,  "Accounting for Leases",  to eliminate an  inconsistency
     between the required  accounting for  sale-leaseback  transactions  and the
     required  accounting  for certain  lease  modifications  that have economic
     effects

                                       7
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     that are  similar to  sale-leaseback  transactions.  The  Company  does not
     expect the adoption to have a material  impact to the  Company's  financial
     position or results of operations.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated  with  Exit or  Disposal  Activities".  SFAS  No.  146  requires
     companies to recognize costs  associated  with exit or disposal  activities
     when they are incurred  rather than at the date of a commitment  to an exit
     or disposal plan, as previously  required under Emerging  Issues Task Force
     ("EITF") Issue 94-3. A fundamental  conclusion  reached by the FASB in this
     statement is that an entity's  commitment  to a plan,  by itself,  does not
     create a present  obligation  to others  that  meets  the  definition  of a
     liability.  SFAS No. 146 also  establishes that fair value is the objective
     for initial measurement of the liability.  The provisions of this statement
     are effective  for exit or disposal  activities  that are  initiated  after
     December  31,  2002.  The Company  believes  that this SFAS will not have a
     significant impact on its results of operations or financial position.

NOTE 2 - LIQUIDITY AND GOING CONCERN

     The accompanying  consolidated  financial  statements have been prepared in
     conformity  with  accounting  principles  generally  accepted in the United
     States of America, which contemplate continuation of the Company as a going
     concern.  Since its inception,  the Company has suffered  recurring  losses
     from operations.  For the nine months ended September 30, 2002, the Company
     incurred  a net loss of  $318,291,  had a  working  capital  deficiency  of
     $1,948,921 and an accumulated  deficit of  $32,849,592.  Also, in the first
     quarter of 2002,  the Company  became a minority  owner of its  subsidiary,
     HP.com.  (See Note 6).  These  factors  raise  substantial  doubt about the
     Company's ability to continue as a going concern.  Management is attempting
     to raise additional capital to meet future financial  obligations,  but may
     not be able to do so.  Should the Company  not be able to raise  additional
     capital,  it may have to  severely  curtail  operations.  The  consolidated
     financial  statements do not include any adjustments  that may be necessary
     if the Company is unable to continue as a going concern.

NOTE 3 - RELATED PARTY TRANSACTIONS

     The Company had the  following  related  party  transactions  with  certain
     officers, directors, consultants and shareholders as of September 30, 2002:

        a) Mark Beychok                                        $ 160,368
        b) Mel Beychok                                            99,700
        c) Valerie Broadbent                                      51,950
        d) John Coppolino                                         41,500
        e) Hollywood Partners.com                                 34,932
                                                             -----------
                                                               $ 388,450
                                                             ===========

     a)   Mark Beychok,  the former Chairman of the Board of the Company, is due
          a total of  $160,368  as of  September  30,  2002,  which  consists of
          $64,368 for unpaid salary,  advances and severance pay, and $96,000 in
          relation to his consulting agreement dated October 1, 2001.

     b)   Mel Beychok, a director and officer of the Company,  is due a total of
          $24,700 as of  September  30,  2002,  for a loan made for overhead and
          operating expenses. In January

                                       8
<PAGE>


                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2002

NOTE 3 - RELATED PARTY TRANSACTIONS (Continued)

          2002,  the  Company  entered  into an  employment  agreement  with Mel
          Beychok.  The  term  of the  agreement  is for  one  year  with  total
          compensation of $100,000,  payable in cash or up to 20,000,000  shares
          of the Company's common stock. As of September 30, 2002, no shares had
          been  issued and the  Company  has  accrued  $75,000  of  compensation
          expense.

     c)   Valerie  Broadbent,  a director and officer of the  Company,  is due a
          total of $48,000 as of September 30, 2002, in relation to a consulting
          agreement dated October 1, 2001. In addition, Valerie Broadbent is due
          a total of $3,950 as of  September  30,  2002,  in unpaid  salary  and
          advances.

     d)   John Coppolino, a former director and officer of the Company, is due a
          total of $41,500 as of September 30, 2002, in unpaid salary.

     e)   The Company  owes a total of $34,932 as of  September  30,  2002,  for
          funds advanced from a former subsidiary for operating  purposes.  (See
          Notes 1 and 6)

NOTE 4 - NOTES PAYABLE

     The Company had the following notes payable as of September 30, 2002:

             a)   Inventory financing               $ 199,362
             b)  Vendor notes                          42,513
                                                    -----------
                                                    $ 241,875
                                                    ===========

     a)   Throughout  1998, the Company  entered into purchase  order  financing
          agreements with accredited investors,  which provided the Company with
          financing to purchase  inventory.  These advances bore interest at the
          rate of 3% per  month  and were due as the  related  receivables  were
          collected.  The Company had pledged its  inventory as  collateral  for
          these advances.  As of September 30, 2002,  $199,362 of these advances
          were outstanding and the Company is in default on the agreements.

     b)   As of September 30, 2002,  the Company has various  vendor notes which
          relate to expenses  incurred  during the year ended December 31, 2000.
          The Company is in default on the notes.


NOTE 5 - COMMITMENTS AND CONTINGENCIES

     LITIGATION
     The Company filed suit against the  manufacturer  of the peanut filling for
     Peanut  Squeeze,  Haarmann  & Reimer  ("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.

     The Company is a party to various legal proceedings (which generally relate
     to disputes  between the Company and its  suppliers or customers  regarding
     payment for products  sold or supplied or for services  rendered)  that are
     typical for a company of its size and scope and serious financial

                                       9
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 30, 2002


NOTE 5 - COMMITMENTS AND CONTINGENCIES (Continued)

     condition,  and  these  proceedings  could  be  material  to its  financial
     condition or results of operations.

NOTE 6 - DISCONTINUED OPERATIONS

     As of December  31, 2001,  the Company  owned  4,457,629  shares of HP.com,
     representing  45.7% of the  outstanding  shares,  which  was a  controlling
     interest.  During  the  first  quarter  of 2002,  the  Company's  ownership
     interest  in HP.com  was  reduced  to less than 10% when  HP.com  issued an
     aggregate of 23,300,000 shares of its common stock to various employees and
     consultants for services performed.  For the year ending December 31, 2002,
     HP.com will be accounted for as an investment  whose basis has been reduced
     to $0.  During the nine  months  ended  September  30,  2002,  the  Company
     recorded a capital  contribution  totaling  $994,497  relating to losses in
     excess of its basis in HP.com.

NOTE 7 - IMPAIRMENT EXPENSE

     During the nine months ended September 30, 2002, the Company has determined
     there  to  be  an  impairment  of  certain  property and equipment totaling
     $81,536,  pursuant  to  the  rules  under  SFAS  No.  144.

NOTE 8 - SUBSEQUENT EVENTS

     The Company has made  efforts to obtain  additional  capital to sustain its
     operations, but has been unsuccessful in its efforts.




                                       10
<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
           OPERATIONS


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,"  "intends,"  "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.


THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

PLAN OF OPERATIONS

Due to quality control problems at the Company's manufacturer of Peanut Squeeze,
Haarmann  & Reimer  ("Peanut  Squeeze"),  the  Company  was  forced to shut down
production  during 2000,  resulting in lost  revenues and  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.  This resulted in
severe  losses  and  significant  damage  to the  Company's  infrastructure.  In
addition,  the resulting problems made it nearly impossible to raise the capital
needed to continue operations during 2001 and into the second quarter of 2002.

The Company continues to explore other business  opportunities and is attempting
to raise capital, but thus far has been unsuccessful.  No assurance can be given
that the Company will be successful in that regard.  In the event the Company is
not  successful,  it is unlikely  that there would be any amounts  available for
distribution to the Company's stockholders.

During the first quarter of 2002, the Company's  ownership interest in Hollywood
Partners.com  ("HP.com")  was  reduced  to less than 10% when  HP.com  issued an
aggregate  of  23,300,000  shares of its common stock to various  employees  and
consultants.  In January  2002,  these shares were  collateralized  to the chief
executive  officer  as  consideration  for loans to be made to the  Company  for
operating  expenses.  HP.com will no longer be consolidated with the Company, as
it no longer has a controlling interest in the stock.



                                       11
<PAGE>



 LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<CAPTION>

                                                                    Nine Months Ended
                                                                       SEPTEMBER 30,
                                                                 2002               2001
                                                            ------------        -----------

<S>                                                         <C>                 <C>
Net cash used for operating activities .............        $   (20,811)        $   (21,978)
Net cash provided by (used for) financing activities             20,811                (654)
Working capital (deficiency) .......................         (1,948,921)         (2,572,519)
</TABLE>

The Company continues to suffer recurring losses from operations as of September
30, 2002,  and has not  generated  any revenues to sustain its  operations.  The
Company's  independent certified public accountants have included a modification
to their opinion on the Company's December 31, 2001 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,  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.

SUBSEQUENT EVENTS

The  Company  has made  efforts to obtain  additional  capital  to  sustain  its
operations, but has been unsuccessful in its efforts.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Management's Discussion and Analysis of Financial Condition and Plan of
Operations discusses the Company's financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America.  The preparation of these financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.  On
an on-going basis, management evaluates its estimates and judgments, including
those related to revenue recognition, intangible assets, financing operations,
and contingencies and litigation.  Management bases its estimates and judgments
on historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources.  Actual results may differ from these
estimates under different assumptions or conditions.  The most significant
accounting estimates inherent in the preparation of the Company's financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other sources,
primarily allowance for doubtful accounts and accruals for other liabilities.
These accounting policies are described at relevant sections in this discussion
and analysis and in the notes to the consolidated financial statements included
in our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001.

ITEM 4.     CONTROLS AND PROCEDURES

     Based on the evaluation of the Company's disclosure controls and procedures
by Mel Beychok, the Company's Chief Executive Officer, and Valerie A. Broadbent,
the Company's Chief Financial Officer, as of a date within 90 days of the filing
date of this quarterly report, such officers have concluded that the Company's
disclosure controls and procedures are effective in ensuring that information
required to be disclosed by the Company in the reports that it files or submits
under the Securities and Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported, within the time period specified by the
Securities and Exchange Commission's rules and forms.

     There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

                                       12
<PAGE>

                           PART II--OTHER INFORMATION


Item 1.   Legal Proceedings.

                  None

Item 2.   Changes in Securities.

                  None

Item 3.   Defaults by the Company upon its Senior Securities.

                  None.

Item 4.   Submission of Matters to a Vote of Security Holders.

                  None

Item 5.   Other Information.

                  None

Item 6.   Exhibits and Reports on Form 8-K.

                  None




                                       13



<PAGE>


                                  CERTIFICATION


     I, Valerie A. Broadbent, certify that:

     1.     I have reviewed this Quarterly Report on Form 10-QSB of Vitafort
International Corporation;

     2.     Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Quarterly Report;

     3.     Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

     4.     The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a)     designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)     evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and

c)     presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5.  The  Registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation,  to  the  Registrant's auditors and the audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

     6.  The Registrant's other certifying officers and I have indicated in this
Quarterly  Report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date: November 14, 2002


                                                 /s/  Valerie  A.  Broadbent
                                             -----------------------------------
                                                      Valerie  A.  Broadbent
                                                             President




                                       14
<PAGE>


                                  CERTIFICATION


     I, Valerie A. Broadbent, certify that:

     1.     I have reviewed this Quarterly Report on Form 10-QSB of Vitafort
International Corporation;

     2.     Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
Quarterly Report;

     3.     Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this Quarterly Report;

     4.     The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a)     designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)     evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
Quarterly Report (the "Evaluation Date"); and

c)     presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

     5.  The  Registrant's other certifying officers and I have disclosed, based
on  our  most  recent  evaluation,  to  the  Registrant's auditors and the audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent  function):

a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

     6.  The Registrant's other certifying officers and I have indicated in this
Quarterly  Report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date: November 14, 2002


                                                 /s/  Valerie  A.  Broadbent
                                             -----------------------------------
                                                      Valerie  A.  Broadbent
                                                      Chief Financial Officer




                                       15








<PAGE>