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)(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)
As of December 31, 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 not 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).
<PAGE>
CUSIP No. SCHEDULE 13D Page _ of __ Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DOMINION CAPITAL FUND LIMITED
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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7 SOLE VOTING POWER
-0- (See Note A)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON -0- (See Note A)
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (See Note A)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0- (See Note A)
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14 TYPE OF REPORTING PERSON*
CO Corporation
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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. a. Interest in Securities of Issuer
Number of Shares - -0- (See Note A)
Percentage of shares - -0- (See Note A)
c. 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
<PAGE>
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.
9/8/99
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(Date)
DOMINION CAPITAL FUND LIMITED
By: INTER-CARIBBEAN FUND
SERVICES (BAHAMAS) LTD.
By: /s/ T. Curry
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(Signature)
T. Curry, Director
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(Name/Title)
By: /s/ Andy Dipkin
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(Signature)
Andy Dipkin, 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.
<PAGE>
NOTE A
On January 21, 1999, effective as of December 31, 1998, the Reporting Person
entered into one or more agreements whereby the Company redeemed 500 shares of
Series A Preferred Stock and 6% Convertible Debenture having a principal amount
of $548,352, held by the Reporting Person, in exchange for certain other non-US
securities owned by the Company or its designee. Accordingly, the Reporting
Person has no interest in the common stock of Vitafort.
The Reporting Person also made a loan of $300,000 to the Company due October 22,
1999, and received a Warrant to purchase 30,000 shares of the Company's common
stock at an exercise price of $.40 per share, and an additional Warrant to
purchase 30,000 shares of the Company's common stock at an exercise price of
$.25 per share (which Warrant may adjusted to an exercise price of $.0l per
share under certain circumstances).
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 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.
