<PAGE>
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Vitafort International Corporation
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(Name of Registrant as Specified In Its Charter)
Vitafort International Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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NOTICE OF ACTION OF STOCKHOLDERS BY WRITTEN
CONSENT IN LIEU OF STOCKHOLDERS MEETING
Dear Fellow Stockholders:
On behalf of the Board of Directors and Management of Vitafort
International Corporation (the "Company"), I urge you to consider and act upon
the following proposal which the Board of Directors recommends that stockholders
approve by written Consent in Lieu of a Stockholder's Meeting. To amend the
Certificate of Incorporation of the Company to increase the number of authorized
shares of Common Stock from 9,000,000 to 30,000,000.
Only stockholders of record at the close of business on June 2, 1997
(the "Record Date"), will be requested to give their consent. To be effective,
executed consents must be signed, dated and received at the office of the
Company or its Transfer Agent. While there is no specific deadline for the
giving of consents, the Company does not intend to seek consents for a period in
excess of sixty days from the first use of this Consent Statement. Any
Stockholder who signs a written consent may revoke it by a written revocation
delivered to the President of the Company at its offices on or before the such
time as the consents of the holders of a majority of the issued and outstanding
shares has been received by the Company. There will not be a meeting at which
Stockholders may vote in person. If the proposed action is approved by the
written consent of the holders of the requisite number of shares of Common
Stock, then the proposed amendment will be effected. The address of the Company
is: Vitafort International Corporation, Suite 480, 1800 Avenue of the Stars, Los
Angeles, California 90067.
BY ORDER OF THE BOARD OF DIRECTORS
MARK BEYCHOK,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
June 2, 1997
YOUR CONSENT IS IMPORTANT. YOU ARE URGED TO DATE, SIGN AND RETURN YOUR
CONSENT PROMPTLY SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES
AND IN ORDER THAT THE APPROVAL OF THE PROPOSED CORPORATE ACTIONS BY THE CONSENT
OF THE MAJORITY OF THE ISSUED AND OUTSTANDING SHARES MAY BE ASSURED. THE PROMPT
RETURN OF YOU CONSENT WILL ALSO AID THE COMPANY IN REDUCING THE EXPENSE OF
CONSENT SOLICITATION, THE GIVING OF SUCH CONSENT DOES NOT AFFECT YOUR RIGHT TO
CHANGE YOUR VOTE BY REVOKING YOUR CONSENTS IN A SUBSEQUENT WRITING IN ADVANCE OF
THE DATE WHEN THE REQUISITE NUMBER OF CONSENTS HAS BEEN RECEIVED BY THE COMPANY.
<PAGE>
Vitafort International Corporation
1800 Avenue of the Stars, Suite 480
Los Angeles, California 90067
CONSENT STATEMENT
Stockholder Consents are being solicited by the Board of Directors of
Vitafort International Corporation (the "Company") for use in connection with
the taking of an action of Stockholders by Written Consent in Lieu of a Meeting.
This Consent Statement and form of Consent are being sent to all stockholders on
or about June 2,1997. If the proposal is adopted, the Certificate of Amendment,
substantially in the form annexed hereto, will be filed.
As of May 31, 1997, there were 5,877,366 outstanding shares of Common
Stock, which is the only outstanding class of securities of the Company entitled
to give consent to this proposed action. Each outstanding share of Common Stock
is entitled to one vote on the matter to be voted upon.
Properly executed Consents will be voted in accordance with the
instructions indicated in such Consents. If no instructions are indicated, such
Consents will be voted in favor of the proposal to amend the Company's
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 9,000,000 to 30,000,000 shares.
Any Consents given pursuant to this solicitation may be revoked at
any time prior to the Company receiving Consents from the holders of a majority
of the issued and outstanding shares of Common Stock, by delivery to the
President of the Company of a written notice of revocation.
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PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the
Company's Common Stock beneficially owned on May 31, 1997 by (i) each person who
is known by the Company to own beneficially or exercise voting or dispositive
control over 5% or more of the Company's Common Stock, (ii) each of the
Company's Directors and (iii) all executive officers and Directors as a group.
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
of Beneficial Owner of Common Stock Percentage of
Identity of Group Beneficially Owned Beneficial Ownership
- ----------------- ------------------ --------------------
<S> <C> <C>
Mark Beychok (1) 572,978 (2) 8.9%
Donald Wohl(1) 200,000 (3) 3.3%
Paul S. Hermis 100,000 (4) 1.7%
15510 Sunset Boulevard - No. 303
Pacific Palisades, California 90272
Benjamin Tabatchnick 100,000 (4) 1.7%
Tabatchnick Fine Foods
1230 Hamilton Street
Somerset, New Jersey 08873
John Coppolino (1) 56,666 (5) 1.0%
All directors and
officers as a Group
(5 persons) 1,029,644 (2)(3)(4) and (5) 15.0%
</TABLE>
(1) The Address of these persons is Suite 480, 1800 Avenue of the Stars, Los
Angeles, California 90067, except for Donald Wohl whose address is in Suite 1114
in such building.
(2) Includes (i) 62,500 shares underlying a currently exercisable option with an
exercise price of $3.00 per share which expires on December 16, 2000; (ii)
15,000 shares underlying a currently exercisable option with an exercise price
of $3.00 per share which expires on September 29, 1998; (iii) 100,000 shares
underlying a currently exercisable option with an exercise price of $5.00 per
share which expires on November 15, 1998; (iv) 100,000 shares underlying the
currently exercisable portion of a stock option, expiring December 16, 2000,
which has an exercise price of $3.00 per share (but does not include 50,000
shares underlying such option which are not currently exercisable); (v) 9,547
shares underlying a currently exercisable option with an exercise price of $4.50
per share which expires January 7, 1998; (vi) 9,547 shares underlying a
currently exercisable option with an exercise price of $6.00 per share which
expires July 7, 1998; (vii) 3,703 shares underlying a currently exercisable
option with an exercise price of $4.50 which expires October 11, 1997; (viii)
3,703 shares underlying a currently exercisable option with an exercise price of
$6.00 which expires April 11, 1998; (ix) includes 134,375 shares underlying the
currently exercisable portion of a stock option, expiring December 16, 2000,
which has an exercise price of $3.00 per share (but does not include 134,375
shares underlying such stock option which are not currently exercisable and
becomes exercisable on January 1, 1998, subject to the Company meeting certain
performance criteria), and (x) includes 100,000 shares underlying a currently
exercisable option with an exercise price of $.875 which expires December 31,
2002.
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(3) Includes 100,000 shares underlying the currently exercisable portion a stock
option, expiring December 16, 2000, which has an exercise price of $3.00 per
share (but does not include 50,000 shares underlying such stock option which are
not currently exercisable). Includes 100,000 shares underlying a currently
exercisable stock option, expiring December 31, 2002, which has an exercise
price of $.875. Does not include any shares owned by ATCOLP Partners, L.P., a
California limited partnership in which Mr. Wohl is the general partner. In
addition to such shares as it presently owns, ATCOLP Partners, L.P. will acquire
from 200,000 to 400,000 options at $.01 in connection with a loan it has made to
the Company to fund certain legal expenses.
(4) Each of Messrs. Tabatchnick and Hermis holds a currently exercisable option
for the purchase of 50,000 shares at $.875 and has entered into a consulting
agreement which provides for the issuance of 50,000 shares, subject to
forfeiture if certain performance standards relating to sales into certain
markets are not met.
(5) Includes (i) 50,333 shares underlying a currently exercisable option with an
exercise price of $3.00 per share, which expires on December 16, 2000, (but does
not include 112,500 shares underlying such option which are not currently
exercisable), (ii) includes 1,375 shares underlying a currently exercisable
option with an exercise price of $4.50, which expires January 7, 1998; and (iii)
includes 1,375 shares underlying a currently exercisable option with an exercise
price of $6.00, which expires on July 7, 1998.
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PROPOSAL
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TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WHICH THE
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COMPANY HAS AUTHORITY TO ISSUE FROM 9,000,000 SHARES TO
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30,000,000 SHARES.
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The Company's presently authorized capital consists of 9,000,000
shares of Common Stock, par value $.0001 per share, and 500,000 shares of
Preferred Stock, par value $.01 per share. The Board of Directors has
authorized, subject to shareholder approval, an amendment to Article Fourth of
the Company's Certificate of Incorporation to increase the numbers of authorized
shares of Common Stock from 9,000,000 to 30,000,000. This amendment will not
effect any changes in the presently authorized or outstanding shares of Common
Stock or Preferred Stock.
Reasons for the Proposed Amendment
As of May 31, 1997, the Company had 5,877,366 shares of Common Stock
issued and outstanding. In addition, approximately 4,100,000 shares of common
stock are reserved for issuance upon exercise of options and warrants (most of
which are not currently exercisable or are exercisable at prices substantially
in excess of the current market prices for the Company's Common Stock) and
approximately 1,900,000 shares issuable upon conversion of issued and
outstanding shares of Series B, Series C and 1997 Series A Preferred Stock
(before giving effect to any anti-dilution provisions of such options, warrants
and preferred shares). While only a portion of the options and warrants are
currently exercisable it is obvious, that the Company requires additional
authorized shares of Common Stock to meet its current and reasonably anticipated
commitments.
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The additional Common Stock authorized by the amendment could also be
issued publicly or privately in connection with future financings or
acquisitions. At this time, the Company is not seeking an underwriter and has no
plans to underwrite a public offering of Common Stock. The Company is not
currently actively engaged in any merger or acquisition negotiations.
Because of the number of issued and outstanding shares of Common
Stock and present reservations, the Company currently has an insufficient number
of authorized shares of Common Stock available for issuance to meet its current
commitments. Furthermore it can not initiate or consummate any transaction
involving the issuance of Common Stock (or securities exercisable for or
convertible into Common Stock), public or private, and its future ability to do
so is conditioned, among other things, upon approval by the Company's
shareholders of the proposed amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock
available for issuance. The Company has agreed with the holder of the 1997
Series A Preferred Stock that it would seek this authorization to increase the
number of authorized shares of Common Stock.
Whether or not shareholders approve the proposed amendment to the
Company's Certificate of Incorporation, there can be no assurance that any
future transactions or offerings of the Company's securities, public or private,
will be consummated. If the proposed amendment is approved, the Company does not
intend to solicit further authorization from stockholders for the issuance of
the Common Stock prior to such issuance, subject to the provisions of the
Delaware General Corporation Law. The Board of Directors believes that prudent
business planning suggests that the Company authorize the additional 21,000,000
shares of Common Stock at this time.
Although the Board of Directors has no present intention of doing so,
the Common Stock could also be used by the directors to defeat or delay a
hostile takeover. Faced with an actual or proposed hostile takeover, the
directors could issue a significant number of shares of Common Stock to a
friendly party in a private transaction such that the Company may become a less
attractive acquisition for a hostile party. The directors are not aware of any
current proposals by any party to acquire control of the Company and does not
presently contemplate recommending the adoption of further amendments to the
Company's Certificate of Incorporation which would affect the ability of third
parties to take over or change control of the Company.
The foregoing summary description of the proposed amendment to the
Company's Certificate of Incorporation is not intended to be complete and is
qualified in its entirety by reference to the complete text of the proposed
amendment attached to this Consent Statement as Exhibit "A."
Vote Required for Approval
- --------------------------
Approval of this proposal requires the affirmative vote of a majority
of the outstanding
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shares of Common Stock of the Company. If the amendment is not approved, the
authorized Common Stock will continue to be 9,000,000 shares.
BOARD OF DIRECTOR'S RECOMMENDATION
- ----------------------------------
The Board of Directors believes that the proposal to amend the
Certificate of Incorporation to authorize additional shares of Common Stock is
in the best interests of the Company. ACCORDINGLY, THE BOARD RECOMMENDS THAT
STOCKHOLDERS VOTE IN FAVOR OF THE PROPOSED AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION.
OTHER MATTERS
SUBMISSION OF SHAREHOLDER'S PROPOSALS
Shareholders are advised that any proposals they may wish to submit
for presentation at next year's Annual Meeting for inclusion in the Company's
proxy statement and form of proxy for such meeting must be received by the
Company on or before February 1, 1998.
FORM 10-KSB
UPON THE WRITTEN REQUEST OF A RECORD HOLDER OR BENEFICIAL OWNER OF
COMMON STOCK ENTITLED TO VOTE AT A MEETING, THE COMPANY WILL PROVIDE WITHOUT
CHARGE A COPY OF ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 1996. REQUESTS SHOULD BE
MAILED TO MARK BEYCHOK, VITAFORT INTERNATIONAL CORPORATION, SUITE 480, 1800
AVENUE OF THE STARS, LOS ANGELES, CALIFORNIA 90067.
SOLICITATION OF CONSENTS
The cost of solicitation of Consents in the accompanying form has
been or will be borne by the Company. In addition to solicitation by mail,
arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send Consents and Consent solicitation material to their
principals, and the Company may reimburse them for any attendant expenses.
In order to ensure the adoption of the proposed action, all
stockholders who receive this Consent Statement are requested to sign and return
promptly the enclosed Consent in the postage paid envelope provided for that
purpose.
BY ORDER OF THE BOARD OF DIRECTORS
Mark Beychok, President and
Chief Executive Officer
June 2, 1997
6
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
VITAFORT INTERNATIONAL CORPORATION
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
VITAFORT INTERNATIONAL CORPORATION, a Delaware
corporation (the "Corporation"), hereby certifies as follows:
FIRST: The amendment to the Certificate of Incorporation to be
effected hereby is as follows:
Paragraph 4 of the Certificate of Incorporation, relating to the
authorized capital stock of the Corporation, is hereby amended to read as
follows:
4. The total number of shares of all classes of stock that the Corporation
shall have authority to issue is 30,500,000, of which 500,000 shall be
Preferred Stock, par value $.01 per share and 30,000,000 shall be Common
Stock, par value $.0001 per share ("Common Stock"), and the voting power,
designations, preferences and relative participating option or other
special qualifications, limitations or restrictions thereof are set forth
hereinafter:
1. Preferred Stock
---------------
(a) The Preferred Stock may be issued in one or more series, each
of which shall be distinctively designated, shall rank equally
and shall be identical in all respects except as otherwise
provided in subsection 1(b) of this Section 4.
(b) Authority is hereby vested in the Board of Directors to issue
from time to time the Preferred Stock of any series and to state
in the resolution or resolutions providing for the issuance of
shares of any series the voting powers, if any, designations,
preferences and relative, participating, optional or other
special rights, and the qualifications, limitations or
restrictions of such series to the full extent now or hereafter
permitted by the law of the State of Delaware in respect of the
matters set forth in the following clauses (i) to (viii)
inclusive;
A-1
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(i) the number of shares to constitute such series, and the
distinctive designations thereof;
(ii) the voting powers, full or limited, if any, of such series;
(iii) the rate of dividends payable on shares of such series, the
conditions on which and the times when such dividends are
payable, the preference to, or the relation to, the payment of
the dividends payable on any other class, classes or series of
stock, whether cumulative or non-cumulative and, if cumulative,
the date from which dividends on shares of such series shall be
cumulative;
(iv) the redemption price or prices, if any, and the terms and
conditions on which shares of such series shall be redeemable;
(v) the requirement of any sinking fund or funds to be applied to
the purchase or redemption of shares of such series and, if so,
the amount of such fund or funds and the manner of application;
(vi) the rights of shares of such series upon the liquidation,
dissolution or winding up of, or upon any distribution of the
assets of, the Corporation;
(vii) the rights, if any, of the holders of shares of such series
to convert such shares into, or to exchange such shares for,
shares of any other class, classes or series of stock and the
price or prices or the rates of exchange and the adjustments at
which such shares shall be convertible or exchangeable, and any
other terms and conditions of such conversion or exchange;
(viii) any other preferences and relative, participating,
optional or other special rights of shares of such series, and
qualifications, limitations or restrictions including, without
limitation, any restriction on an increase in the number of
shares of any series theretofore authorized and any
qualifications, limitations or restrictions of rights or powers
to which shares of any future series shall be subject.
(c) The number of authorized shares of Preferred Stock may be
increased or decreased by the affirmative vote of the holders of
a majority of the votes of all classes of voting securities of
the Corporation without a class vote of the Preferred Stock, or
any series thereof, except as otherwise provided in the
resolution or resolutions fixing the voting rights of any series
of the Preferred Stock.
A-2
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2. Common Stock
------------
(a) After the requirements with respect to preferential dividends
on the Preferred Stock (fixed in accordance with the provisions
of Paragraph 1 of this Section 4), if any, shall have been met
and after the corporation shall have complied with all the
requirements, if any, with respect to the setting aside of same
as sinking funds or redemption or purchase accounts (fixed in
accordance with the provisions of Paragraph 1 of this Section 4),
and subject further to any other conditions which may be fixed in
accordance with the provisions of Paragraph 1 of this Section 4,
then and not otherwise the holders of Common Stock shall be
entitled to receive such dividends as may be declared from time
to time by the Board of Directors.
(b) After distribution in full of the preferential amount (fixed
in accordance with the Provisions of Paragraph 1 of this Section
4), if any, to be distributed to the holders of Preferred Stock
in the event of the voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding-up of the
Corporation, the holders of Common Stock shall, subject to the
rights, if any, of the holders of Preferred Stock to participate
therein (fixed in accordance with the provisions of Paragraph 1
of this Section 4) be entitled to receive all the remaining
assets of the Corporation, tangible and intangible, of whatever
kind available for distribution to stockholders ratably in
proportion to the number of shares of Common Stock held by them
respectively.
(c) Except as may otherwise be required by law or by the
provisions of such resolution or resolutions as may be adopted by
the Board of Directors pursuant to Paragraph 1 of this Section 4,
each holder of Common Stock shall have one vote in respect of
each share of Common Stock held by him on all matters voted upon
by the stockholders.
3. OTHER PROVISIONS RELATED TO SHARES OF STOCK:
-------------------------------------------
(a) No holder of any of the shares of any class or series of
stock or of options, warrants or other rights to purchase shares
of any class or series of stock or of other securities of the
Corporation shall have any preemptive right to purchase or
subscribe for any unissued stock of any class or series or any
additional shares of any class or series to be issued by reason
of any increase of the authorized capital stock of the
Corporation of any class or series, or bonds, certificates of
indebtedness, debentures or other securities convertible into or
exchangeable for stock of the Corporation of any class or series,
or carrying any right to purchase stock of any class or series,
but such unissued
A-3
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stock, additional authorized issue of shares of any class or
series of stock or securities convertible into or exchangeable
for stock, or carrying any right to purchase stock, may be issued
and disposed of pursuant to resolution of the Board of Directors
to such persons, firms, corporations or associations, whether
such holders or others, and upon such terms as may be deemed
advisable by the Board of Directors in the exercise of its sole
discretion.
(b) The powers and rights of Common Stock shall be subordinated
to the powers, preferences and rights of the holders of Preferred
Stock. The relative powers, preferences and rights of each series
of Preferred Stock in relation to the powers, preferences and
rights of each other series of Preferred Stock shall, in each
case, be as fixed from time to time by the Board of Directors in
the resolution or resolutions adopted pursuant to authority
granted in Paragraph I of this Section 4 and the consent, by
Class or series, vote or otherwise, of the holders of such of the
series of are from time to time outstanding Preferred Stock as
for the issuance by the Board of shall not be required Directors
of any other series of rights of such other series shall be fixed
by the Board of Directors as senior to, or on a parity with, the
powers, preferences and rights of such outstanding series, or any
of them; provided, however, that the Board of Directors may
provide in the resolution or resolutions as to any series of
Preferred Stock adopted pursuant to Paragraph 1 of this 4 Section
4 that the consent of the holders of a majority (or such greater
proportion as shall be therein fixed) of the outstanding shares
of such series voting thereon shall be required for the issuance
of any or all other series of Preferred Stock.
(c) subject to the provisions of subparagraph (b) of this
Paragraph 3 of this Section 4, shares of any series of Preferred
Stock may be authorized or issued from time to time as the Board
of Directors in its sole discretion shall determine and on such
terms and for such consideration as shall be fixed by the Board
of Directors in its sole discretion.
(d) Shares of Common stock may be issued from time to time as the
Board of Directors in its sole discretion shall determine and on
such terms and for such consideration as shall be fixed by the
board of Directors in its sole discretion.
(e) The authorized number of shares of Common Stock and of
Preferred Stock Preferred Stock may be increased or decreased
from time to time by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock and Preferred
Stock of the corporation entitled to vote thereon.
A-4
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SECOND: The foregoing amendment to the Certificate of Incorporation of the
Corporation was duly adopted by the holders of at least a majority of the
outstanding shares entitled to vote by their giving written consent thereto in
accordance with Section 242 of the Delaware General Corporation Law
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President and its Assistant Secretary this ______
day of _______, 1997.
VITAFORT INTERNATIONAL CORPORATION
-------------------------------------
Mark Beychok, President
-------------------------------------
Frank J. Hariton, Assistant Secretary
A-5
<PAGE>
WRITTEN CONSENT OF THE SHAREHOLDERS OF
VITAFORT INTERNATIONAL CORPORATION
Unless otherwise indicated below, the undersigned, being a stockholder of
record of shares of common stock of Vitafort International Corporation (the
"Company"), and in the aggregate the holders of record of a majority of the
issued and outstanding shares of common stock of the Company, do(es) hereby
consent in writing to the adoption of the following resolution and to the taking
of all action required or permitted thereby:
RESOLVED, that the Certificate of Incorporation of Vitafort
International Corporation be amended to increase the number of
shares of common stock which it is authorized to issue from
9,000,000 shares to 30,000,000 shares.
/ / CONSENTS / / DOES NOT CONSENT / / ABSTAINS
This written consent may be signed in counterparts all of which taken
together shall constitute the consent of the holders of a majority of the
issued and outstanding shares of common stock of Vitafort International
Corporation.
-------------------------------------------
Sign Name
-------------------------------------------
Joint Owner signs (if applicable)
-------------------------------------------
Number of Shares
-------------------------------------------
Date
PLEASE SIGN YOUR NAME(S) EXACTLY AS IT (THEY) APPEAR ON YOUR STOCK
CERTIFICATES, IN THE CASE OF JOINT OWNERSHIP, BOTH OWNERS MUST SIGN. IF NO
INDICATION IS MADE, THE CONSENT WILL BE COUNTED AS BEING IN FAVOR OF THE
PROPOSAL.
SHAREHOLDERS MAY ALSO WITHHOLD THEIR CONSENT BY NOT SIGNING AND NOT RETURNING
THIS CONSENT
