FORM 10-QSB

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(Mark One)

(X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended January 31, 2008

         OR

(  )     TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.


Commission file number:  0-17378


                             VITRO DIAGNOSTICS, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Nevada                                               84-1012042
           ------                                               ----------
(State or other jurisdiction of                              (I.R.S. employer
incorporation or organization)                              Identification No.)

12635 E. Montview Blvd., Aurora, Colorado                          80045
-----------------------------------------                          -----
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number, including area code:  (720) 859-4120
                                                 --------------

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(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 at least the past 90 days.
Yes  X   No
    ---     ---

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes        No  X
                                     ---       ---

The number of shares outstanding of the issuer's class of common equity as of
March 14, 2008 was 13,931,681.

Transitional Small Business Disclosure Format: Yes      No  X
                                                   ---     ---



<PAGE>



                             VITRO DIAGNOSTICS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                          Page
                                                                          ----

Item 1.       Condensed Balance Sheet, January 31, 2008 (unaudited)        3

              Condensed Statements of Operations for the three months
              ended January 31, 2008 and 2007 (unaudited)                  4

              Statement of Changes in Shareholders' Deficit (unaudited)    5

              Condensed Statements of Cash Flows for the three months
              ended January 31, 2008 and 2007 (unaudited)                  6

              Notes to the Condensed Unaudited Financial Statements        7

Item 2.       Management's Discussion and Analysis or Plan of
              Operation                                                    11

Item 3.       Controls and Procedures                                      13

PART II - OTHER INFORMATION

Item 5.       Other Information                                            14
Item 6.       Exhibits                                                     14
              Signatures                                                   14


                                       2
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                       Condensed Balance Sheet (Unaudited)
                                January 31, 2008

Assets
Current assets:
     Cash......................................................     $ 123,068
     Accounts receivable.......................................           750
     Inventory, at cost........................................         2,484
                                                                  -----------

                                           Total current assets       126,302

Equipment, net of accumulated depreciation of $24,291..........        14,942
Patents, net of accumulated amortization of $15,636............        13,681
Deferred costs.................................................        20,641
Other assets...................................................         6,193
                                                                  -----------

                                                                  $   181,759
                                                                  ===========

Liabilities and Shareholders' Deficit
Current liabilities:
     Current maturities on note payable (Note E)...............   $     6,000
     Current maturities on capital lease obligation (Note E)...         1,971
     Accounts payable..........................................        20,296
     Due to officer (Note B)...................................        14,236
     Note payable and accrued interest payable
       to officer (Note B).....................................       212,209
     Accrued payroll expenses (Note B).........................     1,083,637
     Lines of credit (Note D)..................................        93,634
                                                                  -----------
                                      Total current liabilities     1,431,983

Long-term debt (Note E):
     Note payable, less current maturities.....................        26,025
     Capital lease obligation, less current maturities.........        11,540
                                                                  -----------
                                              Total liabilities     1,469,548
                                                                  -----------

Shareholders' deficit (Note F):
     Preferred stock, $.001 par value; 5,000,000 shares
        authorized; -0- shares issued and outstanding..........         --
     Common stock, $.001 par value; 50,000,000 shares
        authorized; 13,931,681 shares issued and outstanding...        13,932
     Additional paid-in capital................................     4,776,770
     Accumulated deficit.......................................    (6,078,491)
                                                                  -----------
                                    Total shareholders' deficit    (1,287,789)
                                                                  -----------

                                                                  $   181,759
                                                                  ===========


      See accompanying notes to condensed, unaudited financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>



                                                VITRO DIAGNOSTICS, INC.
                                           Condensed Statements of Operations
                                                     (Unaudited)

                                                                               For The Three Months Ended
                                                                                       Janurary 31,
                                                                             ----------------------------------
                                                                                 2008                  2007
                                                                             ------------          ------------
<S>                                                                          <C>                   <C>
Product sales .......................................................        $        750          $        500
                                                                             ------------          ------------

Operating costs and expenses:
     Research and development .......................................              67,572                53,870
     Selling, general and administrative ............................              28,047                23,054
                                                                             ------------          ------------
                                   Total operating costs and expenses              95,619                76,924
                                                                             ------------          ------------
                                                 Loss from operations             (94,869)              (76,424)

Other income (expense):
     Interest expense ...............................................             (11,841)               (7,750)
                                                                             ------------          ------------
                                             Loss before income taxes            (106,710)              (84,174)

Provision for income taxes (Note C) .................................                --                    --
                                                                             ------------          ------------

                                                             Net loss        $   (106,710)         $    (84,174)
                                                                             ============          ============

Basic and diluted net loss per common share .........................        $      (0.01)         $      (0.01)
                                                                             ============          ============
Shares used in computing basic and diluted
     net loss per common share ......................................          12,681,681            12,450,912
                                                                             ============          ============


                           See accompanying notes to condensed, unaudited financial statements

                                                           4

<PAGE>



                                                          VITRO DIAGNOSTICS, INC.
                                      Statement of Changes in Shareholders' Deficit (Unaudited)


                                          Preferred Stock            Common Stock           Additional
                                     -------------------------  ------------------------     Paid-in     Accumulated
                                        Shares        Amount      Shares       Par Value     Capital       Deficit         Total
                                     -----------   -----------  -----------   -----------   -----------  -----------    -----------

       Balance, October 31, 2007            --     $      --     12,681,681   $    12,682   $ 4,653,020   $(5,971,781)  $(1,306,079)

Common stock units sold
   pursuant to private
   placement, $.0.10 per
   unit (Note F)                            --            --      1,250,000         1,250       123,750         --          125,000
Net loss for the three
   months ended January 31, 2008            --            --           --            --            --       (106,710)      (106,710)
                                     -----------   -----------  -----------   -----------   -----------  -----------    -----------

       Balance, January 31, 2008            --     $      --     13,931,681   $    13,932   $ 4,776,770  $(6,078,491)   $(1,287,789)
                                     ===========   ===========  ===========   ===========   ===========  ===========    ===========



                                     See accompanying notes to condensed, unaudited financial statements

                                                                 5

<PAGE>



                                                 VITRO DIAGNOSTICS, INC.
                                   Condensed Statements of Cash Flows (Unaudited)


                                                                            For The Three Months Ended
                                                                                 January 31,
                                                                          -----------------------------
                                                                            2008                2007
                                                                          ---------           ---------


Net cash used in operating activities..........................           $ (16,370)          $ (18,290)
                                                                          ---------           ---------

Cash flows from investing activities:
     Purchases of equipment....................................              (1,688)               --
     Payments for patents and deferred costs...................              (2,106)                (29)
                                                                          ---------           ---------
Net cash used in investing activities..........................              (3,794)                (29)
                                                                          ---------           ---------

Cash flows from financing activities:
     Proceeds from issuance of notes payable...................               3,400                --
     Repayments on lines of credit, net........................               2,526                (521)
     Principal payments on capital lease.......................                (433)               --
     Proceeds from sale of common stock........................             125,000              30,000
                                                                          ---------           ---------
Net cash provided by financing activities......................             130,493              29,479
                                                                          ---------           ---------

                                             Net change in cash             110,329              11,160
Cash, beginning of period......................................              12,739               1,152
                                                                          ---------           ---------
                                            Cash, end of period           $ 123,068           $  12,312
                                                                          =========           =========

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
        Interest...............................................           $   6,665           $   4,836
                                                                          =========           =========
        Income taxes...........................................           $     --            $    --
                                                                          =========           =========


             See accompanying notes to condensed, unaudited financial statements

                                               6
</TABLE>

<PAGE>



<PAGE>



                             VITRO DIAGNOSTICS, INC.
                Notes to Unaudited Condensed Financial Statements

Note A:  Basis of Presentation

The condensed, unaudited financial statements presented herein have been
prepared by the Company in accordance with the instructions for Form 10-QSB and
the accounting policies in its Form 10-KSB for the year ended October 31, 2007
and should be read in conjunction with the notes thereto.

In the opinion of management, the accompanying unaudited condensed financial
statements contain all adjustments (consisting only of normal recurring
adjustments) which are necessary to provide a fair presentation of operating
results for the interim periods presented. The results of operations presented
for the period ended January 31, 2008 are not necessarily indicative of the
results to be expected for the year.

Financial data presented herein are unaudited.

Basis of Presentation - Going Concern


The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company has suffered significant losses
since inception and has working capital and shareholders' deficits at January
31, 2008, that raise substantial doubt about its ability to continue as a going
concern. In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operation of the Company,
which in turn is dependent upon the Company's ability to meet its financial
requirements, raise additional capital, and the success of its future
operations. The financial statements do not include any adjustments relating to
the recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.

The Company's continuation as a going concern is dependent upon its ability to
obtain capital from outside sources, generate sufficient cash flow to meet its
obligations on a timely basis and ultimately to attain profitability. During the
years ended October 31, 2007 and 2006, the then president and now chairman has
loaned the Company funds for working capital on an "as needed" basis. There is
no assurance that these loans will continue in the future. The Company plans to
seek additional funding to maintain its operations through debt and equity
financing. The Company is presently engaged in discussions with companies that
have expressed interest in the commercialization of the Company's stem cell
technology and the Company's fertility drugs. Management intends to pursue these
and other opportunities with the objective of establishing strategic alliances
to fund further development and commercialization of its key technologies. Also,
the Company recently launched a new product line, VITROCELL(TM), consisting of
novel human cell lines for research and development. Management intends to
pursue revenue generation from this product line and development of other
related products to the fullest extent possible given its resources. There is no
assurance that any of these initiatives will yield sufficient capital to
maintain the Company's operations. In such an event, management intends to
pursue various alternatives such as sale of its assets or merger with other
entities.

Note B:  Related Party Transactions

Indebtedness to officer

During the past four fiscal years, the Company's president paid $14,236 in
expenses on behalf of the Company, which remained unpaid as of January 31, 2008.
The balance of $14,236 is included in the accompanying financial statements as
"Due to officer".

                                       7

<PAGE>



                             VITRO DIAGNOSTICS, INC.
                Notes to Unaudited Condensed Financial Statements


Notes payable

During the period from August 23, 2002 to October 31, 2007 an officer loaned the
Company a total of $189,408 through various notes that had also accrued interest
in the amount of $14,225. These notes and the accrued interest were consolidated
into a single note of $203,633 that matures on October 31, 2008 and accrues
interest on the unpaid principle at a rate of 10% per annum. This note is
collateralized by a first lien on the FSH patents owned by the Company, the same
collateral that had secured a prior note between the Company and the officer.
Accrued interest payable on the loans totaled $5,091 at January 31, 2008.

During the three months ended January 31, 2008, the officer loaned the Company
an additional $3,400 for working capital. The loans are uncollateralized, due on
demand and accrue interest on the unpaid principle at a rate of 10% per annum.
Accrued interest payable on the loans totaled $85 at January 31, 2008.

Accrued salaries

The Company accrues the salaries of its officer due to a lack of working
capital. Salary expense incurred for the three months ended January 31, 2008
totaled $75,000. Total accrued salaries and payroll taxes totaled $1,083,637 at
January 31, 2008.

Other

The president has personally guaranteed all debt instruments of the Company
including all credit card debt.

Note C:  Income Taxes

The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the period ended January 31, 2008 resulting in a
deferred tax asset. The net deferred tax asset was fully allowed for through the
valuation allowance, therefore the net benefit and expense resulted in $-0-
income taxes.

The valuation allowance will be evaluated at each balance sheet date,
considering positive and negative evidence about whether the asset will be
realized. At that time, the allowance will either be increased or reduced;
reduction could result in the complete elimination of the allowance if positive
evidence indicates that the value of the deferred tax asset is no longer
impaired and the allowance is no longer required.

Note D:  Lines of Credit

The Company has a $12,500 line of credit of which $1,122 was unused at January
31, 2008. The interest rate on the credit line was 16.25% at January 31, 2008.
Principal and interest payments are due monthly.


                                       8

<PAGE>



                             VITRO DIAGNOSTICS, INC.
                Notes to Unaudited Condensed Financial Statements


The Company also has six credit cards with a combined credit limit of $88,000,
of which $5,744 was unused at January 31, 2008. The interest rates on the credit
cards range from 14.49% to 31.99% as of January 31, 2008.

Note E:  Long-Term Debt

Note Payable

During August 2003, the Company converted liabilities owed to its attorney into
a promissory note. The note carries a 10 percent interest rate and is payable at
the rate of $500 per month. As of January 31, 2008, the Company owed $32,025 on
the note. The Company subsequently repaid the note in full during March 2008.

Capital Lease Obligation

On July 26, 2007, the Company entered into a capital lease agreement to acquire
laboratory equipment. The Company is obligated to make 3 monthly payments of $25
and 60 monthly payments of $382 under the lease. Future maturities of the
capital lease obligation are as follows:

            Year ended October 31,
            ----------------------

                    2008 ..................     $  3,440
                    2009 ..................        4,587
                    2010 ..................        4,587
                    2011 ..................        4,587
                    2012 ..................        3,823
                                                --------
                                                $ 21,024
                  Less: imputed interest          (7,513)
                                                ========
                  Present value of net
                    minimum lease payments      $ 13,511
                                                ========


The president of the Company has personally guaranteed the lease obligation.

Note F:  Shareholders' Deficit

Common Stock and Warrant Purchase Agreement

On January 31, 2008 (the "Closing Date"), the Company completed a private
placement of 1,250,000 units to three investors (the "Investor") at a price of
$0.10 per Unit, for gross proceeds of $125,000. Each Unit consisted of one (1)
share of common stock and eight-tenths (8/10) of one Class A Warrant for a total
of 1,250,000 shares of common stock and 1,000,000 Class A Warrants. The
transaction was not registered under the Securities Act of 1933, as amended, but
were sold pursuant to an exemption from registration. The Class A Warrants grant
the Investor the right to purchase one (1) share of common stock and one-half
(1/2) B Warrant at an exercise price of $0.125 per share. The Class A Warrants
are exercisable immediately and remain exercisable for a period of 90 days from
the Closing Date. The Class A Warrants must be exercised if the Company
demonstrates the distribution of stem cell-derived beta islets to potential
customers not later than April 15, 2008. Each Class B Warrant grants the
Investor the right to purchase one (1) share of common stock and one (1) Class C
Warrant at an exercise price of $0.25 per share. The Class B Warrants are
exercisable upon the exercise of the Class A Warrants and remain exercisable for
a period of seven months from the Closing Date. The Class B Warrants must be


                                       9

<PAGE>



                             VITRO DIAGNOSTICS, INC.
                Notes to Unaudited Condensed Financial Statements


exercised if the Company can demonstrate sales of stem cell-derived beta islets
in an amount of at least $30,000 for the three months ended July 31, 2008. Each
Class C Warrant grants the Investor the right to purchase one (1) share of
common stock at an exercise price of $0.25 per share. The Class C Warrants are
exercisable upon the exercise of the Class B Warrants and remain exercisable for
a period of ten months from the Closing Date and must be exercised if the
Company can demonstrate sales of stem cell-derived beta islets in an amount of
at least $100,000 for the three months ended October 31, 2008. The private
placement was conducted by the Company's officers and directors and no
underwriting discounts, commissions, or finders' fees were paid. The Company has
agreed to pay a financing fee to the Investor in connection with offering equal
to 2% of the aggregate purchase price of the securities to cover the Investor's
legal fees arising from the transaction.

Employee stock options

The following schedule summarizes the changes in the Company's outstanding stock
options:

<TABLE>
<CAPTION>

                                                                                  Weighted
                                                    Options Outstanding            Average                        Weighted
                                                 ---------------------------      Remaining      Aggregate        Average
                                                 Number of    Exercise Price     Contractual    Intrinsic      Exercise Price
                                                   Shares      Per Share             Life          Value         Per Share
                                                 ---------    ------------       ------------  -----------     -----------

<S>                                                <C>        <C>     <C>         <C>           <C>              <C>
Balance at October 31, 2007...................     705,864    $.08 to $.81        5.98 years    $ 26,160         $ 0.19
   Options granted............................         --         $0.00                                          $  --
   Options exercised..........................         --         $0.00                                          $  --
   Options expired............................         --         $0.00                                          $  --
                                                  --------

Balance at January 31, 2008...................     705,864    $.08 to $.81        5.72 years    $  2,000         $ 0.19
                                                  ========    ============       ============   ========         ======

Exercisable at October 31, 2007...............     405,864    $.08 to $.81        4.89 years    $ 26,160         $ 0.19

Exercisable at January 31, 2008...............     405,864    $.08 to $.81        4.64 years    $  2,000         $ 0.19
                                                  ========    ============       ============   ========         ======
</TABLE>


Note G:  Reinstatement of Previously De-Obligated Grant Funds

The Company had previously filed an appeal with the National Institute of Child
Health and Human Development requesting reinstatement of $48,518, the amount
previously de-obligated from a research grant received from the NIH during 2001.
This was based on the Company's position that it had fulfilled the financial
reporting requirements to close-out the grant and other information that formed
the basis of the Company's appeal. During March 2007, the Company received
notification of the success of its appeal and full re-instatement of the
de-obligated funds. As a result of the reinstatement of the de-obligated funds,
the Company recognized a gain of $54,401 related to the removal of the
previously recorded contingent liability.

                                       10

<PAGE>



ITEM 2.  Management's Discussion and Analysis or Plan of Operation

Introduction
------------

         This section discusses the financial condition of Vitro Diagnostics,
Inc. (the "Company") at January 31, 2008 and compares it to the Company's
financial condition at October 31, 2007. It also discusses the Company's results
of operations for the three-month period ending January 31, 2008 and compares
those results to the results of the three months ended January 31, 2007. This
information should be read in conjunction with the information contained in the
Company's Annual Report on Form 10-KSB for the fiscal year ended October 31,
2007, including the audited financial statements and notes contained therein.

         Certain statements contained herein and subsequent oral statements made
by or on behalf of the Company may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation, statements regarding the
Company's plan of business operations, potential contractual arrangements, and
receipt of working capital, anticipated revenues and related expenditures.
Factors that could cause actual results to differ materially include, among
others, acceptability of the Company's products in the market place, general
economic conditions, receipt of additional working capital, the overall state of
the biotechnology industry and other factors set forth in the Company's filings
with the Securities and Exchange Commission, including its Annual Report on Form
10-KSB for the fiscal year ended October 31, 2007 under the caption, "Risk
Factors." Most these factors are outside the control of the Company. Investors
are cautioned not to put undue reliance on forward-looking statements. Except as
otherwise required by applicable securities statutes or regulations, the Company
disclaims any intent or obligation to update publicly these forward looking
statements, whether as a result of new information, future events or otherwise.


Liquidity and Capital Resources

         During the first quarter of fiscal 2008, the Company completed a
private placement of its securities that provided working capital. On January
31, 2008, the Company sold 1,250,000 units to three investors for gross proceeds
of $125,000, or $0.10 per unit. Each unit consisted of one share of the
Company's common stock and eight tenths (8/10) of a Class A Warrant. The Class A
Warrants permit the investors to acquire an aggregate of 1,000,000 million
additional shares of common stock at $0.125 per share and 500,000 Class B
Warrants. The Class A Warrants are exercisable until April 30, 2008 and must be
exercised in the event the Company reaches certain performance milestones with
regard to its business plan.

         The Class B warrants are exercisable at a price of $0.25 per share
until August 30, 2008 and must be exercised in the event the Company reaches an
additional milestone within the three months ending July 31, 2008. If the
investors exercise the Class B warrants, they would also receive 500,000 Class C
Warrants to acquire an additional 500,000 shares of common stock at $0.25 per
share. These Class C Warrants are exercisable until November 30, 2008 and must
be exercised if the Company reaches an additional milestone within the three


                                       11

<PAGE>



months ended October 31, 2008. The proceeds of this sale, together with the
proceeds from the exercise of all of the warrants, of which there is no
assurance, would result in gross proceeds to the Company of $500,000. Proceeds
from the offering will be used to reduce certain outstanding debt and continue
commercial development of the Company's products.

         At January 31, 2008, immediately following the financing discussed
above, the Company had a working capital deficit of $1,305,681, consisting of
current assets of $126,302 and current liabilities of $1,431,983. This
represents an increase in working capital of $19,769 from fiscal year end
October 31, 2007. The increase in working capital was due to increased cash due
to the sale of securities described above that offset liabilities incurred to
support operations, including deferred salaries and expenses.

         Current assets increased by $103,959 and current liabilities increased
by $84,190 during the quarter ended January 31, 2008. The increase in current
liabilities was primarily related to deferred salaries while assets increased
due to cash raised from the sale of the Company's securities described
previously. The Company reported a $1,287,789 deficit in shareholders' equity at
January 31, 2008, which was $18,290 less than the deficit reported at October
31, 2007.

         During the three months ended January 31, 2008, the Company's financing
activities provided cash to support our operating activities. During that time,
the Company's operations used $16,370 in cash compared to $18,290 of cash used
by operations during the three months ended January 31, 2007. The Company
reported an overall increase in cash for the first three months of 2008 of
$110,329 that was $99,169 more than the increase in cash for the first three
months of 2007. The decrease in cash usage during the first quarter of 2008 was
primarily due to the reduction of expenses due a temporary relocation of the
Company's operations. Cash raised from financing activities was derived from
sale of common stock to the three outside investors, as described above. Cash
usage reflects a minimum cash requirement of about $5500 per month for
operations. Cash requirements for operations have been cut to a minimum level by
previous cost reduction measures and are unlikely to be further reduced without
additional curtailment or suspension of operations.

         The Company continues to pursue various activities to obtain additional
capitalization, as described in the Company's Annual Report on Form 10-KSB for
the fiscal year ended 2007. A current focus is securing exercise of the warrants
issued in the private placement discussed above. Management believes that it
will achieve certain technical milestones that will result in exercise of the
Class A warrants (described above) that will provide an additional $125,000
capital infusion into the Company. Management also plans to seek suitable
business combinations in an effort to provide enhanced revenue, capitalization
and business opportunities necessary to enhance shareholder value. Some initial
discussions are underway with regard to these transactions, but there is no
assurance that any such transaction will be completed.


                                       12

<PAGE>



Results of Operations

         During the three months ended January 31, 2008, the Company realized a
net loss of $106,710 or $0.01 per share on $750 of revenue. The net loss was
$22,536 more than the net loss for the first quarter ended January 31, 2007. The
increased net loss in the first quarter of 2008 compared to the same quarter in
2007 was primarily due to increased non-cash salary expenses. Total operating
expenses were $18,695 more in the first quarter 2008 than the comparable period
in 2007. Research and development expenses increased by $13,702 and selling,
general and administrative expenses increased by $4,993.

         Current R&D activities of the Company are oriented towards advances in
its stem cell technology with potential application to research and treatment of
diabetes. A predominant current focus is development of commercial production
methods for the generation of stem cell-derived pancreatic beta islets.
Management believes that these advances improve opportunities for the Company to
commercialize beta islets for various non-therapeutic applications in drug
discovery and development and diabetes research as well.

         The Company's beta islet stem cells and related proprietary technology
also have potential application in the development of cell therapy for Type I
and some Type II diabetic patients. Recent clinical trials have shown positive
benefit of transplantation of beta islets together with various
immunosuppressive drugs in the treatment of Type I diabetes. However, the
relatively small number of islets available for transplantation and use of
immunosuppressive therapy limit this transplantation therapy. As a result, a
longer-term goal of the Company is the development of an infinite supply of
transplantable beta cells that may be transplanted without use of
immunosuppressive drugs. Such development would require greater resources than
are presently available to the Company and management is seeking appropriate
alliances and financing to support these objectives.

Item 3.  Controls and Procedures

(a) We maintain a system of controls and procedures designed to ensure that
information required to be disclosed by us in reports that we file or submit
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported, within time periods specified in the SEC's rules and
forms and to ensure that the information required to be disclosed by us in the
reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is accumulated and communicated to our management, including of Chief
Executive Officer and Principal Financial Officer, as appropriate to allow
timely decisions regarding required disclosure. As of January 31, 2008, under
the supervision and with the participation of our Chief Executive Officer and
Principal Financial Officer, management has evaluated the effectiveness of the
design and operation of our disclosure controls and procedures. Based on that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that our disclosure controls and procedures were effective.


                                       13

<PAGE>



(b) Changes in Internal Controls. There were no changes in the Company's
internal control over financial reporting during the period ended January 31,
2008 that materially affected, or is reasonably likely to materially affect, the
Company's internal controls over financial reporting.


                           PART II. OTHER INFORMATION


Item 5.  Other Information

         In an effort to conserve available working capital, the Company has
determined to postpone its annual meeting of shareholders for the indeterminate
future.

Item 6.  Exhibits.

         Exhibits: The following exhibits are filed with this report:

          31.1 Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the
               Securities Exchange Act of 1934, as amended.

          32   Certifications pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 14, 2008.

                                Vitro Diagnostics, Inc.

                                By: /s/ James R. Musick
                                    -------------------------------------------
                                    James R. Musick, President, Chief Executive
                                    Officer, Chairman of the Board of Directors,
                                    and Principal Financial Officer

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