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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VITAFORT INTERNATIONAL CORP.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
928467307
(CUSIP Number)
August 24, 1998
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d)
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CUSIP No. 928467307 SCHEDULE 13G
1. Name of Reporting Person
Dominion Capital Fund, Limited
I.R.S. Identification No. of Above Person (entities only) N/A
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x]
3. SEC Use Only
4. Citizenship or Place of Organization
Bahamas
Number of Shares 5. Sole Voting Power
177,578
Beneficially
Owned by Each 6. Shared Voting Power
Reporting Person N/A
With 7. Sole Dispositive Power
177,578 (See Note A)
8. Shared Dispositive Power
N/A
9. Aggregate Amount Beneficially Owned by Each Reporting Person
177,578 (See Note A)
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10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row 9
2.2% (see Note A attached)
12. Type of Reporting Person
CO
ITEM 1 (a) NAME OF ISSUER
VITAFORT INTERNATIONAL CORP.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
1800 Avenue of the Stars
Suite 480
Los Angeles, California 90067
ITEM 2 (a) NAME OF PERSON FILING
DOMINION CAPITAL FUND, LIMITED
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Citco Fund Services, Bahamas Financial Centre, 3rd Fl.
Charlotte & Sherley Street
P.O. Box CB-13136
Nassau, Bahamas
(c) CITIZENSHIP
Bahamas
(d) TITLE OF CLASS OF SECURITIES
Common Stock, $.0001 par value
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(e) CUSIP NUMBER
928467307
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check whether the person is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940
(e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in section 3(b) of the Federal
Deposit Insurance Act
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(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box
[X]
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
177,578 - See Note A attached
(b) Percent of class:
2.2% - See Note A attached
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
177,578 - See Note A attached
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
177,578 - See Note A attached
(iv) Share power to dispose or to direct the disposition of: N/A
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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NOTE A
The Reporting Person holds Series A Convertible Preferred Stock having a
liquidation preference of $500,000 and warrants to acquire 177,578 shares of
Common Stock of the Issuer. Under the terms of the Certificate of Designations
for the Series A Stock, shares of Series A Stock are generally convertible into
shares of Common Stock of the Issuer, where conversions are effected at a
conversion rate equal to 78.75% of the average of the closing bid price of a
share of Common Stock of the Issuer during the 5 trading days prior to the
conversion if the Market Price is .6875 or less and at the Market Price if the
Market Price exceeds .6875.. Such shares Series A Stock, however, are not
currently fully convertible into shares of Common Stock of the Issuer by the
holders, because of the Securities Purchase Agreement between Reporting Person
and the Company restricts the rights of Reporting Person to convert if, as a
result of such conversion (but without giving effect to shares issuable upon
conversions not yet submitted), the holder and its affiliates would have actual
ownership of more than 9.99% of the outstanding shares of Common Stock of the
Issuer. Were such restriction not applicable, Reporting Person would, based on
current market prices of such Common Stock at about $.097 per share, be able to
convert its Series A Stock into 6,545,574 shares of Common Stock.
In addition, Reporting Person holds 6% Convertible Debentures having a principal
amount of $548,352. Under the terms of the Debenture, they are generally
convertible into shares of Common Stock of the Issuer, where conversions are
effected at a conversion rate equal to 75% of the average of the closing bid
price of a share of Common Stock of the Issuer during the 5 trading days prior
to the conversion. Such Debentures, however, are not currently fully convertible
into shares of Common Stock of the Issuer by the holders, because of the
Securities Purchase Agreement between Reporting Person and the Company and the
Debentures restrict the rights of Reporting Person to convert if, as a result of
such conversion (but without giving effect to shares issuable upon conversions
not yet submitted), the holder and its affiliates would have actual ownership of
more than 9.99% of the outstanding shares of Common Stock of the Issuer. Were
such restriction not applicable, Reporting Person would, based on current market
prices of such Common Stock at about $.097 per share, be able to convert its
Debentures into 7,537,485 shares of Common Stock.
If all of the Series A Stock and Debentures were currently convertible and
converted and warrants exercised, the Reporting Person's total shares of Common
Stock (including shares issued and shares to be issued and the exercise of
Warrants) would be 14,260,637 shares (65.1%).
The exact number of shares which would be issuable to the Reporting Person upon
such conversions can not be specified at this time, because the actual
conversion rate at the time of any given conversion may be higher or lower.
The Reporting Person disclaims any beneficial interest in or voting rights in
the shares of Common Stock of the Issuer held by or issuable upon the exercise
of any conversion or other rights held by any other holder of shares or such
rights of the Issuer.
(1) The sole purpose of this Amendment is to correct the principal amount of
debentures outstanding.
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Notwithstanding anything to the contrary contained therein, the Reporting Person
specifically disclaims any intent to acquire any shares of Common Stock to the
extent the sum of (1) the number of shares of Common Stock beneficially owned by
the Purchaser and its affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unconverted portion of
the Preferred Stock), and (2) the number of shares of Common Stock issuable upon
the conversion of the Preferred Stock with respect to which the determination of
this previso is being made, would result in beneficial ownership by the
Reporting Person and its affiliates of more than 9.99% of the outstanding shares
of Common Stick (after taking into account the shares to be issued to the
Purchaser upon such conversion), or would otherwise subject the Reporting Person
to any of the provisions of Section 16(b) of the Securities Exchange Act of
1934.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
December 14, 1998
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(Date)
DOMINION CAPITAL FUND, LIMITED
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By: INTER-CARIBBEAN FUND
SERVICES (BAHAMAS) LTD.
By: /s/ Carl O'Connell
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(Signature)
Carl O'Connell, Director
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(Name/Title)
