FORM 10-QSB/A
                                 AMENDMENT NO. 1

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

(Mark One)

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

     For the quarter ended April 30, 2000

     OR

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

Commission file number: 0-17378
                        -------



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


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


8100 Southpark Way, Bldg B-1 , Littleton, Colorado            80120
-------------------------------------------------------------------------
    (Address of principal executive offices)               (Zip  Code)


                                 (303) 798-6882
        ----------------------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or 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
                                 ---           ---

     The number of shares  outstanding of the issuer's class of common equity as
of January 29, 2001 was 8,534,835.


<PAGE>

                             VITRO DIAGNOSTICS, INC.

                                      Index

                                                                          Page
                                                                          ----

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements*

            Restated condensed balance sheet, April 30, 2000 (unaudited)      3

            Restated condensed statements of operations for the three and
            six months ended April 30, 2000 and 1999 (unaudited)              4

            Restated condensed statements of cash flows for the three and
            six months ended April 30, 2000 and 1999 (unaudited)              5

            Notes to restated condensed financial statements                  6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operation                                              7

SIGNATURES                                                                    9


* The accompanying restated condensed financial statements are not covered by an
  Independent Certified Public Accountant's report.

                                        2
<PAGE>

Part I. Item 1. Financial Information
-------        ----------------------


                           Restated Condensed Balance Sheet
                                      (Unaudited)

                                    April 30, 2000

ASSETS
Current Assets:

      Accounts receivable .............................     $   293,506
      Inventories .....................................         338,073
      Prepaid expenses ................................          56,375
                                                            -----------
                                   Total current assets         687,954

Property, equipment and leasehold improvements, net ...          56,550
Deposits ..............................................           6,925
Inventory .............................................          19,500
Notes receivable ......................................           5,527
Patents, net ..........................................         144,879
                                                            -----------
                                           TOTAL ASSETS     $   921,335
                                                            ===========


LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:

      Bank overdraft ..................................     $    17,546
      Accounts payable ................................          28,213
      Current maturities on notes payable .............         208,464
      Other current liabilities .......................           5,975
                                                            -----------
                              Total current liabilities         260,198
Notes payable, net of current portion .................         105,432
                                                            -----------
                                      Total liabilities         365,630
                                                            -----------

Shareholders' Equity:
      Common stock ....................................           8,455
      Additional paid-in capital ......................       3,931,174
      Retained deficit ................................      (3,383,924)
                                                            -----------
                             Total shareholders' equity         555,705
                                                            -----------

             TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $   921,335
                                                            ===========

        See accompanying notes to restated condensed financial statements


                                        3
<PAGE>

<TABLE>

                   Restated Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>



                                                    Three Months Ended               Six Months Ended
                                                        April 30,                       April 30,
                                                 ------------------------     -----------------------------
                                                    2000          1999           2000            1999
                                                 -----------    ----------    -----------      -----------
Revenue:
<S>                                              <C>            <C>           <C>              <C>
        Product sales .........................  $  300,913     $ 306,154     $  570,155       $  628,245
        Cost of goods sold ....................      89,589        78,209        246,290          201,463
                                                 -----------    ----------    -----------      ----------
                                  Gross profit      211,324       227,945        323,865          426,782
                                                 -----------    ----------    -----------      ----------


Operating expenses:
        Selling, general and administrative ...     100,346        83,275        275,773          159,399
        Research and development ..............      91,844        82,519        252,487          139,372
                                                 -----------    ----------    -----------      ----------
                       Total operating expenses     192,190       165,794        528,260          298,771
                                                 -----------    ----------    -----------      ----------
                  Income (loss) from operations      19,134        62,151       (204,395)         128,011

Other income (expense):
        Interest income .......................       3,085         1,500          3,485            2,775
        Interest expense ......................      (9,815)      (10,260)       (13,848)         (16,477)
                                                 -----------    ----------    -----------      ----------
              Income (loss) before income taxes      12,404        53,391       (214,758)         114,309

Provision for income taxes ....................           -             -              -                -
                                                 -----------    ----------    -----------      ----------
                              Net income (loss)  $   12,404     $  53,391     $ (214,758)      $  114,309
                                                 ===========    ==========    ===========      ===========


Basic and diluted loss per common share .......  $      *       $    *        $    (0.03)      $   0.02
                                                 ===========    ==========    ===========      ===========
Basic and diluted weighted average
        common shares outstanding .............   8,455,087      6,413,702     8,455,087        6,413,702
                                                 ===========    ==========    ===========      ===========
</TABLE>

        *  Less than .01 per share

        See accompanying notes to restated condensed financial statements

                                        4
<PAGE>

                   Restated Condensed Statements of Cash Flows
                                   (Unaudited)

                                                           Six Months Ended
                                                               April 30,

                                                       -------------------------
                                                           2000          1999
                                                       -----------   -----------

Net cash provided by (used in) operating activities    $ (144,085)   $  26,874
                                                       -----------   -----------

Cash flows from investing activities:

          Property and equipment purchases ........       (29,683)     (15,798)
          Payments for patents ....................       (43,320)     (20,229)
          Proceeds from receipts on note receivable           973          -
                                                       -----------   -----------
Net cash provided by (used in) investing activities       (72,030)     (36,027)
                                                       -----------   -----------
Cash flows from financing activities:

          Proceeds from issuance of notes payable .       195,000        9,848
          Principal payments on notes payable .....       (23,176)         -
                                                       -----------   -----------
Net cash provided by financing activities .........       171,824        9,848
                                                       -----------   -----------
                                 Net change in cash       (44,291)         695
Cash, beginning of period .........................        44,291       (4,248)
                                                       -----------   -----------
                                Cash, end of period    $      -      $  (3,553)
                                                       ===========   ===========
Supplemental  disclosure of cash flow  information:
Cash paid during the period for:

          Interest ................................    $   13,848    $  17,734
                                                       ===========   ===========
          Income taxes ............................    $      -      $     -
                                                       ===========   ===========

        See accompanying notes to restated condensed financial statements

                                        5


<PAGE>

                             VITRO DIAGNOSTICS, INC.

                Notes to Restated Condensed Financial Statements
                                   (Unaudited)

Note A: Basis of Presentation

The restated condensed financial  statements presented herein have been prepared
by the  Company  in  accordance  with the  instructions  to Form  10-QSB and the
accounting  policies  in its  audited  financial  statements  for the year ended
October 31,  1999 as filed in its Form 10-KSB and should be read in  conjunction
with the notes thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.


Note B: 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  periods  shown  on the  restated  condensed
financial  statements resulting in a deferred tax asset, which was fully allowed
for, therefore the net benefit and expense result in $-0- income taxes.


Note C: Restatement of Form 10-QSB

Effective  November 1, 1999, the Company  changed its method of calculating  the
cost  of its  finished  goods  inventory  from a  method  based  on  costs  as a
percentage  of  gross  selling  price,  to cost  determined  by a  study  of the
manufacturing  process. As a result of the change,  income for the quarter ended
April 30, 2000 increased by $160,378 and the cumulative  effect of the change on
prior years decreased income by $305,691.

On August 7,  2000,  the  Company  transferred  its  diagnostics  operations  to
AspenBio,  Inc.  ("AspenBio"),  a private affiliated company owned by the former
president and director. The transaction was effective for accounting purposes on
July 31,  2000.  AspenBio  acquired  all of the  assets and  liabilities  of the
Company,  excluding  the  patents,  in  exchange  for  $250,000  and a  $450,000
promissory note.

Because  of  the  material  change  to the  Company's  inventory  valuation  and
statements of operations  during the periods ended April 30, 2000, the Company's
management  determined that it would be prudent,  due to the subsequent transfer
of its  diagnostic  operations,  to  continue  to use  the  original  method  of
calculating the cost of the Company's finished goods inventory.  Therefore,  the
Forms 10-QSB for January 31, 2000;  April 30, 2000;  and July 31, 2000 have been
restated to rescind the change in accounting policy.

                                        6

<PAGE>



ITEM 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

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

     This section discusses the financial  condition and results of operation of
Vitro Diagnostics,  Inc. (the "Company") at April 30, 2000 and for the three and
six  month  periods  ending  that  date.  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, 1999,  including  the audited
financial statements contained therein.

     Certain statements contained herein 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,
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
the other  factors set forth in the  Company's  Annual Report on Form 10-KSB for
the fiscal year ended October 31, 2000 under the caption "Risk Factors." Most of
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
-------------------------------

     At quarter end April 30, 2000, the Company had working capital of $427,756,
consisting of current  assets of $687,954 and current  liabilities  of $260,198.
This represents a decrease in working capital of $250,273 from October 31, 1999.
Current  assets  decreased by $50,571  while  current  liabilities  increased by
almost  $200,000.  The decrease in working  capital  resulted from cash spent on
operations and an increase in current  liabilities needed to support operations.
The  Company  borrowed a net of  $172,000  during the first six months of fiscal
2000 to finance a shortfall in cash flow during that time.

     In addition to the working capital available at April 30, 2000, the Company
had available two lines of credit totaling  $400,000 to help finance  operations
and capital requirements. At April 30, 2000, $63,000 remained available on these
lines.  Accounts receivable at April 30, 2000 increased by $184,979 from the end
of the previous year. This was not due to increased sales, but rather due to the
timing of those sales.

                                        7
<PAGE>

     During the six months ended April 30, 2000, the Company's  operations used,
rather than  provided  cash.  During that time,  the Company's  operations  used
$144,085,  compared to cash  generated by operations  of $26,874  during the six
months  ended April 30, 1999.  Management  believes the decrease in cash flow is
primarily  attributable to increased expenses and lower sales during the current
year.  The Company  relied on borrowing  during the first six months to maintain
its R&D department.  Proceeds from the sale of the diagnostic operation was used
to repay this debt.

Results of Operations
---------------------

     During the three  months  ended April 30,  2000,  the Company  realized net
income of $12,404,  or less than $0.01 per share, on total revenues of $300,913.
Revenue  during the second three months of fiscal 2000  decreased  slightly from
the  comparable  period of fiscal 1999.  The net income is a decrease of $41,000
from the net income for the second  quarter 1999.  The decrease in net income is
attributable to a small decrease in sales, increased R&D, SG&A costs, as well as
a slight decrease in the gross profit.

     Results  for the  six  months  ended  April  30,  2000  were a net  loss of
$214,758,  or $0.03 per  share,  on  revenue  of  $570,155.  This  represents  a
substantial  decline  from the results for the six months  ended April 30, 1999,
when the Company reported net income of $114,309. The net loss for the first six
months of 2000  represents  a  decline  of  $329,067  from the  results  for the
comparable period ended in 1999.

     In the second  quarter of 2000,  the  Company  sold 966  milligrams  of all
products.  This compares to 1,026 sold during the second quarter of 1999. Prices
for the Company's products remained constant since the second quarter of 1999.

     Profit margin from sales of the Company's product decreased from the second
quarter of 1999,  from 74% for the  quarter  ended April 30, 1999 to 70% for the
quarter  ended April 30, 2000.  This change in the profit  margin is a result of
slightly  higher  costs for raw  materials  during  the 2000  fiscal  year.  The
greatest increases in operating expenses were SG&A and research and development.
SG&A increased  $17,071 from the second  quarter of 1999.  Purchases of software
and  laboratory  supplies  were  the  cause  of  this  increase.   Research  and
development  expenses  increased  from $82,519 in the second  quarter of 1999 to
$91,844  in the  second  quarter  of 2000.  This  increase  is  attributable  to
increased emphasis on development of new products and techniques.

     Profit margin from sales of the Company's  product decreased from the first
six months of 1999,  from 68% for the six months ended April 30, 1999 to 57% for
the first six months  ended April 30, 2000.  The greatest  increase in operating
expenses was research and  development,  which  increased  from  $139,372 in the
first six  months of 1999 to  $252,487  in the  first six  months of 2000.  This
increase is  attributable  to increased  emphasis on development of new products
and techniques.

                                        8
<PAGE>



                                   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 February 22, 2001.

                                   Vitro Diagnostics, Inc.



                                   By:    /s/ James R. Musick
                                         -------------------------------------
                                         James R. Musick, President and Chief
                                         Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of the Company
in the capacity indicated on February 22, 2001.

                                      Principal Executive and Financial Officer:

                                      /s/ Henry J. Schmerler
                                      ---------------------------------
                                      Henry J. Schmerler, Treasurer and
                                      Chief Financial Officer

                                        9