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 July 31, 2006

     OR

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


Commission file number: 0-17378

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

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

12635 E. Montview Blvd., Aurora, Colorado                        80045
-----------------------------------------                        -----
(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 September 12, 2006 was 11,915,198.

     Transitional Small Business Disclosure Format: Yes [ ] No [X]


                                        1
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                            Page
                                                                            ----

Item 1.  Condensed Balance Sheet, July 31, 2006 (unaudited)                 3

         Condensed Statements of Operations for the three and nine
         months ended July 31, 2006 and 2005 (unaudited)                    4

         Condensed Statements of Cash Flows for the nine months
         ended July 31, 2006 and 2005 (unaudited)                           5

         Notes to the Condensed Unaudited Financial Statements              6

Item 2.  Management's Discussion and Analysis or Plan of
         Operation                                                          9

Item 3.  Controls and Procedures                                            12

PART II - OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities                            13

Item 5.  Other Information                                                  13

Item 6.  Index to Exhibits                                                  13

Signature                                                                   14



                                        2
<PAGE>
<TABLE>
<CAPTION>

                              VITRO DIAGNOSTICS, INC.
                              Condensed Balance Sheet
                                    (Unaudited)
                                   July 31, 2006

Assets
------
<S>                                                                     <C>
Current assets:
     Inventory, at cost .............................................   $     4,245
                                                                        -----------
                                                 Total current assets         4,245

Equipment, net of accumulated depreciation of $21,948 ...............           814
Patents, net of accumulated amortization of $11,238 .................        18,079
Deferred costs ......................................................        46,371
Other assets ........................................................         5,193
                                                                        -----------

                                                                        $    74,702
                                                                        ===========

Liabilities and Shareholders' Deficit
-------------------------------------
Current liabilities:
     Bank overdraft .................................................   $       194
     Current maturities on note payable (Note E) ....................         6,000
     Accounts payable ...............................................        23,817
     Due to officer (Note B) ........................................         9,208
     Note payable to officer (Note B) ...............................        94,800
     Accrued interest payable to officer (Note B) ...................        18,888
     Accrued salaries (Note B) ......................................       603,315
     Lines of credit (Note D) .......................................        90,476
                                                                        -----------
                                            Total current liabilities       846,698

Long-term debt (Note E):
     Note payable, less current maturities ..........................        19,388
                                                                        -----------
                                                    Total liabilities       866,086
                                                                        -----------

Shareholders' deficit (Note F):
     Preferred stock, $.001 par value; 5,000,000 shares authorized;
        -0- shares issued and outstanding ...........................          --
     Common stock, $.001 par value; 50,000,000 shares authorized;
        11,558,055 shares issued and outstanding ....................        11,558
     Additional paid-in capital .....................................     4,589,144
     Accumulated deficit ............................................    (5,392,086)
                                                                        -----------
                                          Total shareholders' deficit      (791,384)
                                                                        -----------

                                                                        $    74,702
                                                                        ===========

        See accompanying notes to condensed, unaudited financial statements

                                         3
<PAGE>

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


                                                       For The Three Months Ended      For The Nine Months Ended
                                                                July 31,                        July 31,
                                                      ----------------------------    ----------------------------
                                                          2006            2005            2006            2005
                                                      ------------    ------------    ------------    ------------
Product sales .....................................   $       --      $        540    $        165    $     17,973
                                                      ------------    ------------    ------------    ------------

Operating costs and expenses:
    Research and development ......................         31,554          37,477         118,357          83,282
    Stock-based compensation (Note F):
       Consulting services ........................           --            40,000            --           100,000
       Common stock options .......................           --              --              --            12,500
    Selling, general and administrative ...........         34,958          61,569         167,599         109,625
                                                      ------------    ------------    ------------    ------------
                 Total operating costs and expenses         66,512         139,046         285,956         305,407
                                                      ------------    ------------    ------------    ------------
                               Loss from operations        (66,512)       (138,506)       (285,791)       (287,434)

Other income (expense):
    Interest income, officer loan (Note B) ........           --                17              20              55
    Interest expense ..............................         (7,018)         (6,239)        (21,126)        (16,267)
                                                      ------------    ------------    ------------    ------------
                           Loss before income taxes        (73,530)       (144,728)       (306,897)       (303,646)

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

                                           Net loss   $    (73,530)   $   (144,728)   $   (306,897)   $   (303,646)
                                                      ============    ============    ============    ============

Basic and diluted net loss per common share .......   $      (0.01)   $      (0.01)   $      (0.03)   $      (0.03)
                                                      ============    ============    ============    ============
Shares used in computing basic and diluted
    net loss per common share .....................     11,558,055      10,620,555      10,849,722      10,620,555
                                                      ============    ============    ============    ============



                      See accompanying notes to condensed, unaudited financial statements

                                                       4
<PAGE>

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

                                                       For The Nine Months Ended
                                                                July 31,
                                                       -------------------------
                                                           2006        2005
                                                         --------    --------

Net cash used in operating activities ................   $(74,155)   $(34,720)
                                                         --------    --------

Cash flows from investing activities:
     Purchases of property and equipment .............       --        (1,328)
     Payments for patents and deferred costs .........     (2,174)     (1,600)
                                                         --------    --------
Net cash used in investing activities ................     (2,174)     (2,928)
                                                         --------    --------

Cash flows from financing activities:
     Proceeds from issuance of notes payable .........     36,348       4,700
     Principal payments on notes payable .............     (3,992)     (4,472)
     Proceeds from line of credit, net ...............      6,533      14,288
     Principal payments on capital lease .............     (2,560)     (2,791)
     Proceeds from sale of common stock ..............     40,000      20,000
                                                         --------    --------
Net cash provided by financing activities ............     76,329      31,725
                                                         --------    --------

                                    Net change in cash       --        (5,923)
Cash, beginning of period ............................       --         7,188
                                                         --------    --------
                                   Cash, end of period   $   --      $  1,265
                                                         ========    ========

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
        Interest .....................................   $ 14,277    $ 11,016
                                                         ========    ========
        Income taxes .................................   $   --      $   --
                                                         ========    ========






       See accompanying notes to condensed, unaudited financial statements

                                        5
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                Notes to Unaudited Condensed Financial Statements


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, 2005 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 periods ended July 31, 2006 are not necessarily indicative of the
results to be expected for the year.

Financial data presented herein are unaudited.

Note B: Related Party Transactions

Indebtedness to officer

In prior years, the Company's president paid expenses on behalf of the Company
totaling $9,208, which remained unpaid as of July 31, 2006. The $9,208 is
included in the accompanying condensed financial statements as "Due to officer".

Notes payable

An officer has loaned the Company $94,800, as follows:

     Date of                       Interest   Accrued       Date of
      Note           Principal       Rate    Interest       Maturity           Collateral       Status
      ----           ---------       ----    --------       --------           ----------       ------
August 23, 2002       $ 20,000      10.00%    $ 7,400    August 23, 2003   Lien on FSH patent   Default
May 15, 2003            10,000      10.00%      3,208     May 15, 2005            None          Default
September 2, 2003       10,000      10.00%      2,917    August 15, 2005          None          Default
October 14, 2004        10,000      10.00%      1,792        Demand               None           Open
January 14, 2005         2,200      10.00%        339        Demand               None           Open
April 29, 2005             500      10.00%         63        Demand               None           Open
May 4, 2005              2,000      10.00%        250        Demand               None           Open
August 14, 1005          5,000      10.00%        479        Demand               None           Open
September 16, 2005       2,500      10.00%        219        Demand               None           Open
October 3, 2005          3,000      10.00%        250        Demand               None           Open
October 18, 2005         3,600      10.00%        285        Demand               None           Open
November 2, 2005         3,000      10.00%        225        Demand               None           Open
November 18, 2005        8,400      10.00%        595        Demand               None           Open
December 16, 2005        4,100      10.00%        256        Demand               None           Open
December 20, 2005        1,500      10.00%         94        Demand               None           Open
January 4, 2006          7,000      10.00%        408        Demand               None           Open
January 13, 2006         2,000      10.00%        108        Demand               None           Open
                     ----------             ----------
                      $ 94,800               $ 18,888
                     ==========             ==========
</TABLE>

Interest expense on the above obligations totaled $6,847 and $3,932 for the nine
months ended July 31, 2006 and 2005, respectively.

                                        6
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                Notes to Unaudited Condensed Financial Statements


Accrued salaries

The Company accrues the salaries of its officer due to a lack of working
capital. The officer earned a salary of $15,000 per month. The Company's
president/CEO resigned effective May 19, 2006, leaving Mr. James R. Musick as
the Company's sole officer. As a result, only Mr. Musick's salary was accrued
during the quarter ended July 31, 2006. Salary expense incurred for the three
months ended July 31, 2006 totaled $45,000. The officers' accrued salaries
totaled $603,315 at July 31, 2006.

Officer loan

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 carried a five percent
interest rate and matured on May 8, 2004. The Company was holding stock
certificates in the name of the officer, totaling 116,700 shares of common
stock, as collateral for the loan. As of July 31, 2006, the vice president had
earned adequate compensation to allocate against the entire balance due on the
loan and related accrued interest.

Note C: Income Taxes

The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the period ended July 31, 2006 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 D: Lines of Credit

The Company has a $12,500 line of credit of which $852 was unused at July 31,
2006. The interest rate on the credit line was 17.25% at July 31, 2006.
Principal and interest payments are due monthly.

The Company also has six credit cards with a combined credit limit of $81,500,
of which $2,672 was unused at July 31, 2006. The interest rates on the credit
cards range from 9.74% to 20.83% as of July 31, 2006.

Note E: Long-Term Debt

Note Payable

As of July 31, 2006, the Company owed its attorney $25,388 pursuant to a $30,000
promissory note. The note carries an 8 percent interest rate and is payable at
the rate of $500 per month. Future maturities of the note are as follows:

                                        7
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                Notes to Unaudited Condensed Financial Statements


                   Period ended April 30,
                   -----------------------
                        2007...................   $ 6,000
                        2008...................     6,000
                        2009...................     6,000
                        2010...................     6,000
                        2011...................     1,388
                                                  -------
                                                  $25,388
                                                  =======


Note F: Shareholders' Deficit

Common stock sales

During February 2006, the Company sold 312,500 shares of its common stock to an
officer of the Company for $20,000, or $.064 per share.

During May 2006, the Company sold 625,000 shares of its common stock to an
officer of the Company for $20,000, or $.032 per share.

Employee stock options

During February 2006, the Company granted its two officers options to purchase
400,000 shares of the Company's common stock. The options carry an exercise
price of $.08 per share, which was equal to the traded market value of the
common stock on the grant date. All of the options vested on the grant date. The
weighted average exercise price and weighted average fair value of these options
on the grant date were $.08 and $.071, respectively.

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 the options granted
during the quarter ended April 30, 2006 was estimated at the date of grant using
the Black-Scholes option-pricing model with the following assumptions:

      Risk-free interest rate..................................      4.59%
      Dividend yield...........................................      0.00%
      Volatility factor........................................     94.72%
      Weighted average expected life...........................   10 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 pro forma net loss and pro forma basic and diluted loss per common
share using the assumptions noted above.

                                       8
<PAGE>

                             VITRO DIAGNOSTICS, INC.
                Notes to Unaudited Condensed Financial Statements


                                                           Nine Months Ended
                                                                July 31,
                                                        -----------------------
                                                           2006          2005
                                                        ---------     ---------
Net loss, as reported ..............................    $(306,897)    $(303,646)
                                                        =========     =========

Stock-based employee compensation, as reported .....    $    --       $    --
                                                        =========     =========

Stock-based employee compensation, fair value ......    $ (28,400)    $ (52,750)
                                                        =========     =========

Pro forma net loss .................................    $(335,297)    $(356,396)
                                                        =========     =========

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

Pro forma basic and diluted net loss
   per common share ................................    $   (0.03)    $   (0.03)
                                                        =========     =========

<TABLE>
<CAPTION>

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

                                     Options Outstanding           Options Exercisable         Weighted
                                ----------------------------   --------------------------      Average
                                  Number of   Exercise Price   Number of   Exercise Price   Exercise Price
                                   Shares       Per Share       Shares       Per Share        Per Share
                                   ------       ---------       ------       ---------        ---------
<S>                             <C>           <C>             <C>          <C>                <C>
Balance at October 31, 2005..... 2,537,629     $.08 to $.81      937,629    $.08 to $.81        $ 0.23
   Options granted..............   400,000        $0.08          400,000       $0.08            $ 0.08
   Options exercised............      -           $0.00                -       $0.00            $  -
   Options expired/cancelled....  (100,000)       $0.56         (100,000)      $0.56            $ 0.56
                                ----------                    ----------                      ---------
Balance at July 31, 2006........ 2,837,629     $.08 to $.81    1,237,629    $.08 to $.81        $ 0.16
                                ==========                    ==========
</TABLE>


Note G: Subsequent Events

During August 2006, the Company sold 357,143 shares of its common stock to an
officer of the Company for $20,000, or $.056 per share. The number of share of
common stock issued and outstanding following the stock sale totaled 11,915,198.

Under the terms of the employment agreement with the Company's former
president/CEO, the former officer's common stock options were to expire 90 days
following a resignation. On May 19, 2006, the effective date of the
president/CEO's resignation, the former officer held options to purchase
2,031,765 shares of the Company's common stock. All of these options expired on
August 19, 2006. The number of common stock options outstanding following the
above expirations totaled 805,864.


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 July 31, 2006 and the results of operations for the three and
nine month periods ending July 31, 2006 and 2005. 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, 2005, including the
audited financial statements and notes contained therein.

                                        9
<PAGE>

     Certain statements contained herein and subsequent oral statements made by
or on behalf of the Company may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation, statements regarding the
Company's plan of business operations, potential contractual arrangements,
receipt of working capital, anticipated revenues and related expenditures.
Factors that could cause actual results to differ materially include, among
others, acceptability of the Company's products in the market place, general
economic conditions, receipt of additional working capital, the overall state of
the biotechnology industry and other factors set forth in the Company's Annual
Report on Form 10-KSB for the fiscal year ended October 31, 2005 under the
caption, "Risk Factors" and other filings with the SEC. Most these factors are
outside the control of the Company. Investors are cautioned not to put undue
reliance on forward-looking statements. Except as otherwise required by
applicable securities statutes or regulations, the Company disclaims any intent
or obligation to update publicly these forward looking statements, whether as a
result of new information, future events or otherwise.

Liquidity and Capital Resources

     The Company continues to have a shortage of working capital and liquidity.
At July 31, 2006, the Company had a working capital deficit of $842,453,
consisting of current assets of $4,245 and current liabilities of $846,698. This
represents a decrease in working capital of $257,051 from fiscal year end
October 31, 2005. The decrease in working capital is due to increased
liabilities, predominantly accrued salaries and expenses incurred to support
operations.

     Current assets remained the same and current liabilities increased by
$49,432 during the quarter ended July 31, 2006. The increase in current
liabilities was primarily related to accrued salaries. The Company continues to
operate with limited cash obtained through debt and equity financing. The
Company reported a $791,384 deficit in shareholders' equity at July 31, 2006,
which is a $264,862 increase in the deficit reported at October 31, 2005.

     During the nine months ended July 31, 2006, the Company's financing
activities provided cash to support our operating activities. During that time,
the Company's operations used $74,155 compared to the use of $34,720 cash by
operations during the nine months ended July 31, 2005. The increase in cash
usage was due to additional expenses and increased outlays for research and
development. The use of cash reflects minimum cash requirements of about
$8,300/month for operations while the cash raised from financing activities was
primarily from loans or purchase of common stock of the Company by its Chairman,
President and CEO. Cash requirements for operations have been cut to a minimum
level by previous cost reduction measures and are unlikely to be further reduced
without additional curtailment or suspension of operations.

                                       10
<PAGE>

     The Company has $13,799 in available debt and cash at the present time and
based on present expenditure levels and assuming no additional equity funding or
product revenues, management believes that there is sufficient capital to
maintain operations at the present level through approximately October 31, 2006.

     The Company continues to pursue various activities to obtain additional
capitalization, as described in the Company's Annual Report on Form 10-KSB for
the fiscal year ended 2005. A current focus is expansion of the VITROCELL(TM)
product line through addition of new products for use in diabetes research and
drug discovery. The Company had previously developed 29 different adult human
stem cell lines derived from pancreatic tissues and methods to induce
differentiation of functional beta cells from its stem cell lines. Ongoing
research that began during fiscal year 2005 is focused on commercial production
of beta islet cells derived from select stem cell lines, related products and
derivatives. The results of operations during the quarter are described in
greater detail below. This proprietary technology and products derived therefrom
also has potential application in the treatment of diabetes, which is a
longer-term goal of the Company. We are pursuing other alternatives to increase
capital resources including out-licensing or sale of the Company's patented
technology and collaborative agreements with third parties. The Company
continues to pursue an opportunity to expand its stem cell technology and
establish a significant strategic alliance in the pursuit of the commercial
application of stem cell technology to the treatment of diabetes. If the Company
succeeds in achieving certain technical objectives, management believes there
would be outside capital available to support its stem cell research. The
Company may consider other alternatives to increase its capital resources such
as private placement of its equities, merger with revenue-generating private
entities, sale of assets or other transactions that may be appropriate.

Results of Operations

     During the three months ended July 31, 2006, the Company realized a net
loss of $73,530 or $0.01 per share on no revenue. The net loss was $71,198 less
than the net loss for the third quarter ended July 31, 2005 and consists of
$45,000 in non-cash expenses. The Company had one full-time employee during the
quarter whose salary was accrued representing the non-cash expense. Total
operating expenses in the third quarter 2006 were $72,534 less than the
comparable period in 2005. Research and development expenses decreased by
$5,923, selling, general and administrative expenses decreased by $26,611 and
stock-based compensation decreased by $40,000.

     During the nine months ended July 31, 2006, the Company realized a net loss
of $306,897 or $0.03 per share on $165 in revenue. The net loss was an increase
of $3,251 from the loss for the nine-months ended July 31, 2005. The increase in
net loss is due to decreased revenue. The total operating expenses decreased by
$19,451 including a $57,974 increase in selling, general and administrative
expenses, and $35,075 in increased R&D expenses while stock-based compensation
decreased $112,500. Sales of VITROCELL products are slower than expected due in
part to limited product awareness by the target market. The Company has chosen
to focus its currently limited resources on the development of new products that
appear to fulfill an unmet market need and hopes to engage in an expanded
marketing program following launch of the new products.

                                       11
<PAGE>

     Research and development expenses were $118,357 for the first nine months
of fiscal year 2006, which represents an increase of $35,075 compared to R&D
expenses during the same period in 2005. Current R&D activities are focused on
the development of additional products to add to the VITROCELL(TM) product line.
These planned product extensions are viewed by management as important to
establishment of sustained revenue generation. The VITROCELL(TM) product line
consists of human cell lines and related products that were derived through
prior R&D activities by the Company based upon its proprietary cell
immortalization and stem cell technology. A more detailed discussion of the
VITROCELL(TM) product line is contained in the Company's Form 10-KSB for fiscal
year 2005. The Company is now focused on the commercialization of stem
cell-derived human beta cells for use in research and drug discovery related to
diabetes. Market introduction of these products for research use will not
require FDA approval. Management believes there is a substantial unmet need for
its beta cells since there is limited competition and strong demand for these
cells especially in drug discovery programs directed towards development of new
diabetes therapies. Diabetes afflicts about 190 million people globally with a
rapidly increasing incidence.

     The Company's beta islet stem cells and related proprietary technology also
have potential application in the development of cell therapy for diabetic
patients. Recent clinical trials have shown positive benefit of transplantation
of beta islets together with various immunosuppressive drugs in the treatment of
Type I diabetes. However, the relatively small number of islets available for
transplantation and use of immunosuppressive therapy limit this therapy. The
Company's stem cell technology has potential for development of an infinite
supply of transplantable beta cells that may be transplanted without use of
immunosuppressive drugs. Development of such products is a longer-term goal of
the Company that would require appropriate alliances and financing that is
presently not available to the Company.

ITEM 3. Controls and Procedures

     (a) We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report. As of July 31, 2006, under the supervision
and with the participation of our Chief Executive Officer and Principal
Financial Officer, management has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that evaluation,
the Chief Executive Officer concluded that our controls and procedures were
effective in timely alerting to material information required to be included in
our periodic filings with the Securities and Exchange Commission. No significant
changes were made to our internal controls or other factors that could
significantly affect those controls subsequent to the date of their evaluation.

     (b) No significant changes were made to internal controls or other factors
that could significantly affect those controls subsequent to the date of their
evaluation.

                                       12
<PAGE>

                           PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities

     In August 2006, the Chairman of the Company purchased 357,143 shares of
common stock of the Company that were not registered under the Securities Act of
1933, as amended. The purchase price was $0.056 per share. The Company issued
these shares directly, and paid no commission in connection with the issuance.
The Company relied on the exemption from registration provided by Section 4(2)
of the 1933 Act, as the individual was afforded access to the type of
information that would be contained in a registration statement. The individual
was aware of the risks of the transaction, and the Company had a pre-existing
relationship with this individual. The certificate representing the shares was
issued with a legend restricting transfer of the underlying shares, and stop
transfer instructions were issued to the Company's transfer agent.


Item 5. Other Information

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

Item 6. Exhibits.

     Exhibits: The following exhibits are filed with this report:

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

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





                                       13
<PAGE>


                                    SIGNATURE

     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 September 14, 2006.

                                            Vitro Diagnostics, Inc.


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


















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