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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
VITAFORT INTERNATIONAL CORP.
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(Name of issuer)
COMMON STOCK, No Par Value
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(Title of class of securities)
928467307
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(CUSIP number)
c/o SAMUEL M. KRIEGER, ESQ., KRIEGER & PRAGER, ESQS.
319 Fifth Avenue, New York, New York 10016
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(Name, address and telephone number of person
authorized to receive notices and communications)
August 24, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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(1)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
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SCHEDULE 13D
CUSIP No. 448918102 Page 2 of Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
DOMINION CAOITAL FUND LIMITED
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
7. SOLE VOTING POWER
177,578 (See Note A)
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON
WITH 177,578 (See Note A)
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
177,578 (See Note A)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2% (See Note A)
14. TYPE OF REPORTING PERSON*
CO Corporarion
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. Security and Issuer
Vitafort International Corporation
1800 Avenue of the Stars
Suite 480
Los Angeles, CA 90067
Shares of Common Stock.
ITEM 2. Identity and background:
Reporting Entity
a. Dominion Capital Fund Limited
b. c/o Citco Fund Services Ltd., POB 13136, Nassau,
Commonwealth of the Bahamas
c. Investments
d. None
e. None
f. Bahamas
Name of Executive officers and principal members of Reporting Entity
a. Inter-Caribbean Services (Bahamas) Ltd., Sole Director
b. c/o Citco Fund Services Ltd., POB 13136, Nassau,
Commonwealth of the Bahamas
c. Investment Manager
d. None
e. None
f. Bahamas
ITEM 3. Source and Amount of Funds or Other Consideration
Working Capital
ITEM 4. Purpose of Transaction
Investment
ITEM 5. Interest in Securities of Issuer
Number of Shares - 177,578 (See Note A)
Percentage of shares - 2.2% (See Note A)
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
ITEM 7. Material to be filed as Exhibits
None
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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 22, 1998
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(Date)
DOMINION CAPITAL FUND LIMITED
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)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
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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.
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
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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 ss.16(b) of the Securities Exchange Act of 1934.
