FORM 10-QSB

                                  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, 2002

     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)


12635 East Montview Boulevard, Suite 218, Aurora, Colorado               80010
----------------------------------------------------------             --------
      (Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code:  (720) 589-4120
                                                     --------------

     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 June 13, 2002 was 9,221,607.

<PAGE>

                             VITRO DIAGNOSTICS, INC.

                                      INDEX


PART I - FINANCIAL INFORMATION

                                                                           Page
                                                                           ----

Item 1. Condensed Balance Sheet, April 30, 2002 (unaudited)                  1

        Condensed Statements of Operations for the three and six months
        ended April 30, 2002 and 2001 (unaudited)                            2

        Condensed Statements of Cash Flows for the six months ended
        April 30, 2002 and 2001 (unaudited)                                  3

        Notes to Condensed Financial Statements                              4

Item 2.  Management's Discussion and Analysis or Plan of Operation           8


PART II. - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                                    10

Signatures                                                                  11

                                        i
<PAGE>

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


                             VITRO DIAGNOSTICS, INC.

                             Condensed Balance Sheet
                                   (Unaudited)

                                 April 30, 2002

ASSETS
Current assets:
      Cash ......................................................   $    59,368
      Prepaid expenses ..........................................         3,744
                                                                    -----------
                                             Total current assets        63,112

Equipment, net ..................................................        14,966
Patents, net ....................................................        71,137
Deferred intellectual property costs ............................       126,116
                                                                    -----------

                                                                    $   275,331
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Accounts payable ..........................................   $    18,967
      Current maturities on capital lease obligation (Note D) ...         2,430
      Other current liabilities .................................         1,854
                                                                    -----------
                                        Total current liabilities        23,251

Capital lease obligation, less current maturities (Note D) ......        10,934
                                                                    -----------
                                                Total liabilities        34,185
                                                                    -----------

Shareholders' equity (Note C):
      Preferred stock ...........................................          --
      Common stock ..............................................         9,022
      Additional paid-in capital ................................     4,337,377
      Stock options - 790,814 outstanding .......................         5,692
      Retained deficit ..........................................    (4,110,945)
                                                                    -----------
                                       Total shareholders' equity       241,146
                                                                    -----------

                                                                    $   275,331
                                                                    ===========

       See accompanying notes to unaudited condensed financial statements

                                        1

<PAGE>

<TABLE>
                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                             Three Months Ended              Six Months Ended
                                                                  April 30,                     April 30,
                                                          --------------------------    --------------------------
                                                             2002           2001           2002           2001
                                                          -----------    -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>              <C>
Revenue:
     NIH grant ........................................   $      --        $ 30,000-    $      --        $ 30,000-
                                                          -----------    -----------    -----------    -----------

Operating expenses:
     Selling, general and administrative ..............        30,792         37,077         72,768         65,352
     Rent and facility fees, related party ............          --           15,980           --           15,980
     Contributed rent and facility fees,
        related party .................................          --             --             --            5,250
     Stock-based compensation (Note C):
        Director services .............................          --             --            2,100           --
        Legal fees ....................................          --            3,687            464          3,687
     Research and development .........................        44,131         87,619        104,851        144,041
                                                          -----------    -----------    -----------    -----------
                               Total operating expenses        74,923        144,363        180,183        234,310
                                                          -----------    -----------    -----------    -----------
                                         Operating loss       (74,923)      (114,363)      (180,183)      (204,310)

Other income and expense:
     Interest income ..................................           177          3,500            846          9,005
     Gain on Satisfaction of Judgment (Note E) ........        28,000           --           28,000           --
Interest expense ......................................          (644)          --             (774)            (4)
                                                          -----------    -----------    -----------    -----------
                               Loss before income taxes       (47,390)      (110,863)      (152,111)      (195,309)

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

                                               Net loss   $   (47,390)   $  (110,863)   $  (152,111)   $  (195,309)
                                                          ===========    ===========    ===========    ===========


Basic and diluted loss per common share ...............   $     (0.01)   $     (0.01)   $     (0.02)   $     (0.02)
                                                          ===========    ===========    ===========    ===========

Basic and diluted weighted average
     common shares outstanding ........................     8,988,274      8,809,923      8,902,440      8,764,075
                                                          ===========    ===========    ===========    ===========
</TABLE>


       See accompanying notes to unaudited condensed financial statements

                                        2
<PAGE>

<TABLE>
                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                             Six Months Ended
                                                                  April 30,
                                                           ----------------------
                                                             2002         2001
                                                           ---------    ---------
<S>                                                        <C>          <C>

                   Net cash used in operating activities   $(149,847)   $(226,109)
                                                           ---------    ---------

Cash flows from investing activities:
     Property and equipment purchases ..................      (2,306)        --
     Payments for deferred costs .......................      (9,463)     (22,877)
                                                           ---------    ---------
                   Net cash used in investing activities     (11,769)     (22,877)
                                                           ---------    ---------

Cash flows from financing activities:
     Proceeds from sale of common stock (Note C) .......      36,000         --
     Principal payments on capital lease ...............      (1,059)        --
                                                           ---------    ---------
                   Net cash used in financing activities      34,941         --
                                                           ---------    ---------

Net change in cash .....................................    (126,675)    (248,986)
Cash, beginning of period ..............................     186,043      589,424
                                                           ---------    ---------

                                     Cash, end of period   $  59,368    $ 340,438
                                                           =========    =========

Supplemental  disclosure of cash flow  information:
     Cash paid during the period for:
        Interest .......................................   $     774    $       4
                                                           =========    =========
        Income taxes ...................................   $    --      $    --
                                                           =========    =========

     Non-cash investing and financing activities:
        Cashless exercise of stock options .............   $    --      $     275
                                                           =========    =========
</TABLE>

       See accompanying notes to unaudited condensed financial statements

                                        3
<PAGE>


Note A:  Basis of Presentation

The financial  statements  presented herein have been prepared by the Company in
accordance  with the  accounting  policies in its Form 10-KSB for the year ended
October 31, 2001 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 three and six months ended April 30, 2002 are not necessarily indicative
of the results to be expected for the year.

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 three and six  months  ended  April 30,  2002
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
result 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 C:  Shareholders' Equity

Following  is a schedule of changes in  shareholders'  equity for the six months
ended April 30, 2002:

<TABLE>
<CAPTION>


                                                  Common Stock          Additional
                                            -------------------------    Paid-in        Stock        Retained
                                              Shares       Par Value      Capital       Options      Deficit          Total
                                            -----------   -----------   -----------   -----------   -----------    -----------
<S>                                         <C>           <C>           <C>           <C>           <C>            <C>
Balance, November 1, 2001 ...............     8,811,607   $     8,812   $ 4,299,487   $     5,228   $(3,958,834)   $   354,693
Common stock issued to a
   director for SAB seervices ...........        10,000            10         2,090          --            --            2,100
Common stock options
   granted for services .................          --            --            --             464          --              464
Common stock sold to an
   officer at $.18 per share ............       200,000           200        35,800          --            --           36,000
Net loss for the six months
   ended April 30, 2002 .................          --            --            --            --        (152,111)      (152,111)
                                            -----------   -----------   -----------   -----------   -----------    -----------
                  Balance, April 30, 2002     9,021,607   $     9,022   $ 4,337,377   $     5,692   $(4,110,945)   $   241,146
                                            ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

                                        4
<PAGE>


Common stock

On December 11, 2001, the Company issued 10,000 shares of its common stock to an
individual  in  exchange  for  services  provided  to the  Company's  Scientific
Advisory  Board.  The transaction was valued at the market price of the stock on
the date of  issuance,  which  was $.21 per  share.  As a  result,  the  Company
recognized a stock-based  compensation expense totaling $2,100 based on the fair
value of the common stock.

During February 2002, the Company sold 200,000 shares of its common stock to the
president  of the  Company for  $36,000,  or $.18 per share,  which  equaled the
market value of the common stock on the transaction date.

Stock options

The Company  accounts  for all stock  options  under SFAS No. 123.  However,  as
permitted by SFAS No. 123, the Company treats stock options granted to employees
and stock options granted to non-employees,  differently.  Directors,  acting in
their capacity as directors, are included in the employee category.

The Company has elected to account for stock options  granted to employees under
the "intrinsic value method" whereby no compensation  expense is recorded if the
option's  exercise  price  equals or exceeds  the fair  value of the  underlying
stock.

The  Company  accounts  for  stock  options  granted  to  consultants  and other
providers under the "fair value method" whereby compensation expense is recorded
at the fair value of the option.

When the  intrinsic  value  method is elected  under SFAS No. 123,  compensation
expense is measured also under the fair value  method.  Such expense is excluded
from the determination of net income, but is reported on a "pro forma" basis.

Stock options - employees: intrinsic value method

During the six months ended April 30, 2002,  the Company  granted 10,500 options
to directors with exercise  prices equal to the common stock market value on the
date of grant.  The weighted  average  exercise price and weighted  average fair
value of these options as of January 31, 2002 were $.19 and $.13,  respectively.
The options expire between  December 11, 2011 and February 13, 2012.  Directors'
options are considered employee options and are accounted for under APB 25.

Pro forma information regarding net income and earnings per share is required by
SFAS 123 as if the Company had accounted for its granted stock options under the
fair value method of that  Statement.  The pro forma  figures  include  employee
options as if they were reported at fair value. The fair value for these options
was estimated at the date of grant using the Black-Scholes  option-pricing model
with the following assumptions:

         Risk-free interest rate ....................             2.00%
         Dividend yield .............................             0.00%
         Volatility factor ..........................           114.02%
         Weighted average expected life .............           5 years

                                        5
<PAGE>

The  Black-Scholes  options  valuation model was developed for use in estimating
the fair value of traded  options,  which have no vesting  restrictions  and are
fully  transferable.  In addition,  option valuation models require the input of
highly  subjective  assumptions  including the expected stock price  volatility.
Because the Company's stock options have characteristics significantly different
from  those of traded  options,  and  because  changes in the  subjective  input
assumptions  can  materially  affect the fair value  estimate,  in  management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure  of the fair  value of its  stock  options.  However,  the  Company  has
presented  the following pro forma net loss and pro forma basic and diluted loss
per common share using the assumptions noted above.

                                           Six Months Ended
                                               April 30,
                                       ------------------------
                                          2002          2001
                                       ---------    -----------
Net loss, as reported ..............   $(152,111)   $  (195,309)
                                       =========    ===========
Pro forma net loss .................   $(153,503)   $  (242,188)
                                       =========    ===========

Basic and diluted net loss per
   common share, as reported .......   $   (0.02)   $     (0.02)
                                       =========    ===========
Pro forma basic and diluted net loss
   per common share ................   $   (0.02)   $     (0.03)
                                       =========    ===========


Stock options - non-employees: fair value method

During the six months ended April 30, 2002, the Company granted its SEC attorney
options to purchase  3,500 shares of the Company's  common  stock.  The options'
exercise prices range from $.14 to $.31 and expire between December 11, 2011 and
February  13,  2012.  The  Company  determined  the fair value of the options in
accordance with SFAS 123 and has recorded  stock-based  compensation  expense of
$464 in the accompanying unaudited condensed financial statements.

All stock options were fully vested on the date of grant. The following schedule
summarizes the changes in the Company's stock option plan:

<TABLE>
<CAPTION>

                                      Options Outstanding and Exercisable
                                      -----------------------------------        Weighted Average
                                      Number of           Exercise Price          Exercise Price
                                       Shares              Per Share                Per Share
                                      ---------           --------------          --------------
<S>                                   <C>                 <C>                     <C>
Balance at October 31, 2001.........   776,814            $.07 to $1.50             $   0.35
   Options granted..................    14,000            $.14 to $.31              $   0.19
   Options exercised................         -                 N/A                  $    -
   Options canceled.................         -                 N/A                  $    -
                                      ---------                                   --------------

Balance at April 30, 2002...........   790,814            $.07 to $1.50             $   0.35
                                      =========
</TABLE>

                                        6
<PAGE>


Note D:  Commitments

Facilities lease

The Company entered into an operating lease agreement on May 15, 2001. Under the
lease,  the Company  receives the use of a laboratory  facility,  equipment  and
furnishings within the facility, common areas, and reception services. The lease
commenced June 1, 2001 and expired  August 31, 2001. The lease is  automatically
extended  at the end of the  initial  term  for the same  period  of time as the
initial  term,  up to a maximum of one year,  unless  either party gives written
notice to the contrary at least 60 days prior to the end of the initial term, as
extended.  Rent  payments of $1,872 are payable under the lease on or before the
first of each month.  Future minimum  payments under the facilities  lease total
$13,104 for the year ending October 31, 2002.

Capital lease

On May 22, 2001, the Company  entered into a capital lease  agreement to acquire
computer and laboratory  equipment.  The Company is obligated to make 60 monthly
payments of $388 under the lease.  The lease  contains an option for the Company
to acquire all of the  equipment at the end of the lease for $1.  Maturities  on
the capital lease obligation are as follows:

Year ended October 31,
        2002..............................   $  4,657
        2003..............................      4,657
        2004..............................      4,657
     2005 and thereafter..................      7,373
                                             ---------
                                               21,344
Less: imputed interest....................     (6,921)
                                             ---------
Present value of net minimum
   lease payments.........................   $ 14,423
                                             =========

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

Note E:  Satisfaction of Judgment

During  February  2002, the Company  received  $28,000 toward the payment of the
judgment filed on January 10, 2002 against Goodwin Biotechnology,  Incorporated.
The  Satisfaction of Judgment was filed in Arapahoe  County,  Colorado  District
Court on March 5, 2002.  The $28,000 is included in the  accompanying  condensed
financial statements as gain on Satisfaction of Judgment.

Note F:  Subsequent event

Officer loan

During May 2002, the Company's Board of Directors  approved a $14,000 loan to an
officer  of the  Company.  The loan was used to  exercise  options  to  purchase
200,000  shares of the Company's  common stock.  The loan carries a five percent
interest  rate  and  matures  on May 8,  2004.  The  Company  is  holding  stock
certificates  in the name of the  officer,  totaling  116,700  shares  of common
stock, as collateral for the loan.

Common stock options

During May 2002, the Company granted its SEC attorney options to purchase 22,000
shares of the Company's common stock. The options'  exercise prices are $.12 per
share and expire on May 7, 2012.

The Company had 812,814 common stock options outstanding after the above options
were granted.

                                        7
<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 April 30, 2002 and the results of operation 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, 2001,  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, 2001 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

     The Company  currently has a shortage of working capital and liquidity.  At
quarter  end April 30,  2002,  the  Company  had  working  capital  of  $39,861,
consisting of current assets of $63,112 and current liabilities of $23,251. This
represents  a decrease  in working  capital of  $119,124  from  fiscal  year end
October 31, 2001. The decrease in working  capital  represents cash spent on, as
well as liabilities  accrued for operations  during the quarter.  Current assets
decreased by $127,341 and current liabilities decreased by approximately $8,217.
The Company realized an increase in capital  resources during the second quarter
of 2002 of $64,000 through proceeds from the sale of Company stock in the amount
of $36,000  and from  proceeds of the  settlement  of a lawsuit in the amount of
$28,000. However, the Company remains dependent on receipt of additional working
capital to continue as a going concern.

     During the fiscal  quarter  ended  April 30,  2002,  the  Company  reported
positive cash flow,  although its operations  continued to use cash. During that
time,  the Company  reported an overall  increase in cash  compared to the first
quarter of the fiscal year of $3,291.  The  increase in cash  resulted  from the
increase in capital resources noted above. Cash used by operations  increased an
additional  $27,755  compared  to the first  quarter  of the year.  The  Company
reported  an  overall  decrease  in cash for the first six months of the year of
$126,675.

                                        8
<PAGE>


     The  Company  continues  to  implement  plans to raise  capital to fund its
operations.  Management maintains an active and expanded initiative to establish
partnerships with other  pharmaceutical and biotechnology firms to commercialize
its  technology  primarily  related  to  fertility  drugs.  We  have  identified
additional parties that have expressed interest in the Company's patent holdings
and we continue to pursue these  opportunities  as well as other,  more advanced
discussions.  The  Company  has  pending  research  grants  and  plans to submit
additional applications related to its cell immortalization  research. There are
additional  opportunities that management is pursuing for  commercialization  of
products  that may provide  relatively  rapid  establishment  of revenues.  Such
products  would be used in research and thus not require FDA  approval  prior to
marketing.

     While  pursuing  additional  funding,  the Company has further  reduced its
expenditures  subsequent to the end of the second quarter 2002 which  management
believes  will result in an overall  reduction  in total  expenditures  of about
two-thirds  compared to last year's operating  activities.  We are attempting to
maintain  operations  at  this  reduced  level  including  cell  immortalization
research, product development and fund raising activities.  However, the Company
may extinguish its capital resources unless another source can be located. Based
upon its experience to date and the  expenditures  anticipated in the near-term,
management anticipates that the Company currently has sufficient working capital
to last  through  the end of  August  2002.  The  Company  is  actively  seeking
additional  capital  resources to fulfill its needs beyond that time,  including
research grant funding,  equity  investment,  pursuit of strategic  alliances or
other inter-corporate  relationships and other capitalization opportunities that
may be available to the Company.  Please refer to the Company's  Form 10-KSB for
fiscal  year  2001  for  additional   detailed   description   concerning  these
capitalization initiatives.

Results of Operations

     During the three months ended April 30,  2002,  the Company  realized a net
loss of $47,390,  which was $0.01 per share,  on no  revenue.  The net loss is a
decrease  of $63,473  from the net loss for the second  quarter  ended April 30,
2001. The decrease in net loss is attributable to decreased  operating  expenses
and a gain from the  settlement  of a lawsuit in the amount of  $28,000.  As the
Company strives to conserve its available capital, total operating expenses were
reduced by $69,440  from the  second  quarter of fiscal  year 2001 to the second
quarter of 2002.  Selling,  general and  administrative  expenses  decreased  by
$6,285 and R&D expenses  decreased  by $43,488.  The Company  presently  has one
full-time  employee and one  part-time  employee  while at the end of the second
quarter of fiscal year 2001 the Company had 3 full-time employees.

     During the six months ended April 30, 2002, the Company realized a net loss
of  $152,111,  which was  $0.02  per  share,  on no  revenue.  The net loss is a
decrease of $43,198  from the net loss for the six months  ended April 30, 2001.
The decrease in net loss is attributable to reduced operating  expenses.  As the
Company strives to conserve its available capital, total operating expenses were
reduced by $54,127  from the first six months of 2001  compared to the first six
months of 2002.  Selling,  general  and  administrative  expenses  increased  by
$7,416.  The Company  presently  has one  full-time  employee and one  part-time
employee  while at the end of the second quarter of fiscal year 2001 the Company
had 3 full-time employees.

                                        9
<PAGE>


     Research and  development  expenses  diminished  by $39,190  during the six
months  ending  April 30, 2002  compared to the same period in fiscal year 2001.
This accounts for a majority of the operating expense reduction during the first
half of fiscal  year 2002.  The  Company  had a research  grant in 2001 from the
National  Institutes  of Health  to  support  the  development  of its  cellular
immortalization technology. This grant contributed $30,000 in funding during the
second  quarter of 2001 but was not  available in 2002.  R&D expenses  were also
further reduced to conserve  capital.  The R&D activities of the Company focused
on the development and  commercialization of products to treat human infertility
and cellular immortalization  research. The Company received Notice of Allowance
from the United States  Patent  Office for two of its patents  during the second
quarter 2002.  One patent  relates to a method for the  purification  of FSH and
another relates to methods of immortalizing cells and the immortalized cells.

     The  facility  lease  obligation  incurred  subsequent  to  the  end of the
2002-second  quarter  is  an  obligation  to  the  Company.  The  capital  lease
obligation  of 60 monthly  payments of $388.06 is an  obligation  of the Company
that is guaranteed by the Company's president.

Item 2. Changes in Securities and Use of Proceeds

     In February  2002, the Company sold 200,000 shares of its common stock to a
single  individual for a price of $.18 per share,  or total proceeds of $36,000,
which issuance was not  registered  under the Securities Act of 1933. The shares
were sold to an officer and director of the Company.

     The transaction was accomplished pursuant to the provisions of Section 4(2)
of the Securities Act. The individual  possessed  information  about the Company
similar to what would be included in a  registration  statement  and the Company
obtained  representations  that the individual was able to understand the merits
and risks of the investment and to bear the financial  risks of the  investment.
No  underwriting  discounts  or  commissions  were paid in  connection  with the
transaction, as the sale was consummated directly between the individual and the
Company.


ITEM 6. Exhibits and Reports on Form 8-K

     (a) Exhibits: None.

     (b)  Reports on Form 8-K:  The Company  filed a Current  Report on Form 8-K
dated  April  23,  2002  reporting  a  change  in  control  as a  result  of the
resignation of certain directors.

                                       10
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company  has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, on June 13, 2002.

                                     Vitro Diagnostics, Inc.


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



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