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 January 31, 2003

     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 E. Montview Blvd, Suite 218,  Aurora, Colorado                    80010
----------------------------------------------------                  ----------
(Address of principal executive offices)                              (Zip Code)

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

     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 March 14, 2003 was 9,460,972.


<PAGE>


                             VITRO DIAGNOSTICS, INC.

                                      INDEX

                                                                            Page
PART I - FINANCIAL INFORMATION                                              ----


Item 1.  Condensed Balance Sheet, January 31, 2003 (unaudited) ............   3

         Condensed Statements of Operations for the three months ended
         January 31, 2003 and 2002 (unaudited) ............................   4

         Condensed Statements of Cash Flows for the three months ended
         January 31, 2003 and 2002 (unaudited) ............................   5

         Notes to Unaudited Condensed Financial Statements ................   6

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


PART II. - OTHER INFORMATION

Item 5.  Other Information ................................................  10

         Signatures .......................................................  11

         Certification ....................................................  12



<PAGE>


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

                             VITRO DIAGNOSTICS, INC.

                             Condensed Balance Sheet
                                   (Unaudited)

                                January 31, 2003

ASSETS
Current assets:
      Prepaid expenses ..........................................   $     3,744
                                                                    -----------
                                             Total current assets         3,744

Equipment, net ..................................................        10,790
Patents, net ....................................................       130,304
Deferred intellectual property costs ............................        69,247
                                                                    -----------

                                                                    $   214,085
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Bank overdraft (Note D)....................................   $     2,167
      Accounts payable ..........................................        17,110
      Current maturities on capital lease obligation (Note E) ...         4,261
      Indebtedness to officer (Note B) ..........................         1,323
      Note payable to officer (Note B) ..........................        20,000
      Accrued interest payable to officer (Note B) ..............           700
      Accrued payroll (Note B) ..................................        43,281
      Credit card (Note D) ......................................         2,953
      Other current liabilities .................................         1,000
                                                                    -----------
                                        Total current liabilities        92,795

Capital lease obligation, less current maturities (Note E) ......         7,324
                                                                    -----------
                                                Total liabilities       100,119
                                                                    -----------

Shareholders' equity:
      Preferred stock ...........................................          --
      Common stock ..............................................         9,239
      Additional paid-in capital ................................     4,352,360
      Loan to officer to exercise stock options .................       (10,023)
      Stock options - 704,197 outstanding .......................         8,003
      Retained deficit ..........................................    (4,245,613)
                                                                    -----------
                                   Total shareholders' equity ...       113,966
                                                                    -----------

                                                                    $   214,085
                                                                    ===========

       See accompanying notes to unaudited condensed financial statements

                                        3
<PAGE>

<TABLE>
                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                            Three Months Ended
                                                                January 31,
                                                         --------------------------
                                                            2003           2002
                                                         -----------    -----------
<S>                                                      <C>            <C>
Operating expenses:
     Selling, general and administrative .............   $    18,857    $    41,976
     Stock-based compensation:
        Director services ............................          --            2,100
        Legal fees ...................................          --              464
     Research and development ........................        24,632         60,720
                                                         -----------    -----------
                              Total operating expenses        43,489        105,260
                                                         -----------    -----------
                                        Operating loss       (43,489)      (105,260)

Other income (expense):
     Consulting fees .................................        10,000           --
     Interest income, officer loan (Note B) ..........           133           --
     Interest income .................................          --              669
Interest expense .....................................        (1,026)          (130)
                                                         -----------    -----------
                              Loss before income taxes       (34,382)      (104,721)

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

                                              Net loss   $   (34,382)   $  (104,721)
                                                         ===========    ===========


Basic and diluted loss per common share ..............   $     (0.00)   $     (0.01)
                                                         ===========    ===========

Basic and diluted weighted average
     common shares outstanding .......................     9,238,750      8,816,607
                                                         ===========    ===========
</TABLE>

       See accompanying notes to unaudited condensed financial statements

                                        4
<PAGE>


<TABLE>
                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                                 Three Months Ended
                                                                     January 31,
                                                               ----------------------
                                                                  2003        2002
                                                               ---------    ---------
<S>                                                            <C>          <C>

                       Net cash used in operating activities   $  (5,914)   $(122,092)
                                                               ---------    ---------

Cash flows from investing activities:
     Property and equipment purchases ......................        --         (2,306)
     Payments for deferred costs ...........................      (2,678)      (5,050)
                                                               ---------    ---------
                       Net cash used in investing activities      (2,678)      (7,356)
                                                               ---------    ---------

Cash flows from financing activities:
     Proceeds from line of credit ..........................       1,800         --
     Principal payments on line of credit ..................         (91)        --
     Principal payments on capital lease ...................        (620)        (518)
                                                               ---------    ---------
         Net cash provided by (used in) financing activities       1,089         (518)
                                                               ---------    ---------

Net change in cash .........................................      (7,503)    (129,966)
Cash, beginning of period ..................................       7,503      186,043
                                                               ---------    ---------

                                         Cash, end of period   $    --      $  56,077
                                                               =========    =========

Supplemental  disclosure of cash flow  information:
     Cash paid during the period for:
        Interest ...........................................   $   1,026    $     130
                                                               =========    =========
        Income taxes .......................................   $    --      $    --
                                                               =========    =========
</TABLE>


       See accompanying notes to unaudited condensed financial statements

                                        5
<PAGE>


Note A: Basis of Presentation

The condensed  financial  statements  presented herein have been prepared by the
Company in accordance with the  instructions  for Form 10-QSB and the accounting
policies  in its Form  10-KSB for the year ended  October 31, 2002 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 months ended  January 31, 2003 are not  necessarily  indicative of
the results to be expected for the year.

Financial data presented herein are unaudited.

Note B: Related Party Transactions

During the year ended October 31, 2002,  the Company's  president paid $1,323 in
expenses on behalf of the Company, which remained unpaid as of January 31, 2003.
The $1,323 is included in the  accompanying  condensed  financial  statements as
"indebtedness to officer".

On August 23,  2002,  the  Company's  president  loaned the Company  $20,000 for
working  capital in exchange  for a promissory  note.  The note carries an eight
percent  interest  rate and matures on August 23, 2003.  Principal  unpaid as of
August 23, 2003 accrues  interest at ten percent.  Accrued interest totaled $700
at January 31, 2003. The note is collateralized by a first lien on the Company's
patents related to FSH purification.  In addition,  in accordance with the terms
of the note,  the Company  granted  the  president  options to purchase  133,333
shares of the Company's  common stock with an exercise price equal to the common
stock market value on the date of grant, or $.075 per share.

During May 2002,  due to a lack of working  capital,  the Company  ceased paying
salaries to its  president,  the only employee of the Company.  The  president's
unpaid  salary  totaled  $43,281 as of January  31,  2003 and is included in the
accompanying condensed financial statements as "accrued payroll".

During May 2002, the Company's Board of Directors approved a $14,000 loan to the
vice president 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.  During the period from May 1, 2002 through
January 31, 2003,  the vice  president  earned  $4,400 in  compensation  ($2,000
during the three months ended January 31, 2003), which was allocated against the
balance due on the loan. At January 31, 2003, the principal and related  accrued
interest owed on the loan totaled $9,600 and $423, respectively.

Note C: Income Taxes

The Company  records its income taxes in accordance  with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the three months ended January 31, 2003 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.

                                        6
<PAGE>


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: Short-term Debt

The Company has a $22,500  credit  limit on a  bank-issued  credit card of which
$19,547 was unused at January 31, 2003. The interest rate on the credit card was
13.25  percent at January 31,  2003.  Principal  and  interest  payments are due
monthly.

The Company also has overdraft protection on its primary checking account in the
amount of $10,000 of which $7833 was unused as of January 31, 2003.


Note E: 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
original  term of the  lease  ran from June 1, 2001  through  August  31,  2001.
Following August 31, 2001, the lease was automatically extended, under the terms
of the lease,  for an additional  year. On June 25, 2002,  the parties signed an
amendment  to the lease,  which  extended the lease  through May 31, 2003.  Rent
payments  of $1,872 are  payable  under the lease on or before the first of each
month.

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,
   ------------------------------
        2003.................................................    $  4,037
        2004.................................................       4,657
        2005 and thereafter .................................       7,373
                                                                 --------
                                                                   16,067
   Less: imputed interest ...................................      (4,482)
                                                                 --------
   Present value of net minimum
      lease payments ........................................    $ 11,585
                                                                 ========

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

                                        7
<PAGE>


Note F:  Subsequent event

During February 2003, the Company sold 222,222 shares of its common stock to the
president  of the  Company for  $20,000,  or $.09 per share,  which  equaled the
market value of the common stock on the transaction date.


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

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

     This section discusses the financial  condition and results of operation of
Vitro  Diagnostics,  Inc.  (the  "Company")  at  January  31,  2003  and for the
three-month periods ending January 31, 2003 and 2002. 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, 2002,  including the
audited financial statements and notes contained therein.

     Certain statements  contained herein and subsequent oral statements made by
and on behalf of the Company may constitute "forward-looking  statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
forward-looking statements include, without limitation, statements regarding the
Company's  plan of  business  operations,  potential  contractual  arrangements,
receipt of working  capital,  anticipated  revenues  and  related  expenditures.
Factors  that could cause actual  results to differ  materially  include,  among
others,  acceptability  of the Company's  products in the market place,  general
economic conditions, receipt of additional working capital, the overall state of
the  biotechnology  industry  and the other  factors set forth in the  Company's
Annual  Report on Form 10-KSB for the fiscal  year ended  October 31, 2002 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  continues to have a shortage of working capital and liquidity.
At January  31,  2003,  the  Company  had  working  capital  deficit of $89,051,
consisting of current assets of $3,744 and current liabilities of $92,795.  This
represents a decrease in working capital of $31,958 from fiscal year end October
31, 2002. The decrease in working  capital  represents cash spent on, as well as
liabilities accrued for, operations during the quarter. Current assets decreased
by $7503 and current liabilities  increased by $24,455. All of our cash had been
expended as of January 31. However,  see the discussion  below for a description
of an equity investment that will temporarily increase our working capital.


                                        8
<PAGE>


     During the first  fiscal  quarter  ended  January  31,  2003 the  Company's
operations  used,  rather than provided,  cash.  During that time, the Company's
operations used $5,914 compared to the use of $122,092 cash by operations during
the first quarter ended January 31, 2002. The significant  decrease in cash loss
reflects  decreased cash  expenditures and increased  liabilities as the Company
attempts to minimize its cash  expenditures.  Although there is risk  associated
with  accumulation  of excessive  debt,  management  does not view the Company's
indebtedness at January 31, 2003 as excessive and the Company's  president,  who
is   also  a   principle   shareholder   of   the   Company,   is  the   primary
creditor/guarantor.

     For the immediate  future,  the Company has secured  interim funding in the
form of equity and debt  financing.  Subsequent  to the end of the quarter,  our
President  invested an additional  $20,000 in purchasing  our common stock in an
effort to continue operations. He purchased a total of 222,222 restricted shares
at a price of $.09 per share,  the  prevailing  market  price at the time of the
sale. We relied on the exemption from  registration  provided by Section 4(2) of
the  Securities  Act of 1933 for this sale. We have also obtained a bank line of
credit and  overdraft  protection  on our checking  account that can be used for
funding as necessary  in the future.  See the notes to our  unaudited  financial
statements  for a more  complete  description  of  this  debt.  Based  upon  our
available  capital  and  debt and  expenditures  anticipated  in the  near-term,
management anticipates that we currently have sufficient working capital to last
through approximately June 30, 2003.

     The Company  continues to pursue its ongoing efforts to provide  additional
capitalization.  Discussions with potential  strategic partners to commercialize
the Company's technology related to production of fertility drugs are continuing
and have advanced.  Although no formal  agreement is yet in place, we anticipate
culmination  of  these  discussions  in the near  future.  The  Company  is also
preparing a grant application for submission to the federal government, which if
funded, could provide additional capital to support development of its fertility
drug product candidates.

     While  pursuing  additional  funding,  the Company  has  reduced  operating
expenses to a bare  minimum.  Continued  operations  of the Company  depend upon
successful capitalization through the various avenues presently being pursued as
discussed  above and in the  Company's  form  10KSB for fiscal  year  2002.  The
Company may consider other  alternatives to increase its capital  resources such
as merger with revenue-generating private entities or sale of assets.

Results of Operations

     During the first quarter ended January 31, 2003, the Company realized a net
loss of $34,382 or $0.00 per share, on no revenue. The net loss is a decrease of
$70,339 from the first quarter ended January 31, 2002.  The decrease in net loss
is attributable to: 1) decreased selling,  general and administrative  expenses,
$18,857 verses $41,976 for the quarter ended January 31, 2002, predominately due
to decreased  payroll  expenses,  and 2) decreased R&D expenses,  $60,720 verses
$24,632. The Company has significantly  curtailed its operations and now has one
full-time employee.

     Despite the fact that we did not report any revenue from operations, we did
receive  $10,000 in consulting fees during the quarter  (characterized  as other
income)  that  helped  reduce  our  net  loss.  These  fees  were  paid to us in
connection  with  discussions  for a  strategic  alliance  to help  develop  our
intellectual property and bring one or more of our product candidates to market.
These fees were  likely an  isolated  event and should  not be  expected  in the
future unless and until we enter into an alliance with one or more partners.

     Current R & D activities,  albeit limited due to the  restricted  resources
available to the Company,  have  focused on the  commercialization  of a product
known as  PRIMAID-I(TM).  This product is designed to support growth of specific
types  of  human  cells  and  the  product  is  free of  components  capable  of
transmitting  diseases such as "Mad-cow" disease. Such products are essential in
the  manufacture  of certain  drugs such as specific  vaccines.  The Company has
completed  development of its initial product and the Company and others are now
testing it. The Company  anticipates  commercial  distribution  of this  product
during the 2nd or 3rd fiscal  quarter and modest  revenues  thereafter  that may
somewhat  diminish  our  requirements  for  operating  capital.  Please  see the
Company's  annual  report for year 2002 for a more detailed  description  of its
line of products known as PRIMAID(TM).

                                        9
<PAGE>


                           PART II. OTHER INFORMATION


Item 5.  Other Information

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

                                       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 March 21, 2003.

                          Vitro Diagnostics, Inc.


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

                                       11
<PAGE>


                                  CERTIFICATION


     Pursuant to the requirements of Rule 13a-14 of the Securities  Exchange Act
of 1934, as amended, James R. Musick provides the following certification.

     I, James R. Musick,  President,  Chief  Executive and  Principal  Financial
Officer of Vitro Diagnostics, Inc. ("Company"), certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of the Company;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this quarterly report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
registrant and have designed such  disclosure  controls and procedures to ensure
that material information relating to the Company is made known to me by others,
particularly during the period in which this quarterly report is being prepared;

     5. I have disclosed,  based on my most recent evaluation,  to the Company's
auditors  and  the  audit  committee  of our  board  of  directors  (or  persons
performing the equivalent functions):

          a. All significant deficiencies in the design or operation of internal
     controls  which could  adversely  affect the  Company's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Company's auditors any material weaknesses in internal controls, and

          b. Any fraud,  whether or not material,  that  involves  management or
     other  employees  who have a  significant  role in the  Company's  internal
     controls; and

     6. I have  indicated  in this  quarterly  report  whether or not there were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.




Date: March 24, 2003                /s/ James R. Musick
      --------------                -------------------------------------------
                                    James R. Musick, President, Chief Executive
                                    and Principal Financial Officer


                                       12