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

                                  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 MARCH 31, 2002


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

               For the transition period from ________ to ________

                         Commission File Number 0-18438


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

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

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

                                 (310) 364-3977
                                 --------------
              (Registrant's telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding twelve
months ended December 31, 2001 (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past ninety days.

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

The number of shares of the Registrant's Common Stock, par value $.001 per share
outstanding on June 13, 2002 is 21,099,288.
================================================================================
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION

                                    CONTENTS


                         PART 1 - FINANCIAL INFORMATION

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


ITEM 1.          Consolidated Financial Statements:

       Consolidated Balance Sheets
       March 31, 2002 (unaudited) and December 31, 2001 ................. 3

       Consolidated Statements of Operations (unaudited)
       for the Three Month Periods Ended March 31, 2002 and 2001 ........ 4

       Consolidated Statement of Stockholders' Deficiency (unaudited) ... 5

       Consolidated Statements of Cash Flows (unaudited)
       for the Three Month Periods Ended March 31, 2002 and 2001 ........ 6

       Notes to the Consolidated Financial Statements ................... 7-14


ITEM 2.

       Management's Discussion and Analysis of Financial Condition
       and Results of Operations ........................................ 15-16



                           PART II - OTHER INFORMATION

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


Signature ............................................................... 17

                                       2
<PAGE>

               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE><CAPTION>
                                                                                        March 31,       December 31,
                                                                                      ------------      ------------
                                                                                          2001              2001
                                                                                      ------------      ------------
<S>                                                                                   <C>               <C>
                                                     ASSETS                            (unaudited)
                                                     ------
    CURRENT ASSETS
Cash and cash equivalents                                                             $         54      $    456,884
Restricted Cash                                                                               --              66,643
Prepaid expenses and other current assets                                                     --              11,629
                                                                                      ------------      ------------
    Total current assets                                                                        54           535,156
                                                                                      ------------      ------------
Property and Equipment
  Computer equipment                                                                       275,540           322,225
  Office equipment                                                                         109,654           109,654
  Manufacturing equipment                                                                  106,020           106,020
  Less accumulated depreciation                                                           (491,214)         (438,905)
                                                                                      ------------      ------------
    Total property and equipment                                                              --              98,994
                                                                                      ------------      ------------
Other assets                                                                                   875               875
                                                                                      ------------      ------------
  TOTAL ASSETS                                                                        $        929      $    635,024
                                                                                      ============      ============

                                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                                    ----------------------------------------

    CURRENT LIABILITIES
Accounts payable and accrued expenses                                                 $  1,280,474      $  1,734,468
Capital lease obligations - Current                                                         16,060            16,060
Notes payable                                                                              241,875           672,857
Convertible notes payable                                                                     --              50,000
Due to related parties                                                                     241,432           561,016
                                                                                      ------------      ------------
    Total Liabilities                                                                    1,779,841         3,034,401
                                                                                      ------------      ------------
COMMITMENTS AND CONTINGENCIES                                                                 --                --

MINORITY INTEREST                                                                             --             225,750
                                                                                      ------------      ------------
    STOCKHOLDERS' DEFICIENCY
Series B, cumulative convertible preferred stock, $.01 par value; 110,000 shares
authorized: 1,000 shares issued and outstanding, aggregate liquidation preference
of $50,000                                                                                      10                10
Series C, convertible preferred stock, $.01 par value; 450 shares authorized: 50
shares issued and outstanding, aggregate liquidation preference of $50,000                       1                 1
Common stock, $.0001 par value; 30,000,000 shares authorized;  21,099,288 and
21,099,288 shares issued and outstanding                                                     2,110             2,110
Additional paid-in capital                                                              30,898,550        29,904,053
Accumulated deficit                                                                    (32,679,583)      (32,531,301)
                                                                                      ------------      ------------
  Total Stockholders' Deficiency                                                        (1,778,912)       (2,625,127)
                                                                                      ------------      ------------

  TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIENCY                                     $        929      $    635,024
                                                                                      ============      ============

               The accompanying notes are an integral part of the consolidated financial statements
</TABLE>
                                        3

<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE><CAPTION>
                                                       For the Three Months Ended
                                                               March 31,
                                                     -----------------------------
                                                        2002                2001
                                                     ---------           ---------
<S>                                                  <C>                 <C>
Net revenue                                          $    --             $    --

Cost of sales                                             --                  --
                                                     ---------           ---------
      Gross profit                                        --                  --
                                                     ---------           ---------
Operating expenses
  Research and development                                --                 5,633
  Sales and marketing                                     --                22,950
  General and administrative                           142,657             469,939
                                                     ---------           ---------
    Total operating expenses                           142,657             498,522
                                                     ---------           ---------
    Loss from operations                              (142,657)           (498,522)

Other income  (expense)
   Other income                                           --                16,639
   Interest expense                                     (5,625)            (10,875)
                                                     ---------           ---------
       Total other income (expense)                     (5,625)              5,764
                                                     ---------           ---------
   Loss before provision for income tax               (148,282)           (492,758)

Provision for income taxes                                --                  --
                                                     ---------           ---------
Net income (loss)                                    $(148,282)          $(492,758)
                                                     =========           =========

Basic and diluted net loss per common share          $   (0.01)          $   (0.02)
                                                     =========           =========

 The accompanying notes are an integral part of the consolidated financial statements
</TABLE>
                                        4
<PAGE>

               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                   FOR THE THREE MONTHS ENDING MARCH 31, 2002

<TABLE><CAPTION>
                                                        Series B                     Series C
                                                       Convertible                  Convertible                 Common Stock
                                                     Preferred Stock              Preferred Stock        ---------------------------
                                                  Shares         Amount        Shares         Amount        Shares         Amount
                                               ------------   ------------  ------------   ------------  ------------   ------------
<S>                                                   <C>     <C>               <C>        <C>             <C>          <C>
Balance, December 31, 2001                            1,000   $         10            50   $          1    21,099,288   $      2,110

Capital contribution (see note 7) (unaudited)          --             --            --             --            --             --

Net loss (unaudited)                                   --             --            --             --            --             --
                                               ------------   ------------  ------------   ------------  ------------   ------------

Balance, March 31, 2002 (unaudited)                   1,000   $         10            50   $          1    21,099,288   $      2,110
                                               ============   ============  ============   ============  ============   ============
</TABLE>

<TABLE><CAPTION>
                                                                                  Total
                                                 Additional                     Stockholder'
                                                  Paid-In      Accumulated        Equity
                                                  Capital         Deficit      (Deficiency)
                                                ------------   ------------    ------------
<S>                                             <C>            <C>             <C>
Balance, December 31, 2001                      $ 29,904,053   $(32,531,301)   $ (2,625,127)

Capital contribution (see note 7) (unaudited)        994,497           --      $    994,497

Net loss (unaudited)                                    --         (148,282)       (148,282)
                                                ------------   ------------    ------------

Balance, March 31, 2002 (unaudited)             $ 30,898,550   $(32,679,583)   $ (1,778,912)
                                                ============   ============    ============

 The accompanying notes are an integral part of the consolidated financial statements
</TABLE>
                                        5
<PAGE>

                  VITAFORT INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE><CAPTION>
                                                                               For the Three Months Ended
                                                                                       March 31,
                                                                                ------------------------
                                                                                  2002           2001
                                                                                ---------      ---------
<S>                                                                             <C>            <C>
Cash flows from operating activities:
    Net loss                                                                    $(148,282)     $(492,758)
    Depreciation and amortization                                                  80,661         17,341
   Allowance for doubtful accounts                                                   --            2,186
    Stock issued for services                                                        --           70,121
   Minority interest in consolidated subsidiary                                      --          241,241
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
         Accounts Receivable                                                         --            4,338
        Prepaid expenses and other current assets                                    --           21,457
        Other assets                                                                 --           (3,655)
        Accounts Payable and accrued expenses                                       3,986        141,176
                                                                                ---------      ---------
          Cash flow used in operating activities                                  (63,635)         1,447
                                                                                ---------      ---------

Cash flows from investing activities:                                                --             --

Cash flows from financing activities:
        Bank overdraft                                                              2,689           --
        Increase in due to related parties                                         61,000           --
                                                                                ---------      ---------
         Cash flow provided by financing activities                                63,689           --
                                                                                ---------      ---------

Increase (decrease) in cash and cash equivalents                                       54          1,447
Cash and cash equivalents, beginning                                                 --           22,632
                                                                                ---------      ---------

Cash and cash equivalents, ending                                               $      54      $  24,079
                                                                                =========      =========

Supplemental information:
Cash paid for:
   Income Taxes                                                                 $    --        $    --
                                                                                =========      =========
   Interest expense                                                             $    --        $    --
                                                                                =========      =========

 The accompanying notes are an integral part of the consolidated financial statements
</TABLE>

                                        6
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

          As of December 31, 2001 and March 31, 2001, the consolidated financial
          statements include the accounts of Hollywood Partners.com, Inc. and
          Subsidiaries ("HP.com"). HP.com was a majority owned subsidiary as of
          December 31, 2001. (See note 7)

                                       7
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

          Cash and Cash Equivalents
          -------------------------
          The Company considers all highly liquid investments purchased with
          original maturities of three months or less to be cash equivalents.

          Concentration of Credit Risk
          ----------------------------
          The Company places its cash in what it believes to be credit-worthy
          financial institutions. However, cash balances may have exceeded FDIC
          insured levels at various times during the year. The Company has not
          experienced any losses in such accounts and believes it is not exposed
          to any significant credit risk on cash and cash equivalents.

          Property and Equipment
          ----------------------
          Property and equipment is stated at cost. Depreciation is computed
          using the straight-line method based upon the estimated useful lives
          of the various classes of assets. Maintenance and repairs are charged
          to expense as incurred.

          Income Taxes
          ------------
          Income taxes are provided for based on the asset and liability method
          of accounting pursuant to Statement of Financial Accounting Standards
          ("SFAS") No. 109, "Accounting for Income Taxes." The asset and
          liability method requires the recognition of deferred tax assets and
          liabilities for the expected future tax consequences of temporary
          differences between the reported amount of assets and liabilities and
          their tax basis.

          Advertising Costs
          -----------------
          Advertising costs are expensed as incurred and included in selling,
          general and administrative expenses. For the quarters ended March 31,
          2002 and 2001, no advertising expense was incurred.

                                       8
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Fair Value of Financial Instruments
          -----------------------------------
          The carrying value of cash and cash equivalents, accounts receivable,
          other receivables, accounts payable and accrued expenses, and payroll
          taxes payable approximates fair value due to the relatively short
          maturity of these instruments.

          Stock Based Compensation
          ------------------------
          SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 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" ("APB No. 25"), but requires pro forma
          disclosures of net loss and loss per share as if the fair-valued-based
          method of accounting had been applied. In accordance with SFAS 123,
          the Company elected to continue to measure compensation cost under APB
          No. 25, and comply with the pro forma disclosure requirements.

          The Company has adopted for footnote disclosure purposes SFAS No. 123,
          which requires that companies disclose the cost of stock-based
          employee compensation at the grant date based on the value of the
          award (the fair value method) and disclose this cost over the service
          period. The value of the stock-based award is determined using a
          pricing model whereby compensation cost is the excess of the fair
          value of the award as determined by the model at grant date or other
          measurement date over the amount an employee must pay to acquire the
          stock.

          Transactions in which goods or services are received from
          non-employees for the issuance of equity securities or stock-based
          awards are accounted for based on the fair value of the consideration
          received.

          Loss Per Share
          --------------
          SFAS No. 128, "Earnings Per Share," requires presentation of basic
          loss per share ("Basic LPS") and diluted loss per share ("Diluted
          LPS").

          The computation of basic loss per share is computed by dividing loss
          available to common stockholders by the weighted-average number of
          outstanding common shares during the period. Diluted LPS gives effect
          to all dilutive potential common shares outstanding and all shares
          held in treasury during the period. The computation of diluted LPS
          does not assume conversion, exercise or contingent exercise of
          securities that would have an anti-dilutive effect on losses.

          The shares used in the computation of loss per share were as follows:

                                                     March 31,
                                                 2002        2001
                                                 ----        ----
                 Basic                        21,099,288  21,099,288
                                              ==========  ==========

                 Diluted                      21,099,288  21,099,288
                                              ==========  ==========

                                       9
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Recent Accounting Pronouncements
          --------------------------------
          On June 29, 2001, 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 implemented SFAS No. 141 on January 1, 2002.

          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 implemented SFAS No. 142 on January 1, 2002.

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

          During August 2001, SFAS No. 144, "Accounting for the Impairment or
          Disposal of Long-Lived Assets," was issued. SFAS No. 144 is effective
          for fiscal years beginning after December 15, 2001. It provides a
          single accounting model for long-lived assets to be disposed of and
          replaces SFAS No. 121 "Accounting for the Impairment of Long-Lived
          Assets and Long-Lived Assets to Be Disposed Of." The Company
          implemented SFAS No. 144 on January 1, 2002.

NOTE 2 -  LIQUIDITY AND GOING CONCERN

          The accompanying consolidated financial statements have been prepared
          in conformity with accounting principles generally accepted in the
          United States of America, which contemplate continuation of the
          Company as a going concern. Since its inception, the Company has
          suffered recurring losses from operations. For the three months ended
          March 31, 2002, the Company incurred a net loss of $148,282, has
          working capital deficiency of $1,779,787 and a stockholder's
          deficiency of $1,778,912. Also, in the first quarter, the Company
          became a minority owner of its subsidiary HP.com. (See note 7). These
          factors raise substantial doubt about the Company's ability to
          continue as a going concern. Management is attempting to raise
          additional capital to meet future financial obligations, but may not
          be able to do so. Should the Company not be able to raise additional
          capital, it may have to severely curtail operations. The consolidated
          financial statements do not include any adjustments that may be
          necessary if the Company is unable to continue as a going concern.

                                       10
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002

NOTE 3 -  RELATED PARTY TRANSACTIONS

          The Company has related party transactions with officers, directors
          and other related parties as follows:

          Due to Related Party
          -------------------------------
          Vitafort had the following related party transactions with certain
          officers, directors and consultants shareholders as follows:

                                                 March 31,   December 31,
                                                 --------      --------
                                                   2002          2001
                                                 --------      --------
             a)  Mark Beychok                    $112,368      $ 88,368
             b)  Mel Beychok                       25,200           200
             c)  Valerie Broadbent                 27,432        15,432
             d)  John Coppolino                    41,500        41,500
             e)  Hollywood Partners.com            34,932       415,516
                                                 --------      --------
                                                 $241,432      $561,016
                                                 ========      ========

             a)   Mark Beychok, the former Chairman of the Board of Vitafort, is
                  due a total of:

                  1)   $57,368 from Vitafort for unpaid salary and severance pay
                       and $72,000 as of March 31, 2002 on his consulting
                       agreement dated October 1, 2001; and

                  2)   Advances to the Company of $7,000 for overhead and
                       operating expenses.

             b)   Mel Beychok, a director and officer of Vitafort and the father
                  of the former Chairman of the Board of Vitafort, loaned the
                  Company $200 for overhead and operating expenses during the
                  year ended December 31, 2001. In January 2002, the Company
                  entered into an Employment Agreement with Mel Beychok. The
                  term of the Agreement is for one year with total compensation
                  of $100,000 payable with up to 20,000,000 shares of the
                  Company's common stock. As of March 31, 2002, no shares had
                  been issued and the Company has accrued $25,000 of
                  compensation expense.

             c)   Valerie Broadbent, a director and officer of Vitafort, as of
                  March 31, 2002 and December 31, 2002, was owed $24,000 and
                  $12,000, respectively, on her consulting agreement dated
                  October 1, 2001. In addition Ms. Broadbent is owed $3,432 in
                  unpaid salary as of March 31, 2002.

             d)   John Coppolino, a former director and officer of Vitafort, as
                  of March 31, 2002, was owed $41,500 in unpaid salary.

             e)   The Company has been advanced $34,932 from Hollywood
                  Partners.com, a former subsidiary, as of March 31, 2002, for
                  operating purposes. (See also notes 1 and 7.) As of December
                  31, 2001, HP.com had related party loans totaling $415,516
                  which were consolidated.

                                       11
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002

NOTE 4 -  NOTES PAYABLE
                                                 March 31,   December 31,
                                                 --------      --------
                                                   2002          2001
                                                 --------      --------
             a)     Inventory financing          $199,362      $199,362
             b)     Promissory notes                 --         429,857
             b)     Vendor note                    42,513        43,638
                                                 --------      --------

                                                 $241,875      $672,857
                                                 ========      ========

                  a)   Throughout 1998, the Company entered into purchase order
                       financing agreements with accredited investors, which
                       provided the Company with $995,000 to purchase inventory.
                       These advances bear interest at 3% per month and are due
                       as the related receivables are collected. In addition,
                       several lenders received options to purchase 410,000
                       shares of the Company's common stock at $1.00 per share,
                       which was fair market value at the time. The exercise
                       price was later reduced to $0.10 and $0.085 reflecting a
                       subsequent decline in the fair market value of the
                       Company's common stock. The Company has pledged its
                       inventory as collateral for these advances. During 1999,
                       the Company repaid $320,000 of these advances in cash and
                       repaid $250,000 of the advances plus accrued interest
                       thereon with the issuance of 500,000 shares of the
                       Company's common stock, having a total value of $131,750.
                       The difference between the fair market value of the
                       Company's common stock issued and the carrying value of
                       the advances and accrued interest repaid resulted in an
                       extraordinary gain to the Company of $143,250. At March
                       31, 2002 and 2001, $199,362 and $199,362, respectively,
                       of these advances were outstanding.

                  b)   On September 1, 2001, Hollywood Partners.com entered into
                       three note and warrant purchase agreements for the
                       purchase of Hollywood Partners.com's 8% promissory notes
                       due on March 31, 2002. During November 2001, Hollywood
                       Partners.com received proceeds on these notes totaling
                       $429,857 and the due date was changed to May 31, 2002.
                       These notes included warrants to purchase 415,000 shares
                       of Hollywood Partners.com's common stock at an exercise
                       price of $.01 per share. The placement agent was paid a
                       fee of $42,986 on this transaction. In addition, the
                       placement agent received a warrant to purchase 152,500
                       shares of Hollywood Partners.com's common stock at an
                       exercise price of $.01 per share. As of March 31, 2002,
                       these notes were not included in the Company's financial
                       statements as Hollywood Partners.com is no longer
                       consolidated with the Company. (See notes 1 and 7.)

                                       12
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002

NOTE 5 -  COMMITMENTS  AND CONTINGENCIES

          Lease agreements
          ----------------
          The Company vacated the space it was sub-leasing from a subsidiary and
          is currently renting an executive office suite. Rent expense was $150
          and $0 for the quarters ended March 31, 2002 and 2001, respectively.

          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.

          The Company is a party to legal proceedings (which generally relate to
          disputes between the Company and its suppliers or customers regarding
          payment for products sold or supplied or for services rendered) that
          are typical for a company of its size and scope and serious financial
          condition, and these proceedings could be material to its financial
          condition or results of operations.

          Employment agreement
          --------------------
          In January 2002, the Company entered into an Employment Agreement with
          the chief executive officer with a term through December 31, 2002,
          which provides for a lump sum compensation payable in the form of
          20,000,000 shares of the Company's common stock. At March 31, 2002,
          the shares have not as yet been issued for the three months ended
          March 31, 2002. The Company has accrued $25,000 of expense on this
          agreement.

          Consulting agreements
          ---------------------
          On October 1, 2001, the Company entered into a Consulting Agreement
          with the former Chairman of the Board with a term ending September 30,
          2003, which provides for monthly compensation of $8,000. As of March
          31, 2002, the Company is in arrears on the Consulting Agreement.

          On October 1, 2001, the Company entered into a Consulting Agreement
          with the President / Corporate Secretary / Chief Financial Officer
          with a term ending September 30, 2003, which provides for monthly
          compensation of $4,000. As of March 31, 2002, the Company is in
          arrears on the Consulting Agreement.

          Contingencies
          -------------
          The Company is a party to legal proceedings (which generally relate to
          disputes between the Company and its suppliers or customers regarding
          payment for products sold or supplied) that are typical for a company
          of its size and scope and financial condition, and none of these
          proceedings are believed to be material to its financial condition or
          results of operations.

                                       13
<PAGE>

                       VITAFORT INTERNATIONAL CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2002

NOTE 6 -  COMMON STOCK

          There was no common stock issued during the three month period ended
          March 31, 2002. (See note 7 for additions to paid in capital.)


NOTE 7 -  INVESTMENT IN SUBSIDIARY / MINORITY INTEREST

          As of March 31, 2001, the Company owned 4,457,629 shares of Hollywood
          Partners.com ("HP.com") which represented 45.7% of the outstanding
          shares of HP.com. This was controlling interest as of December 31,
          2001. During the first quarter of 2002, the Company's ownership
          interest in HP.com was reduced to less than 10% when HP.com issued an
          aggregate of 23,300,000 shares of its common stock to various
          employees and consultants for services performed. In January 2002,
          these shares were collateralized to the chief executive officer as
          consideration for loans made to the Company for operating expenses.
          For the year ending December 31, 2002, HP.com will be accounted for as
          an investment whose basis has been reduced to $0. During the three
          months ended March 31, 2001, the Company recorded a capital
          contribution totaling $994,497 relating to losses in excess of its
          basis in HP.com.


NOTE 8 -  SUBSEQUENT EVENTS

          The Company is continuing to seek additional capital to sustain its
          operations, but has been unsuccessful in its efforts.


                                       14
<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.


Three Months Ended March 31, 2002 and 2001
------------------------------------------

RESULTS OF OPERATIONS:

Due to quality control problems at the Company's manufacturer of "Peanut
Squeeze," Haarmann & Reimer, the Company was forced to shut down production
during 2000, resulting in lost revenues and significant damages, including lost
sales and shelf space, lost promotional costs and expenses associated with
introducing and marketing Peanut Squeeze, and damage to the Company's
distribution network of brokers and distributors. This resulted in severe losses
and significant damage to the Company's infrastructure. In addition, the
resulting problems made it nearly impossible to raise the capital needed to
continue operations during 2001 and into the first quarter of 2002.

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

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

NET REVENUES:

For the three months ended March 31, 2002 and 2001, the Company had no revenues.

GROSS PROFIT:

For the three months ended March 31, 2002 and March 31, 2001, there was no gross
profit due to the Company's shutdown of operations during 2000.

                                       15
<PAGE>

RESEARCH AND DEVELOPMENT:

Total research and development expenses for product development for the three
months ended March 31, 2002 were $0 compared to $5,633 for the same period in
2001, a decrease of $5,633 or 100%. The decrease in research and development
expenses is due primarily to the Company's shutting down manufacturing
operations.

SALES AND MARKETING:

Total sales and marketing expenses for the quarter ended March 31, 2002, were
$0, compared to $22,950 for the three months ended March 31, 2001, a decrease of
$22,950, or 100%. The decrease was primarily due to the Company phasing out its
product distribution.

GENERAL AND ADMINISTRATIVE:

For the three months ended March 31, 2002, total general and administrative
expenses were $142,657, compared to $469,939 for the three months ended March
31, 2001, a decrease of $327,282, or 70%. This was due to the shutdown of
operations.

OTHER INCOME (EXPENSE):

For the three months ended March 31, 2002, other expenses were $5,625 compared
to income of $5,764 for the three months ended March 31, 2001, a decrease of
$11,389. This decrease was due to the Company's settlements during 2001.


LIQUIDITY AND CAPITAL RESOURCES:
                                                         Three Months Ended
                                                              March 31,
                                                         2002           2001
                                                     -----------    -----------

Net Cash Used in Operating Activities                $   (63,635)   $     1,447
Net Cash Provided by Investing Activities                   --             --
Net Cash Provided by (Used in) Financing Activities       63,689           --
Working Capital                                      $(1,779,787)   $(2,499,245)


The Company continues to suffer recurring losses from operations as of March 31,
2002, 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, 2001 financial
statements, which indicates there is substantial doubt about the Company's
ability to continue as a going concern. The Company is attempting to raise
additional capital to meet future working capital requirements, but may not be
able to do so. Should the Company not be able to raise additional capital, it
may have to significantly curtail operations.

                                       16
<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)





                                          /s/   Mel Beychok
                                          --------------------------------------
                                          Chief Executive Officer



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









                               Date: June 13, 2002




                                       17