<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
   
                                    FORM 10-QSB/A
    


                 [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, 1996


                [ ] 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                                         68-011059
              --------                                         ---------
       (State or other Jurisdiction of                     (I.R.S. Employer
       incorporation or organization)                    Identification Number)

              1800 AVENUE OF THE STARS, SUITE 480, LOS ANGELES, CA 90067
              ----------------------------------------------------------

                       (Address of principal executive offices)
                                      (Zip Code)



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



Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act of 1934 of during the preceding twelve
months ended December 31, 1995 (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past ninety days.

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

     The number of shares of the Registrant's Common Stock, par value $.0001 
per shares outstanding on November 18, 1996 is 4,758,666.


                                          1

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION



                                       CONTENTS



                            PART 1 - FINANCIAL INFORMATION

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


ITEM 1   Financial Statements:

         Condensed Consolidated Balance Sheets - September 30, 1996 and
         December 31, 1995 . . . . . . . . . . . . . . . . . . . . . .   3-4

         Condensed Consolidated Statements of Operations - Three Month
         Periods Ended September 30, 1996 and 1995 and Nine-Month
         Periods Ended September 30, 1996 and 1995 . . . . . . . . . .   5

         Condensed Consolidated Statements of  Cash Flows - Nine-Month
         Periods Ended September 30, 1996 and 1995 . . . . . . . . . .   6

         Notes to the Condensed Consolidated Financial Statements. . .   7-10



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

         Signatures. . . . . . . . . . . . . . . . . . . . . . . . . .   15



                                          2

<PAGE>

                            ITEM 1.  FINANCIAL STATEMENTS

                          VITAFORT INTERNATIONAL CORPORATION
                        CONDENSED CONSOLIDATED BALANCE SHEETS



                                        ASSETS
 
<TABLE>
<CAPTION>


                                                                   September 30      December 31
                                                                        1996            1995
                                                                   ------------      -----------
                                                                    (UNAUDITED)
<S>                                                                <C>               <C>
CURRENT ASSETS:

    Cash                                                             $1,184,321     $1,316,406
    Short-term Investments                                               41,000              0
    Accounts receivable-trade, net of allowance for doubtful
      accounts of $156,775 at September 30, 1996 and
      $45,650 at December 31, 1995                                    1,189,751         39,423
    Notes receivables                                                    16,250         19,778
    Other receivables                                                     7,566        147,974
    Inventory, net of valuation reserve of $249,724 at
      September 30, 1996 and $0 at December 31, 1995                  2,197,715        680,876
    Prepaid expenses and other assets                                   986,666        365,117
                                                                   ------------   ------------

         TOTAL CURRENT ASSETS                                         5,623,269      2,569,574

FIXED ASSETS:
    Manufacturing equipment                                             292,521        165,931
    Furniture and office equipment                                      119,759         82,465
    Computer equipment                                                  164,931        148,074
                                                                   ------------   ------------
         TOTAL FIXED ASSETS                                             577,211        396,470
    Less accumulated depreciation and amortization                     (223,562)      (139,991)
                                                                   ------------   ------------
         NET FIXED ASSETS                                               353,649        256,479

OTHER ASSETS:
    Intangible and other assets                                         609,401        425,494
    Less accumulated amortization                                       (79,130)       (67,703)
                                                                   ------------   ------------
         NET OTHER ASSETS                                               530,271        357,791
                                                                   ------------   ------------
                                                                   ------------   ------------

         TOTAL ASSETS                                                $6,507,189     $3,183,844
                                                                   ------------   ------------
                                                                   ------------   ------------


</TABLE>
 

      SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                          3

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                     LIABILITIES


 
<TABLE>
<CAPTION>

                                                                   September 30      December 31
                                                                        1996            1995
                                                                   ------------      -----------
                                                                    (UNAUDITED)
<S>                                                                <C>               <C>

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable - trade                                         $1,374,105  $     236,927
    Accrued expenses                                                    346,309        636,514
    Notes payable                                                             0         75,000
    Notes payable - bank                                                896,587              0
    Current maturities of long-term debt                                 40,460        174,364
    Other current liabilities                                                 0        150,000
                                                                   ------------    -----------
         TOTAL CURRENT LIABILITIES                                    2,657,461      1,272,805
    Long-term  debt, exclusive of current maturities                      3,947         34,548
                                                                   ------------    -----------
         TOTAL LIABILITIES                                            2,661,408      1,307,353

STOCKHOLDERS'' EQUITY:
    Series B, 10% Cumulative Convertible Preferred Stock
       $0.01 par value, cumulative, 110,000 shares authorized,
       1,000 shares issued and outstanding at September 30,
       1996 and 1,500 shares issued and outstanding at
       December 31, 1995; aggregate liquidation preference of
       $50,000 at September 30, 1996 and $75,000 at 
       December 31, 1995.                                                    10             15
    Series C, Convertible Preferred  stock, $0.01 par value,
       450 shares authorized, 50 shares issued and outstanding
       as of September 30, 1996 and December 31, 1996;
       aggregate liquidation preference of $1 at September 30,
       1996 and December 31, 1995.                                            1              1
    Subscribed stock, 4,106,967 shares at September 30,
       1996 and 24,589,484 shares at December 31, 1995.                 666,362      3,418,201
    Common stock, $.0001 par value.  Authorized
       180,000,000 shares at September 30, 1996 and
       December 31, 1995, issued and outstanding 87,334,116
       and 38,223,704 shares at September 30, 1996 and
       December 31, 1995, respectively.                                   8,834          3,823
    Additional paid-in capital                                       19,669,948     11,382,120
    Accumulated deficit                                             (16,499,374)   (12,927,664)
                                                                   ------------    -----------
         TOTAL STOCKHOLDERS' EQUITY                                   3,845,781      1,876,491
                                                                   ------------    -----------
                                                                   ------------    -----------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $   6,507,189   $  3,183,844
                                                                   ------------    -----------
                                                                   ------------    -----------

</TABLE>
 

      SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                          4

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


 
<TABLE>
<CAPTION>

                                                                        THREE-MONTHS ENDED             NINE MONTHS ENDED
                                                                            SEPTEMBER 30                  SEPTEMBER 30
                                                                  ----------------------------   ---------------------------
                                                                         1996          1995           1996           1995
                                                                            (UNAUDITED)                   (UNAUDITED)
<S>                                                                <C>            <C>            <C>            <C>

Sales                                                              $  2,104,314   $    460,152   $  4,408,665   $  2,056,867
Cost of sales                                                         1,978,979        293,985      4,133,637      1,130,659
                                                                   ------------   ------------   ------------   ------------
Gross profit                                                            125,335        166,167        275,028        926,208

Operating expenses:
    Product development                                                 247,061        122,729        693,389        213,530
    Marketing                                                           514,553        296,829      1,544,515      1,083,136
    General and administrative                                          573,929        427,113      1,603,775      1,156,813
                                                                   ------------   ------------   ------------   ------------

        TOTAL OPERATING EXPENSES                                      1,335,543        846,671      3,841,679      2,453,479
                                                                   ------------   ------------   ------------   ------------

Operating loss                                                       (1,210,208)      (680,504)    (3,566,651)    (1,527,271)
Other income                                                              2,647         14,096         11,793         19,007
Interest expenses                                                        (4,423)       (46,532)       (13,693)      (104,039)
                                                                   ------------   ------------   ------------   ------------

         LOSS BEFORE PROVISION FOR INCOME TAXES                      (1,211,984)      (712,940)    (3,568,551)    (1,612,303)
Provision for income taxes                                                  994              0          3,159           (558)
                                                                   ------------   ------------   ------------   ------------

         NET LOSS                                                  $ (1,212,978)  $   (712,940)  $ (3,571,710)  $ (1,612,861)
                                                                   ------------   ------------   ------------   ------------
                                                                   ------------   ------------   ------------   ------------

         NET LOSS PER SHARE                                        $      (0.01)  $      (0.03)  $      (0.04)  $      (0.06)
                                                                   ------------   ------------   ------------   ------------
                                                                   ------------   ------------   ------------   ------------


</TABLE>
 

      SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                          5

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
<TABLE>
<CAPTION>


                                                                        NINE MONTHS ENDED
                                                                           SEPTEMBER 30,
                                                                    --------------------------
                                                                        1996           1995
                                                                            (UNAUDITED)
<S>                                                                  <C>           <C>
CASH FLOWS FROM OPERATIONS:
    Net loss                                                        $(3,571,710)   $(1,612,861)
    Adjustments to reconcile net income to net cash used in
         operating activities:
         Depreciation and amortization                                   94,998        265,227
    (Increase) decrease in:
         Inventory                                                   (1,516,839)        63,878
         Accounts receivable                                         (1,150,328)        (9,572)
         Prepaids and other assets                                     (477,613)       (57,530)
    Increase (decrease) in:
         Accounts payable                                             1,325,140       (172,301)
         Accrued expenses                                              (205,668)      (134,237)
                                                                    -----------    -----------

              NET CASH USED IN OPERATING ACTIVITIES                  (5,502,020)    (1,388,992)
                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of short-term investment                                   (41,000)             0
    Purchase of property and equipment                                 (180,741)        (5,897)
    Cash paid for acquisition                                          (183,907)             0
                                                                    -----------    -----------
              NET CASH USED IN INVESTING ACTIVITIES                    (405,648)        (5,897)
                                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock                            5,118,501        550,000
    Proceeds from (Repayment of) notes payable, short-term               75,000        935,000
    Proceeds from note payable - bank                                   896,587              0
    Prepayment of long-term debt                                       (164,505)      (103,607)
                                                                    -----------    -----------
              NET CASH PROVIDED BY FINANCING ACTIVITIES               5,775,583      1,381,393
                                                                    -----------    -----------

              NET INCREASE (DECREASE) IN CASH                          (132,085)       (13,426)
                                                                    -----------    -----------

              CASH AT BEGINNING OF PERIOD                             1,316,406        330,977
                                                                    -----------    -----------

              CASH AT END OF PERIOD                                 $ 1,184,321    $   317,551
                                                                    -----------    -----------
                                                                    -----------    -----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for interest                        $     5,632    $    61,937
                                                                    -----------    -----------
                                                                    -----------    -----------

SUPPLEMENTAL DISCLOSURES OF NON-CASHING INVESTING AND FINANCING
ACTIVITIES:
    Issuance of common stock for:
         Payment for services and equipment                         $   973,207    $   976,590
                                                                    -----------    -----------
                                                                    -----------    -----------

</TABLE>
 

      SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                          6

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
                            NOTES TO FINANCIAL STATEMENTS

                                      (UNAUDITED)

(1) GENERAL:

    The unaudited condensed consolidated financial statements have been
    prepared on the same basis as the audited consolidated financial statements
    and, in the opinion of management, reflect all adjustments (consisting of
    normal recurring adjustments) necessary for a fair presentation for each of
    the periods presented.  The results of operations for interim periods are
    not necessarily indicative of results to be achieved for full fiscal years.

    As contemplated by the Securities and Exchange Commission (SEC) under item
    310(b) of Regulation S-B, the accompanying consolidated financial
    statements and related footnotes have been condensed and do not contain
    certain information that will be included in the Company's annual
    consolidated financial statements and footnotes thereto.  For further
    information, refer to the consolidated financial statements and related
    footnotes for the year ended December 31, 1995 included in the Company's
    Annual Report on Form 10-KSB.

    The Company is presently engaged in formulating and marketing fat-free and
    low fat foods.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    (a)  The accompanying condensed consolidated financial statements include
         the accounts of the Company and its subsidiaries.  All material
         inter-company accounts and transactions have been eliminated.  The
         subsidiaries have had no operations since 1994 and will remain
         inactive in the near future.

    (b)  Inventories are stated at the lower of cost (first-in, first-out
         basis) or market.

    (c)  Fixed assets are composed of manufacturing equipment, furniture,
         office equipment, and computer equipment and are recorded at cost.
         Depreciation is computed on a straight-line basis over the estimated
         useful life, generally five or less years.

    (d)  Intangible assets are composed of debt issuance costs, customer lists,
         and trademarks recorded at cost.  The acquisition costs associated
         with trademarks are being amortized on a straight-line basis over ten
         years.  All other intangible assets are being amortized on a
         straight-line basis over periods not exceeding five years.

    (e)  Certain 1995 amounts have been reclassified to conform with the 1996
         presentation.

(3) NET INCOME LOSS PER SHARE:

    Net income loss per share of common stock is computed based on the weighted
    average number of shares of common stock outstanding of  86,797,551 and
    24,585,133 for the three-month period ended September 30, 1996 and 1995,
    respectively, and 84,313,353 and 24,299,044 for the nine-month period ended
    September 30, 1996 and 1995, respectively.  See Note (10) for additional
    information concerning a reverse stock split.


                                          7

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
                            NOTES TO FINANCIAL STATEMENTS

                                     (UNAUDITED)

(4) INVENTORY VALUATION/RESERVE:

    Inventories are stated at the lower cost (first-in, first-out basis) or
    market.  Market-based valuations are based upon estimates and assumptions,
    and are generally limited to slow moving product offerings.  The current
    valuation includes a reserve of $249,724 as an estimate of the potential
    additional disposal costs to distribute such slow moving products.

(5) PREPAID EXPENSES AND OTHER ASSETS:

    Prepaid expenses and other current assets as of September 30, 1996 and
    December 31, 1995 consist of the following:

                                                September 30,  December 31,
                                                    1996           1996
                                                -------------  ------------

    Deposits                                      $ 124,704      $   1,000
    Advertising and promotional artwork              31,083          9,452
    Legal fees                                       26,224            -0-
    Trade promotion expenses                        501,576            -0-
    Insurance                                        30,101         90,303
    Consulting (Current Portion)                    250,695        264,362
    Other prepaids                                   22,283            -0-
                                                  ---------      ---------
    Total Prepaid and Other Current Assets        $ 986,666      $ 365,117
                                                  ---------      ---------
                                                  ---------      ---------


    Prepaid expenses are retired when consumed (e.g., deposits) or are
    amortized over the remainder of the year or their estimated economic life,
    as appropriate.

(6) NOTES PAYABLE - BANK:

    On August 15, 1996 the Company entered into an agreement with a lending
    institution which provided for the institution to make advances to the
    Company of a certain percentage of eligible trade accounts receivable, as
    defined, and a certain percentage of eligible inventory, as defined,
    located in the Company's warehouse in Ontario, California.  The Company
    issued a security interest on substantially all of its assets, including,
    but not limited to, accounts receivables, inventory, and machinery and
    equipment. The provisions of the agreement represent a maximum credit
    facility of $4 million over a two (2) year term, with an interest rate of
    the Bank of American Reference Rate ("Prime Rate") of 8.25% at September
    30, 1996, plus three percent (3%).  Minimum interest charges, after the
    first three months of the term, are $10,000 per month.  The agreement
    includes certain financial covenants with respect to tangible net market
    and working capital minimums.  As of September 30, 1996 and November 18,
    1996, the Company was in compliance with the financial covenants.

    For financial statement purposes, the entire amount is classified as a
    current liability.


                                          8

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
                            NOTES TO FINANCIAL STATEMENTS

                                     (UNAUDITED)

(7) NOTES PAYABLE AND LONG-TERM DEBT:
                                                   Current  Long-Term   Total
                                                   -------  ---------   -----
    14% note payable to shareholders, due in
        monthly installments of $4,033, including
        interest, through October 1997 Secured by
        certain of the Company's fixed assets.     $40,460   $ 3,947  $ 44,407
                                                   -------   -------  --------
                                                   -------   -------  --------

(8) STOCKHOLDERS' EQUITY:

    During the nine-month period ended September 30, 1996, the following common
    stock transactions occurred:

    a.   The Company completed the Private Placement transactions representing
         the sales of 23,000,000 shares of common stock at prices from $.15 to
         $.30 per share, with proceeds of approximately $3.9 million, net of
         expenses of approximately $490,000.

    b.   At the time of the Private Placement transactions, the Company
         converted Consultant Fees Payable and Employees' deferred wages of
         approximately $43,000 at $.15 per share.

    c.   The Company issued 250,000 shares of common stock at prices from $.15
         to $.30 per share of a total 2,000,000 shares in exchange for services
         as part of the Company's public relations agreement.

    d.   Various investors exercised options to purchase approximately
         3,465,000 shares at prices from $.15 to $.30 per share, with total
         proceeds of approximately $591,000.

    e.   The Company sold 1,000,000 stock purchase options, with an exercise
         price of $.15 per share for $120,000, for total proceeds to the
         Company upon exercise of $270,000, or $.27 per share ($0.12 purchase
         cost plus $.15 exercise price).  The purchase proceeds were used to
         purchase production assets.

    f.   The Company converted consulting fees payable and other accrued
         expenses of approximately $422,000 at the July 28, 1996 S-8 filing
         rate of $.25 per share.

    g.   Simultaneous with the S-8 filing, certain warrants and options were
         exercised at prices from $.15 to $.30 per share, with proceeds of
         about $24,000.

(9) GOING CONCERN:

    The Company's condensed consolidated financial statements have been
    prepared assuming that the Company will continue as a going concern.  At
    September 30, 1996, current assets exceed current liabilities by
    $2,965,808; however, the Company's accumulated deficit aggregates
    $16,499,374.  The Company's ability to continue operations is dependent
    upon its ability to reach a satisfactory level of profitability.  The
    accompanying condensed consolidated financial statements do not include any
    adjustments that might result from the outcome of these uncertainties.


                                          9

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
                            NOTES TO FINANCIAL STATEMENTS

                                     (UNAUDITED)

(10) SUBSEQUENT EVENT:

    Pursuant to the Board of Directors' resolution, the Company effected a 20
    to 1 reverse common stock split for common shareholders of record.  The
    effect is to reverse the number of shares outstanding from 87,334,116 to
    approximately 4,366,706.

(11) STOCK-BASED COMPENSATION:

    Effective January 1, 1996, the Company adopted Statement of Financial
    Standards No. 123, "Accounting for Stock-based Compensation" (FAS 123),
    which was issued in October 1995.  This statement encourages, but does not
    require, a fair value based method of accounting for employee stock options
    or similar equity instruments.  FAS 123 allows an entity to elect to
    continue to measure compensation cost under Accounting Principles Board
    Opinion No. 25, "Accounting for Stock Issued to Employees" (APBO No. 25),
    but requires pro forma disclosures of net earnings and earnings per share
    as if the fair value based method of accounting had been applied.  The
    Company has elected to continue to measure compensation cost under APBO No.
    25, "Accounting for Stock Issued to Employees," and will comply with the
    pro forma disclosure requirements in its December 31, 1996 Annual Report on
    Form 10-KSB.  The adoption of FAS 123 had no impact on the Company's
    financial position or results of operations.

(12) IMPAIRMENT OF LONG-LIVED ASSETS:

    Effective January 1, 1996, the Company adopted Statement of Financial
    Accounting Standards No. 121 (FAS 121), "Accounting for the Impairment of
    Long-lived Assets and for Long-lived Assets to Be Disposed Of," which was
    issued in March 1995.  This statement establishes accounting standards for
    the recognition and measurement of impairment of long-lived assets, certain
    identifiable intangibles and goodwill either to be held or disposed of.
    The adoption of FAS 121 did not have a material impact on the Company's
    financial position or results of operations.


                                          10

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
         ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                               AS RESULTS OF OPERATIONS

                                     (UNAUDITED)

         CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR PROVISIONS" OF THE
                  PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

EXCEPT FOR HISTORICAL FACTS, ALL MATTERS DISCUSSED IN THIS REPORT WHICH ARE
FORWARD LOOKING INVOLVE A HIGH DEGREE OF RISKS AND UNCERTAINTIES.  POTENTIAL
RISKS AND UNCERTAINTIES INCLUDE, BUT ARE NOT LIMITED TO, COMPETITIVE PRESSURES
FROM OTHER FOOD COMPANIES AND WITHIN THE GROCERY INDUSTRY, ECONOMIC CONDITIONS
IN THE COMPANY'S PRIMARY MARKETS AND OTHER UNCERTAINTIES DETAILED FROM TIME TO
TOM IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS.

Results of Operations:

    The Company has completed the acquisition of the Auburn Farms-Registered
    Trademark-/Natures Warehouse-Registered Trademark- trademarks and other
    assets, sourced the products to long-term co-packers, and began
    introduction of new products.  The challenges remaining for the Company
    include the reintroduction of Auburn Farms-Registered Trademark-/Natures
    Warehouse-Registered Trademark- brands into distribution, the expansion of
    other  Vitafort  products into the broker/distributor network,  completing
    long-term agreements with co-packers to insure a consistent source of
    quality product to meet changes in demand by the Company's customers, and 
    bringing costs and margins in line with industry standards.

    There are significant differences between the products sold, method of
    manufacture, and operating expenses between the third quarter of 1996 and
    1995.  Any analysis and conclusions drawn based on comparisons of the two
    periods involved in developing trends or anticipating future events would
    be highly subjective and risky.

    Subject to the information contained in the proceeding paragraph, net sales
    for the quarter ended September 30, 1996 were $2,104,314, generating a
    gross profit margin of $125,335 or 6.0% of net sales.  This represents an
    increase in net sales of $640,958 or 43.8% from the second quarter of 1996,
    an increase of $1,644,162 or 357.3% compared to the third quarter of 1995.
    The net (loss) for the three months ended September 30, 1995 was $1,212,978
    compared to $1,471,070 for the second quarter of 1996, and a $712,940 loss
    for the comparable three-month period ended September 30, 1995.  The loss
    continues to reflect the ongoing commitment to increase the market and the
    consumer awareness of our products, coupled with the increase in legal fees
    and related costs associated with the arbitration action resulting from the
    contract termination with the major co-packer, the Keebler Company.

Net Sales:

    For the three months ended September 30, 1996, net sales were $2,104,314
    compared to $1,463,356 for the three-month period ended June 30, and
    $840,995 for the three-month period ended March 31 both of the current
    year.  Auburn Farms-Registered Trademark-/Natures Warehouse-Registered
    Trademark- sales were $0.00, $268,864, and $661,436 for the respective
    quarters of 1996 ending March 31, June 30, and September 30, representing
    0%, 18.4%, and 31.4% of total net sales, respectively.  For the three
    months ended September 30, 1995, there were no Auburn Farms-Registered
    Trademark-/Natures Warehouse-Registered Trademark- net sales.  The meatless
    cold cuts represented


                                          11

<PAGE>


                          VITAFORT INTERNATIONAL CORPORATION
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                               AS RESULTS OF OPERATIONS

                                     (UNAUDITED)

    approximately 3.3% of sales for the third quarter of 1995 compared to 1.1%
    for the first quarter of 1996 and less than 1% of total net sales for both
    the second or third quarters of this year.

Gross Profit:

    During the third quarter gross profit was $125,335 or 6.0% of net sales
    compared to 6.5% for the previous six months ended June 30, 1996. The 
    gross profit margin is below Management's expectations and is due 
    primarily to the additional cost incurred in connection with the 
    co-packer contract termination. The loss of the co-packer for the 
    major products delayed the introduction of the newly packaged 
    products, the new costs for which had already been committed, 
    and further delayed the full introduction and production of the
    Auburn Farms-Registered Trademark-/Natures Warehouse-Registered Trademark-
    product-line.  In addition, certain additional costs, such as repackaging,
    returned freight, storage, and certain marketing and sales costs, were
    incurred  as  a direct  result, in  management's  opinion, of  the
    cancellation  by  the  major co-packer  and the product that was returned
    from customers due, in Management's opinion, to improper manufacturing by
    the co-packer.  Management believes that this condition has caused
    significant costs to be incurred by the Company beyond those of normal
    business practice.  Although the cancellation agreement contains a
    provision for arbitration of termination costs, and management believes it
    will recover some amount of the costs incurred, these additional costs are
    being expensed as they are incurred.

Operating Expenses:

    Total operating expenses were $3,841,679 and $2,453,479 for the nine-month
    periods ended September  30, 1996 and 1995, respectively, an increase of
    $1,388,200 or 56.6%.  Sales for the comparable periods increased by
    $2,351,798 or 114.3%.  The overall increases in product development and
    marketing reflects both the increase in sales activity and the additional
    incurred costs due to the production issue mentioned previously.  For the
    three months ended September 30, total expenses were $1,335,543 for 1996
    and $846,671 for 1995, an increase of $488,872 or 57.7%, due primarily to
    the increase in new product development for Auburn Farms, increases in
    sales staff and commissions on sales, and increase in professional fees and
    other expenses related to the manufacturing problems.

    PRODUCT DEVELOPMENT:  The Company continues to expend funds to insure
    quality supplies of product by locating alternative sources of
    manufacturing capability.  In addition, there continues to be expenditures
    related to new products and improvements to existing products.  The problem
    related to the contract termination and returned products of the co-packer
    significantly exacerbated expenditures.  The increase of $124,332 in
    product development for the three months ended September 30, 1996 over the
    previous year is the result of approximately $67,000 in additional
    expenditures for new and enhanced product development and $76,000 in
    travel, professional services, and other expenses directly related to the
    effort invested by the Company in determining the reason for the
    manufacturing process problems with the major co-packers and the
    qualification of new co-packers.  For the nine-month period, the $479,859
    increase in 1996 over 1995 is represented by about $200,000 in new and
    enhanced product development and test markets, plus another $225,000 or so
    in additional expenses incurred in the resolution of the production issues
    related to one of the Company's co-packers, plus locating acceptable other
    co-packers.



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<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                               AS RESULTS OF OPERATIONS

                                     (UNAUDITED)

    SALES AND MARKETING:  As a percent of sales, sales and marketing expenses
    declined from 64.5% for the three months ended September 30, 1995 to 24.4%
    for the same period in 1996.  For the nine-month periods ended September
    30, sales and marketing expense as a percent of sales declined  from 52.7%
    in  1995 to 35.0% in 1996.  The increase of $217,724 for the three months
    of 1996 over the three months ended September 30, 1995 is due to
    approximately $200,000 in costs associated with sales staff and commission
    increases attributable to the increase in sales.  For the year-to-date
    periods, the increase of $461,379 in 1996 over 1995 is primarily due to the
    extended scope of sales activity in trade shows of about $60,000, plus an
    estimated $450,000 in costs related to staffing and commission increase due
    to both the increase in net sales and the sales effort involved in dealing
    with the product problem discussed previously and its negative impact on
    our distributors and customers.

    GENERAL AND ADMINISTRATIVE:  General and administrative expense decreased
    as a percent of sales for the three months ended September 30, from 92.8%
    in 1995 to 27.3% in 1996.  For the comparable nine-month period,the percent
    decline was from 56.2% in 1995 to 36.4% in 1996.  Approximately $146,000 of
    the increase for the 1996 quarter ended September 30, over the same 1995
    period is represented by the increase in legal and other professional fees
    related to the open legal issues, including the contract termination with
    the co-packer, plus the effort expended to continue protecting the trade
    names and trademarks on the Company's brands.  For the nine-month period
    ended September 30, the increase of $446,962 is due to the increase in
    provision for bad debts of $142,850, the increase in legal and professional
    fees of around $200,000, both of which are primarily the result of the
    product problems and the contract termination with the major co-packer, and
    approximately $132,000 related to staff additions and the increase in
    general business activity.

Interest Expense:

    The decline in interest expense results from the conversion and/or
    retirement of the indebtedness of the Company and the termination of the
    high interest costs related thereto when compared to current market
    conditions.

Liquidity and Capital Resources:
                                                         Nine Months Ended
                                                           September 30,
                                                       1996           1995
                                                   -----------    -----------

    Net Cash Used for Operations                   $(5,502,000)   $(1,388,992)
    Net Cash Used for Investing Activities            (405,648)        (5,897)
    Net Cash Provided by Financing Activities        5,775,583      1,381,393

    Working Capital Surplus (deficit)                2,965,808      1,296,769

Trends:

    The Company continued to increase inventory during the three months ended
    September30,1996 due to returned products and reduced sales of the
    Company's two major products.  The increase in accounts receivables is from
    the increased sales level


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<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION
             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                               AS RESULTS OF OPERATIONS

                                     (UNAUDITED)

    during the period.  Operating losses are eroding the overall liquidity of
    the Company and the completion of an asset-based revolving loan alleviates
    the near term potential liquidity issues.  The Company continues to take a
    cash conservation posture by delaying and/or postponing any capital
    expenditures not directly related to production, exchanging services for
    equity from several providers, and conferred with suppliers regarding
    payment schedules for past term amounts.
   
    Continued equity financing and the utilization of the bank line continue 
    to provide the means to cover the continuing operating deficits. Although 
    the Company is not considered a going concern at its current level of 
    profitability, Management believes a level of profitability will be 
    achieved to allow the Company to become a going concern from a financial 
    standpoint. This belief is not, however, without risk on the ability of 
    the Company to achieve the necessary sales levels and costs efficiencies 
    necessary to become profitable.
    
                                          14

<PAGE>

                          VITAFORT INTERNATIONAL CORPORATION

                                      SIGNATURE





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




                          VITAFORT INTERNATIONAL CORPORATION
                          ----------------------------------
                                      (Company)





                                   /s/ Mark Beychok
                          ----------------------------------
                                     Mark Beychok
                               Chief Executive Officer











                               Date:  November 18, 1996


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