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

                                  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, 2001


    [ ]  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 1130, 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 during the preceding twelve
months ended December 31, 1998 (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 $.001 per share
outstanding on November 13, 2001 is 23,412,288.
================================================================================
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION

                                    CONTENTS



                         PART 1 - FINANCIAL INFORMATION

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


ITEM 1.  Consolidated Financial Statements:

         Balance Sheets
         September 30, 2001 (unaudited) and December 31, 2000 ...........  3

         Statements of Operations (unaudited)
         Three Month Periods Ended September 30, 2001 and 2000 ..........  4
         Nine Month Periods Ended September 30, 2001 and 2000 ...........  4

         Statement of Stockholders' Deficiency (unaudited)
         Nine Month Period Ended September 30, 2001 .....................  5

         Statements of Cash Flows (unaudited)
         Nine Month Periods Ended September 30, 2001 and 2000 ...........  6-7

         Notes to the Financial Statements ..............................  8-13



ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ............................ 14-17



                           PART II - OTHER INFORMATION

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


Signature................................................................  18















                                        2
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE><CAPTION>
                                                                    September 30,     December 31,
                                                                        2001              2000
                                                                    ------------      ------------
                                                                     (Unaudited)
<S>                                                                 <C>               <C>
                                     ASSETS
CURRENT ASSETS                       ------
    Cash and cash equivalents                                       $       --        $     22,632
    Accounts receivable                                                     --               4,338
    Prepaid expenses and other current assets                               --              70,899
                                                                    ------------      ------------
         Total current assets                                               --              97,869

Property and equipment, net of accumulated
depreciation of $400,659 and $370,659                                    137,239           167,239

Other assets                                                                 875               875
                                                                    ------------      ------------
         TOTAL ASSETS                                               $    138,114      $    265,983
                                                                    ============      ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
CURRENT LIABILITIES
    Bank overdraft                                                  $      3,522      $       --
    Accounts payable and accrued expenses                              2,300,000         1,781,041
    Due to related parties                                                  --                --
    Notes payable                                                        260,694           260,694
    Capital lease obligations, current portion                             8,303            12,479
                                                                    ------------      ------------
         Total current liabilities                                     2,572,519         2,054,214
Capital lease obligations - non current                                   15,307            15,307
                                                                    ------------      ------------
         Total liabilities                                             2,587,826         2,069,521
                                                                    ------------      ------------
Commitments and contingencies                                               --                --

STOCKHOLDERS' DEFICIENCY
Series B, Convertible preferred stock, Cumulative
   10% - $0.01 par value; 110,000 shares authorized;
   1,000 issued and outstanding                                               10                10
Series C, Convertible  preferred stock, $0.01 par value;
   450 shares Authorized; 50 issued and outstanding                            1                 1
Common stock - $0.0001 par value; 30,000,000 shares authorized;
   20,986,788 issued and outstanding                                       2,099             2,099
Additional paid-in capital                                            30,062,790        29,799,053
Accumulated deficit                                                  (32,514,612)      (31,604,701)
                                                                    ------------      ------------
         Total stockholders' deficiency                               (2,449,712)       (1,803,538)
                                                                    ------------      ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $    138,114      $    265,983
                                                                    ============      ============
</TABLE>
                 The accompanying notes are an integral part of
                      the consolidated financial statement.

                                        3
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE><CAPTION>
                                                 For the Three Months Ended           For the Nine Months Ended
                                                       September 30,                       September 30,
                                               ------------------------------      ------------------------------
                                                   2001              2000              2001              2000
                                               ------------      ------------      ------------      ------------
<S>                                            <C>               <C>               <C>               <C>
NET SALES                                      $       --        $    142,059      $       --        $    864,020

COST OF SALES                                          --             321,725              --           1,106,898
                                               ------------      ------------      ------------      ------------
GROSS PROFIT                                           --            (179,666)             --            (242,878)

SELLING, GENERAL AND                                263,788         1,542,203           880,386         4,395,324
                                               ------------      ------------      ------------      ------------
ADMINSTRATIVE EXPENSES

LOSS FROM OPERATIONS                               (263,788)       (1,721,869)         (880,386)       (4,638,202)
                                               ------------      ------------      ------------      ------------
OTHER INCOME (EXPENSE)
    Interest income                                    --               1,973              --              19,537
    Interest expense                                 (9,325)           (5,625)          (29,525)          (22,500)
    Minority interest in net loss
    of consolidated subsidiary                                        513,820                           1,030,949
                                               ------------      ------------      ------------      ------------
         Total other income (expense), net           (9,325)          510,168           (29,525)        1,027,986
                                               ------------      ------------      ------------      ------------


LOSS BEFORE PROVISION FOR INCOME TAXES             (273,113)       (1,211,701)         (909,911)       (3,610,216)

STATE INCOME TAX PROVISION                             --                --                --               6,400
                                               ------------      ------------      ------------      ------------

LOSS AFTER TAX BEFORE PROVISION FOR
MINORITY INTEREST AND EXRAORDINARY ITEM            (273,113)       (1,211,701)         (909,911)       (3,616,616)

MINORITY INTEREST                                                                          --

EXRAORDINARY ITEM                                      --                --                --              42,520
                                               ------------      ------------      ------------      ------------

NET LOSS                                       $   (273,113)     $ (1,211,701)     $   (909,911)     $ (3,574,096)
                                               ============      ============      ============      ============
LOSS PER SHARE
    BASIC AND DILUTED                          $       (.01)     $       (.06)     $       (.04)     $       (.18)
</TABLE>





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

                                        4
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                      Nine Months Ended September 30, 2001
                                   (Unaudited)


<TABLE><CAPTION>
                   Preferred Stock     Preferred Stock         Common Stock        Additional                          Total
                   ---------------     ---------------     -------------------       Paid-in        Accumulated    Stockholders'
                   Shares   Amount     Shares   Amount       Shares     Amount       Capital          Deficit        Deficiency
                   ------   ------     ------   ------     ----------   ------     -----------     ------------     -----------
<S>                <C>      <C>        <C>      <C>        <C>          <C>        <C>             <C>              <C>
Balance at
December 31, 2000   1,000       10         50        1     20,986,788   $2,099     $29,799,053     $(31,604,701)    $(1,803,538)

Issuance of stock
for services          --       --         --       --             --       --           10,000              --           10,000

Cashless exercise
of options            --       --         --       --             --       --            1,650              --            1,650

Exercise of
warrants              --       --         --       --             --       --          252,087              --          252,087

Net loss
(unaudited)           --       --         --       --             --       --              --          (909,911)       (909,911)
                   ------   ------     ------   ------     ----------   ------     -----------     ------------     -----------
Balance at
September 30,
2001 (unaudited)    1,000       10         50        1     20,986,788   $2,099     $30,062,790     $(32,514,612)    $(2,449,712)
                   ======   ======     ======   ======     ==========   ======     ===========     ============     ===========
</TABLE>

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



















                                        5
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE><CAPTION>
                                                                     For The Nine Months Ended
                                                                            September 30,
                                                                   ------------------------------
                                                                       2001              2000
                                                                   ------------      ------------
<S>                                                                <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
  Reconciliation of net loss to net cash used in operating activities:
        Net loss                                                   $   (909,911)     $ (3,574,096)
        Extraordinary gain                                                                (42,520)
        Depreciation & amortization                                      30,000            82,108
        Bad debt expense                                                  2,186            56,772
        Stock issued for services                                        70,121
        Minority interest                                               241,241        (1,030,949)
  Changes in operating assets and liabilities:
        Accounts receivable                                               4,338            62,450
        Inventories                                                        --             585,408
        Prepaid expenses and other current assets                        70,899           402,967
        Accounts payable and accrued expenses                           472,803           (84,904)
        Long term debt, less current portion                               --             (52,664)
        Income taxes payable                                               --             (23,838)
        Payroll taxes payable                                              --              18,495
        Accrued expenses                                                 (3,655)          194,810
                                                                   ------------      ------------
        Other assets
  Total cash and cash equivalents used in operating activities          (21,978)       (3,405,961)
                                                                   ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES
        Proceeds from sale of marketable securities                        --             536,667
        Purchase of computer equipment                                     --             (51,536)
                                                                   ------------      ------------
  Total cash (used in) provided by investing activities                    --             485,131
                                                                   ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES
        Proceeds from issuance of stock                                                 1,520,008
        Bank overdraft                                                    3,522              --
        Loan from related parties                                          --                --
        Repayment of notes payable                                       (4,176)          (34,224)
        Proceeds from notes payable                                        --             379,226
                                                                   ------------      ------------
  Cash and cash equivalents provided by (used in) financing
    activities                                                             (654)        1,865,010
                                                                   ------------      ------------
  Increase (decrease) in cash and cash equivalents                      (22,632)       (1,055,820)
                                                                   ------------      ------------
  Cash and cash equivalents, beginning of period                         22,632         1,119,153
                                                                   ------------      ------------
  Cash and cash equivalents, end of period                         $         --      $     63,333
                                                                   ============      ============

                                                                      For The Nine Months Ended
                                                                            September 30,
                                                                   ------------------------------
                                                                       2001              2000
                                                                   ------------      ------------
CASH PAID DURING THE YEAR FOR:
        Interest expense                                           $       --        $       --
                                                                   ============      ============
        Income taxes                                               $       --        $       --
                                                                   ============      ============
</TABLE>                               6
<PAGE>


<TABLE><CAPTION>

                                                                      For The Nine Months Ended
                                                                            September 30,
                                                                   ------------------------------
                                                                       2001              2000
                                                                   ------------      ------------
<S>                                                                <C>               <C>
Supplemental disclosure of non-cash operating,
  investing, and financing activities

    Stock issued for accounts and notes payable                    $       --        $    208,197

    Stock issued for prepaid consulting services                         10,000            38,619

    Options issued for prepaid consulting services                         --             140,753

    Stock issued for repayment of debt                                     --             543,775

    Modification of options                                              60,121              --

    Write-off of non-cash financing charge                                 --             220,300

    Stock exchanged in repayment of debt                                   --           1,521,225

    Contribution to equity of subsidiary by
      shareholders allocated to minority interest                       252,087           623,628

</TABLE>


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























                                        7
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
NOTE 1 - GENERAL

Nature of Operations
--------------------
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles 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 generally accepted
accounting principles 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.

For further information, refer to the financial statements and footnotes
included in Form 10-KSB for the year ended December 31, 2000.

Basis of Consolidation
----------------------
The accompanying consolidated financial statements include the accounts of
Vitafort International Corporation (the "Company") and its subsidiaries:
Visionary Brands, Inc., ("Visionary") (100% owned); Hollywood Partners.com, Inc.
(50% owned) which owns 100% of Hollywood Partners (HP); Global International
Sourcing, Inc. ("Global") (100% owned); Nutrifish Corporation ("Nutrifish")
(90.5% owned); and Crystal Clear Farms ("CCF") (100% owned). HP owns 100% of
Hall of Fame Pro, Inc. ("HOFP"), a subsidiary formed in the third quarter of
2000. Global, Nutrifish, and CCF are inactive subsidiaries. All intercompany
accounts transactions have been eliminated.

Nature of Company
-----------------
The Company was incorporated on September 28, 1989 in the State of Delaware to
succeed to the business of a California corporation of the same name, which was
organized on February 7, 1986. Historically, Vitafort 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. ("HP"), a subsidiary,
such as "The Wizard of OZ" marshmallows. The Company developed these products
from the actual conception of the product idea to the shipment of the product to
the retailer. However, the Company has ceased all operations due to lack of
capital.

In 2000, HP launched its Internet offerings with two Websites under a Hollywood
Partners.com brand umbrella. Part of management's strategy was to use the
Hollywood Partners.com brand as an "umbrella" to build, partner or acquire
additional complementary Websites that offered unique content for its visitors.
However, upon the launch of HP's Websites, both the public valuations of
Internet companies and the business opportunities of Internet models began to
collapse. This tightening of the financial markets for the majority of Internet
companies inhibited HP's ability to raise capital. HP faced severe cash and
liquidity problems resulting in the need to cut staff and overhead tremendously.

In January 2001, HP entered into a binding letter of intent to acquire
BambooBiz, LLC, a direct marketing company. HP also entered into a letter
agreement with Pipeline Technologies, Inc., a software technology company, in
late January 2001. In March 2001, HP received a letter from the president of
BambooBiz suggesting a massive change in the terms of the deal previously agreed
to and publicly announced. Also in March 2001, Pipeline Technologies notified HP
that it would finalize closing documents concurrent with BambooBiz executing its
closing documents. At this time, HP is continuing to explore its options.

                                        8
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - GENERAL (continued)

In the first quarter of 2001, HP was introduced to Giants Entertainment and
David Dadon, the owner of the feature film, "Very Mean Men." Based on the
owner's exchange of the multi-million dollar asset for preferred shares and his
commitment of short-term equity financing, HP's Board of Directors felt that
acquiring this film was in the best interest of the HP shareholders. However,
differences arose between the parties regarding the transaction. During the
second quarter, a Settlement Agreement was reached and the transaction has been
terminated.

HP and its subsidiary, Hall of Fame Pro, Inc. ("HOFP"), were notified in January
2001 that the Hall of Fame Players Association ("HOFPA") has no intention of
moving forward into a written agreement with HP. In addition, the letter makes
numerous allegations regarding the relationship between the parties. HP
vehemently denies these allegations. During the second quarter, a settlement
proposal was received from counsel for HOFPA and HP is currently evaluating the
proposal. HP anticipates negotiations will continue and a settlement will be
reached in the near future.

Throughout the second and third quarters, the Board of Directors of HP continued
to evaluate potential merger candidates. In June 2001, HP announced that it had
signed a Letter of Intent ("LOI") to merge with film producer and production
executive Peter Hoffman's Seven Arts Pictures, with Mr. Hoffman to become CEO of
HP upon the completion of the merger. Pursuant to its own terms, the LOI between
HP and Peter Hoffman's Seven Arts Pictures expired on August 15, 2001. Although
Mr. Hoffman remained in discussions subsequent to the termination date, the HP
Board of Directors found Mr. Hoffman's terms to be fundamentally and materially
different than originally contemplated and discussed. In September 2001, all
discussions between the parties regarding the LOI ceased and the transaction
contemplated by the LOI no longer is being pursued.

In August 2001, the Company vacated its offices in Suite 480 and condensed its
corporate headquarters to the smaller Suite 1130 it was previously leasing in
the same building.

In September 2001, John Coppolino resigned as President and a Director of the
Company; Valerie Broadbent, Corporate Secretary and Acting CFO, was appointed as
President and as a Director; Mel Beychok, father of Mark Beychok, was appointed
as Chief Executive Officer and Chairman of the Board; and Mark Beychok resigned
as Chairman but remains a consultant to the Company.

New Accounting Pronouncements
-----------------------------
On June 29, 2001, Statement of Financial Accounting Standards ("SFAS") No. 141,
"Business Combinations," was approved by the Financial Accounting Standards
Board ("FASB"). SFAS 141 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 is required to implement SFAS No. 141
on July 1, 2001 and it has not determined the impact, if any, that this
statement will have on its consolidated financial position or results of
operations.
                                        9
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - GENERAL (continued)

On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets," was
approved by the FASB. SFAS No. 142 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 is required to implement SFAS No. 142 on
January 1, 2002 and it has not determined that impact, if any, that this
statement will have on its consolidated financial position or results of
operations.

NOTE 2 - RELATED PARTY

Mel Beychok, President/CEO and Chairman, has loaned the Company money to help
cover basic overhead expenses.

NOTE 3 - NOTES PAYABLE

As of September 30, 2001, a note in the amount of $737 is owed to a vendor of
the Company. At December 31, 2000, the amount of $13,818 represents the current
portion of insurance costs being financed by a financial institution. The note
had monthly payments of $6,347, bore interest at 8.92%, and matured in February
2001.

In May 2001, HP issued a Convertible Note to an investor for $35,000, bearing
interest at 10%, which is due 180 days after receipt of funds. The Holder of the
Note has the option to convert it into shares of common stock of HP at any time
at or after the close of business on the maturity date at 85% of the 20-day
average closing bid for HP's common stock for the 20 days immediately preceding
the conversion date, with a floor of $.15 per share.

In August 2001, HP issued a Convertible Note to an investor for $50,000, bearing
interest at 7%, which is due 180 days after receipt of funds. The Holder of the
Note has the option to convert it into shares of common stock of HP at any time
at or after the close of business on the maturity date at 85% of the 30-day
average closing bid for HP's common stock for the 20 days immediately preceding
the conversion date, with a floor of $.25 per share. As additional consideration
for entering into this Note, Holder is to receive fifty thousand (50,000) shares
of HP's common stock.

NOTE 4 - COMMITMENTS

HP leases its computer equipment under several capital leases. Fixed assets
under capital leases were $46,684, with related accumulated depreciation of
$18,617 and $12,776, at September 30, 2001 and December 31, 2000, respectively.
Depreciation expense related to such fixed assets is $5,841 and $1,408 as of
September 30, 2001 and 2000, respectively.

The future minimum annual aggregate rental payments required under these leases
that have terms in excess of one year are as follows:

                                       10
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 4 - COMMITMENTS (continued)
                                                    Capital
Years ending December 31,                           Leases
                                                   --------
2001                                               $ 10,391
2002                                                 12,479
2003                                                  2,828
2004                                                    --
2005                                                    --
Thereafter                                              --
                                                   --------
Total Minimum Lease Payments                       $ 25,698
Less: Amounts Representing Interest                  (2,680)
                                                   --------
Present Value of Future Minimum Lease              $ 23,018
                                                   ========

NOTE 5 - STOCKHOLDERS' DEFICIT

During the nine month period ended September 30, 2001, the Company issued
500,000 warrants at a price of $.02 to a consultant of the company.

In January 2001 the Board of Directors recognized the efforts of officers and
directors, by issuing options for new shares and lowering the price of options
currently held by officers and directors to $.02 per share. The cost of the
repriced options was recorded in the consolidated statement of operations and
statement of shareholders' deficit as of March 31, 2001.

On January 3, 2001, the Board granted the Chairman of the Board an option to
purchase 5,000,000 shares of common stock at an exercise price of $.02 per
share, with vesting as of the date of grant. On January 3, 2001, the Board
granted the President an option to purchase 3,000,000 shares of common stock at
an exercise price of $.02 per share, with vesting as of the date of grant. On
January 3, 2001, the Board granted the Corporate Secretary an option to purchase
1,000,000 shares of common stock at an exercise price of $.02 per share, with
vesting as of the date of grant. On January 3, 2001, the Board granted a
Director an option to purchase 1,000,000 shares of common stock at an exercise
price of $.02 per share, with vesting as of the date of grant.

NOTE 6 - LITIGATION

The Company has filed suit against the manufacturer of the peanut filling for
Peanut Squeeze, Haarmann & Reimer. 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. Haarmann & Reimer's motion to dismiss the complaint has been
denied. The parties are in the midst of discovery, and a trial date has not yet
been set.
                                       11
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 6 - LITIGATION (continued)

The Company intends to vigorously pursue the case. The Company has been
successful in securing outside financing for the suit from a financing group
named Company Research, Inc. who have committed to investing up to the $200,000
estimated budget for legal fees. If the Company is successful in the litigation,
the Board will direct its attorneys to disburse any funds received as follows:
Company Research, Inc. would receive their initial $200,000 investment and an
additional $200,000; the Company would be repaid any expenses it had incurred in
connection with the suit; and the balance would be split 50%-50% between Company
Research and the Company. In addition, as consideration for Mr. Mark Beychok
continuing to provide consulting services and for Ms. Valerie Broadbent
continuing in her officer positions on a deferred basis, for both of them being
in arrears on compensation for over a year, and in seeking continuing and future
services by both of them, the Board of Directors has issued each of them a lien
security agreement on all money received by the Company from a successful
litigation in the Haarmann & Reimer lawsuit until the outstanding and deferred
money due Mr. Beychok and Ms. Broadbent is paid.

The Company is a party to a complaint it filed against Unishippers and is a
party to a cross-complaint filed by Unishippers against the Company. Vitafort
was successful in obtaining judgment against Unishippers in the approximate
amount of $40,000. Unishippers was successful in obtaining a judgment against
the Company in the approximate amount of $17,000. The matter is currently
pending in the Court of Appeal. In order to protect the Company's interests in
defending the Appeal, Mr. Mark Beychok, the then-chairman, agreed to personally
finance the litigation fees on behalf of the Company. As consideration for
financing the case, Mr. Beychok is to receive back the initial $3,000 he loaned
the Company, plus an equal amount, plus any other expenses incurred with the
lawsuit, with the remainder to be divided 50%-50% between Mr. Beychok and the
Company. In addition, Mr. Beychok has a security agreement to lien all proceeds
from the case until Mr. Beychok has been paid all deferred compensation and all
outstanding expenses due him.

In April 2001, HP filed a Complaint in Superior Court of Los Angeles against
Giants Entertainment, Inc., a Nevada corporation, NEWCO, Inc., a Nevada
corporation, David Dadon, an individual, and Lydia Dadon, an individual
("Giants/Dadon"), alleging intentional misrepresentation/fraud, unfair business
practices, injunctive relief, defamation, interference with prospective economic
advantage, interference with existing contractual relations, breach of covenant
of good faith and fair dealing. In May 2001, the Company, its officers and
directors, and HP were served with a Complaint filed in Superior Court of Los
Angeles by Giants Entertainment, Inc., a Delaware corporation, alleging damages
for common counts for money lent, for open book account, for account stated,
interference with prospective business advantage, and preliminary and permanent
injunction. In June 2001, the parties entered into a settlement agreement
whereby Giants has dismissed the suit with prejudice against the officers and
directors of HP, and HP has entered into a stipulation for judgment for the
amount of the settlement to Giants and has agreed to dismiss with prejudice its
complaint against Giants/Dadon.

The Company is a party to other 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.

                                       12
<PAGE>
                       VITAFORT INTERNATIONAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 7 - GOING CONCERN

The Company has prepared the accompanying financial statements included herewith
assuming that it will continue as a going concern. The Company has not generated
sufficient revenue-producing activity to sustain its operations. Accordingly,
the Company must realize a satisfactory level of profitability from its
potential 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, 2000 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 8 - SUBSEQUENT EVENTS

The President/Corporate Secretary/Acting CFO continues to defer 100% of her
compensation from the Company and consultants are not receiving compensation
that is due. The cash position remains extremely tight and management and
consultants have deferred expenses whenever possible to maintain the
Corporation.




























                                       13
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                                   (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," "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. SEE ALSO THE
INFORMATION SET FORTH IN EXHIBIT 99.1 ON OUR FORM 8-K DATED JANUARY 21, 2000
TITLED "RISK FACTORS," INCORPORATED HEREIN TO THIS QUARTERLY REPORT.

Three Months and Nine Months Ended September 30, 2001 and 2000
--------------------------------------------------------------

RESULTS OF OPERATIONS:

Vitafort continued to suffer from recurring losses in the third quarter of 2001,
and the Company's subsidiary, Visionary Brands has ceased all manufacturing,
distribution and marketing of its products. Due to the financial conditions of
the Company, its co-packer relationships are extremely strained. Management
continues to pursue its legal rights against Haarmann & Reimer, the manufacturer
of the Company's "Peanut Squeeze" product. However, no assurances can be made
that the Company will be successful in the litigation. Visionary Brands has
suffered from severe bad will in the food industry due to the suspension of
operations and the trade payables that are currently outstanding. Due to the
lack of liquidity of HP.com, Vitafort has been unable to liquidate HP common
shares owned by the Company to generate working capital. The Board is currently
evaluating potential merger candidates for Vitafort, but to date no transactions
have been concluded.

The Company's Distribution Agreement with HP remains in tact; however, there are
no products currently being distributed and the Gravity Bar has been
discontinued.

Due to the collapse of many Internet companies and the severe liquidity
constraints, HP has shut down and suspended its BigTimeHollywood.com and
PlanetFree.com Websites and its basic Internet model that it incorporated in the
fourth quarter of 1999 and the first three quarters of 2000.

In January 2001, HP entered into a binding letter of intent to acquire
BambooBiz, LLC, a direct marketing company. HP also entered into a letter
agreement with Pipeline Technologies, Inc., a software technology company, in
late January 2001. In March 2001, HP received a letter from the president of
BambooBiz suggesting a massive change in the terms of the deal previously agreed
to and publicly announced. Also in

                                       14
<PAGE>
March 2001, Pipeline Technologies notified HP that it would finalize closing
documents concurrent with BambooBiz executing its closing documents. At this
time, HP is continuing to explore its options.

In the first quarter of 2001, HP was introduced to Giants Entertainment and
David Dadon, the owner of the feature film, "Very Mean Men." Based on the
owner's exchange of the multi-million dollar asset for preferred shares and his
commitment of short-term equity financing, HP's Board of Directors felt that
acquiring this film was in the best interest of the HP shareholders. However,
differences arose between the parties regarding the transaction. During the
second quarter, a Settlement Agreement was reached and the transaction has been
terminated.

HP and its subsidiary, Hall of Fame Pro, Inc. ("HOFP"), were notified in January
2001 that the Hall of Fame Players Association ("HOFPA") has no intention of
moving forward into a written agreement with HP. In addition, the letter makes
numerous allegations regarding the relationship between the parties. HP
vehemently denies these allegations. During the second quarter, a settlement
proposal was received from counsel for HOFPA and HP is currently evaluating the
proposal. HP anticipates negotiations will continue and a settlement will be
reached in the near future.

Throughout the third quarter the Board of Directors of HP continued to evaluate
potential merger candidates. In June 2001, HP announced that it had signed a
Letter of Intent ("LOI") to merge with film producer and production executive
Peter Hoffman's Seven Arts Pictures, with Mr. Hoffman to become CEO of HP upon
the completion of the merger. Pursuant to its own terms, the LOI between HP and
Peter Hoffman's Seven Arts Pictures expired on August 15, 2001. Although Mr.
Hoffman remained in discussions subsequent to the termination date, the HP Board
of Directors found Mr. Hoffman's terms to be fundamentally and materially
different than originally contemplated and discussed. In September 2001, all
discussions between the parties regarding the LOI ceased and the transaction
contemplated by the LOI no longer is being pursued.

In August 2001, the Company vacated its offices in Suite 480 and condensed its
corporate headquarters to the smaller Suite 1130 it was previously leasing in
the same building.

In September 2001, John Coppolino resigned as President and a Director of the
Company; Valerie Broadbent, Corporate Secretary and Acting CFO, was appointed as
President and to the Board of Directors; Mel Beychok, father of Mark Beychok,
was appointed as CEO and Chairman of the Board; Mark Beychok resigned as
Chairman but remains as a consultant to the Company; and Benjamin Tabatchnick
resigned as a Director.

NET REVENUES:

For the three months ended September 30, 2001, net sales were $0 compared to
$142,059 for the same period in 2000, a decrease of $142,059 or 100%. The lack
of in revenue was primarily due to the shut down of manufacturing and
distribution of Peanut Squeeze and "The Wizard of Oz" marshmallows.

For the nine months ended September 30, 2001, net sales were $0 compared to
$864,020 for the same period in 2000, a decrease of $864,020 or 100%. This
decrease was also due to the shut down of Peanut Squeeze and "The Wizard of Oz"
marshmallows.

GROSS LOSS:

For the three months ended September 30, 2001, gross loss was $144,040 compared
to $1,537,979 for the three months ended September 30, 2000. Gross loss was 100%
of net revenues for the quarter ended September 30, 2001, compared to 39% for
the same period in 2000. The gross loss in the second quarter was adversely
affected by two key factors: The Company has no sales due to the shut down of
                                       15
<PAGE>
Peanut Squeeze and the base overhead during mitigation of discontinuing
operations and exploring other opportunities.

For the nine months ended September 30, 2001, gross loss was $636,798 compared
to $2,928,442 for the nine months ended September 30, 2000, a decrease of
$2,928,442. Gross loss was 100% of net revenues for the nine months ended
September 30, 2001 compared to 9% for the same period in 2000. The nine month
gross loss results was adversely affected by two key factors: The Company has no
sales due to the shut down of Peanut Squeeze and the base overhead during
mitigation of discontinuing operations and exploring other opportunities.

RESEARCH AND DEVELOPMENT:

Total research and development expenses for product development for the three
months ended September 30, 2001 were $0 compared to $1,913 for the same period
in 2000, a decrease of $1,913 or 100%. The decrease in research and development
expenses is due primarily to the Company's shutting down manufacturing
operations.

Total research and development expenses for product development for the nine
months ended September 30, 2001 were $5,633 compared to $35,834 for the same
period in 2000, a decrease of $30,201 or 84%. The decrease in research and
development expenses is due primarily to reductions in development expenses for
the Company Websites.

SELLING, GENERAL AND ADMINISTRATIVE:

For the three months ended September 30, 2001, total selling, general and
administrative expenses were $118,076 compared to $($1,427,975) for the three
months ended September 30, 2000, a decrease of $1,309,899, or 92%. This was due
to the shutdown of operations.

For the nine months ended September 30, 2001, total selling, general and
administrative expenses were $616,598 compared to $2,916,332 for the nine months
ended September 30, 2000, a decrease of $2,236,522, or 77%. This was due to the
shutdown of operations.

OTHER INCOME (EXPENSE):

For the three months ended September 30, 2001, other income and expenses were
($25,964) compared to $2,145 for the three months ended September 30 2000, an
increase of $28,109, or 92%. This increase was due to settlement purposes.

For the nine months ended September 30, 2000, other income and expenses were
($20,200) compared to ($12,110) for the nine months ended September 30 2000, an
increase of $8,090 or 40%. This increase was due primarily to settlement
purposes.

LIQUIDITY AND CAPITAL RESOURCES:                         Nine Months Ended
                                                            September 30,
                                                     --------------------------
                                                         2001          2000
                                                     ------------  ------------
Net Cash Used in Operating Activities                $    (21,978) $ (3,405,961)
Net Cash Provided by Investing Activities                    --         485,131
Net Cash Provided by (Used in) Financing Activities          (654)    1,865,010
Working  Capital                                       (2,572,519)   (1,537,407)


                                       16
<PAGE>


The Company continues to suffer recurring losses from operations as of September
30, 2001 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, 2000
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.













































                                       17
<PAGE>

                           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)




 Date: November 14, 2001                     /s/ Mel Beychok
                                             ----------------------------------
                                             Mel Beychok
                                             Chief Executive Officer



 Date: November 14, 2001                     /s/  Valerie A. Broadbent
                                             ----------------------------------
                                             Valerie A. Broadbent
                                             Acting Chief Financial Officer















                                       18