<PAGE>   1
                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934 (FEE REQUIRED)

        FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 (NO FEE REQUIRED)

        FOR THE TRANSITION PERIOD FROM _____ TO _____

                           COMMISSION FILE NO. 0-18438

                       VITAFORT INTERNATIONAL CORPORATION
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

               DELAWARE                                   68-0110509
   (STATE OR OTHER JURISDICTION OF          (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)

       1800 AVENUE OF THE STARS, SUITE 480, LOS ANGELES, CALIFORNIA 90067
           (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

                                 (310) 552-6393
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:


<TABLE>
<CAPTION>
                                                    NAME OF EACH EXCHANGE
      TITLE OF EACH CLASS                             ON WHICH REGISTERED
<S>                                                 <C>
             NONE                                           NONE
</TABLE>


SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                         COMMON STOCK, PAR VALUE $.0001
                                (TITLE OF CLASS)

CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 14(d) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (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 90 DAYS.

                                 YES [X] NO [ ]

CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE CONTAINED, TO
THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-KSB OR ANY
AMENDMENT TO THIS FORM 10-KSB. [X]

STATE ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR: $881,977.

THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES COMPUTED
BY REFERENCE TO THE AVERAGE BID AND ASKED PRICES OF SUCH STOCK ON MAY 9, 2001
WAS $152,812.

THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK AS OF MAY 9, 2001
WAS 23,412,288.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES [ ] NO [X]



                                       1
<PAGE>   2
                                     PART I

CERTAIN STATEMENTS CONTAINED IN THIS ANNUAL REPORT ON SECURITIES AND EXCHANGE
COMMISSION ("SEC") FORM 10-KSB ("FORM 10-KSB") CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT MAY CAUSE OUR OR OUR INDUSTRY'S ACTUAL RESULTS, LEVELS OF
ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT THAN ANY
EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS MAY
BE CONTAINED IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, PRESS
RELEASES, AND WRITTEN OR ORAL PRESENTATIONS MADE BY OUR REPRESENTATIVES TO
ANALYSTS, RATING AGENCIES, STOCKHOLDERS, NEWS ORGANIZATIONS AND OTHERS. IN SOME
CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS "MAY,"
"WILL," "SHOULD," "INTEND," "EXPECTS," "PLANS," "ANTICIPATES," "BELIEVES,"
"ESTIMATES," "PREDICTS," "POTENTIAL," "CONTINUE," OR THE NEGATIVE OF THESE TERMS
OR OTHER COMPARABLE TERMINOLOGY. ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS IN
THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS.


ITEM 1. DESCRIPTION OF THE BUSINESS

GENERAL

Vitafort International Corporation (the "Company" or "Vitafort" or "Registrant")
was formed as a California corporation in 1986, and reincorporated as a Delaware
corporation in 1989 prior to its initial public offering. The Company was
originally formed to develop value added foods and beverages for third parties.
In 1993 Vitafort changed its strategic direction and began developing,
distributing and marketing proprietary healthy snacks under Company owned
brands. This business model has continued throughout the 1990's introducing
numerous product lines to thousands of stores and many of the leading retailers
throughout the country such as; Wal-Mart, Costco, Sam's Club, Kroger,
Albertsons, Food Lion, Winn Dixie, Ahold, Eckerd's, along with many others. (See
"Subsequent Events.")

Vitafort continued to develop, market and distribute snacks to the retail
grocery trade through its wholly owned subsidiary, Visionary Brands, Inc.,
beginning the second half of 1999 and through the majority of this past year.
Visionary Brands has been in the business of creating brands and products in the
grocery industry, and manufacturing and distributing the same. These products
have been marketed under Company-developed brands such as "Peanut Squeeze," or
licensed brands procured by the Company such as "The Wizard of OZ" marshmallows.

On September 13, 1999, pursuant to a share Exchange and Reorganization
Agreement, the Company exchanged all the issued and outstanding shares of
Hollywood Partners, Inc., a California corporation that previously operated as a
wholly owned subsidiary of Vitafort. In consideration for the shares of
Hollywood Partners, the Company received an aggregate of 5,000,000 shares of a
reporting shell which changed its name to Hollywood Partners.com, Inc.
("HP.com"). HP.com common stock is traded on the OTCBB (HLYP). Vitafort is
currently the majority shareholder of HP.com, with 4,539,629 shares of the
9,324,000 shares, or 50%, of outstanding common stock.

With the spin out of HP.com and the transition to Visionary Brands as the
grocery food and marketing company, Vitafort was positioned to announce its new
strategic direction. Due to the significant losses caused by the quality control
problems at the manufacturer of the Company's "Peanut Squeeze" product, Haarmann
& Reimer ("H&R"), and the Company's inability to raise additional capital
required to move the Company forward due to these losses, the Company has shut
down all operations of Visionary Brands and has focused its resources on
building its primary asset, the Company's HP.com subsidiary, which is described
in more detail on page five. The Board of Directors of Vitafort has focused its
efforts on creating value for the Vitafort shareholders by attempting to build
value in HP.com through structuring strategic acquisitions that can be rolled
into the subsidiary. The Board intends to leverage its majority ownership of


                                       2


<PAGE>   3
HP.com to raise capital for Vitafort and facilitate a new business opportunity
for the Company. For a complete update of HP.com, reference Hollywood
Partners.com's Form 10-K filing for the year 2000.


VISIONARY BRANDS

MANUFACTURING & WAREHOUSING

The Company manufactured its products by entering into agreements ("Co-Packer
Agreements") with established food manufacturers ("co-packers"), who have the
facilities, staff, quality assurance and process control programs for the
production of their own products, as well as the Company's products. Co-packer
relations are intended to enable the Company to secure the expertise of
qualified food manufacturers with respect to the development, manufacture and
packaging of the product. This arrangement is intended to achieve economies of
scale in production and staffing requirements, while providing production
flexibility to meet changes in product mix demanded by customers that the
Company could not achieve on its own. Additionally, the Company benefits from
the production experience and expertise of these companies while avoiding the
capital outlays, staffing requirements, quality control, legal process
requirements and other manufacturing costs and delays that the Company would
encounter were it to attempt to manufacture its products utilizing its own
facility. However, there can be no assurance that co-packers will meet their
obligations and the Company has been materially affected in the past by problems
with its co-packers. ("See Subsequent Events.")

DISTRIBUTION AGREEMENT

In October 1999, the Company entered into a Distribution Agreement ("Agreement")
with Hollywood Partners.com that allowed Visionary Brands to continue to
distribute HP.com licensed products to retailers across the country. ("See
Subsequent Events.")

THE RETAIL TRADE

The Company's retail distribution strategy was to target the following classes
of trade: Supermarkets, mass merchandisers, drug stores, warehouse clubs,
convenience stores, natural food stores, military commissaries and exchanges,
sporting goods stores, health clubs, coffee houses and gourmet distributors.


INTELLECTUAL PROPERTY RIGHTS PROTECTION AND TRADEMARKS

The Company believes that its trademarks do afford it some degree of protection
from competition and do allow it to differentiate its products from those of its
competitors through brand loyalty and identity. There are, however, no
assurances that such trademarks may offer significant protection from
competitors or that the Company would be successful should litigation to protect
such trademarks become necessary. The Company relies upon non-disclosure,
secrecy agreements and its common law rights in order to protect its proprietary
formulae, procedures, and other information. No assurance can be given that such
steps will adequately protect the Company against competing products or that the
Company will be able to adequately enforce its rights against third parties who
may be utilizing the Company's proprietary formulae, procedures and other
information. If the Company is advised by counsel that any of its formulae,
processes, procedures or other techniques is patentable, then it may seek
appropriate patent protection.

The Company has co-developed several proprietary formulations for its products.
While these formulations may or may not be protected under the U.S. Patent laws,
they may have value inasmuch as they provide the Company with its unique
competitive edge. The table below highlights each of the Company's trademarks.


                                       3


<PAGE>   4
TRADEMARKS                            DESCRIPTION AND STATUS


VITAFORT                This is an active trademark currently being used on all
                        Company material; however, the Company set up all
                        industry communications through Visionary Brands.

VISIONARY BRANDS        The name of the wholly owned subsidiary that is
                        currently marketing all products for the Company.

PEANUT SQUEEZE          Brand was introduced to thousands of supermarket peanut
                        butter sections across the country.

AUBURN FARMS            Trade name acquired in May 1996 in the natural foods
                        class of trade.

NATURES WAREHOUSE       Trade name acquired in May 1996 in the natural food
                        class of trade.

TOAST `N JAMMERS        A repositioned brand name with specialty grocery and
                        natural food class of trade

JAMMERS                 One of the all-natural fat free cookie brands in natural
                        food class of trade.


JULIETTE'S PRIVATE      Trade name used for both low fat cookies and low fat
COLLECTION              chocolate truffles.


GOVERNMENTAL REGULATION

In general, production, packaging, processing and labeling of food and beverage
products are subject to various federal and state regulations. The Company
relies upon the experience and expertise of its co-packers to assure compliance
with applicable federal and state regulations. The Company believes that it is
in compliance with all applicable governmental regulations.


RESEARCH AND DEVELOPMENT

The Company modified its research and development strategies from prior years.
In the past, the Company retained highly trained technical support professionals
to independently develop formulations and work with contract manufacturers to
bring the products to market readiness.

ENVIRONMENTAL REGULATION AND SEASONALITY

Management believes that the costs associated with compliance with environmental
regulations do not at this time impose a significant burden upon the Company's
operations. Any change in that burden, however, could adversely impact the
Company. Management does not believe that the Company's business is seasonal to
any significant extent.

EMPLOYEES

As of May 9, 2001, the Company had two employees.


HOLLYWOOD PARTNERS.COM


                                       4


<PAGE>   5
THE COMPANY

Hollywood Partners.com (the "Company" or "HP") began as a marketing and
promotions company using entertainment-themed Websites which presented both
proprietary and sourced content, while building relationships with Website
visitors to collect their demographic and lifestyle information. The Company
business model was to obtain revenues from many sources including sweepstakes
sponsorships, Website sponsorships and allowing access to our registered users
("Members") who have given permission for us to send them offers from marketing
partners.

Prior to September 13, 1999, the Company's operations were conducted through
Hollywood Partners, Inc., a California corporation incorporated on August 7,
1995, as a wholly owned subsidiary of Vitafort International Corporation. The
Company was engaged primarily in the business of designing, manufacturing and
distributing food products based upon brands licensed from third parties, such
as Jurassic Park: The Lost World(TM) and The Wizard of Oz(TM).

Effective September 13, 1999, pursuant to a Share Exchange and Reorganization
Agreement, Hollywood Partners.com, Inc., a Delaware corporation incorporated
August 31, 1989 and formerly known as Guideline Capital, Inc., ("Holding
Company") acquired all of the issued and outstanding shares of Hollywood
Partners, Inc., a California corporation from Vitafort.

In late September 1999, the Company launched its initial Website at
www.hollywoodpartners.com. This Website was used to post and manage a number of
sweepstakes contests for the benefit of various customers and partners, coming
from industries such as food manufacturing, entertainment, publishing, sporting
goods and concert promotion. In the second quarter of year 2000, the Company
launched its Internet offerings with two new Websites under a Hollywood
Partners.com brand umbrella:

        PlanetFree.com -- a sweepstakes Website designed to host sweepstakes and
        promotions for retailers and manufacturers who we believed were seeking
        a higher level of branding and capability to educate than generally
        offered on other sweepstakes Websites.

        BigTimeHollywood.com -- an e-magazine offering original content plus
        news, games and reference information about the entertainment industry,
        primarily focused toward movies and television. The features and other
        information we provided on this Website were aimed to both entertain and
        inform the visitor about the entertainment industry, how it works and
        why.

Part of management's strategy was to use the Hollywood Partners.com brand as an
"umbrella" to build, partner or acquire additional complementary Websites that
offer unique content for our visitors. However, upon the launch of the Company's
Websites, both the public valuations of Internet companies and the business
opportunities of Internet models began to collapse. This tightened the financial
markets for the majority of Internet companies and inhibited the Company's
ability to raise capital. The Company faced severe cash and liquidity problems
resulting in the need to cut staff and overhead tremendously. (See "Subsequent
Events.")

The Board of Directors began looking for other opportunities outside the pure
Internet model. In the fourth quarter of 2000, the Company was introduced to and
began negotiations with two companies as part of an acquisition strategy that
would create immediate revenue for the Company; one was a direct marketing
company headquartered in Chicago, Illinois, and the other a software technology
company located in Bismarck, North Dakota. In January 2001, the Company entered
into letter agreement to acquire BambooBiz, LLC, a direct marketing company. The
Company also entered into a letter agreement with Pipeline Technologies, Inc.,
the software technology company, in late January 2001.


                                       5


<PAGE>   6
Throughout the fourth quarter of 2000, the Board of Directors of Hollywood
Partners continued to explore various acquisition and strategic opportunities
for the Company. The Company continued attempting to raise funding for Hall of
Fame Pro, the sports marketing subsidiary that was formed in the third quarter
of 2000. Challenging financial markets made this process very difficult.

SUBSEQUENT EVENTS

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

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

In January 2001 the Board of Directors recognized the efforts of officers and
directors, who were putting in long hours and working Saturdays and Sundays to
help save the Company, by issuing options for new shares and lowering the price
of options currently held by officers and directors to $.02 per share. (See
"Executive Compensation.")

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

In January 2001 HP entered into a binding letter of intent to acquire BambooBiz.
In March 2001 BambooBiz asked for assistance from the directors and officers of
HP to help in raising capital. HP responded by assisting in re-writing the
business plan and by contacting and sending business plan packages to over 75
accredited investors to assist in capital formation. HP had been assured that
the deal had consummated between Hollywood Partners and BambooBiz. In March
2001, HP received a letter from the president of BambooBiz, suggesting a massive
change in the terms of the deal previously agreed to and publicly announced. At
this time, HP is exploring its options.

In the third quarter, HP formed a subsidiary called "Hall of Fame Pro, Inc."
This sports marketing company was formed with the support of the Hall of Fame
Players Association ("HOFPA") to exploit the images and likenesses of Pro
Football Hall of Fame legends to corporate sponsors. The strategy was to create
revenue for both the Hall of Fame members and HP through golf tournaments,
licensing, original content syndication, event sponsorships, sports memorabilia,
and corporate sponsorship. HP was notified in January 2001 that HOFPA does not
want any funds that may be raised out of a previous offering memorandum to be
released from escrow without the approval of HOFPA. In addition, they have
requested other corporate non-public records. HP disagreed with the requests of
the letter. A series of letters followed from HOFPA or their counsel beginning a
disagreement of conditions precedent between HOFPA and its president, and Hall
of Fame Pro. These letters and subsequent letters caused the HOFP to suspend its
capital formation efforts and most of its operations. Kellen Winslow resigned
from the board of HOFP in January 2001. Paul Bartelt resigned as president of
HOFP in March 2001. Dialog between certain members of the executive committee of
HOFPA and management of HOFP occurred over most of the first quarter of 2001. No
definitive understandings were reached. HP received a letter from new counsel of
HOFPA in March 2001 notifying HOFP and Hollywood Partners that the HOFPA
Executive Committee


                                       6


<PAGE>   7
has no intention of moving forward into a written agreement with HP. In
addition, the letter makes numerous allegations regarding the relationship
between the parties. HP vehemently denies these allegations and is in discussion
with counsel.

In March 2001, HP entered into an agreement with David Dadon and Giants
Entertainment, Inc. and Very Mean Men, Inc. (collectively "Giants") to acquire
100% of the ownership of Very Mean Men, Inc., ("VMM"), a Nevada corporation.
Giants represented that VMM's sole asset was a film intended for theatrical
release entitled "Very Mean Men," a Baio/White production of a Tony Vitale film,
starring Matthew Modine, Ben Gazzara, Charles Durning, Burt Young and Scott
Baio, with Louise Fletcher and Martin Landau, directed by Tony Vitale. Under the
agreement, HP was to have acquired all of the issued and outstanding securities
of VMM in exchange for shares of convertible preferred stock of HP. Giants
agreed to invest or cause an affiliate to invest $75,000 into the Company by
purchasing 225,000 shares of common stock of the Company at $.30 per share. As
of April 30, 2001, the Company had received approximately $22,000. Under the
agreement with Giants Entertainment, HP also acquired a right of first refusal
on an additional ten films which Giants represented to be owned by Giants
directly or through subsidiaries. Differences have arisen between the parties
and HP believes that Giants has not lived up to its representations, warranties
and agreements. The parties are currently in discussions as to their differences
and as to the status of the transaction. No assurance can be given that they
will satisfactorily resolve their differences and, if not satisfactorily
resolved, no assurances can be given that litigation between the parties will
not result.

In March 2001, Eugene Scher, Chief Executive Officer of Hollywood Partners,
resigned; however, Mr. Scher remains as a Director, Chairman of the Advisory
Board and Treasurer of Hollywood Partners.

In January 2001, the Chairman of the Board of HP was granted an option to
purchase 1,350,000 shares of common stock at $0.50 per share. Such options vest
550,000 shares on January 4, 2001, 400,000 shares on January 4, 2002 and 400,000
shares on January 4, 2003. In January 2001, the President of HP was granted an
option to purchase 950,000 shares of common stock at $0.50 per share. Such
options vest 450,000 shares on January 4, 2001, 250,000 shares on January 4,
2002 and 250,000 shares on January 4, 2003. In January 2001, the Chief Executive
Officer of HP granted an option to purchase 650,000 shares of common stock at
$0.50 per share. Such options vest 450,000 shares on January 4, 2001, 100,000
shares on January 4, 2002 and 100,000 shares on January 4, 2003. In January
2001, the Corporate Secretary / Chief Administrative Officer of HP was granted
an option to purchase 500,000 shares of common stock at $0.50 per share. Such
options vest 200,000 shares on January 4, 2001, 150,000 shares on January 4,
2002 and 150,000 shares on January 4, 2003.

ITEM 2. DESCRIPTION OF PROPERTY

The Company's principal executive office consists of a portion of 4,759 rentable
square feet located at 1800 Avenue of the Stars, Los Angeles, California, which
the Company subleases from Hollywood Partners.com, Inc. under a two year lease
at a rate of $4,753 per month. The current lease expires May 31, 2001. Since the
Company no longer requires this amount of office space, it intends to move its
principal executive office in an effort to further cut back expenses.

ITEM 3. LEGAL PROCEEDINGS

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


                                       7


<PAGE>   8
Company's distribution network of brokers and distributors. Haarmann & Reimer's
motion to dismiss the complaint has been denied.

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


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of shareholders during the fourth quarter of
2000.


                                       8


<PAGE>   9
PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The table below sets forth the high and low closing bid prices for the common
stock during the period January 1, 1999 to March 31, 2001, as reported on the
Electronic Bulletin Board. The quotations represent inter-dealer quotations
without adjustment for retail mark-ups, mark-downs or commissions and may not
represent actual transactions:


<TABLE>
<CAPTION>
      PERIOD                 COMMON STOCK
                           HIGH        LOW
<S>                       <C>          <C>
1st Quarter 1999           0.90        0.34
2nd Quarter 1999           0.53        0.33
3rd Quarter 1999           0.59        0.33
4th Quarter 1999           0.82        0.25
1st Quarter 2000           0.77        0.31
2nd Quarter 2000           0.36        0.23
3rd Quarter 2000           0.24        0.07
4th Quarter 2000           0.08        0.02
1st Quarter 2001           0.06        0.02
</TABLE>


On May 18, 2001, the closing bid price for the common stock, as reported by the
Over The Counter Electronic Bulletin Board, was $0.02.

At the close of business on May 18, 2001, there were approximately 548 holders
of record of the common stock.

The Company has not paid any dividends on the common stock since inception and
intends to retain any future earnings for the development of its business.
Future dividends on the common stock, if any, will be dependent upon the
Company's earnings, financial condition, the dividend priority of any preferred
shares and other relevant factors as determined by its Board of Directors.

No dividends were paid on Series B Convertible Preferred Stock during 1999 or
2000. Cumulative unpaid dividends on the Series B Convertible Preferred Stock as
of December 31, 2000 totaled $45,850. All unpaid dividends on the preferred
stock must be paid before dividends can be paid on the Common Stock.


                                       9


<PAGE>   10
ITEM 6. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS

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

CERTAIN STATEMENTS CONTAINED IN THIS ANNUAL REPORT ON SECURITIES AND EXCHANGE
COMMISSION ("SEC") FORM 10-KSB ("FORM 10-KSB") CONSTITUTE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS THAT MAY CAUSE OUR OR OUR INDUSTRY'S ACTUAL RESULTS, LEVELS OF
ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT THAN ANY
EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS MAY
BE CONTAINED IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, PRESS
RELEASES, AND WRITTEN OR ORAL PRESENTATIONS MADE BY OUR REPRESENTATIVES TO
ANALYSTS, RATING AGENCIES, STOCKHOLDERS, NEWS ORGANIZATIONS AND OTHERS. IN SOME
CASES, YOU CAN IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY SUCH AS "MAY,"
"WILL," "SHOULD," "INTEND", "EXPECTS," "PLANS," "ANTICIPATES," "BELIEVES,"
"ESTIMATES," "PREDICTS," "POTENTIAL," "CONTINUE," OR THE NEGATIVE OF THESE TERMS
OR OTHER COMPARABLE TERMINOLOGY. ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS IN
THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CANNOT GUARANTEE FUTURE
RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS.


YEARS ENDED DECEMBER 31, 2000 AND 1999

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
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. In addition, the resulting problems made it nearly
impossible to raise the capital needed to continue operations. This resulted in
severe losses throughout the year and significant damage to the Company's
infrastructure.

In conjunction with Hollywood Partners.com, Visionary Brands introduced its
latest product, "Gravity Games Energy Bar." This snack was unveiled at the
Gravity Winter Games held at Mammoth Mountain, California in January 2000. The
Gravity Games is a joint venture between NBC Sports Ventures, the business unit
of NBC Sports, and eMap Petersen, Inc.

Visionary Brands began distribution of the Gravity Bar in February 2000. The
product was introduced and tested at various retailers including Smart & Final,
with over two hundred stores based in Los Angeles. However, the sales velocity
was not on a par with the competition and the product was later discontinued.
Management believes that the product taste was as good, if not better than the
competition, but the Gravity Bar license was not strong enough to pull the
product off the shelf without significant advertising and promotional spending.
So, the product was put on hold until the Company can appropriate the investment
needed to re-launch the product with a stronger license.

The Company also stopped production its other two product lines, "Toast N
Jammers" all natural toaster pastries and "The Wizard of Oz" marshmallows.

The Board elected to cut back overhead of the Company throughout the year and
the current monthly cash expenses are severely decreased due to the drastic
decrease in overhead.


                                       10


<PAGE>   11
NET REVENUES

In 2000 the net revenues of the Company were $881,977, compared to $2,451,531 in
1999. This decrease of $1,569,554 or 64% was primarily due to lower sales of The
Wizard of Oz marshmallows of $1,175,000 as the Company phased out distribution,
and sales decrease of Peanut Squeeze of $250,000 caused by production problems.


GROSS PROFIT (LOSS)

Gross loss in 2000 was $313,657 or 35.6% of sales, compared to a gross profit of
$539,855 in 1999 or 22% of sales. This decrease of $853,512 was due to the
reduced sales levels of the "The Wizard of Oz" brand products, which have a high
profit margin and to closeout sales of aging inventories at prices below cost.


OPERATING EXPENSES

Research and Development

In 2000, product research development expenses were $41,105, compared to
$104,615 in 1999, a decrease of $63,510 or 60.7%. The reduction was primarily
due to the Company's decision to curtail expenses in 2000 by closing its
research and development department and utilize the research and development
capacity of its manufacturers. In 2000, expenses are related to the development
of Websites for the Hollywood Partners.com, Inc. subsidiary of the Company.

Sales and Marketing

Sales and marketing expenses were $1,890,908 in 2000 as compared to $2,152,665
in 1999. The decrease of $261,757 or 12.2% was primarily due to lower
promotional expenses as the Company phased out its product distribution

General and Administrative

General and Administrative costs in 2000 were $3,766,860 compared to costs in
1999 of $2,576,844. This increase of $1,190,016 or 46.2% is due to higher costs
of approximately $1,300,000 related to Hollywood Partners new business model,
with increases of $ 100,000 for new personnel, $693,000 for consultants,
$154,000 for legal & accounting, $50,000 for rent, $161,000 for bad debts,
$50,000 for investors costs, $46,000 for rent and $60,000 for insurance.
Visionary Brands experienced costs increases in the areas of consultants
$240,000, legal & accounting $147,000 and other office expenses of $97,000.

INCOME TAXES

As of December 31, 2000, the Company had unused Federal and California net
operating loss carryforwards of approximately $29,509,000 and $14,035,000
respectively, available to offset future Federal taxable income and future
California taxable income. The unused net operating loss and credit
carryforwards expire in various amounts through the year 2020. In contrast to
Federal net operating losses, only 50% of the California net operating losses
incurred subsequent to December 31, 1986 may be carried forward. The California
net operating losses will expire in various amounts through the year 2004.

Net deferred tax assets of approximately $11,329,000 resulting from net
operating losses have been offset by a valuation allowance since management
cannot determine whether it is more likely than not such assets will be
realized.


                                       11


<PAGE>   12
Due to restrictions imposed by the Internal Revenue Code regarding substantial
changes in ownership of companies with loss carryforwards, the utilization of
the above-mentioned net operating losses may be limited as a result of changes
in stock ownership. The annual utilization of these losses is limited to an
amount equal to the estimated fair value (for income tax purposes) of the
Company at the point of stock ownership change, multiplied by the long-term
tax-exempt rate then in effect. The annual limitation has not been quantified at
this time.

OTHER INCOME AND EXPENSE

Interest income was $20,351 in 2000 compared to $8,239 in 1999. The increase of
$12,112 or 147% is due to the increase in investment of the Company's cash which
was used to fund the operation.

Interest expense was $29,117 in 2000 compared to $366,609 in 1999. The decrease
of $337,492 or 92.1% is due to the conversion of the majority of the notes
payable to common stock in December 1999.

Other expense was $42,910 in 2000 compared to other income of $69,518 in 1999.
The current year expense relates primarily to a write-off of a bad debt.

In August 1999, the Company entered into a litigation settlement with Barbara's
Bakery / New Life (Refer to Litigation Recovery, Net of Costs, Note 16). The
Company received $1,256,632 of net proceeds after paying attorneys and outside
investors who funded the litigation.

Impairment of intangible assets reflects the write off of $526,856 of goodwill
of $218,213, trademarks of $311,254 and distribution rights of $93,686.

During the year ended December 31, 1999, the Company renegotiated certain
accounts payable and notes payable resulting in a reduction of $1,510,560 of the
amount due. Additionally, the Company repaid certain notes payable through the
issuance of stock, therefore recognizing a gain on extinguishments of debt of
$1,521,482.


<TABLE>
<CAPTION>
LIQUIDITY AND CAPITAL RESOURCES                              December 31,
                                                          2000              1999
                                                      -----------       -----------
<S>                                                   <C>               <C>
Net Cash Used In Operations                           $2,637,771)      $(1,866,148)
Net Cash Provided (Used) in Investing Activities          324,035          (470,076)
Net Cash Provided By Financing Activities                 743,097         2,551,728
Working Capital (Deficit)                              (1,956,345)        1,406,258
</TABLE>


At December 31, 2000 the Company had cash of $22,632 as compared to $1,119,153
in 1999. This decrease is due to cash being used to finance the cost of the new
business model of Hollywood Partners, and the decrease in revenues from
distribution of products.

During March and April 2000, the Company entered into a series of settlement
agreements and releases with certain lenders to resolve all outstanding issues
between them. The agreements were effective as of December 31, 1999, where under
the Company resolved its outstanding issues with certain lenders by satisfying
an aggregate of $1,510,560 of indebtedness, inclusive of accrued interest,
through the issuance of an aggregate of 377,640 shares of restricted stock of
its partially owned subsidiary, Hollywood Partners.com, Inc. These transactions
were recorded in the Company's consolidated financial statements as of December
31, 1999. See Note 11. Two of the lenders agreed to make market purchases of an
aggregate of 900,000 shares of the Company's common stock, during the period
ending May 31, 2000, but in no event more than a combined total purchase of
$750,000. The agreements require the lenders not to sell any of the shares until
after they have purchased the entire amount of shares as required pursuant to
the terms of the agreements. The two lenders also agreed not to sell, in any
calendar month, more than 25% of the shares they purchased. Notwithstanding this
25% restriction, the lenders are not precluded from taking any action that would
be necessary for them to meet their fiduciary responsibilities owed to their
investors and/or shareholders.


                                       12


<PAGE>   13
The Company has suffered recurring losses from operations as of December 31,
2000. Although the Company received a contribution of $2,000,000 as part of the
spin-off of Hollywood Partners, as well as a cash settlement of $1,256,632 from
the Barbara's Bakery / New Life litigation during 1999 (see Note 16 to the
Consolidated Financial Statements), it 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 which
indicates there is substantial doubt about the Company's ability to continue as
a going concern. See Note 1 to the Consolidated Financial Statements for
additional information. 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 severely
curtail operations.


CREDIT FACILITY

In June 1999, the Company paid off its previous line of credit, but the assets
are still collateralized. As of December 31, 2000, the Company does not have an
institutional credit facility.


YEAR 2000

The Company's accounting software currently does not utilize a four digit year
field; however, the Company has been assured by the software manufacturer and
independent consultants that all necessary modifications for the year 2000 were
made and tested timely. The Company was advised by a consultant that the
hardware was modified timely. The cost of these modifications did not have a
significant effect on its financial position or results of operations. The
Company currently does not interact electronically with either customers,
suppliers or other entities that could be impacted by Year 2000 issues. The
Company has not experienced any Year 2000 issues through the date of this
report. Should any of the Company's internal systems fail in the future, the
Company's business and results of operations could be adversely impacted.


ITEM 7. FINANCIAL STATEMENTS

SEE "INDEX TO CONSOLIDATED FINANCIAL STATEMENTS" BEGINNING ON PAGE F-1


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

On February 5, 2001, BDO Seidman, LLP resigned as the independent accountants
for the Company. The Company received notice of this resignation on February 8,
2001.

The report of BDO Seidman, LLP on the Company's financial statements for the
past two years contained no adverse opinion, or disclaimer opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's two most recent fiscal years and through February 5, 2001,
there were no disagreements between the Company and with BDO Seidman, LLP
regarding any matters with respect to accounting principles or practices,
financial statement disclosure or audit scope or procedure, which disagreements
if not resolved to the satisfaction of BDO Seidman, LLP, would have caused it to
make reference thereto in its reports on the Company's financial statements for
such years. During the Company's two most recent fiscal years and through
February 5, 2001, there were no reportable events as that term is defined in
Item 304 (a)(1)(v) of Regulation S-K.

The Company engaged Merdinger, Fruchter, Rosen & Corso, P.C. as its new
independent accountants as of February 12, 2001. During the two most recent
fiscal years and through February 12, 2001, the Company has not consulted with
Merdinger, Fruchter, Rosen & Corso, P.C. regarding either (i) the application of


                                       13


<PAGE>   14
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements; or (ii) any matter that was either the subject of a disagreement, as
that term is defined in Item 304 (a) (1) (iv) of Regulation S-K and the related
instructions to Item 304 of the Regulation S-K, or a reportable event, as that
term is defined in Item 304 (a) (1) (iv) of Regulation S-K.

The decision to change accountants was approved by the Board of Directors of the
Company.


ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors and executive officers of the Company are as follows:


<TABLE>
<CAPTION>
Name                            Age      Positions Held
----                            ---      --------------
<S>                             <C>      <C>
Mark Beychok                     44      Chairman of the Board
John Coppolino                   40      President and Director
Benjamin Tabatchnick             48      Director
Valerie A. Broadbent             62      Corporate Secretary
Fred Rigaud                      56      Acting CFO
</TABLE>


Mark Beychok was elected Chairman of the Board in December 1999. Mr. Beychok
served as President and Director of the Company from September of 1993, until he
resigned as President in December 1999. Mr. Beychok was also Chief Executive
Officer from 1995 until his resignation from that position in February 2000. Mr.
Beychok was elected as Chairman of the Board of Hollywood Partners.com, Inc. in
September 1999. Mr. Beychok is a private investor with twenty years experience
in the food industry as an owner and operator of various food manufacturing,
marketing and distribution companies. Mr. Beychok graduated in 1979 from the
Haas Business School at the University of California (Berkeley).

John Coppolino was elected a Director in February 1999 and was elected President
in December 1999. Mr. Coppolino began with the Company as Director of Sales in
1994 and became Executive Vice President in September 1997. Mr. Coppolino also
serves as a Director and President of Hollywood Partners.com, Inc. Mr. Coppolino
has over fifteen years experience in the food industry, including experience as
a food broker and in product manufacturing. Mr. Coppolino graduated from the
Pennsylvania State University School of Business in 1983 with a degree in
Business Logistics.

Benjamin Tabatchnick was elected a Director of the Company in February 1997.
Since January 1990, Mr. Tabatchnick has owned and operated Tabatchnick's Fine
Foods (and predecessors), a privately held concern, which manufactures and
distributes its own trademarked line of frozen soups, and manufactures frozen
and refrigerated foods for other companies on a contract basis.

Valerie A. Broadbent was elected as Secretary of the Company in February 1999.
Ms. Broadbent began as Assistant to the COO/CFO in October 1997. Ms. Broadbent
also serves as Corporate Secretary and Chief Administrative Officer of Hollywood
Partners.com, Inc. Ms. Broadbent has over 30 years experience working in
corporate administration and reporting to boards of directors, CEO's, CFO's and
presidents of both public and private companies, including an extensive
background interfacing with legal, financial and regulatory reporting agencies
in the securities and banking industries.

Fred Rigaud has over 25 years of experience in finance and accounting with
multinational companies in consumer products, entertainment and the Internet.
Mr. Rigaud received a Bachelor's degree in Liberal Arts from the University of
Montreal in 1964 and is a graduate of Queens College with a B.A. in Finance and
Accounting. From 1996 to 1998, Mr. Rigaud was Chief Financial Officer of Luckman
Interactive,


                                       14


<PAGE>   15
Inc., a developer and marketer of Internet software. From 1987 to 1996, he was
associated with Million Dollar Enterprise, as Vice President of Finance.

ITEM 10: EXECUTIVE COMPENSATION

In September 1997, Mr. Beychok entered into an employment agreement
("Agreement") with the Company for three years. Under the Agreement, Mr. Beychok
received an annual base salary of $150,000 and was granted options for 450,000
shares of stock at an exercise price of $0.87 per share, all of which are
currently vested. In November 1998 the price of all Mr. Beychok's options other
than those related to the private placement were repriced to $0.10. In August
1999, Mr. Beychok was given a successful litigation reward of $75,000. In
October 1999 Mr. Beychok was granted a new Board of Director package of an
option to purchase 500,000 shares at an exercise price of $.25 per share,
vesting 166,667 shares on October 22, 1999, 166,667 shares on October 22, 2000
and 166,666 shares on October 22, 2001. In October 1999, the Board granted Mr.
Beychok an option for 900,000 shares at an exercise price of $.25 per share,
vesting 450,000 on October 22, 1999, 225,000 on October 22, 2000, and 225,000 on
October 22, 2001. In December 1999 Mr. Beychok was elected Chairman of the Board
and received an increase in salary to $185,000 per year effective January 1,
2000. Also in December 1999, Mr. Beychok resigned as President but remained
Chief Executive Officer. In February 2000 Mr. Beychok resigned as Chief
Executive Officer, but remains as Chairman of the Board. In January 2001, the
price on all of Mr. Beychok's options was reduced to $.02 per share and all of
Mr. Beychok's options were made exercisable. On January 3, 2001, the Board
granted Mr. Beychok an option to purchase 5,000,000 shares of common stock at an
exercise price of $.02 per share, with vesting as of the date of grant.

In September 1997, Mr. Coppolino entered into an employment agreement with the
Company for two years. Under the Agreement, Mr. Coppolino received an annual
base salary of $120,000, and was granted options for 300,000 shares of stock at
an exercise price of $0.87 per share, all of which are currently vested. In
September 1997, Mr. Coppolino was given a successful litigation reward of
$25,000, forgiveness of debt of $25,000, plus 25,000 shares of common stock at
$1.00, being the fair market value at the date of the award. In November 1998
the price of all Mr. Coppolino's options were repriced to $0.10. In August 1999,
Mr. Coppolino was given a successful litigation reward of $50,000. In October
1999 Mr. Coppolino was granted a Board of Director package of an option to
purchase 375,000 shares at an exercise price of $.25 per share, vesting 125,000
shares on October 22, 1999, 125,000 shares on October 22, 2000 and 125,000
shares on October 22, 2001. In October 1999, the Board granted Mr. Coppolino an
option for 750,000 shares at an exercise price of $.25 per share, vesting
375,000 on October 22, 1999, 187,500 on October 22, 2000, and 187,500 on October
22, 2001. In December 1999, Mr. Coppolino was named President and the Company
entered into a new employment agreement with him for three years. Under the
agreement, Mr. Coppolino receives an annual base salary of $150,000 effective
January 1, 2000. In January 2001, the price on all of Mr. Coppolino's options
was reduced to $.02 per share and all of Mr. Coppolino's options were made
exercisable. On January 3, 2001, the Board granted Mr. Coppolino an option to
purchase 3,000,000 shares of common stock at an exercise price of $.02 per
share, with vesting as of the date of the grant.

Due to the severe liquidity problems in the Company, the Board of Directors has
authorized John Coppolino and Valerie Broadbent to enter into employment
agreements with Hollywood Partners. Mr. Coppolino's employment agreement with
the Company expired in September 2000. Mr. Coppolino has agreed to continue as
President of Vitafort. The Company and Mr. Coppolino are in discussions at this
time as to his compensation. The Company is in similar conversations with
Valerie Broadbent as to her compensation for continuing in her duties as
Corporate Secretary of Vitafort.

The following table sets forth certain information with respect to the
compensation paid by the Company to Messrs. Beychok, Coppolino and Rigaud and
Ms. Broadbent (the "named individuals") during 2000, 1999 and 1998:


                                       15


<PAGE>   16
                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                          All Other         Securities
Principal Position                                                                          Annual           Underlying
& Name                                   Year         Salary             Other           Compensation     Options / SARs
------------------                       ----      -------------        ---------        ------------     --------------
<S>                                      <C>       <C>                  <C>              <C>              <C>
Chairman of the Board (*)                2000      $ 185,000 (1)              -          $  33,801 (2)              -
Mark Beychok                             1999        150,000                  -             99,588 (3)      1,400,000
                                         1998        150,000                  -             28,317 (4)        650,000

President                                2000      $ 114,750 (5)              -          $  21,813 (6)              -
John Coppolino                           1999        120,000                  -            102,467 (7)      1,125,000
                                         1998        120,000                  -             19,003 (8)        400,000

Corporate Secretary                      2000      $  50,000 (9)              -          $   9,423 (10)             -
Valerie A. Broadbent                     1999         60,000                  -                  -            400,000
                                         1998         40,000                  -                  -             75,000

Acting CFO                               2000      $  70,136 (11)       $     -          $   6,000 (13)             -
Fred Rigaud                              1999         96,750              5,000 (12)         7,846 (14)       150,000
                                         1998              -                  -                  -                  -
</TABLE>


(*)     Mr. Beychok served as President and CEO until his resignations as
        President in December 1999 and as CEO in February 2000.

(1)     Mr. Beychok received $110,884 in compensation, and is in arrears $74,116
        in compensation due him.

(2)     Comprised of $15,600 car allowance and accrued vacation of $18,201. Mr.
        Beychok received $11,700 car allowance, and is in arrears $3,900 car
        allowance and $18,201 accrued vacation due him.

(3)     Comprised of $15,600 car allowance, accrued vacation of $8,988 and
        $75,000 as a successful litigation reward.

(4)     Comprised of $15,600 car allowance and accrued vacation of $12,717.

(5)     Mr. Coppolino received $78,066 in compensation, and is in arrears
        $27,184 in compensation due him.

(6)     Comprised of $12,000 car allowance and accrued vacation of $9,813. Mr.
        Coppolino received $9,500 car allowance, and is in arrears $9,813
        accrued vacation.

(7)     Comprised of $9,584 car allowance, accrued vacation of $41,348, plus
        $51,535 as a successful litigation reward.

(8)     Comprised of $9,000 car allowance and accrued vacation of $10,003.

(9)     Ms. Broadbent received $40,520 in compensation, and is in arrears $9,480
        in compensation due her.

(10)    Comprised of $9,423 accrued vacation. Ms. Broadbent is in arrears $9,423
        in accrued vacation due her.

(11)    Mr. Rigaud received $70,136 in compensation, and is in arrears $4,430 in
        accrued vacation due him.

(12)    A portion of Mr. Rigaud's salary was deferred in 1999 and used to
        exercise 50,000 options at $.10 per share in 2000.

(13)    Comprised of $6,000 car allowance. Mr. Rigaud has received $4,500 car
        allowance.

(14)    Comprised of $6,000 car allowance and accrued vacation of $1,846.


                                       16


<PAGE>   17
STOCK OPTION PLAN

Vitafort International Corporation

In 1995, the Company adopted the 1995 Stock Option Plan (the "1995 Plan")
pursuant to which 2,000,000 shares of Common Stock were reserved for issuance
upon the exercise of options. Under the terms of the Plan, all directors,
officers and key employees of, and consultants to, the Company and all its
subsidiaries are eligible for option grants. The Board determines, at its
discretion, which persons will receive option grants, the number of shares
subject to each option, the exercise price, which may not be less than the par
value of the shares subject to the option, except that in the case of ISO's, the
exercise price must be at least one hundred percent (100%) of the fair market
value of the optioned shares on the date of grant, or one hundred and ten
percent (110%) of such fair market value if the optionee is the owner of more
than ten percent (10%) of the total combined voting power of all classes of
voting stock of the Company (a "10% Holder"), and the term (which may not be
more than ten (10) years from the date of grant, or five (5) years in the case
of an ISO granted to a 10% holder) thereof. The Plans permit options granted
thereunder to be exercised by the tender of shares of common stock having a fair
market value equal to the exercise price of such option.

Options granted under the Plan may, at the discretion of the Board, be
exercisable upon the tender of cash equal in amount to the aggregate par value
of the shares covered by such options, together with a one-year note bearing
interest at the "applicable federal rate" (as defined in the Code) and providing
for a required prepayment upon any disposition of the acquired shares.

During 1995 Mr. Beychok was granted an aggregate of 687,500 options under the
Plan with an exercise price of $3.00. The exercise price of these options was
reduced to $0.91 in May 1997. In November 1998, the Company reduced the exercise
price of all outstanding options held by officers and directors to $.10, the
then market price of the Company's common stock.


Hollywood Partners.com, Inc.

        In September 1999, HP adopted a Stock Option Plan (the "Plan") initially
reserving an aggregate of 3,000,000 shares of HP's common stock (the "Available
Shares") for issuance pursuant to the exercise of stock options ("Options")
which may be granted to employees and consultants to HP.

        The Plan provides for the granting at the discretion of the Board of
Directors of both qualified incentive stock options and non-qualified stock
options. Consultants may receive only non-qualified stock options. The maximum
term of the stock options are three to five years and generally vest
proportionately throughout the term of the option.

There were no options granted to directors and officers in 2000.

The following chart sets forth the options granted to directors and officers as
of May 18, 2001:


                                       17


<PAGE>   18
<TABLE>
<CAPTION>
                                                Percent of
                             Number of             total
                            securities         options/SARs       Exercise
                            underlying          granted to        of base
                           options/SARs        Directors and        price        Expiration
Name                         granted         Officers in 2001     ($/Share)         Date
----                       -------------     ----------------     ---------         ----
<S>                        <C>               <C>                  <C>           <C>
Mark Beychok                5,000,000             50%               $0.02       January 2, 2011
John Coppolino              3,000,000             30%               $0.02       January 2, 2011
Benjamin Tabatchnick        1,000,000             10%               $0.02       January 2, 2011
Valerie Broadbent           1,000,000             10%               $0.02       January 2, 2011
</TABLE>


The following chart sets forth certain information with respect to
options/warrants exercised during 2000 and outstanding as of May 18, 2001 to the
named individuals:


<TABLE>
<CAPTION>
                                                                   Number of
                                                                   Securities       Value of Unexercised
                                                                   Underlying         In-the-Money
                                                                  Unexercised        Options/SAR's at
                              Shares                              Options/SARs           FY-End
                             Acquired                 Value       Exercisable/         Exercisable/
Name                        on Exercise              Realized     Unexercisable       Unexercisable
----                        -----------              --------     -------------     --------------------
<S>                         <C>                      <C>          <C>               <C>
Mark Beychok                        0                $    -0-      7,280,625/0           $ 0/$0

John Coppolino                      0                $    -0-      4,313,750/0           $ 0/$0

Benjamin Tabatchnick          150,000                $  3,000      1,275,000/0           $ 0/$0

Valerie Broadbent                   0                $    -0-      1,425,000/0           $ 0/$0

Fred Rigaud                    50,000                $  1,000        200,000/0           $ 0/$0
</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the ownership of the common stock by each
director and by entities or persons known to the Company to own beneficially in
excess of 5% of such stock and by all officers and directors as a group, as of
May 10, 2001. Except as otherwise indicated, all stockholders have sole voting
and investment power with respect to the shares listed as beneficially owned by
them, subject to the rights of spouses under applicable community property laws.


<TABLE>
<CAPTION>
Name and Address                    Number of Shares                        Percentage of
of Beneficial Owner                 of Common Stock                           Beneficial
Identity of Group                  Beneficially Owned                        Ownership
-----------------                  ------------------                       -------------
<S>                                <C>                                      <C>
Mark Beychok (1)                      7,855,431 (2)                            22.4 %

John Coppolino (1)                    4,516,250 (3)                            13.0 %

Benjamin Tabatchnick (1)              1,675,000 (4)                             5.0 %

Valerie A. Broadbent (1)              1,475,000 (5)                             4.0 %

Fred Rigaud (1)                         250,000 (6)                             0.0 %

Nikolas Konstant and                  7,000,000 (7)                            22.0 %
DYDX Consulting, LLC

All directors and officers
as a group. (5 persons)(2)(3)
(4)(5) and (6)                       15,771,681                                44.4 %
</TABLE>


                                       18


<PAGE>   19
(1) The address of these persons is 1800 Avenue of the Stars, Suite 480, Los
Angeles, California 90067.

(2) Includes (i) 130,625 shares underlying a currently exercisable option with
an exercise price of $0.10 per share expiring on December 16, 2003; (ii) 100,000
shares underlying a currently exercisable option, expiring September 15, 2003,
which has an exercise price of $0.10 per share; (iii) 100,000 shares underlying
a currently exercisable option with an exercise price of $0.10 which expires on
December 31, 2005; (iv) 100,000 shares underlying a currently exercisable option
with an exercise price of $.10 which expires on December 31, 2005; (v) 450,000
shares underlying a currently exercisable option with an exercise price of $0.10
per share expiring September 3, 2005; (vi) 1,400,000 shares underlying a
currently exercisable option with an exercise price of $.25 per share, expiring
October 21, 2004; (vii) 5,000,000 shares underlying a currently exercisable
option, with an exercise price of $.02 per share, expiring January 2, 2011; and
(viii) 574,806 shares currently issued through the exercise of options. Pursuant
to Board of Director action on January 3, 2001, the exercise price on all of Mr.
Beychok's options was reduced to $.02 per share and all options were made
exercisable as of that date.

(3) Includes (i) 188,750 shares underlying a currently exercisable option with
an exercise price of $0.10 per share expiring on September 19, 2002; (ii)
1,125,000 shares underlying a currently exercisable option with an exercise
price of $.25 per share, expiring on October 21, 2004; (iii) 3,000,000 shares
underlying a currently exercisable option, with an exercise price of $.02 per
share, expiring January 2, 2011; and (vii) 202,500 shares currently issued
through the exercise of options. Pursuant to Board of Director action on January
3, 2001, the exercise price on all of Mr. Coppolino's options was reduced to
$.02 per share and all options were made exercisable as of that date.

(4) Includes (i) 275,000 shares underlying a currently exercisable option with
an exercise price of $0.25 per share, expiring October 21, 2004; (ii) 1,000,000
shares underlying a currently exercisable option, with an exercise price of $.02
per share, expiring January 2, 2011; and (ii) 400,000 shares issued through the
exercise of options at $.10 per share. Pursuant to Board of Director action on
January 3, 2001, the exercise price on all of Mr. Tabatchnick's options was
reduced to $.02 per share and all of Mr. Tabatchnick's options were made
exercisable as of that date.

(5) Includes (i) 25,000 shares underlying a currently exercisable option with an
exercise price of $0.085 per share, expiring on October 29, 2003; (ii) 100,000
shares underlying a currently exercisable option with an exercise price of $0.33
expiring on July 1, 2004; (iii) 300,000 shares underlying a currently
exercisable option, with an exercise price of $0.25 per share, expiring on
October 21, 2004; (iv) 1,000,000 shares with a currently exercisable price of
$0.02 per share, expiring on January 2, 2011; and (v) 50,000 shares issued
through the exercise of options. Pursuant to Board of Director action on January
3, 2001, the exercise price on all of Ms. Broadbent's options was reduced to
$.02 per share and all options were made exercisable as of that date.

(6) Includes (i) 200,000 shares underlying a currently exercisable option with
an exercise price of $.25 per share expiring October 21, 2002; and (ii) 50,000
shares issued through the exercise of options. Pursuant to Board of Director
action on May 7, 2001, the exercise price on Mr. Rigaud's options was reduced to
$.02 per share.


                                       19


<PAGE>   20
(7) The number of shares beneficially owned is based on the Schedule 13D filed
with the Securities and Exchange Commission on January 3, 2001 by Nikolas
Konstant and DYDX Consulting, LLC ("DYDX"). Mr. Konstant and DYDX have shared
voting power on 1,813,795 shares.

The following table sets forth the ownership of the Series B Preferred Stock by
each director and by each entity or person known to the Company to own
beneficially in excess of 5% of such class of stock and by all officers and
directors as a group. To the Company's knowledge, all stockholders have sole
voting and investment power with respect to the shares listed as owned by them,
subject to applicable community property laws.


<TABLE>
<CAPTION>
                               Name and Address of                       Number of   Percentage
Title of Class                 Beneficial Owner                        Shares Owned   Of Class
--------------                 ----------------                        ------------  ----------
<S>                            <C>                                     <C>           <C>
Series B Preferred Stock       Thomas Von Ledersteger                      500           50%
                               23 Chemin des Meandres
                               CH-1287 Laconnex/GE, Switzerland


Series B Preferred Stock       Pictet et CIE                               500           50%
                               29 Boulevard Georges Favon
                               CH-1211 Geneva, Switzerland


Series B Preferred Stock       All officers and directors as a group        0            0%
                               (5 persons)

1997 Series A                  All officers and directors as a group        0            0%
Preferred Stock                (5 persons)
</TABLE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 22, 1999, the Company completed a series of agreements including a
Common Stock Purchase Agreement (the "CSPA"), dated as of December 30, 1998, by
and among the Company; Terra Healthy Living, Ltd, a B.V.I. corporation
("Terra"); Sovereign Partners, a Connecticut limited partnership ("Sov"); and
Dominion Capital Fund, Ltd., a Bahamian corporation ("Dom"). All of the
transactions contemplated by the CSPA were deemed to have occurred on December
31, 1998. Pursuant to the CSPA:

Terra acquired 2,712,843 shares of the Company's common stock from Sov and Dom
for $235,000. Such shares were issued upon the conversion by Sov and Dom of an
aggregate of 235 shares of the Company's 1997 Series A Convertible Preferred
Stock ("Series A Preferred").

The Company borrowed $2,065,000 from Terra pursuant to a Promissory Note With
Warrant and Registration Rights (the "Terra Note"). The Terra Note is a
five-year note bearing interest at 6% per annum. Interest on the Terra Note is
payable annually. The Terra Note provided for the issuance to Terra of a five
year warrant (the "Terra Warrant") for the purchase of 500,000 shares of the
Company's common stock at $.25 per share. The Terra Note further provides that
the first year's interest on the Terra Note shall be applied to the partial
exercise of the Terra Warrant. The Company and Terra have entered into a
Registration Rights Agreement requiring the registration under the Securities
Act of 1933, as amended (the "Act") of the securities issuable upon exercise of
the Terra Warrant.

The Company applied the $2,065,000 proceeds of the Terra Note to redeem all
1,351 remaining shares of Series A Preferred held by Sov and Dom as well as a
convertible debenture in the amount of $548,352 held


                                       20


<PAGE>   21
by Dom pursuant to an Agreement and Consent to Redeem Series A Preferred Stock
and Debentures (the "Redemption Agreement").

The aggregate of $2,300,000 paid by Terra in connection with its purchase of the
2,712,843 shares of the Company's common stock from Sov and Dom and in
connection with the Terra Note was satisfied through the delivery to Sov and Dom
of marketable securities having a value of $2,300,000. Under the CSPA, Terra
made certain assurances to Sov and Dom and assumed certain obligations to assure
that Sov and Dom would realize $2,300,000 on the sale of the marketable
securities including the delivery of additional securities to them.

The Company borrowed $300,000 from each of Sov and Dom pursuant to a
non-negotiable nine-month promissory note bearing interest at 8% per annum (the
"Sov Note" and the "Dom Note"). These notes provide for their repayment, at the
option of the Company, in free trading registered common stock which shall be
valued at the then market for such stock. The Sov Note and the Dom Note provide
for the issuance to each of Sov and Dom of 60,000 warrants which expire on
December 31, 2003, half of which are exercisable at $.40 and half of which are
exercisable at $.25. If the Company repays the Sov Note or the Dom Note with
common stock, then the exercise price of the $.25 warrant is reduced to $.01.
The Company entered into a Registration Rights Agreement with Sov and Dom.

The CSPA granted the Company the right to redeem up to 2,000,000 of the shares
of its common stock acquired by Terra through June 30, 2000 based upon a formula
related to the market price of the common stock at the time of conversion.

The Company issued 571,232 shares of its common stock to Sov in connection with
the prior conversion of 40 shares of Series A Preferred Stock.

The Company had employment agreements with Mark Beychok and John Coppolino, and
had employment agreements, consulting agreements and settlement agreements with
certain of its former officers. See "Management - Executive Compensation."

Due to the severe liquidity problems in the Company, the Board of Directors has
authorized John Coppolino and Valerie Broadbent to enter into employment
agreements with Hollywood Partners. Mr. Coppolino's employment agreement with
the Company expired in September 2000. Mr. Coppolino has agreed to continue as
President of Vitafort. The Company and Mr. Coppolino are in discussions at this
time as to his compensation. The Company is in similar conversations with
Valerie Broadbent as to her compensation for continuing in her duties as
Corporate Secretary of Vitafort.

Messrs. Beychok and Coppolino are directors of both the Company and of Hollywood
Partners, and Mr. Coppolino and Ms. Broadbent have employment agreements and are
officers of Hollywood Partners. Mr. Beychok has a consulting agreement with
Hollywood Partners. Payment on this consulting agreement is in arrears. Mr.
Beychok resigned as Chief Executive Officer of the Company in February 2000 and
is currently receiving his severance package from the Company; however, Mr.
Beychok is in arrears on receiving severance compensation due him. Mr. Beychok's
severance package with the Company has been extended for one year. Mr. Coppolino
and Ms. Broadbent are in arrears on receiving compensation due them from the
Company and from Hollywood Partners. Mr. Beychok has also loaned the Company
approximately $28,000 to help cover overhead expenses.

In March and April 2001, Mel Beychok, father of Mark Beychok, loaned the Company
money to help cover overhead expenses such as rent and telephones. As
consideration for the loan, Mr. Mel Beychok has received a convertible debenture
for up to $20,000 that converts into equity at Mel Beychok's option at one cent
($.01) per share.

In December 1998, the Company sold 1,000,000 shares to Terra Healthy Living,
Ltd., a principal stockholder, for $250,000 (or $.25 per share) which was paid
by delivery to the Company of marketable


                                       21


<PAGE>   22
securities. The Company believes that the price paid for such shares was no less
favorable to the Company than that which would have been paid by an unaffiliated
purchaser.

In 1999, the Company issued 1,235,857 shares of the Company's common stock in
repayment of $543,775 of the Terra note. The remaining balance of $1,521,225 was
forgiven by Terra and was recorded as a contribution to capital by the Company,
net of the related non-cash unamortized financing cost.


                                       22


<PAGE>   23
                                     PART IV

ITEM 13: EXHIBITS LIST

(a)         The following exhibits are submitted herewith:

        3.l     Certificate of Incorporation of Registrant(i)

        3.2     By-laws of Registrant(i)

        3.3     Agreement and Plan of Merger between the Registrant and Vitafort
                International Corporation, a California corporation(i)

        3.4     Certificate of Designation -- Series A Preferred Stock(v)

        3.5     Certificate of Designation -- Series B Preferred Stock(v)

        3.6     Certificate of Amendment to the Certificate of Incorporation,
                November 1991(v)

        3.7     Certificate of Designation -- Series C Preferred Stock(v)

        3.8     Certificate of Amendment to the Certificate of Incorporation,
                filed February 8, 1994 (vi)

        3.9     Certificate of Designation - Series D Preferred Stock(vi)

        3.10    Certificate of Amendment to the Registrant's Certificate of
                Incorporation, filed November, 1995. Incorporated by reference
                to Exhibit 4.10 filed with the Registrant's Registration
                Statement on Form S-8 filed January 25, 1996 File Number
                33-300435 (the "January 1996 S-8").

        3.11    Certificate of Elimination - Series A Preferred Stock.
                Incorporated by reference to Exhibit 4.24 to the Registrant's
                Registration Statement on Form S-8 Filed May 22, 1996 File
                Number 333-04271 (the "May 1996 S-8").

        3.12    Certificate of Elimination - Series D Preferred Stock.
                Incorporated by reference to Exhibit 4.25 to the May 1996 S-8.

        3.13    Certificate of Amendment to the Registrant's Certificate of
                Incorporation, filed October 4, 1996. Incorporated by reference
                to Exhibit 4.29 to the Registrant's Registration Statement on
                Form S-8 Filed December 12, 1996, File Number 333-17763 (the
                "December 1996 S-8").

        3.14    Amended Certificate of Designation of the Registrant's 1997
                Series A Preferred Stock filed May 1997 (ix)

        3.15    Amended Certificate of Designation of the Registrant's 1997
                Series A Preferred Stock filed March 1998 (xii)

        3.16    Amended Certificate of Designation of the Registrant's 1997
                Series A Preferred Stock filed October 1998 (xiii)

        3.17    Convertible Debenture dated August 1998 (xiii)

        4.1     Specimen Stock Certificate. Incorporated by reference to Exhibit
                4.1 Filed with the Registrant's Annual Report on Form 10K-SB for
                the Year ended December 31, 1996 (the "1996 10K-SB")

        4.2     Specimen Redeemable Common Stock Purchase Warrant(i)

        4.3     Form of Warrant Agreement(i)

        4.4     Proposed form of Underwriters Warrant Agreement(i)

        4.5

        4.6     Warrant Extension Agreement, December 18, 1992(v)

        4.7     Warrant Extension Agreement, December 18, 1994(vi)

        4.8     Warrant Extension Agreement, January 18, 1995(vi)

        4.9     Warrant Extension Agreement, April 3, 1995(vi)

        4.10    Warrant Extension Agreement, May 3, 1995. Incorporated by
                reference to Exhibit 4.18 to the January 1996 S-8.

        4.11    Warrant Extension Agreement, June 15, 1995. Incorporated by
                reference to Exhibit 4.19 to the January 1996 S-8.

        4.12    Warrant Extension Agreement, July 17, 1995. Incorporated by
                reference to Exhibit 4.20 to the January 1996 S-8.


                                       23


<PAGE>   24
        4.13    Warrant Extension Agreement, August 16, 1995. Incorporated by
                reference to Exhibit 4.21 to the January 1996 S-8.

        4.14    Warrant Extension Agreement, December 31, 1995. Incorporated by
                reference to Exhibit 4.21 to the January 1996 S-8.

        4.15    Warrant Extension Agreement, April 30, 1996. Incorporated by
                reference to Exhibit 4.23 to the May 1996 S-8.

        4.16    Warrant Extension Agreement, July 31, 1996. Incorporated by
                reference to Exhibit 4.26 to the December 1996 S-8.

        4.17    Warrant Extension Agreement, September 30, 1996. Incorporated by
                reference to Exhibit 4.27 to the December 1996 S-8.

        4.18    Warrant Extension Agreement, November 11, 1996. Incorporated by
                reference to Exhibit 4.28 to the December 1996 S-8.

        4.19    Warrant Extension Agreement, April 15, 1997. Incorporated by
                reference to Exhibit 4.19 to the 1996 10K-SB.

        4.20    Warrant Extension Agreement, October 31, 1997.(x)

        10.1    Loan Agreement, dated August 19, 1988, between the Registrant
                and Bishop Capital, L.P. and promissory note in the principal
                amount of $150,000(i)

        10.2    License Agreement, dated April 25, 1986, between the Registrant
                and Crystal Geyser Water Registrant and amendment, dated January
                7, 1988(i)

        10.3    Demand Promissory Note, dated July 10, 1987, from Registrant to
                Joseph R. Daly in the principal amount of $300,000 and
                Modification, dated October 11, 1989(i)

        10.4    License Agreement, dated as of October 9, 1987, between the
                Registrant and Good Health Beverage, Inc. and amendment, dated
                November 23, 1988(i)

        10.5    Product Development Agreement, dated as of January 21, 1988,
                between the Registrant and International Multifoods, Inc.(i)

        10.6    Beverage Agreement, dated as of October 31, 1988, between the
                Registrant and PowerBurst Corporation(i)

        10.7    Amended and Restated Agreement, dated August 2, 1989, between
                the Registrant and Vitafort Far East Co., Ltd.(i)

        10.8    Agreement, dated August 11, 1989, between Barry Saltzman, MD.
                and Yoshio Tanaka(i)

        10.9    Lease, dated June 13, 1988, between Registrant and Shelterpoint
                Equities, Ltd. for offices at 591 Redwood Highway, Mill Valley,
                California(i)

        10.10   Agreement, dated July 25, 1989, between Nutrifish Corporation
                and Mt. Lassen Trout Farms(i)

        10.11   Salmon Rondelles Joint Development and Marketing Agreement,
                dated as of September 18, 1989, between Nutrifish Corporation
                and Norwegian Seafoods, Inc.(i)

        10.12   Whole Salmon Joint Development and Marketing Agreement, dated as
                of September 26, 1989, between Nutrifish Corporation and
                Norwegian Seafoods, Inc.(i)

        10.13   Employment Agreement, dated September 13, between the Registrant
                and Barry K. Saltzman(i)

        10.14   Employment Agreement, dated September 13, between the Registrant
                and Jeffrey Lewenthal(i)

        10.15   The Registrant's 1989 Stock Option Plan(i)

        10.16   Stock Option Agreement, dated as of July 17, 1989 between the
                Registrant and Jeffrey Lewenthal(i)

        10.17   Secrecy Agreement, dated as of May 2, 1986, between the
                Registrant and Hoffman-LaRoche, Inc.(i)

        10.18   Joint Venture Agreement, dated September 29, 1989, between the
                Registrant and Agrolife Technologies, Inc.(i)

        10.19   Consulting Agreement, dated September 13, 1989, between the
                Registrant and Randall S. Reis(i)

        10.20   Loan Agreement, dated June 15, 1989, between Union Bank and
                Joseph R. Daly(i)

        10.21   Form of Employee Confidentiality Agreement.(ii)


                                       24


<PAGE>   25
        10.23   Form of Escrow Agreement by and among the Registrant, Gilford
                Securities Corp., and certain stockholders of Registrant(i)

        10.24   Promissory Note, made November 21, 1989, by Nutrifish
                Corporation and payable to Joseph R. Daly(i)

        10.25   Right of First Refusal Agreement, dated November 21, 1989,
                between Nutrifish Corporation and Joseph R. Daly(i)

        10.26   Production License Agreement for Nutrifish Norwegian Salmon,
                dated February 2, 1990, between Nutrifish Corporation and
                Norwegian Seafoods, Inc.(ii)

        10.27   Test Market Agreement, dated December 19, 1989, between
                International Multifoods Corporation and the Registrant.(ii)

        10.28   Amendment, dated as of December 19, 1989, to the Product
                Development Agreement between International Multifoods
                Corporation and the Registrant.(ii)

        10.29   Consulting Agreement, dated February 21, 1990, between the
                Registrant and Joseph R. Daly.(ii)

        10.30   License Agreement between the Registrant and Nulaid Foods, Inc.,
                dated April 30, 1990.(ii)

        10.31   License Agreement between the Registrant and Vitafort Latin
                America, dated July 30, 1990.(ii)

        10.32   Termination Agreement between the Registrant and Jeffrey D.
                Lewenthal, dated September 12, 1990.(ii)

        10.33   Settlement Agreement and Full Release between Nicholas J. Caputo
                and Registrant, dated October 4, 1990.(ii)

        10.34   Employment Agreement between the Registrant and Stephen D. Clow,
                dated December 1, 1990.(ii)

        10.35   Employment Agreement between the Registrant and Frank A.
                Corsini, dated January 2, 1991.(ii)

        10.36   Stock Option Agreement between the Registrant and Stephen D.
                Clow, dated January 2, 1991.(ii)

        10.37   Stock Option Agreement between the Registrant and Frank A.
                Corsini, dated January 2, 1991.(ii)

        10.38   Letter Agreement, dated February 1, 1991, amending Consulting
                Agreement between the Registrant and Joseph R. Daly.(ii)

        10.39   Letter Agreement, dated March 12, 1991, between the Registrant
                and Joseph R. Daly regarding debt reorganization.(ii)

        10.40   Consulting Agreement between Norman Kretchmer, MD., Ph.D., and
                the Registrant, dated December 20, 1988.(ii)

        10.41   Settlement Agreement between the Registrant and PowerBurst
                Corporation, dated September 23, 1991.(ii)

        10.42   Subscription Agreement between the Registrant and Societe
                Anonyme Financier Industrielle et Garantie, dated November 1,
                1991. Incorporated by reference to Exhibit 1 to the Registrant's
                Report on Form 8-K dated November 1, 1991.

        10.43   Exclusive Distribution Agreement between Registrant and Chicago
                Fish House, dated June 13, 1991.(ii)

        10.44   Larry Lucas Settlement Agreement, dated March 25, 1993.(v)

        10.45   Frank Corsini, Separation Agreement, dated May 18, 1993.(v)

        10.46   Agreement dated October 5, 1993 between the Registrant and
                Second Nature Technologies, Inc.(iii)

        10.47   Food and Beverage Technology Agreement(iii)

        10.48   Asset Purchase and Sale Agreement, dated as of June 7, 1993 by
                and among Crystal Clear Farms, Inc., a Maine corporation, the
                Registrant and Salmon Distribution Subsidiary, Inc. a Maine
                corporation which was formerly known as Crystal Clear Farms,
                Inc.(iv)

        10.49   Temporary Operating Agreement dated June 7, 1993 by and among
                Samuel L. Thompson & Associates, Inc., a Maine corporation, the
                Registrant and Crystal Clear Farms, Inc. a Maine corporation
                (now known as Salmon distribution Subsidiary, Inc.)(iv)


                                       25


<PAGE>   26
        10.50   Non-Competition Agreement dated July 27, 1993 by and between the
                Registrant and Crystal clear farms, Inc., a Maine
                corporation.(iv)

        10.51   Employment Agreement dated as of November 29, 1993, between the
                Registrant and Steven Westlund. Incorporated by reference to
                exhibit 99.01 to Form S-8 filed by the Registrant on March 4,
                1994 (the "1994 S-8").

        10.52   Stock Option Agreement dated as of November 29, 1993 between the
                Registrant and Steven Westlund. Incorporated by reference to
                exhibit 99.02 to the 1994 S-8.

        10.53   Stock Option Agreement dated as of September 15, 1993 between
                the Registrant and Steven Westlund. Incorporated by reference to
                exhibit 99.03 to 1994 S-8.

        10.54   Employment Agreement dated as of November 29, 1993 between the
                Registrant and Peter Benz. Incorporated by reference to exhibit
                99.04 to 1994 S-8.

        10.55   Stock Option Agreement dated as of November 29, 1993 between the
                Registrant and Peter Benz. Incorporated by reference to exhibit
                99.05 to 1994 S-8.

        10.56   Employment Agreement dated as of November 29, 1993 between the
                Registrant and Mark Beychok. Incorporated by reference to
                exhibit 99.06 to the 1994 S-8.

        10.57   Stock Option Agreement dated as of November 29, 1993 between the
                Registrant and Mark Beychok. Incorporated by reference to
                exhibit 99.07 to the 1994 S-8.

        10.58   Stock Option Agreement dated as of September 15, 1993 between
                the Registrant and Mark Beychok. Incorporated by reference to
                exhibit 99.08 to the 1994 S-8.

        10.59   Consulting Agreement dated as of November 29, 1993 between the
                Registrant and Herman Jacobs. Incorporated by reference to
                exhibit 99.09 to the 1994 S-8.

        10.60   Stock Option Agreement dated as of November 29, 1993 between the
                Registrant and Herman Jacobs. Incorporated by reference to
                exhibit 99.10 to the 1994 S-8.

        10.61   Vitafort International Corporation 90 Day Operating Plan.
                Incorporated by reference to exhibit 99.21 to the 1994 S-8.

        10.62   Stock Option Agreement, dated September 15, 1993, between the
                Registrant and Stanley J. Pasarell. Incorporated by reference to
                exhibit 99.22 to the 1994 S-8.

        10.63   Separation and Release Agreement, dated as of December 1, 1994,
                between the Registrant and Peter Benz.(vi)

        10.64   Letter Agreement, dated September 14, 1995, between the
                Registrant and Peter T. Benz. Incorporated by reference to the
                like numbered exhibit to the Registrant's Form 10-KSB for the
                year ended December 31, 1995.

        10.65   Consulting Agreement and Mutual Release, dated as of March 1,
                1995, between the Registrant and Steven R. Westlund.
                Incorporated by reference to the like numbered exhibit to the
                Registrant's Form 10-KSB for the year ended December 31, 1995.

        10.66   Letter Agreement, dated November 30, 1995, between the
                Registrant and Steven Westlund. Incorporated by reference to the
                like numbered exhibit to the Registrant's Form 10-KSB for the
                year ended December 31, 1995.

        10.67   The Vitafort International Corporation 1995 Stock Option Plan.
                Incorporated by reference to exhibit 99.01 to the January 1996
                S-8.

        10.68   Form of Option granted to directors under The Vitafort
                International Corporation 1995 Stock Option Plan and schedule of
                grants to directors. Incorporated by reference to exhibit 99.02
                to the January 1996 S-8.

        10.69   Employee Option granted to Mark Beychok under The Vitafort
                International Corporation 1995 Stock Option Plan. Incorporated
                by reference to exhibit 99.03 to the January 1996 S-8.

        10.70   Amendment, dated December 16, 1995, to the Employment Agreement
                between the Registrant and Mark Beychok. Incorporated by
                reference to exhibit 99.10 to the January 1996 S-8.

        10.71   Option Agreement, dated December 16, 1995, between the
                Registrant and Mark Beychok. Incorporated by reference to
                exhibit 99.11 to the January 1996 S-8.

        10.72   Conversion Agreement, dated as of December 30, 1995, between the
                Registrant and Mark Beychok. Incorporated by reference to
                exhibit 99.20 to the January 1996 S-8.


                                       26


<PAGE>   27
        10.73   Class A Option Agreement, dated as of December 30, 1995, between
                the Registrant and Mark Beychok. Incorporated by reference to
                exhibit 99.21 to the January 1996 S-8.

        10.74   Class B Option Agreement, dated as of December 30, 1995, between
                the Registrant and Mark Beychok. Incorporated by reference to
                exhibit 99.22 to the January 1996 S-8.

        10.75   Conversion Agreement, dated as of March 26, 1996, between the
                Registrant and John Coppolino. Incorporated by reference to
                Exhibit 9.18 to the May 1996 S-8.

        10.76   Class A Option Agreement, dated as of March 26, 1996, between
                the Registrant and John Coppolino. Incorporated by reference to
                Exhibit 9.19 to the May 1996 S-8.

        10.77   Class B Option Agreement, dated as of March 26, 1996, between
                the Registrant and John Coppolino. Incorporated by reference to
                Exhibit 9.20 to the May 1996 S-8.

        10.78   Employment Agreement, between the Registrant and John Coppolino.
                Incorporated by reference to Exhibit 10.78 to the 1996 Form
                10-KSB.

        10.79   Foreclosure Purchase Agreement related to the Acquisition of
                assets of Auburn Farms, Inc. Incorporated by reference to
                Exhibit 1 to the Registrant's Form 8-K, dated May 2, 1996.

        10.80   Loan and Security Agreement, dated August 15, 1996, between the
                Registrant and Coast Business Credit, a division of Southern
                Pacific Thrift & Loan Association. Incorporated by reference to
                Exhibit 1 to the Registrant's Form 8-K, dated August 15, 1996.

        10.81   Agreement, dated as of July 10, 1996, between the Registrant and
                Second Nature Technologies, Inc. Incorporated by reference to
                Exhibit 10.81 to the 1996 Form 10-KSB.

        10.82   Employment Agreement dated June 16, 1997 between Jack Spencer
                and the Registrant. Incorporated by reference to Exhibit 10.12
                of the Registrant's Form SB-2 filed July 23,1997

        10.83   Agreement, dated April 1997, between the Registrant and ATCOLP
                Investment Partners, a California Limited Partnership.
                Incorporated by reference to the Registrant's Form SB-2 filed
                July 23, 1997

        10.84   Employment Agreement dated September 1997 between the Registrant
                and Mark Beychok.(x)

        10.85   Employment Agreement dated September 1997 between the Registrant
                and John Coppolino.(x)

        10.86   Subscription Agreement with Global International Sourcing, Inc.,
                a Nevada corporation (xii)

        10.87   Administrative Services Agreement dated October 1, 1999 between
                the Registrant and Hollywood Partners.com, Inc. (xiv)

        10.88   Distribution Agreement dated October 1, 1999 between the
                Registrant and Hollywood Partners.com, Inc. (xiv)

        22.     Subsidiaries of the Registrant: Global International Sourcing,
                Inc. (xii)

        23.1    Consent of Merdinger Fruchter Rosen & Corso LLP (filed herewith)


(i)     Incorporated by reference to the same numbered exhibit to the
        Registrant's Registration Statement on Form S-18, file number 33-31883.

(ii)    Incorporated by reference to the same numbered exhibit to the
        Registrant's December 31, 1990 and 1989 Form 10-K's.

(iii)   Incorporated by reference to exhibits 1 & 2 to the Registrant's
        September 30, 1993 Form 10-QSB.

(iv)    Incorporated by reference to exhibits 1 through 4 to the Registrant's
        August 7, 1993 Form 8-K.

(v)     Incorporated by reference to the same numbered exhibit to the
        Registrant's December 31, 1993 Form 10-KSB.

(vi)    Incorporated by reference to the same numbered exhibit to the
        Registrant's December 31, 1994 Form 10-KSB.

(vii)   Incorporated by reference to the same numbered exhibit to the
        Registrant's December 31, 1995 Form 10-KSB.


                                       27


<PAGE>   28
(viii)  Incorporated by reference to the same numbered exhibit to the
        Registrant's December 31, 1996 Form 10-KSB.

(ix)    Incorporated by reference to the same numbered exhibit to the
        Registrant's December 31, 1997 Form 10-KSB.

(x)     Incorporated by reference to the same numbered exhibit to the
        Registrant's January 14, 1998 Form SB-2/A.

(xi)    Incorporated by reference to the same numbered exhibit to the
        Registrant's June 24, 1998 Form SB-2/A.

(xii)   Incorporated by reference to the same numbered exhibit to the
        Registrant's August 14, 1998 Form SB-2/A.

(xiii)  Incorporated by reference to the same numbered exhibit to the
        Registrant's November 12, 1998 Form SB-2/A.

(xiv)   Incorporated by reference to the same numbered exhibit to the
        Registrant's December 31, 1999 Form 10-KSB.

(b)     Reports on Form 8-K.

        There were no reports on Form 8-K filed during the fourth quarter ended
December 31, 2000.


                                       28


<PAGE>   29
        SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act,
the Registrant has caused this report to be signed on its behalf by the
undersigned, thereby, duly authorized.

VITAFORT INTERNATIONAL CORPORATION


By:       /s/ John Coppolino
       -------------------------------
          John Coppolino, President

Los Angeles, California
Date:  May 21, 2001


Pursuant to the requirements of the Exchange Act, this report has been duly
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
Name                                   Title(s)                                 Date
----                                   --------                                 ----
<S>                                    <C>                                      <C>
     /s/   Mark Beychok                Chairman of the Board                    May 21, 2001
-------------------------------
           Mark Beychok


     /s/   John Coppolino               Director and President                  May 21, 2001
-------------------------------         (Principal Executive Officer)
           John Coppolino


     /s/   Fred Rigaud                  Acting Chief Financial Officer          May 21, 2001
-------------------------------         (Principal Accounting Officer)
           Fred Rigaud


     /s/   Benjamin Tabatchnick         Director                                May 21, 2001
-------------------------------
           Benjamin Tabatchnick
</TABLE>


                                       29


<PAGE>   30
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
INDEX                                                                           Page
                                                                                Number
                                                                                ------
<S>                                                                             <C>
Independent Auditors' Report                                                    F2


Consolidated Balance Sheets                                                     F3 - F4


Consolidated Statements of Operations                                           F5


Consolidated Statement of Stockholders' Equity (Deficit)                        F6


Consolidated Statements of Cash Flows                                           F7-F8


Notes to Consolidated Financial Statements                                      F9 - F32
</TABLE>


                                      F-1


<PAGE>   31
                          Independent Auditors' Report

To the Board of Directors and Stockholders of
Vitafort International Corporation:

We have audited the accompanying consolidated balance sheet of Vitafort
International Corporation and Subsidiaries as of December 31, 2000, and the
related consolidated statements of operations, stockholders' equity (deficit),
and cash flows for the year then ended. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit. The accompanying financial statements of Vitafort International
Corporation and Subsidiaries as of December 31, 1999, were audited by other
auditors whose report, thereon dated April 10, 2000, expressed an unqualified
opinion on those statements, and included an explanatory paragraph regarding the
Company's ability to continue as a going concern.

We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the 2000 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Vitafort
International Corporation and Subsidiaries at December 31, 2000, and the
consolidated results of their operations and their cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has suffered recurring losses
from operations and has a working capital deficit which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


                                    MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                                    Certified Public Accountants

Los Angeles, California
May 21, 2001


                                      F-2


<PAGE>   32
                 VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                    December 31,
                                                              ----------------------------
                                                                  2000             1999
                                                              -----------      -----------
<S>                                                           <C>              <C>
    ASSETS
Current assets
  Cash and cash equivalents                                   $    22,632      $ 1,119,153
  Marketable securities                                                 -          536,667
  Accounts receivable, less allowance
    for doubtful accounts of $110,376 and $63,782                   4,338          139,137
  Inventory                                                             -          585,407
  Prepaid expenses and other current assets                        70,899          724,136
                                                              -----------      -----------

    Total Current Assets                                           97,869        3,104,500

Equipment, net of accumulated depreciation
of $370,659 and 305,434                                           167,239          180,827

  Intangible assets, net of accumulated amortization
   of $0 and $96,297                                                    -          526,856

  Other assets                                                        875          138,006
                                                              -----------      -----------

  Total Assets                                                $   265,983      $ 3,950,189
                                                              ===========      ===========
</TABLE>


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


                                      F-3


<PAGE>   33
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)


<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                                                                             December 31,
                                                                                    -------------------------------
    LIABILITIES                                                                         2000               1999
                                                                                    ------------       ------------
<S>                                                                                 <C>                <C>
Current liabilities
  Notes payable                                                                     $    260,694       $    392,209
  Accounts payable                                                                       738,360            836,500
  Accrued expenses                                                                     1,042,681            469,533
  Capital lease obligation                                                                12,479                  -
                                                                                    ------------       ------------
    Total Current Liabilities                                                          2,054,214          1,698,242

Capital lease obligation-long term                                                        15,307                  -
Notes payable-long term                                                                        -             26,331
                                                                                    ------------       ------------
Total  liabilities                                                                     2,069,521          1,724,573
                                                                                    ------------       ------------

Commitments and contingencies                                                                  -                  -

Minority Interest                                                                              -            654,151
                                                                                    ------------       ------------

STOCKHOLDERS' EQUITY/(DEFICIT)
  Series B, 10% cumulative convertible preferred stock, $.01 par value;
     authorized 110,000 shares; issued and outstanding 1,000 shares, aggregate
     liquidation preference of $50,000                                                        10                 10
  Series C, convertible preferred stock, $.01 par value;
     authorized 450 shares; issued and outstanding 50 shares,
     aggregate liquidation preference of $50,000                                               1                  1

  Common stock, $.0001 par value; authorized 30,000,000 shares;
  issued and outstanding 20,986,788 and 17,487,288 shares                                  2,099              1,749

  Additional paid-in capital                                                          29,799,053         28,398,646

  Accumulated deficit                                                                (31,604,701)       (26,828,941)
                                                                                    ------------       ------------

  Total Stockholders' Equity (Deficit)                                                (1,803,538)         1,571,465
                                                                                    ------------       ------------


  Total Liabilities and Stockholders' Equity (Deficit)                              $    265,983       $  3,950,189
                                                                                    ============       ============
</TABLE>


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


                                      F-4


<PAGE>   34
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                           For the Year Ended December 31,
                                                                                         ----------------------------------
                                                                                            2000                  1999
                                                                                         ------------          ------------
<S>                                                                                      <C>                   <C>
Net revenues                                                                             $    881,977          $  2,451,531

Cost of sales                                                                               1,195,634             1,911,676
                                                                                         ------------          ------------

      Gross profit (loss)                                                                    (313,657)              539,855
                                                                                         ------------          ------------

Operating expenses
  Research and development                                                                     41,105               104,615
  Sales and marketing                                                                       1,890,908             2,152,665
  General and administrative                                                                3,766,860             2,576,844
                                                                                         ------------          ------------
    Total operating expenses                                                                5,698,873             4,834,124
                                                                                         ------------          ------------

    Loss from operations                                                                   (6,012,530)           (4,294,269)
                                                                                         ------------          ------------

Other income (expense)
  Interest income                                                                              20,351                 8,239
  Interest expense                                                                            (29,117)             (366,609)
  Gain on exchange of subsidiary stock                                                        400,000             1,521,482
  Litigation recovery, net of costs                                                                --             1,256,632
  Impairment of intangible assets                                                            (526,856)                   --
  Other income  (expense)                                                                     (42,910)               69,518
                                                                                         ------------          ------------
    Total other income (expense)                                                             (178,532)            2,489,262
                                                                                         ------------          ------------

Loss before provision for income taxes, minority
  interest and extraordinary item                                                          (6,191,062)           (1,805,007)

Provision for income taxes                                                                     (6,400)               (3,534)
                                                                                         ------------          ------------

Loss before minority interest and extraordinary item                                       (6,197,462)           (1,808,541)

  Minority interest in Hollywood Partners.Com                                               1,208,411               364,341
                                                                                         ------------          ------------

Loss before extraordinary item                                                             (4,989,051)           (1,444,200)

Extraordinary item - forgiveness of debt, net of taxes                                        213,291               385,609
                                                                                         ------------          ------------

Net loss                                                                                 $ (4,775,760)         $ (1,058,591)
                                                                                         ============          ============

NET LOSS PER SHARE
Net loss per common share, before extraordinary item                                     $      (0.24)         $      (0.10)
Extraordinary item                                                                       $       0.01          $       0.03
                                                                                         ------------          ------------
Basic and diluted net loss per common share                                              $      (0.23)         $      (0.07)
                                                                                         ============          ============

Weighted average shares of common stock - basic and diluted                                20,707,002            14,465,803
                                                                                         ============          ============
</TABLE>



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



                                      F-5
<PAGE>   35
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999



<TABLE>
<CAPTION>
                                                           Series B              Series C
                                                          Convertible           Convertible
                                                        Preferred Stock       Preferred Stock                 Common Stock
                                                      -------------------     -----------------        ------------------------
                                                      Shares       Amount     Shares     Amount          Shares           Amount
                                                      ------       ------     ------     ------        ----------         ------
<S>                                                   <C>          <C>        <C>        <C>           <C>                <C>
Balance,  January 1, 1999                              1,000         $10         50         $1         12,056,428         $1,206

Exercise of stock options                                 --          --         --          -          3,698,687            370

Issuance of common stock for debt                         --          --         --          -          1,732,173            173

Issuance of options                                       --          --         --          -                 --             --

Contribution to paid-in capital of Hollywood
    Partners.com, Inc.                                    --          --         --          -                 --             --

Contribution to paid-in capital by shareholder            --          --         --          -                 --             --

Net loss                                                  --          --         --          -                 --             --
                                                       -----         ---         --         --         ----------         ------

Balance, December 31, 1999                             1,000          10         50          1         17,487,288          1,749


Exercise of options and warrants                          --          --         --          -          2,212,000            221

Issuance of common stock for cash                         --          --         --          -          1,275,000            128

Issuance of common stock for services                     --          --         --          -             12,500              1

Contribution to paid-in capital of Hollywood
    Partners.com, Inc.                                    --          --         --          -                 --             --

Net loss                                                  --          --         --          -                 --             --
                                                       -----         ---         --         --         ----------         ------

Balance, December 31, 2000                             1,000         $10         50         $1         20,986,788         $2,099
                                                       =====         ===         ==         ==         ==========         ======
</TABLE>



<TABLE>
<CAPTION>
                                                           Additional                                    Total
                                                             Paid-In            Accumulated          Stockholders'
                                                             Capital              Deficit           Equity(Deficit)
                                                          ------------          ------------        --------------
<S>                                                       <C>                   <C>                 <C>
Balance,  January 1, 1999                                 $ 24,064,868          $(25,770,350)         $(1,704,265)

Exercise of stock options                                      552,336                    --              552,706

Issuance of common stock for debt                              680,839                    --              681,012

Issuance of options                                            423,306                    --              423,306

Contribution to paid-in capital of Hollywood
    Partners.com, Inc.                                       1,376,372                    --            1,376,372

Contribution to paid-in capital by shareholder               1,300,925                    --            1,300,925

Net loss                                                                          (1,058,591)          (1,058,591)
                                                          ------------          ------------          -----------

Balance, December 31, 1999                                  28,398,646           (26,828,941)           1,571,465


Exercise of options and warrants                               440,804                    --              441,025

Issuance of common stock for cash                              506,122                    --              506,250

Issuance of common stock for services                           34,199                    --               34,200

Contribution to paid-in capital of Hollywood
    Partners.com, Inc.                                         419,282                    --              419,282

Net loss                                                            --            (4,775,760)          (4,775,760)
                                                          ------------          ------------          -----------

Balance, December 31, 2000                                $ 29,799,053          $(31,604,701)         $(1,803,538)
                                                          ============          ============          ===========
</TABLE>



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



                                      F-6
<PAGE>   36
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                         For the Year Ended
                                                                                              December 31,
                                                                                    --------------------------------
                                                                                       2000                 1999
                                                                                    -----------          -----------
<S>                                                                                 <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                        $(4,775,760)         $(1,058,591)
    Gain on exchange of subsidiary stock                                                     --           (1,521,482)
    Extraordinary gain on extinguishment of debt                                       (613,291)            (385,609)
    Impairment of intangible assets                                                     526,856                   --
    Depreciation and amortization                                                        65,225               63,463
    Allowance for doubtful accounts                                                      46,594               43,479
    Loss on sale of securities                                                          160,995                   --
    Stock issued  for services                                                           34,200              564,594
    Minority interest in consolidated subsidiary                                       (234,869)            (364,341)
    Other                                                                                    --             (102,060)
Adjustments to reconcile net loss to net cash used in operating activities:
      Changes in certain assets and liabilities:
        Accounts receivable                                                              88,205              746,391
        Inventory                                                                       585,407             (388,805)
        Prepaid expenses and other current assets                                       653,237             (255,344)
        Other assets                                                                    137,131             (160,175)
        Accounts payable and payroll taxes payable                                      115,151              243,339
        Accrued expenses                                                                573,148              708,995
                                                                                    -----------          -----------
          Net cash used in operating activities                                      (2,637,771)          (1,866,148)
                                                                                    -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of computer equipment                                                        (51,637)            (151,646)
  Purchase of marketable securities                                                          --           (1,000,000)
  Proceeds from sale of marketable securities                                           375,672              681,570
                                                                                    -----------          -----------
         Net cash provided by (used in) investing activities                            324,035             (470,076)
                                                                                    -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of stock                                                       506,250              125,000
  Proceeds from issuance of preferred stock                                                  --              300,000
  Proceeds from exercise of options and warrants                                        441,025                   --
  Contribution to equity of subsidiary by shareholders                                       --            2,000,000
  Proceeds from convertible notes payable                                                    --              375,000
  Repayment of convertible notes payable                                                     --             (375,000)
  Repayment of notes payable-bank                                                            --             (283,690)
  Proceeds from capital lease, net                                                       27,786              822,553
  Proceeds form notes payable                                                           400,000                   --
  Repayment of notes payable-other                                                     (157,846)            (412,135)
                                                                                    -----------          -----------
         Net cash provided by  financing activities                                   1,217,215            2,551,728
                                                                                    -----------          -----------
</TABLE>


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



                                      F-7
<PAGE>   37
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


<TABLE>
<CAPTION>
                                                                                         For the Year Ended
                                                                                              December 31,
                                                                                     -----------------------------
                                                                                        2000               1999
                                                                                     ----------         ----------
<S>                                                                                  <C>                <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     (1,096,521)           215,504

CASH AND CASH EQUIVALENTS - BEGINNING                                                 1,119,153            903,649
                                                                                     ----------         ----------

CASH AND CASH EQUIVALENTS - ENDING                                                   $   22,632         $1,119,153
                                                                                     ==========         ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                                                                         $       --         $  366,609
                                                                                     ==========         ==========
    Income taxes                                                                     $       --         $    3,534
                                                                                     ==========         ==========

SUPPLEMENTAL DISCLOSURE OF NON-CASH,
  INVESTING AND FINANCING ACTIVITIES:
    Stock issued for accounts and notes payable                                      $       --         $  208,197
                                                                                     ==========         ==========

    Stock issued for prepaid consulting services                                     $       --         $   38,619
                                                                                     ==========         ==========

    Options issued for prepaid consulting services                                   $       --         $  140,753
                                                                                     ==========         ==========

    Stock exchanged for repayment of debt                                            $  400,000         $  543,775
                                                                                     ==========         ==========

   Write-off of noncash financing charge                                             $       --         $  220,300
                                                                                     ==========         ==========

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

    Contribution to equity of subsidiary by shareholders allocated
                 to minority interest                                                $  419,282         $  623,628
                                                                                     ==========         ==========
</TABLE>


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



                                      F-8
<PAGE>   38
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 1 Summary of Accounting Policies

BASIS OF CONSOLIDATION

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

NATURE OF THE COMPANY

        The Company was incorporated on September 28, 1989 in the State of
Delaware to succeed to the business of a California corporation of the same
name, which was organized on February 7, 1986. The Company is presently engaged
in sourcing, developing and formulating products that it sells and markets under
brands for healthy food products, for licensed products and for low-priced
sourced products through its wholly-owned subsidiary, Visionary.

        HP is a marketing and promotions company building a family of content,
community and commerce Internet Websites. HP used sweepstakes offerings on the
Internet to help clients to build brands, to make commerce offerings and to
acquire customers. As Website visitors registered to enter the sweepstakes, HP
collected demographic and lifestyle information, and gained permission to send
announcements and offerings in the future.

        Effective September 13, 1999, pursuant to a Share Exchange and
Reorganization Agreement, Hollywood Partners.com, Inc., a Delaware corporation
("Holding Company") acquired all of the issued and outstanding shares of
Hollywood Partners, Inc., a California corporation ("Operating Company"). In
consideration of the shares of Operating Company, Holding Company issued an
aggregate of 5,000,000 shares of its common stock to Vitafort International
Corporation ("Vitafort"), a publicly traded Delaware corporation, and the parent
of Holding Company. Operating Company is now a wholly owned subsidiary of
Holding Company and Vitafort, immediately following the issuance, became the
majority stockholder of Holding Company, holding 62.5% of Holding Company's
issued and outstanding common stock. As of December 31, 2000, Vitafort owns
approximately 50% of Holding Company's outstanding stock.

        In connection with the transaction, the Holding Company also changed its
name to "Hollywood Partners.com, Inc."


                                      F-9



<PAGE>   39
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 1 Summary of Accounting Policies (Continued)

NATURE OF THE COMPANY (continued)

        Immediately prior to the closing date of the transaction, there were
500,000 shares of Holding Company's common stock issued and outstanding. As part
of the terms of agreement between Holding Company, Vitafort and Operating
Company, Holding Company undertook a 6 to 1 forward split of its issued and
outstanding common stock, so that at the time of closing and prior to issuance
of the 5,000,000 shares of common stock to Vitafort there were 3,000,000 shares
of common stock issued and outstanding. Concurrent with the closing, Holding
Company filed a Restated and Amended Certificate of Incorporation with the
Delaware Secretary of State effecting the stock split as well as:

-    an increase in its authorized capitalization to 30,000,000 shares of common
     stock, par value $.001; an authorization, for the first time, of 5,000,000
     shares of blank check preferred stock, par value $.001; and

-    authorizing a classified board of directors for Holding Company.

        For accounting purposes, the acquisition of the Operating Company by the
Holding Company has been treated as a reverse acquisition in substance
equivalent to the issuance of stock for the net monetary assets of the Holding
Company accompanied by a recapitalization. The historical operating results
reflected in the accompanying financial statements are those of the Operating
Company as the Holding Company's operations were nominal.

        During the third quarter of 2000, HP formed a subsidiary, HOFP, as
discussed above. HOFP was capitalized with 400,000 shares of Hollywood Partners
stock. This sports marketing company was formed with the support of the Hall of
Fame Players Association ("HOFPA") to exploit the images and likenesses of Pro
Football Hall of Fame legends to corporate sponsors. The strategy was to create
revenue for both the Hall of Fame members and HP through golf tournaments,
licensing, original content syndication, event sponsorships, sports memorabilia,
and corporate sponsorship.

USE OF ESTIMATES

        The preparation of financial statements, in conformity with generally
accepted accounting principles, 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 revenues and expenses during the
reporting period. Actual results could differ from those estimates.


                                      F-10



<PAGE>   40
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 1 Summary of Accounting Policies (Continued)

CASH AND CASH EQUIVALENTS

        Cash and cash equivalents are investments with original maturities of
three months or less and short-term, highly liquid investments that are both
readily convertible to known amounts of cash and are so near their maturity that
they present insignificant risk of changes in value because of changes in
interest rates.

CONCENTRATION OF CREDIT RISK

        The Company places its cash in what it believes to be credit worthy
financial institutions. However, cash balances may exceed FDIC insured levels at
various times during the year.


MARKETABLE SECURITIES

        The Company has classified its entire investment portfolio as
available-for-sale in accordance with the provisions of SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities".
Available-for-sale securities are stated at fair value with unrealized gains and
losses included in shareholders' equity. Realized gains and losses are included
in other income (expense). The cost of securities sold is based on the specific
identification method.

INVENTORY

        Inventory consists of merchandise available for sale, packaging supplies
and raw materials, and is stated at the lower of cost or market value. The
Company utilizes the first-in, first-out identification method to record the
cost of goods sold.

EQUIPMENT

        Equipment is comprised of manufacturing equipment, furniture, office
equipment and computer equipment and is recorded at cost. Depreciation is
computed on a straight-line basis over the estimated useful life not in excess
of five years.

INTANGIBLE ASSETS

        Intangible assets are comprised of acquisition costs of Auburn Farms and
Natures Warehouse trademarks, debt issuance costs and customer acquisition costs
and are recorded at cost. The acquisition costs associated with trademarks are
being amortized on a straight-line basis over twenty years. All other intangible
assets are being amortized on a straight-line basis over periods not exceeding
five years.


                                      F-11



<PAGE>   41
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 1 Summary of Accounting Policies (Continued)

        These assets are reviewed by management periodically and written down if
necessary to the value of the future benefit expected to be derived. As of
December 31, 2000, these assets were deemed impaired and were written off as
expense in the consolidated statement of operations.

REVENUE RECOGNITION

        Product sales and related costs are recognized when the Company's
products are shipped from the commercial warehouse used by the Company or the
contract manufacturer to the customer. Revenues from Internet services are
recognized when the service has been rendered.


ADVERTISING

        General costs are expenses as incurred or prepaid until the
advertisement is published, at which time the related costs are expensed.
Advertising expenses as were $138,132 and $76,040 as of December 31, 2000 and
1999, respectively.


IMPAIRMENT OF LONG-LIVED ASSETS

        Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of"
("SFAS No. 121") establishes guidelines regarding when impairment losses on
long-lived assets, which include plant and equipment and certain identifiable
intangible assets, should be recognized and how impairment losses should be
measured. The Company periodically reviews such assets for possible impairment
and expected losses, if any, are recorded currently.


LOSS PER SHARE

        Statement of Financial Accounting Standards No. 128, "Earnings per
Share" ("SFAS 128") provides for the calculation of basic and diluted earnings
per share. Basic loss per share includes no dilution and is computed by dividing
loss allocable to common stockholders by the weighted average number of common
shares outstanding for the period. Diluted loss per share reflects the potential
dilution of securities that could share in the loss of an entity, such as stock
options, warrants or convertible preferred stock. At December 31, 2000 and 1999,
potentially dilutive securities were not included in the computation of diluted
loss per share as the effect would be anti-dilutive.


                                      F-12



<PAGE>   42
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 1 Summary of Accounting Policies (Continued)

INCOME TAXES

        Income taxes are accounted for under the asset and liability method in
accordance with Statement of Financial Accounting Standard No. 109, "Accounting
for Income Taxes." Deferred tax assets and liabilities are recognized for future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. A valuation allowance is
provided when management cannot determine whether it is more likely than not
that the net deferred tax asset will be realized. The effect on deferred tax
assets and liabilities of a change in the rates is recognized in income in the
period that includes the enactment date. A valuation allowance is provided when
management cannot determine whether it is more likely than not that the net
deferred tax asset will be realized. The effect on deferred tax assets and
liabilities of a change in the rates is recognized in the consolidated statement
of operations in the period that includes the enactment date.

FAIR VALUE OF FINANCIAL INSTRUMENTS

        The Company has cash and cash equivalents, receivables and accounts
payable for which the carrying value approximates the fair value due to the
short-term nature of these instruments.

        The fair value of the Company's debt instruments is based on the quoted
market prices for the same or similar issues or on the current rates offered to
the Company for debt of the same remaining maturities.

        The carrying value of current and long-term debt approximates fair value
as the related interest rate is variable and approximates market rates.

STOCK-BASED COMPENSATION

        Statement of Financial Accounting Standards 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 earnings and earnings 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.


                                      F-13



<PAGE>   43
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 1 Summary of Accounting Policies (Continued)


        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.

REPORTING COMPREHENSIVE INCOME

        Statement of Financial Accounting Standard No. 130, "Reporting
Comprehensive Income," ("SFAS 130") establishes standards for the reporting and
display of comprehensive income and its components in a full set of
general-purpose financial statements. The Company did not have any components of
other comprehensive income or loss for the years ended December 31, 2000 and
1999; as such comprehensive loss of the Company is equivalent to the Company's
net loss.

DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

        Statement of Financial Accounting Standard No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS 131") requires that
public companies report certain information about operating segments, products,
services and geographical areas in which they operate and their major customers.
The Company operates in one business segment and does not have revenues from
foreign operations.

NEW ACCOUNTING PRONOUNCEMENTS

        In the first quarter of 2000 the Financial Accounting Standards Board
issued EITF 00-2, "Accounting for Web Site Development Costs," effective for
fiscal quarters beginning after June 30, 2000. The standard establishes criteria
for the accounting treatment of web site development costs, with respect to
whether costs associated with the development and operation of web sites are to
be capitalized or expensed as incurred. As of December 31, 2000, the Company has
expensed all costs associated with the development and operation of its Websites
as the Company did not believe that any amounts capitalized would be recoverable
in future periods.

RECLASSIFICATIONS

Certain reclassifications have been made in the prior year financial statements
to conform to the current year presentation.


                                      F-14



<PAGE>   44
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 2 LIQUIDITY AND GOING CONCERN

        For the past several years, the Company has suffered recurring losses
from operations. For the year ended December 31, 2000, the Company incurred a
net loss of $4,775,760, had negative working capital of $1,956,345 and a
stockholders' deficit of $1,803,538, as compared to a net loss of $1,058,591,
working capital of $1,406,258 and stockholders' equity of $1,571,465 as of
December 31, 1999. Accordingly, there is substantial doubt regarding the
Company's ability to continue as a going concern. The Company 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 financial statements do not include
any adjustments that may be necessary if the Company is unable to continue as a
going concern.

        During the current and prior year, the Company reduced its cost of sales
by sourcing the manufacturing of a significant amount of its products from
Mexico to obtain lower rates than compared with domestic manufacturers. The
Company also introduced both new and reformulated products in 2000.


NOTE 3 MARKETABLE SECURITIES

        As of December 31, 1999, the Company owned 2,050 shares of Triple Tree
Trust AG, a publicly traded Swiss corporation (TTT-SW), an affiliate of a
related party. The marketable securities carrying amount and fair market value
were $514,150. The Company recorded no realized or unrealized gain or loss on
these securities as of December 31, 1999. The Company sold these shares during
the year ended 2000 at a loss of $160,995, which is reflected in the
consolidated statement of operations.

        As of December 31, 1999, the Company had other marketable securities
with a fair value totaling $22,517 (based on quoted market prices) which were
held as available-for-sale. The Company sold these securities during the year
ended December 31, 2000, for a nominal gain.


NOTE 4 INVENTORY

     Inventory consists of the following:


<TABLE>
<CAPTION>
                                               December 31,
                                         ----------------------
                                           2000          1999
                                         --------      --------
<S>                                      <C>           <C>
Finished goods                           $      -      $352,847
Packaging and raw material                      -       232,560
                                         --------      --------
                                         $      -      $585,407
                                         ========      ========
</TABLE>


                                      F-15



<PAGE>   45
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 5 EQUIPMENT


<TABLE>
<CAPTION>
                                                 December 31,
                                         -----------------------------
                                             2000              1999
                                         -----------       -----------
<S>                                      <C>               <C>
Manufacturing equipment                  $   106,019       $   106,019
Furniture and office equipment               109,654           109,654
Computer equipment                           322,225           270,588
                                         -----------       -----------

                                             537,898           486,261
   Less accumulated depreciation            (370,659)         (305,434)
                                         -----------       -----------
      Total equipment                    $   167,239       $   180,827
                                         ===========       ===========
</TABLE>


        Depreciation expense for the years ended December 31, 2000 and 1999 was
$65,225 and $63,463, respectively.


NOTE 6 INTANGIBLE ASSETS

        Intangible assets consists of the following:


<TABLE>
<CAPTION>
                                                     December 31,
                                              ------------------------
                                                 2000           1999
                                              ---------      ---------
<S>                                           <C>            <C>
     Auburn Farms trademarks                      $   -      $ 311,254
     Customer acquisition costs                       -              -
     Deferred financing costs                         -              -
     Distribution rights                              -         93,686
     Goodwill                                         -        218,213
                                              ---------      ---------
                                                      -        623,153

     Less accumulated amortization                    -        (96,297)
                                              ---------      ---------

        Total intangible assets                   $   -      $ 526,856
                                              =========      =========
</TABLE>


        During the year ended December 31, 2000, these intangible assets were
deemed impaired and were expensed.


                                      F-16



<PAGE>   46
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 7 ACCRUED EXPENSES

        Accrued expenses consist of the following:


<TABLE>
<CAPTION>
                                               December 31,
                                         --------------------------
                                             2000            1999
                                         ----------      ----------
<S>                                      <C>             <C>
Accrued compensation                     $  347,540      $  284,119
Accrued interest payable                     65,402          21,903
Accrued royalties                           105,717         103,036
Other accrued expenses                      524,022          60,475
                                         ----------      ----------
Total accrued expenses                   $1,042,681      $  469,533
                                         ==========      ==========
</TABLE>


NOTE 8 NOTES PAYABLE

Credit Facility

        In August 1996, the Company entered into a revolving credit facility
with Coast Business Credit ("Bank") that provided a credit line of up to
$4,000,000 subject to certain covenants. Advances made to the Company under the
facility were based on a certain percentage of eligible accounts receivable, as
defined, and a certain percentage of eligible inventories, as defined. In June
1999, the Company paid off the balance of this line of credit, but the assets
are still collateralized. As of December 31, 2000, the Company does not have a
line of credit.

Inventory Financing

        During 1999, the Company exchanged 230,371 shares of its subsidiary,
Hollywood Partners.com, Inc., to various unrelated parties in settlement of
notes payable related to the purchase of inventories. The shares exchanged had
minimal value on the Company's books. As such, the Company recognized a $921,482
gain on repayment of debt in 1999.

        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 (see Note 18). At December 31, 2000 and 1999, $199,362 and $220,262,
respectively, of these advances were outstanding.


                                      F-17



<PAGE>   47
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 8 NOTES PAYABLE (continued)

Convertible Notes Payable

        On December 31, 1999, 150,000 shares of Hollywood Partners.com were
issued to the holders of the two convertible notes in payment of the principal
amount of $600,000. These shares are restricted pursuant to Rule 144 and bear a
legend. When the shares are sold or replaced by other free-trading unrestricted
common stock of Hollywood Partners.com and sold, the amount of the proceeds,
less normal brokerage fees (the "Net Proceeds"), will be disclosed to the
Company. If the net proceeds are less than the $300,000, then the Company agrees
to make up the shortfall by paying cash or issuing additional free-trading
common stock. If the net proceeds realized are greater than $600,000, then the
holders are entitled to retain all such net proceeds. As of December 31, 2000,
neither party has sold the shares.

Other Notes Payable and Capital Lease Obligations

        Includes various notes to suppliers for $47,513, insurance financing of
$13,819, and computer equipment financing in the amount of $27,786. The amount
of insurance costs being financed by a financial institution has monthly
payments of $6,347, bears interest at 8.92%, and matures in February 2001. The
capital lease obligations monthly payments approximate $1,303 and bear interest
at 10%, and mature in 2003. (See Note 13 -- Commitment and Contingencies.)


NOTE 9 LONG-TERM DEBT

        In 1999, the Company issued 1,235,857 shares of the Company's common
stock in repayment of $543,775 of a related party long-term promissory note. The
remaining balance of $1,521,225 was forgiven by the shareholder and was recorded
as a contribution to capital by the Company, net of the non-cash unamortized
financing cost.


NOTE 10 INCOME TAXES

     The components of the provision for income taxes is as follows:

<TABLE>

        <S>                                              <C>
        Current Tax Expense
           U. S. Federal                                  $          -
           State and Local                                           -
                                                           -----------
        Total Current                                                -
                                                           -----------

        Deferred Tax Expense
           U. S. Federal                                             -
           State and Local                                           -
                                                           -----------
        Total Deferred                                               -
                                                           -----------
        Total Tax Provision (Benefit) from
           Continuing Operations                           $         -
                                                           ===========
</TABLE>


     The reconciliation of the effective income tax rate to the Federal
statutory rate is as follows:

<TABLE>

<S>                                                           <C>
    Federal Income Tax Rate                                   (34.0)%
    Deferred Tax Charge (Credit)                                  -
    Effect on Valuation Allowance                              34.0%
    State Income Tax, Net of Federal Benefit                      -
                                                              ------

    Effective Income Tax Rate                                   0.0%
                                                              ======
</TABLE>

        As of December 31, 2000, the Company had unused Federal and California
net operating loss carryforwards of approximately $29,509,000 and $14,035,000,
respectively, available to offset against future Federal taxable income and
future California taxable income. The unused net operating loss and credit
carryforwards expire in various amounts through the year 2020. In contrast to
Federal net operating losses, only 50% of the California net-operating losses
incurred subsequent to December 31, 1986 may be carried forward. The California
net operating losses will expire in various amounts through the year 2004.

        Net deferred tax assets of approximately $10,855,000 and $8,829,000 at
December 31, 2000 and 1999, respectively, resulting from net operating losses
have been offset by a valuation allowance since management cannot determine
whether it is more likely than not such assets will be realized.


                                      F-18
<PAGE>   48
               Vitafort International Corporation and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 10 INCOME TAXES (continued)

        Due to restrictions imposed by the Internal Revenue Code regarding
substantial changes in ownership of companies with loss carryforwards, the
utilization of the above-mentioned net operating losses may be limited as a
result of changes in stock ownership. The annual utilization of these losses is
limited to an amount equal to the estimated fair value (for income tax purposes)
of the Company at the point of stock ownership change, multiplied by the
long-term tax-exempt rate then in effect. The annual limitation has not been
quantified at this time.


NOTE 11 STOCKHOLDERS' EQUITY

Convertible Preferred Stock

        Each share of Series B 10% cumulative convertible preferred stock is
convertible into 1.667 shares of common stock, and cumulative convertible
dividends of 10% per annum are payable annually commencing October 1992. The
Series B 10% cumulative preferred stock has a liquidation preference of $50 per
share plus all accrued and unpaid dividends. It is subject to optional
redemption by the Company at any time at $50 per share plus accrued and unpaid
dividends. Cumulative unpaid dividends amounted to $45,850 and $42,500 at
December 31, 2000 and 1999, respectively.

        Each share of Series C convertible preferred stock is convertible into
100 shares of common stock and 100 warrants. Series C convertible preferred
stock does not carry any dividend rights. The warrants expired in June 1994.
Additionally, the Series C Convertible Stock has a dilutive conversion factor.
The Series C convertible preferred stock has a liquidation preference of $1,000
per share after Series B cumulative convertible preferred stock, and to holders
of common stock.

        The shares of Series B and Series C preferred stock are not currently
registered under the Securities Exchange Act of 1934.

Common Stock

1999

        In March 1999, the Company issued 10,000 shares of common stock at $.50
per share to a previous employee in payment of accrued vacation.

        In June 1999, the Company issued 160,000 shares of common stock at $.10
per share in exchange for services rendered, previously recorded as a liability.

        In the second quarter of 1999, various employees exercised 106,529
options at $.085 per share and 850,000 options at $.10 per share to purchase
common shares.


                                      F-19


<PAGE>   49
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 11 STOCKHOLDERS' EQUITY (continued)

        In July 1999, a shareholder exercised options to purchase 500,000 shares
of common stock at $.25 per share.

        In August 1999, the Company issued 26,316 shares of common stock at
$.085 per share in exchange for services rendered, previously recorded as a
liability.

        In September 1999, the Company issued 1,235,857 shares of common stock
at $.44 per share to convert $543,775 of convertible debt held by a shareholder
to equity. The remaining balance of this convertible debt of $1,521,225 was
forgiven and has been reflected as a contribution to capital by the shareholder
net of associated unamortized non-cash financing costs.

        In the third quarter of 1999, the Company entered into a settlement
agreement with an individual owed $250,000 plus accrued interest. In accordance
with this agreement, the Company issued 500,000 shares of common stock to settle
all amounts owed. Of this amount, 200,000 shares of common stock related to
options granted to this individual, 150,000 at $.085 per share and 50,000 at
$.10 per share. The remaining shares were valued at the then market value of
$.38 per share.

        Throughout 1999, the Company issued 2,042,158 shares of common stock
upon exercise of options granted to consultants and vendors of the Company as
payment for services rendered or amounts owed as follows:

        -      49,971 shares at an exercise price of $.085 per share.

        -      1,613,187 shares at an exercise price of $.10 per share.

        -      10,000 shares at an exercise price of $.25 per share.

        -      40,000 shares at an exercise price of $.50 per share.

        -      4,000 shares at an exercise price of $1.00 per share.

        -      325,000 shares at an average exercise price of $.38 per share.

2000

        The Company sold 1,275,000 shares of stock at prices ranging from $.25
to $.40 per share.

        The holders of 2,212,000 stock options and warrants exercised these
options and warrants at prices ranging from $.02 to $.25 per share.



                                      F-20

<PAGE>   50
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 11 STOCKHOLDERS' EQUITY (Continued)

Common Stock (continued)

      The Company issued 12,500 shares of stock as compensation for services
rendered. The Company valued this stock at an average of $2.74 per share, the
fair market value at the dates of issue.

Hollywood Partners

        During January 2000, HP issued 70,000 warrants to purchase common shares
and 25,000 common shares to various consultants in consideration for past and
future services. The warrants were granted at an exercise price of $1.37 and
expire three years from grant. 40,000 of the warrants were vested upon grant and
30,000 of the warrants will vest at discretion of the Board of Directors.

        During January 2000, HP issued 800,000 warrants, 100,000 warrants,
20,000 common shares, and 33,000 common shares respectively, to four strategic
partners in consideration for past and future services. The stock warrants were
granted at an exercise price of $1.37, were fully vested at time of grant, and
expire three years from grant.

        During January 2000, HP added two persons to its Advisory Board who have
special expertise, knowledge and contacts that are valuable for HP. HP offered
each a package granting 25,000 stock options to purchase common shares at $1.37
per share vesting immediately upon grant. These options expire three years from
date of grant. Based upon the fair market value of the common stock on the date
of issuance, the HP recorded compensation expense of $2,300 during the first
quarter of 2000. In February 2000, the HP added ten persons to its Advisory
Board who were offered each a package granting 25,000 stock options to purchase
common shares at $1.37 per share vesting immediately upon grant. These options
expire three years from date of grant. Based upon the fair market value of the
common stock on the date of issuance, HP recorded consulting expenses of $13,550
during the first quarter of 2000. During the second quarter, HP added two
persons to its Advisory Board, who were each offered a package granting 25,000
warrants to purchase common shares at $3.125 per share, vesting immediately upon
grant. These options expire three years from grant. During the fourth quarter of
2000, HP added one person to its Advisory Board and granted to him 25,000 stock
options to purchase common shares at $1.09. As the Advisory Board did not
provide services to HP, no consulting expense was recorded as of December 31,
2000.

        During 2000, HP issued 80,000 warrants to purchase common shares to
various consultants in consideration for past and future services. 60,000 of the
warrants were granted at an exercise price of $1.37, vested upon issuance and
expire three years from grant. 20,000 of the warrants were granted at an
exercise price of $5.00, vested immediately and expire three years from grant.
Also, HP granted 20,000 warrants at an exercise price of $1.00 to a strategic
partner to purchase common shares. HP also issued 90,000 shares for consulting
services rendered at $1.37 per share.

        On January 13, 2000, HP issued 200,000 shares for services rendered to a
controlling group of the pre-reverse merger entity Guideline Capital, as a
condition precedent to the reverse merger which occurred in August 1999, and of
which the related expense was incurred in August 1999. These shares were
recorded at par value.



                                      F-21

<PAGE>   51

               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 11 STOCKHOLDERS' EQUITY (Continued)

Common Stock (continued)

        During 2000, HP issued 520,000 shares of common stock to various
investors at a price ranging from $0.50 to 1.37 and received in return
approximately $377.000.

        During the third quarter, HP issued 150,000 warrants to Mediacom, Inc.
to purchase common shares at $3.125 vesting immediately with a three-year term
for consulting services. The value of the warrants was recorded as a charge to
consulting expense of $328,500.

      Based on the fair market value of the common stock on the date of issuance
and the fair value of the services performed, HP recorded total expense for the
above transactions of approximately $617,000, including the Mediacom, Inc.
consulting expense of $328,500 as noted above, for stock options, and warrants
issued for services rendered as of December 31, 2000.

Contribution to Capital

        During 1999, a shareholder of Hollywood Partners.com, Inc. contributed
approximately $2 million in cash to Hollywood Partners.com, Inc. Accordingly,
the Company recorded its proportionate share of the contribution as a
contribution to paid in capital Hollywood Partners.com.


NOTE 12 STOCK OPTIONS

Vitafort

        The 1989 Stock Option Plan, as amended (the "Plan") reserved 50,000
shares of common stock to grant either nonqualified or incentive stock options.
All directors, officers, key employees and consultants to the Company or its
subsidiaries are eligible under the terms of the Plan. Such options may not be
granted at less than 100% of the fair market value at the date of grant (110%
for an owner of 10% or more of the outstanding stock). Upon termination of
service, the options, which an individual was entitled to exercise at the date
of termination may be exercised at any time within six months of such
termination.

        If an employee is terminated with cause, the options are canceled upon
termination. As of December 31, 2000, no options are outstanding under this
plan.

        In 1995, the Company adopted the 1995 Stock Option Plan (the "1995
Plan") pursuant to which 2,000,000 shares of common stock (as adjusted for the
reverse stock split effected in 1996) were reserved for issuance upon the
exercise of options. The 1995 Plan is similar to the 1989 Plan in many respects
and in the discussion below, each is referred to as a "Plan" and they are
collectively referred to as the "Plans".



                                      F-22

<PAGE>   52

               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 12 STOCK OPTIONS (continued)

        The Company has also granted stock options outside the Plans to other
individuals, such as employees and consultants, in consideration for services
performed. The options were granted at fair market value and at various terms
and vesting periods. The following table on the next page summarizes all option
activity for the years ended December 31, 2000 and 1999:

<TABLE>
<CAPTION>
                                Number of Common Stock Options         Weighted
                               1995 Stock         Other Stock          Average
                              Option Plan            Options            Price
                              -----------         ------------         -------
<S>                           <C>                 <C>                  <C>
Outstanding as of
  December 31, 1998            1,231,708             8,073,040          $.66
Granted                               --             8,411,000           .27
Exercised                             --            (3,698,687)          .51
Canceled                              --            (1,254,000)          .51
                              ----------          ------------          ----

Outstanding as of
  December 31, 1999            1,231,708            11,531,353          $.50
                              ----------          ------------          ----

Granted                               --                    --          $ --
Exercised                             --            (2,212,000)          .18
Canceled                              --            (2,496,769)          .86
                              ----------          ------------          ----

Outstanding as of
  December 31, 2000            1,231,708             6,822,584          $.15
                              ==========          ============          ====

  Exercisable as of
  December 31, 2000            1,231,708             6,822,584          $.15
                              ==========          ============          ====
</TABLE>

      SFAS 123 requires the Company to provide pro forma information regarding
net loss and loss per share as if compensation cost for the employee options
granted had been determined in accordance with the fair value based method
prescribed in SFAS 123. The Company estimates the fair value of each stock
option, using the Black-Scholes method, at the weighted-average assumption used
for grants in fiscal 2000 and 1999: dividend yield of zero percent; expected
volatility of 188% and 188 %, respectively; risk-free interest rate of 8 % and
8%, respectively; and an expected life of three to five years.

      The weighted average fair value of options granted during 1999 was $.25.
There were no options granted during 2000.



                                      F-23
<PAGE>   53

               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 12 STOCK OPTIONS (Continued)

     Under the accounting provisions of SFAS 123, the Company's net loss and
loss per share for 2000 and 1999 would have been increased to the pro forma
amounts indicated below:

<TABLE>
<CAPTION>
Net loss                            2000                   1999
                                    ----                   ----
<S>                          <C>                    <C>
    As reported              $  (4,775,760)         $  (1,058,591)
    Pro forma                $  (4,775,760)         $  (1,327,923)

Basic loss per share

    As reported              $        (.23)         $        (.07)
    Pro forma                $        (.23)         $        (.09)
</TABLE>

        Due to the fact that the Company's stock option programs vest over many
years and additional awards may be made each year, the above pro forma numbers
are not indicative of the financial impact had the disclosure provisions of SFAS
123 been applicable to all years of previous grants. The numbers above do not
include the effect of options granted prior to 1995 that vest in the years
presented.


         The following table summarizes information about stock options
outstanding at December 31, 2000:

<TABLE>
<CAPTION>
                                           Options
                                         Outstanding
                                         -----------
                                           Weighted                             Options Exercisable
                                           Average                         -----------------------------
                           Number          Remaining        Weighted         Number          Weighted
     Range of           Outstanding       Contractual       Average        Exercisable       Average
Exercisable Prices      At 12/31/00           Life       Exercise Price    at 12/31/00    Exercise Price
------------------      -----------       -----------    --------------    -----------    --------------
<S>                     <C>               <C>            <C>               <C>            <C>
   $ 0.020 - $0.75       6,113,563            1.61          $ 0.06          4,440,084         $0.05

   $ 0.875 - $2.80         709,021             .12             .89            554,000           .89
                         ---------            ----          ------          ---------         -----
            Totals       6,822,584            2.36          $ 0.15          4,994,084         $0.14
                         =========            ====          ======          =========         =====
</TABLE>




                                      F-24


<PAGE>   54

               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 12 STOCK OPTIONS (continued)

Hollywood Partners

        In September 1999, the Hollywood Partners.com, Inc., a partially owned
subsidiary of the Company adopted a Stock Option Plan (the "Plan") initially
reserving an aggregate of 3,000,000 shares of HP's common stock (the "Available
Shares") for issuance pursuant to the exercise of stock options ("Options")
which may be granted to employees and consultants to the Company.

        The Plan provides for the granting at the discretion of the Board of
Directors of both qualified incentive stock options and non-qualified stock
options. Consultants may receive only non-qualified stock options. The maximum
term of the stock options are three to five years and generally vest
proportionately throughout the term of the option.

        The Company's option activity for the years ended December 31, 2000 and
1999 is as follows:

<TABLE>
<CAPTION>
                                                      2000               1999
                                                  ----------          ---------
<S>                                               <C>                 <C>
Options outstanding-beginning of the year          1,575,000                 --
Granted during the year                              556,000          1,575,000
Exercised during the year                           (120,000)                --
Canceled during the year                            (431,000)                --
                                                  ----------          ---------
Options outstanding-December 31, 2000              1,580,000          1,575,000
                                                  ==========          =========

Options exercisable at December 31, 2000           1,338,480            452,967
Weighted average exercise price                   $     1.15          $    1.07
Weighted average remaining life                   9.6 months          57 months
</TABLE>

        All stock options issued to employees have an exercise price not less
than the fair market value of the Company's common stock on the date of grant.
In accordance with accounting for such options utilizing the intrinsic value
method, there is no related compensation expense recorded in the Company's
financial statements for the years ended December 31, 2000 and 1999. Had
compensation cost for stock-based compensation been recorded based on the fair
value of the options at the grant dates consistent with the method of SFAS 123,
the Company's net loss and loss per share for the years ended December 31, 2000
and 1999 would have been increased to the proforma amounts presented below:

<TABLE>
<CAPTION>
                                2000               1999
                            -----------          ---------
<S>                         <C>                  <C>
Net loss:
  As reported               ($2,873,421)         ($857,052)
  Proforma                  ($3,060,671)         ($981,103)

Net loss per share:
  As reported                    ($0.35)            ($0.11)
  Proforma                       ($0.37)            ($0.13)
</TABLE>




                                      F-25

<PAGE>   55

               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 12 STOCK OPTIONS (continued)

        The fair value of option grants is estimated as of the date of grant
utilizing the Black-Scholes option-pricing model with the following weighted
average assumptions for grants in 2000 and 1999: expected life of 5 years,
expected volatility of 0%, risk-free interest rate of 6.0%, and a 0% dividend
yield. The weighted average fair value at date of grant for options granted
during 2000 and 1999 was $0 and $.79, respectively.



NOTE 13 COMMITMENTS AND CONTINGENCIES

        On December 31, 1999, 150,000 shares of Hollywood Partners.com were
issued to the holders of the two convertible notes in payment of the principal
amount of $600,000. These shares are restricted pursuant to Rule 144 and bear a
legend. When the shares are sold or replaced by other free-trading unrestricted
common stock of Hollywood Partners.com and sold, the amount of the proceeds,
less normal brokerage fees (the "Net Proceeds"), will be disclosed to the
Company. If the net proceeds are less than the $300,000, then the Company agrees
to make up the shortfall by paying cash or issuing additional free-trading
common stock. If the net proceeds realized are greater than $600,000, then the
holders are entitled to retain all such net proceeds. As of December 31, 2000,
neither party has sold the shares.

        As of August 1, 1999, the Company entered into a two-year lease
agreement for its office premises. The Company is obligated for a monthly rent
of $8,800 through May 31, 2000 and $8,950 per month for the period June 1, 2000
through May 31, 2001.

        Rent expense was $137,235 and $118,686 for the years ended December 31,
2000 and 1999, respectively.

        The Company leases its computer equipment under several capital leases.
Fixed assets under capital leases were $46,684 and $ 7,517, with related
accumulated depreciation of $12,776 and $502, at December 31, 2000 and 1999,
respectively. Depreciation expense related to such fixed assets is $12,274 and
$502 as of December 31, 2000 and 1999, respectively.

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




                                      F-26

<PAGE>   56


               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 13 COMMITMENTS (Continued)

<TABLE>
<CAPTION>
                                             Operating         Capital
Years ending December 31,                      Leases           Leases
                                             ---------         --------
<S>                                          <C>               <C>
2001                                          $ 44,750         $ 12,479
2002                                                --           12,479
2003                                                --            5,718
2004                                                --               --
2005                                                --               --
Thereafter                                          --               --
                                              --------         --------
Total Minimum Lease Payments                  $ 44,750         $ 30,676
                                              ========
Less:  Amounts Representing Interest                             (2,890)
                                                               --------
Present Value of Future Minimum Lease                          $ 27,786
Less Current Portion                                            (12,479)
                                                               --------
Total                                                          $ 15,307
                                                               ========
</TABLE>

        Fixed assets under capital leases were $46,684, with related
accumulated depreciation of $12,776 at December 31, 2000.

        The Company continues to be a licensee of certain food products, most
significantly the Gravity Games Bar licensed from eMap USA and The Wizard of Oz
line of marshmallows. The Company granted all of these products to Vitafort as
Master Distributor for these products in exchange for a royalty based upon net
sales of these products. As Master distributor, Vitafort is responsible for all
manufacturing and distribution expenses, including the building and maintaining
of inventory, billings and collections and working capital requirements. The
Company remains responsible to the Licensor for certain minimum payments under
the licenses held and for other contractual obligations.

        Due to the severe liquidity problems in the Company, the Board of
Directors has authorized John Coppolino and Valerie Broadbent to enter into
employment agreements with Hollywood Partners. Mr. Coppolino's employment
agreement with the Company expired in September 2000. Mr. Coppolino has agreed
to continue as President of Vitafort. The Company and Mr. Coppolino are in
discussions at this time as to his compensation. The Company is in similar
conversations with Valerie Broadbent as to her compensation for continuing in
her duties as Corporate Secretary of Vitafort.


LITIGATION

          The Company has filed suit against the manufacturer of the peanut
filling for Peanut Squeeze, Haarmann & Reimer. The Company is seeking damages
for the manufacturer's inability to meet product specifications. As a result,
the Company incurred significant damages including lost sales and shelf space,
lost promotional costs and expenses associated with introducing and marketing
Peanut Squeeze, and damage to the Company's distribution network of brokers and
distributors. Haarmann & Reimer's motion to dismiss the complaint has been
denied.




                                      F-27

<PAGE>   57

               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 13 COMMITMENTS (continued)

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


NOTE 14 MAJOR CUSTOMERS

        The Company derived the following revenue from major customers, each of
which provided 10% or more of total revenues during the year ended December 31,
2000 and 1999:

<TABLE>
<CAPTION>
                                  2000             1999
                                --------         --------
<S>                             <C>              <C>
Food Lion                       $112,000         $     --
Smart and Final                  104,000               --
Wal-Mart                              --          533,620
Bi-Lo                                 --          281,636
A-1 International, Inc.               --           45,820
                                --------         --------
   Total                        $216,000         $861,076
                                ========         ========
</TABLE>


NOTE 15 RELATED PARTY TRANSACTIONS

        The Company entered into various related party transactions as follows:

        As of December 31, 1999, the Company owned 2,050 shares of Triple Tree
Trust AG, a publicly traded Swiss corporation (TTT-SW), an affiliate of a
related party. The marketable securities carrying amount and fair market value
were $514,150. The Company recorded no realized or unrealized gain or loss on
these securities as of December 31, 1999. The Company sold these shares during
the year ended 2000 at a loss of $160,995, which is reflected in the
consolidated statement of operations.

        In 1999, the Company issued 1,235,857 shares of the Company's common
stock in repayment of $543,775 of a related party long-term promissory note. The
remaining balance of $1,521,225 was forgiven by the shareholder and was recorded
as a contribution to capital by the Company, net of the non-cash unamortized
financing cost.

      During 1999, a shareholder of Hollywood Partners.com, Inc. contributed
approximately $2 million in cash to Hollywood Partners.com, Inc. Accordingly,
the Company recorded its proportionate share of the contribution as a
contribution to paid in capital Hollywood Partners.com.



                                      F-28

<PAGE>   58
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 16 LITIGATION RECOVERY, NET OF COSTS

        On August 3, 1999, the Company entered into litigation settlement
agreements with Barbara's Bakery, Inc. ("Barbara's Bakery"), New Life Bakery,
Inc. ("New Life"), Gil Pritchard, David Marson, James Marson, and Kim Walters
(collectively the "Defendants") and resolved the Company's disputes with its
insurers over coverage for Defendants' counterclaims against the Company and
Mark Beychok. The lawsuit alleged that Barbara's Bakery had violated the Federal
Lanham Act, and the California Unfair Competition Act, by improperly marketing
toaster pastries, fruit juice sweetened cookies, and fig bars, and that New Life
Bakery had breached an agreement with Auburn Farms, Inc., whose claims Vitafort
purchased in 1996. Barbara's Bakery further agreed to withdraw from the toaster
pastry business by discontinuing its Nature's Choice Toaster Pastry line by no
later than November 30, 1999. Vitafort had secured up to $800,000 in off balance
sheet financing for the litigation against New Life and Barbara's Bakery,
including $600,000 from an investment partnership, Auburn Farms Vindication
Partners, LLC, for the purpose of paying the legal fees and expenses of the
pending litigation. The fee arrangement included a limited, partial contingency
arrangement with the Chicago-based law firm of Jenner & Block. After paying
attorneys' fees and making payments to outside investors who funded the
litigation, the Company has received approximately $1,260,000.


NOTE 17 FINANCING AGREEMENTS

        Effective December 30, 1998, the Company completed the closing under a
series of agreements including a Common Stock Purchase Agreement (the "CSPA"),
dated as of December 30, 1998, by and among the Company; Terra Healthy Living,
Ltd., a B.V.I. corporation ("Terra"); Sovereign Partners Limited Partnership, a
Connecticut limited partnership ("Sov"); and Dominion Capital Fund, Ltd., a
Bahamian corporation ("Dom"). Pursuant to the CSPA and the related documents:

        Terra acquired 2,712,843 shares of the Company's common stock from Sov
and Dom for $235,000. Such shares were issued by the Company upon the conversion
by Sov and Dom of an aggregate of 235 shares of the Company's 1997 Series A
Convertible Preferred Stock ("Series A Preferred").

        The Company borrowed $2,065,000 from Terra pursuant to a promissory note
with warrant and registration rights (the "Terra Note"). The Terra Note is a
five-year note bearing interest at 6% per annum. Interest on the Terra Note is
payable annually. The Terra Note provides for the issuance to Terra of a five
year warrant (the "Terra Warrant") for the purchase of 500,000 shares of the
Company's common stock at $.25 per share. The Terra Note further provides that
the first year's interest on the Terra Note shall be applied to the partial
exercise of the Terra Warrant.

        The Company applied the $2,065,000 proceeds of the Terra Note to redeem
all 1,351 remaining shares of Series A Preferred held by Sov and Dom, as well as
a convertible debenture in the amount of $548,352 held by Dom.



                                      F-29

<PAGE>   59
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 17 FINANCING AGREEMENTS (continued)

        The aggregate of $2,300,00 paid by Terra in connection with its purchase
of the 2,712,843 shares of the Company's common stock from Sov and Dom and in
connection with the Terra Note was satisfied through the delivery to Sov and Dom
of marketable securities having a value of $2,300,000. Under the CSPA, Terra
made certain assurances to Sov and Dom and assumed certain obligations to assure
that Sov and Dom would realize $2,300,000 on the sale of the marketable
securities.

        The Company borrowed $300,000 from each of Sov and Dom pursuant to a
non-negotiable nine-month promissory note bearing interest at 8% per annum (the
"Sov Note" and the "Dom Note"). These notes provide for their repayment, at the
option of the Company, in registered common stock of the Company, which shall be
valued at the then market for such stock. The Sov Note and the Dom Note provide
for the issuance to each of Sov and Dom of 60,000 warrants which expire on
December 31, 2003, half of which are exercisable at $.40 and half of which are
exercisable at $.25. If the Company repays the Sov Note or the Dom Note with
common stock, as provided in such notes, then the exercise price of the $.25
warrant is reduced to $.01.

        The CSPA granted the Company the right to redeem up to 2,000,000 of the
shares of its common stock acquired by Terra through June 30, 2000, based upon a
formula related to the market price of the common stock at the time of the
redemption.

        In addition, the Company issued 571,232 shares of its common stock to
Sov in connection with Sov's prior conversion of 40 shares of Series A Preferred
Stock.


NOTE 18 EXTRAORDINARY ITEM AND GAIN ON EXCHANGE OF SUBSIDIARY STOCK

        During the year ended December 31, 1999, the Company renegotiated
certain accounts payable and notes payable resulting in a reduction of the
amount due. The resulting decrease in the amounts due of $242,359, in addition
to the $143,250 gain on forgiveness of debt discussed in Note 8, is reflected as
an extraordinary gain on extinguishments of debt in the year ended December 31,
1999 statement of operations.

        As of December 31, 2000, the Company recorded an extraordinary gain of
$213,291 as a result of the forgiveness of amounts due to vendors. The Company
also recorded a $400,000 gain on the exchange of subsidiary stock as of December
31, 2000, as a result of an exchange of HP stock in settlement of notes payable.
See Note 19 for effect on ownership of HP stock.


NOTE 19  INVESTMENT IN SUBSIDIARY

     At December 31, 2000, the Company owned 4,547,629 shares of Hollywood
Partners.com (the parent of HP) which represents 44.2% of the outstanding shares
of Hollywood Partners.com. The Company continues to consolidate Hollywood
Partners.com, as it maintains controlling interest in the management of
Hollywood Partners.com. The following represents the Company's percentage
interest in Hollywood Partners.com during the year:

<TABLE>
<CAPTION>

                                                                        Minority
                                            Vitafort                    Interest
                                            --------                   ---------
<S>                                         <C>                        <C>
         January 1, 2000                      57.5%                      42.3%
         March 31, 2000                       55.5%                      44.5%
         June 30, 2000                        50.5%                      49.5%
         September 30, 2000                   49.9%                      50.1%
         December 31, 2000                    44.2%                      55.8%

</TABLE>

NOTE 20 SUBSEQUENT EVENTS

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



                                      F-30

<PAGE>   60
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 20 SUBSEQUENT EVENTS (Continued)

        In January 2001 the Hollywood Partners entered into a binding letter of
intent to acquire BambooBiz. In March 2001 BambooBiz asked for assistance from
the directors and officers of the Company to help in raising capital. The
Company responded by assisting in re-writing the business plan and by contacting
and sending business plan packages to over 75 accredited investors to assist in
capital formation. The Company had been assured that the deal had consummated
between Hollywood Partners and BambooBiz. In March 2001, the Company received a
letter from the president of BambooBiz, suggesting a massive change in the terms
of the deal previously agreed to and publicly announced. At this time, the
Company is exploring its options.

        Hollywood Partners was notified in January 2001 that the Hall of Fame
Players Association ("HOFPA") does not want any funds that may be raised out of
a previous offering memorandum to be released from escrow without the approval
of HOFPA. In addition, they have requested other corporate non-public records.
The Company disagreed with the requests of the letter. A series of letters
followed from HOFPA or their counsel beginning a disagreement of conditions
precedent between HOFPA and Hall of Fame Pro. These letters and subsequent
letters caused the HOFP to suspend its capital formation efforts and most of its
operations. A director resigned from the board of HOFP in January 2001. The
president of HOFP resigned in March 2001. Dialog between certain members of the
executive committee of HOFPA and management of HOFP occurred over most of the
first quarter of 2001. No definitive understandings were reached. The Company
received a letter from new counsel of HOFPA in March 2001 notifying HOFP and
Hollywood Partners that the HOFPA Executive Committee has no intention of moving
forward into a written agreement with the Company. In addition, the letter makes
numerous allegations regarding the relationship between the parties. The Company
vehemently denies these allegations and is in discussion with counsel.

        In March 2001, HP entered into an agreement with David Dadon and Giants
Entertainment, Inc. and Very Mean Men, Inc. (collectively "Giants") to acquire
100% of the ownership of Very Mean Men, Inc., ("VMM"), a Nevada corporation.
Giants represented that VMM's sole asset was a film intended for theatrical
release entitled "Very Mean Men," a Baio/White production of a Tony Vitale film,
starring Matthew Modine, Ben Gazzara, Charles Durning, Burt Young and Scott
Baio, with Louise Fletcher and Martin Landau, directed by Tony Vitale. Under the
agreement, HP was to have acquired all of the issued and outstanding securities
of VMM in exchange for shares of convertible preferred stock of HP. Giants
agreed to invest or cause an affiliate to invest $75,000 into the Company by
purchasing 225,000 shares of common stock of the Company at $.30 per share. As
of April 30, 2001, the Company had received approximately $22,000. Under the
agreement with Giants Entertainment, HP also acquired a right of first refusal
on an additional ten films which Giants represented to be owned by Giants
directly or through subsidiaries. Differences have arisen between the parties
and HP believes that Giants has not lived up to its representations, warranties
and agreements. The parties are currently in discussions as to their differences
and as to the status of the transaction.



                                      F-31

<PAGE>   61
               VITAFORT INTERNATIONAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 20 SUBSEQUENT EVENTS (Continued)

          No assurance can be given that they will satisfactorily resolve their
differences and, if not satisfactorily resolved, no assurances can be given that
litigation between the parties will not result.

        In March 2001, the Chief Executive Officer of Hollywood Partners
resigned; however, he remains as a Director, Chairman of the Advisory Board and
Treasurer of Hollywood Partners.

        In January 2001, the Chairman of the Board was granted an option to
purchase 1,350,000 shares of HP common stock at $0.50 per share. Such options
vest 550,000 shares on January 4, 2001, 400,000 shares on January 4, 2002 and
400,000 shares on January 4, 2003. In January 2001, the President was granted an
option to purchase 950,000 shares of HP common stock at $0.50 per share. Such
options vest 450,000 shares on January 4, 2001, 250,000 shares on January 4,
2002 and 250,000 shares on January 4, 2003. In January 2001, the Chief Executive
Officer was granted an option to purchase 650,000 shares of HP common stock at
$0.50 per share. Such options vest 450,000 shares on January 4, 2001, 100,000
shares on January 4, 2002 and 100,000 shares on January 4, 2003. In January
2001, the Corporate Secretary / Chief Administrative Officer was granted an
option to purchase 500,000 shares of HP common stock at $0.50 per share. Such
options vest 200,000 shares on January 4, 2001, 150,000 shares on January 4,
2002 and 150,000 shares on January 4, 2003. All options exercise prices were
equal to the fair market value of the stock at the date of grant.

        On January 3, 2001, the Company repriced all options currently held by
the Chairman, the President, the Chief Administrative Officer, and a Director
from the original exercise price to $.02 per share, the fair market value of
the stock at that date.




                                      F-32