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, 2001

                                       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
                                                     --------------

8100 Southpark  Way, Bldg B-1,  Littleton,  Colorado                   80120
-----------------------------------------------------                ----------
(Former name,  former address and former fiscal year,
         if changed since last report)                               (Zip 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 June 13, 2001 was 8,809,923.


<PAGE>

                             VITRO DIAGNOSTICS, INC.

                                      INDEX


PART I - FINANCIAL INFORMATION

                                                                      Page

Item 1.  Condensed Balance Sheet, April 30, 2001 (unaudited)            1

         Condensed Statements of Operations for the three and six
         months ended April 30, 2001 and 2000 (unaudited)               2

         Condensed Statements of Cash Flows for the six months ended
         April 30, 2001 and 2000 (unaudited)                            3

         Notes to Condensed Financial Statements                        4

Item 2.  Management's Discussion and Analysis or Plan of Operation      7


PART II. - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders           10

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, 2001


ASSETS

      Cash .....................................................    $   340,438
      Deposits .................................................         24,000
      Prepaid expenses .........................................         12,207
                                                                    -----------
                                           Total current assets         376,645

Patents, net ...................................................        170,539
                                                                    -----------

                                                                    $   547,184
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Accounts payable .........................................    $     5,893
      Other current liabilities ................................          3,341
                                                                    -----------
                                      Total current liabilities           9,234
                                                                    -----------

Shareholders' equity (Note D):
      Common stock .............................................          8,810
      Additional paid-in capital ...............................      4,297,489
      Stock options - 754,814 ..................................          3,687
      Retained deficit .........................................     (3,772,036)
                                                                    -----------
                                     Total shareholders' equity         537,950
                                                                    -----------

                                                                    $   547,184
                                                                    ===========

            See accompanying notes to 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,
                                                                 -------------------------   ------------------------
                                                                    2001          2000         2001           2000
                                                                 ----------    -----------   ----------    ----------
Revenue:
<S>                                                              <C>            <C>          <C>           <C>
     NIH grant (Note E).......................................   $   30,000     $        -   $   30,000    $        -
     Product sales ...........................................            -        300,913            -       570,155
                                                                 ----------    -----------   ----------    ----------
                                                 Total revenue       30,000        300,913       30,000       570,155
                                                                 ----------    -----------   ----------    ----------

Operating expenses:
     Cost of goods sold ......................................            -         89,589            -       246,290
     Selling, general and administrative......................       37,077        100,346       65,352       275,773
     Rent and facility fees, related party (Note B)...........       15,980              -       15,980             -
     Contributed rent and facility fees,
        related party (Note B)................................            -              -        5,250             -
     Stock-based compensation: legal fees (Note D)............        3,687              -        3,687             -
     Research and development.................................       87,619         91,844      144,041       252,487
                                                                 ----------    -----------   ----------    ----------
                                      Total operating expenses      144,363        281,779      234,310       774,550
                                                                 ----------    -----------   ----------    ----------
                                       Operating income (loss)     (114,363)        19,134     (204,310)     (204,395)

Other income (expense):
     Interest income..........................................        3,500          3,085        9,005         3,485
     Interest expense.........................................            -         (9,815)          (4)      (13,848)
                                                                 ----------    -----------   ----------    ----------
                                   Income (loss) before taxes     (110,863)         12,404     (195,309)     (214,758)

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

                                             Net income (loss)   $ (110,863)    $   12,404   $ (195,309)   $ (214,758)
                                                                 ==========    ===========   ==========    ==========


Basic and diluted earnings (loss) per common share............   $    (0.01)    $        *   $    (0.02)   $    (0.03)
                                                                 ==========    ===========   ==========    ==========

Basic and diluted weighted average
     common shares outstanding................................    8,809,923      8,455,087    8,764,075     8,455,087
                                                                 ==========    ===========   ==========    ==========
</TABLE>


 *  Less than $.01 per share

            See accompanying notes to condensed financial statements

                                        2
<PAGE>

<TABLE>

                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                                                   Six Months Ended
                                                                                       April 30,
                                                                                 ----------------------
                                                                                  2001           2000
                                                                                 ---------    ---------

<S>                                                                              <C>          <C>
                                         Net cash used in operating activities   $(226,109)   $(144,085)
                                                                                 ---------    ---------

Cash flows from investing activities:
      Property and equipment purchases .......................................           -      (29,683)
      Payments for patents ...................................................     (22,877)     (43,320)
      Proceeds from receipts on note receivable ..............................           -          973
                                                                                 ---------    ---------
                                         Net cash used in investing activities     (22,877)     (72,030)
                                                                                 ---------    ---------

Cash flows from financing activities:
      Proceeds from issuance of notes payable ................................           -      195,000
      Principal payments on notes payable ....................................           -      (23,176)
                                                                                 ---------    ---------
                                     Net cash provided by financing activities           -      171,824
                                                                                 ---------    ---------

Net change in cash ...........................................................    (248,986)     (44,291)
Cash, beginning of period ....................................................     589,424       44,291
                                                                                 ---------    ---------

                                                           Cash, end of period   $ 340,438          $ -
                                                                                 =========    =========

Supplemental disclosure of cash flow information:
      Cash paid during the period for:
         Interest ............................................................   $       4    $  13,848
                                                                                 =========    =========
         Income taxes ........................................................         $ -          $ -
                                                                                 =========    =========

      Non-cash investing and financing activities:
         Cash less exercise of stock options (Note D) ........................   $     275          $ -
                                                                                 =========    =========
</TABLE>
            See accompanying notes to 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  instructions  to  Form  10-QSB  and  accounting  policies
described  in its Form  10-KSB for the fiscal  year ended  October  31, 2000 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, 2001 are not necessarily indicative
of the results to be expected for the year.

Financial data presented herein are unaudited.

Note B: Related Party Transactions

An  affiliate  contributed  the use of its office  space and  facilities  to the
Company for the period from November 1, 2000 through  January 31, 2001.  The use
of the office space and facilities  were valued at $1,750 per month based on the
market  rate in the local area and is  included  in the  accompanying  financial
statements as rent and facility fees, related party with a corresponding  credit
to contributed capital.

On February 1, 2001,  the Company  began paying the affiliate for the use of the
office space and  facilities.  The Company paid the affiliate a total of $15,980
and $15,980 for the three and six months ended April 30, 2001, respectively.  Of
this amount, $6,378 was paid for use of office space and facilities.

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 has
incurred net  operating  losses  during prior  periods,  which offset the income
recognized  during  the six  months  ended  April 30,  2001 and  result in a net
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 D: Shareholders' Equity

On February 11, 2001, the Board of Directors  approved a revision to the Amended
and Restated Articles of Incorporation to reduce the amount of authorized common
stock from  500,000,000  shares to  50,000,000  and to include a  provision  for
authorization  of an additional  5,000,000  shares of preferred  stock with such
rights,  preferences  and  limitations  as may be  designated  by the  Board  of
Directors.

During the six months ended April 30, 2001, the Company issued 275,088 shares of
its $.001 par value  common stock  through the exercise of 357,480  common stock
options.

Following  is a schedule of changes in  shareholders'  equity for the six months
ended April 30, 2001:

                                        4
<PAGE>

<TABLE>
<CAPTION>

                                                    Common Stock          Additional
                                             --------------------------    Paid-in       Stock       Retained
                                               Shares       Par Value      Capital      Options      Deficit        Total
                                             -----------    -----------   ----------    -------    ------------   ---------
<S>                                          <C>            <C>           <C>           <C>        <C>            <C>
Balance, October 31, 2000...............       8,534,835    $  8,535      $4,292,514    $     -    $(3,576,727)   $ 724,322
December 2000, stock
   options exercised....................         275,088         275            (275)         -              -            -
Office and facility use
   contributed by affiliate.............               -           -           5,250          -              -        5,250
Common stock options
   granted for services.................               -           -               -      3,687              -        3,687
Net loss for the six months
   ended April 30, 2001.................               -           -               -          -       (195,309)    (195,309
                                             -----------    -----------   ----------    -------    -----------    ---------
                 Balance, April 30, 2001       8,809,923    $  8,810      $4,297,489    $ 3,687    $(3,772,036)   $ 537,950
                                             ===========    ===========   ==========    =======    ===========    =========
</TABLE>


Stock options

During the six months ended April 30, 2001,  the Company  granted 94,000 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 April 30, 2001 were $.67 and $.34, respectively.

During the three  months  ended April 30,  2001,  the Company  granted its legal
counsel fully vested options to purchase  11,000 shares of the Company's  common
stock.  The options'  exercise prices range from $.59 to $.81 and expire between
February 5, 2011 and April 27, 2011.  The Company  determined  the fair value of
the  options  in  accordance   with  SFAS  123  and  has  recorded   stock-based
compensation expense of $3,687 in the accompanying unaudited condensed financial
statements.

Effective  December 2, 2000, the Company  adopted an Equity  Incentive Plan (the
"Plan"), which replaced the Company's 1992 Stock Option Plan. One million shares
of common stock are authorized to be awarded under the Plan. Awards may take the
form of stock options,  non-qualified  stock options,  restricted  stock awards,
stock bonuses and other stock grants.

All stock options were fully vested on the date of grant. The following schedule
summarizes the changes in the Company's  stock option plan during the six months
ended April 30, 2001:

<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, 2000       1,194,844         $.07 to $1.50         $            0.25
   Options granted ...........      105,000         $.59 to $1.19         $            0.95
   Options exercised .........     (357,480)        $1.06 to $1.20        $            1.13
   Options canceled ..........     (187,550)        $.18 to $.33          $            0.19
                                  ----------      --------------------   -----------------

Balance at April 30, 2001 ....      754,814        $.07 to $1.50          $           0.48
                                  ==========      ====================    =================
</TABLE>

                                        5
<PAGE>


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 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 ................       6.00%
        Dividend yield .........................       0.00%
        Volatility factor ......................      50.00%
        Weighted average expected life..........     5 years

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,
                                       ------------------------
                                          2001          2000
                                       ---------    -----------
Net loss, as reported ..............   $(195,309)   $  (214,758)
                                       =========    ===========
Pro forma net loss .................   $(242,188)   $  (214,758)
                                       =========    ===========

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


Note E: National Institute of Health Grant

During the year ended  October 31,  2000,  the  Company was  approved to receive
funds on a $100,000  grant from the National  Institute of Health  ("NIH").  The
funds are held in an NIH account  and wired to the  Company  upon the request of
the  Company's  president.  Proceeds  from the grant are to be used for research
related to the  Company's  cell  immortalization  technology.  The Company began
incurring  costs  toward the grant and  drawing  down grant funds in February of
2001.

During the three and six months ended April 30, 2001, the Company received grant
reimbursements totaling $30,000 and $30,000, respectively.

The  receipt of the grant also  allows  the  Company to apply for an  additional
grant of up to $750,000 to further that research. Management intends to take all
reasonable  and  appropriate  steps to pursue the additional  funding.  However,
there is no assurance that the additional grant will be received.

                                        6
<PAGE>


Note F: Subsequent events

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 expires  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 are as
follows:

               2001..............................   $ 9,360
               2002..............................   $13,104


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 is as follows:

               2001..............................   $ 1,940
               2002..............................     4,657
               2003..............................     4,657
               2004..............................     4,657
               2005 and thereafter...............     7,373
                                                    --------
                                                    $23,284
                                                    ========

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


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, 2001 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, 2000,  including  the audited
financial statements contained therein.

                                        7
<PAGE>


     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, 2001, the Company had working capital of $367,411,
consisting of current assets of $376,645 and current liabilities of $9,234. This
represents  a decrease  in working  capital of  $207,191  from  fiscal  year end
October 31, 2000. The decrease in working  capital  represents cash spent on, as
well as liabilities  accrued for operations  during the quarter.  Current assets
decreased  by  $236,779  and  current  liabilities  decreased  by  approximately
$29,588.  The  Company  presently  has no other  capital  resources  besides its
current assets.

     During the fiscal  quarter ended April 30, 2001,  the Company's  operations
used,  rather than provided,  cash.  During that time, the Company's  operations
used $94,861  compared to $131,248 of cash used by  operations  during the first
quarter  ended  January 31,  2001.  Use of cash  results  from the fact that the
Company sold its diagnostic operation and presently has no revenue to offset its
expenses.

     The decrease in cash flow is  attributable to the absence of product sales.
On August 7, 2000, the Company sold its  diagnostic  operation that had provided
cash through the sale of purified  antigens.  The diagnostic  operation was sold
for $700,000 in cash and the assumption of most liabilities.  The result of this
transaction was that the Company retained ownership of its intellectual property
related to the  development  and  commercialization  of therapeutic  products to
treat infertility and its cellular  immortalization  research program.  However,
without the  revenue  from the sale of  products,  all  expenditures  reduce the
working  capital  available  to the Company.  There is a modest  amount of other
income  ($9,005)  reflecting  the  interest  generated  from  cash  held  in  an
interest-generating account, but this other income is less than the expenditures
necessary to maintain operations.

     While the Company is attempting the exercise care in the expenditure of its
available  capital  on  operations,  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 the current  fiscal  year.  The Company is  actively  seeking  additional
capital  resources to fulfill its needs beyond that time,  including  additional
research grant funding,  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 2000 for
additional detailed description concerning these capitalization initiatives.

                                        8
<PAGE>


Results of Operations

     During the three months ended April 30,  2001,  the Company  realized a net
loss of $110,863,  which was $0.01 per share,  on no revenue.  The net loss is a
decrease of $123,267 from the net income for the second  quarter ended April 30,
2000. The increase in net loss is attributable to substantially reduced revenue.
As the Company  strives to  conserve  its  available  capital,  total  operating
expenses were reduced by $137,416 from the second quarter of fiscal year 2000 to
the  second  quarter  of 2001.  Selling,  general  and  administrative  expenses
decreased by $63,269 as a consequence  of downsizing  and the reduction of other
expenses,   including   equipment  and  facility  leases,  that  occurred  as  a
consequence  of the sale of the  diagnostic  operation  in August  of 2000.  The
Company  presently  has two full-time  employees  while at the end of the second
quarter of fiscal year 2000 the Company had 10 full-time employees.

     During the six months ended April 30, 2001, the Company realized a net loss
of  $195,309,  which was  $0.02 per  share,  on no  revenue.  The net loss is an
increase of $19,449  from the net loss for the six months  ended April 30, 2000.
The decrease in net loss is  attributable  to  substantially  reduced  operating
expenses.  As the  Company  strives to conserve  its  available  capital,  total
operating  expenses  were reduced by $540,240  from the six months ending second
quarter of fiscal year 2000 to the second quarter of 2001. Selling,  general and
administrative expenses decreased by $210,421 as a consequence of downsizing and
the reduction of other expenses,  including  equipment and facility leases.  The
Company  presently  has two full-time  employees  while at the end of the second
quarter of fiscal year 2000 the Company had 10 full-time employees.

     The research and development expenses for the second quarter of fiscal year
2001 were  $87,619,  which was a slight  decrease of $4,225  compared to the R&D
expenditures  incurred  during the second quarter of year 2000. The Company also
has a  research  grant 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,  which  increased  R&D
expenditures  from the first  quarter  of 2001 to the  second  quarter  by about
$30,000.  The R&D  activities  of the  Company  focused on the  development  and
commercialization   of  products  to  treat  human   infertility   and  cellular
immortalization    research.   A   patent   application    concerning   cellular
immortalization technology and another application for a new fertility drug were
filed  with the United  States  Patent and  Trademark  Office  during the second
quarter 2001.

     The  facility  lease  obligation  incurred  subsequent  to the 2001  second
quarter is funded  through the NIH grant that has been  awarded 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.


                                        9
<PAGE>

ITEM 4. Submission of Matters to a Vote of Security Holders
-----------------------------------------------------------

     The Company held its annual meeting of  shareholders  on April 10, 2001. At
the meeting,  all nominees  for  election to the Board of  Directors,  including
Messrs.  Goode,  Musick, Van Horn,  Schmerler and Schmuhl,  were reelected.  The
shareholders  also ratified Amended and Restated  Articles of Incorporation  and
the appointment of Cordovano and Harvey, P.C. as the Company's auditors  for the
fiscal year ending  October 31,  2001.  The votes on these last two  resolutions
were as follows:

Amended and Restated Articles of Incorporation:
-----------------------------------------------

            Votes For: 5,144,828      Votes Against: 21,950   Abstain: 11,889
            --------------------------------------------------------------------

Appointment of Auditors (Cordovano and Harvey, P.C.)
----------------------------------------------------

            Votes For: 5,926,030      Votes Against:  9,030  Abstain:   6,032
            --------------------------------------------------------------------

ITEM 6. Exhibits and Reports on Form 8-K
----------------------------------------

     There are no  exhibits  to be filed with this report and no reports on Form
     ---------------------------------------------------------------------------
8-K were filed during the quarter covered by this report.
---------------------------------------------------------

                                       10
<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 June 13, 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 June 13, 2001.

                                               Principal Financial Officer:

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

                                       11