FORM 10-QSB

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


(Mark One)

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

         For the quarterly period ended April 30, 2008

         OR

(  )     TRANSITION REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 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. Employer
incorporation or organization)                              Identification No.)

12635 E. Montview Blvd., Aurora, Colorado                        80045
-----------------------------------------                        -----
(Address of principal executive offices)                       (Zip Code)

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 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 [   ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [   ] No [ X ]

The number of shares outstanding of the issuer's class of common equity as of
June 16, 2008 was 15,143,681.

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

<PAGE>


                             VITRO DIAGNOSTICS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                           Page
                                                                           ----

Item 1.    Condensed Balance Sheet, April 30, 2008 (unaudited)               3

           Condensed Statements of Operations for the three and six
            months ended April 30, 2008 and 2007 (unaudited)                 4

           Statement of Changes in Shareholders' Deficit (unaudited)         5

           Condensed Statements of Cash Flows for the six months
           ended April 30, 2008 and 2007 (unaudited)                         6

           Notes to the Condensed Unaudited Financial Statements             7

Item 2.    Management's Discussion and Analysis or Plan of
           Operation                                                        11

Item 3A(T).Controls and Procedures                                          14

PART II - OTHER INFORMATION

Item 2.    Recent Sales of Unregistered Securities                          15
Item 5.    Other Information                                                15
Item 6.    Exhibits                                                         15
           Signatures                                                       16


                                       2

<PAGE>

<TABLE>
<CAPTION>

                                      VITRO DIAGNOSTICS, INC.
                                Condensed Balance Sheet (Unaudited)
                                          April 30, 2008

<S>                                                                                              <C>
Assets
Current assets:
     Cash.............................................................................         $   159,456
     Accounts receivable..............................................................                 750
     Inventory, at cost...............................................................               2,484
                                                                                               -----------
                                                                   Total current assets            162,690

Equipment, net of accumulated depreciation of $25,437.................................              26,201
Patents, net of accumulated amortization of $16,369...................................              12,948
Deferred costs........................................................................              20,793
Other assets..........................................................................               2,449
                                                                                               -----------
                                                                                               $   225,081
                                                                                               ===========


Liabilities and Shareholders' Deficit
Current liabilities:
     Current maturities on capital lease obligation (Note E)..........................         $     2,075
     Accounts payable.................................................................              29,731
     Due to officer (Note B)..........................................................              11,915
     Note payable and acrrued interest payable to officer (Note B)....................             217,342
     Accrued payroll expenses (Note B)................................................           1,164,374
     Lines of credit (Note D).........................................................              91,407
                                                                                               -----------
                                                             Total current liabilities           1,516,844

Long-term debt (Note E):
     Capital lease obligation, less current maturities................................              10,980
                                                                                               -----------
                                                                     Total liabilities           1,527,824
                                                                                               -----------


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;
        15,043,681 shares issued and outstanding......................................              15,044
     Additional paid-in capital.......................................................           4,912,058
     Services prepaid with common stock...............................................              (2,280)
     Accumulated deficit..............................................................          (6,227,565)
                                                                                               -----------
Total shareholders' deficit                                                                     (1,302,743)
                                                                                               -----------

                                                                                               $   225,081
                                                                                               ===========


                                                      Page 3
                            See accompanying notes to condensed, unaudited financial statements
<PAGE>


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


                                                          For The Three Months Ended          For The Six Months Ended
                                                                     April 30,                      April 30,
                                                         -----------------------------     ----------------------------
                                                              2008             2007           2008              2007
                                                         -------------     -----------     -----------     ------------

Product sales......................................      $         750       $    --        $    1,500     $       500
                                                         -------------     -----------     -----------     ------------

Operating costs and expenses:
    Research and development.......................             87,422          68,164         154,994         122,034
    Selling, general and administrative............             50,500          28,093          78,547          51,147
                                                         -------------     -----------     -----------     ------------
                 Total operating costs and expenses            137,922          96,257         233,541          173,181
                                                         -------------     -----------     -----------     ------------
                               Loss from operations           (137,172)        (96,257)       (232,041)        (172,681)

Other income (expense):
    Gain resulting from reinstatement of
       previously de-obligated grant...............               --            54,401            --             54,401
    Interest expense...............................            (11,902)         (9,683)        (23,743)         (17,433)
                                                         -------------     -----------     -----------     ------------
                            Loss before income taxes          (149,074)        (51,539)       (255,784)        (135,713)

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

                                           Net loss      $    (149,074)    $   (51,539)    $  (255,784)    $   (135,713)
                                                         =============     ===========     ===========     ============

Basic and diluted net loss per common share........      $       (0.01)    $     (0.00)    $     (0.02)    $      (0.01)
                                                         =============     ===========     ===========     ============
Shares used in computing basic and diluted
    net loss per common share......................         14,154,348      12,450,912      13,102,443       12,450,912
                                                         =============     ===========     ===========     ============


                                                                  Page 4

                                        See accompanying notes to condensed, unaudited financial statement
<PAGE>


                                                        VITRO DIAGNOSTICS, INC.
                                         Statement of Changes in Shareholders' Deficit (Unaudited)


                                                                                         Services
                               Preferred Stock         Common Stock          Additional Prepaid with
                               ---------------    ----------------------      Paid-in      Common       Accumulated
                               Shares  Amount     Shares       Par Value      Capital      Stock          Deficit          Total
                               ------  -----      ------       ---------      -------      -----          -------          -----


   Balance, October 31, 2007      --   $  --     12,681,681   $    12,682   $ 4,653,020   $      --      $(5,971,781)   $(1,306,079)

Common stock units sold
   pursuant to private
   placement, $.0.10 per
   share (Note F)                 --      --      1,250,000         1,250       123,750          --             --          125,000
Common stock issued under
   consulting contract,
   $.0.09 per share (Note F)      --      --        100,000           100         8,900          --             --            9,000
Common stock issued in
   exchange for future
   Scientific Advisory
   Board services,
   $.0.20 per share (Note F       --      --         12,000            12         2,388        (2,280)          --              120
Common stock issued
   following exercise
   on Class A warrants,
   $.0.125 per share
   (Note F)                       --      --      1,000,000         1,000       124,000          --             --          125,000
Net loss for the six months
   ended April 30, 2008.          --      --           --            --            --            --         (255,784)      (255,784)
                                ----   ------   -----------   -----------   -----------   -----------    -----------    -----------
   Balance, April 30, 2008        --   $  --     15,043,681   $    15,044   $ 4,912,058   $    (2,280)   $ (6,227,565)  $(1,302,743)
                                ====   ======   ===========   ===========   ===========   ===========    ===========    ===========



                                                                   Page 5

                                        See accompanying notes to condensed, unaudited financial statements


<PAGE>


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


                                                                                  For The Six Months Ended
                                                                                         April 30,
                                                                            ----------------------------------
                                                                               2008                     2007
                                                                            ---------                ---------

Net cash used in operating activities ...........................           $ (46,129)               $ (46,110)
                                                                            ---------                ---------


Cash flows from investing activities:
     Purchases of equipment .....................................             (14,093)                    --
     Payments for patents and deferred costs ....................              (2,259)                  (3,194)
                                                                            ---------                ---------

Net cash used in investing activities ...........................             (16,352)                  (3,194)
                                                                            ---------                ---------


Cash flows from financing activities:
     Proceeds from issuance of notes payable ....................               3,400                   22,300
     Principal payments on notes payable ........................             (32,025)                  (3,000)
     Proceeds (repayments) on lines of credit, net ..............                 299                    1,023
     Principal payments on capital lease ........................                (889)                    --
     Proceeds from sale of common stock .........................             125,000                   30,000
     Proceeds from exercise of common stock options .............             125,000                     --
                                                                            ---------                ---------

Net cash provided by financing activities .......................             220,785                   50,323
                                                                            ---------                ---------


                                               Net change in cash             158,304                    1,019
Cash, beginning of period                                                       1,152                    1,152
                                                                            ---------                ---------

                                              Cash, end of period           $ 159,456                $   2,171
                                                                            =========                =========


Supplemental disclosure of cash flow information:
   Cash paid during the year for:
        Interest                                                            $  13,434                $  11,326
                                                                            =========                =========
        Income taxes                                                        $    --                  $    --
                                                                            =========                =========


                                                           Page 6

                              See accompanying notes to condensed, unaudited financial statements




<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, 2007 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 April 30, 2008 are not necessarily indicative of the
results to be expected for the year.

Financial data presented herein are unaudited.

Basis of Presentation - Going Concern

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company has suffered significant losses
since inception and has working capital and shareholders' deficits at April 30,
2008, that raise substantial doubt about its ability to continue as a going
concern. In view of these matters, realization of certain of the assets in the
accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon its ability to obtain capital from
outside sources, generate sufficient cash flow to meet its obligations on a
timely basis and ultimately to attain profitability.

The financial statements do not include any adjustments relating to the
recoverability of assets and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. During
the years ended October 31, 2007 and 2006, the then president and now chairman
has loaned the Company funds for working capital on an "as needed" basis. There
is no assurance that these loans will continue in the future. The Company plans
to seek additional funding to maintain its operations through debt and equity
financing. The Company is presently engaged in discussions with companies that
have expressed interest in the commercialization of the Company's stem cell
technology and the Company's fertility drugs. Management intends to pursue these
and other opportunities with the objective of establishing strategic alliances
to fund further development and commercialization of its key technologies. Also,
the Company has launched a new product line, VITROCELL(TM), consisting of novel
human cell lines for research and development. These products represent unique
opportunities for researchers to utilize proliferating human cell lines for a
variety of research applications including basic research in diabetes,
pancreatic cancer and endocrinology of the pituitary gland. Management intends
to pursue revenue generation from this product line and development of other
related products to the fullest extent possible given its resources. There is no
assurance that any of these initiatives will yield sufficient capital to
maintain the Company's operations. In such an event, management intends to
pursue various alternatives such as sale of its assets or merger with other
entities.

Note B:  Related Party Transactions

Indebtedness to officer

During the past four fiscal years, the Company's president paid $14,236 in
expenses on behalf of the Company. During the six months ended April 30, 2008,
the Company repaid $2,321. The balance of $11,915 is included in the
accompanying condensed financial statements as "Due to officer".


                                       7

<PAGE>


                            VITRO DIAGNOSTICS, INC.
               Notes to Unaudited Condensed Financial Statements


Notes payable

During the period from August 23, 2002 to October 31, 2007 the Company's
president loaned the Company a total of $189,408 through various notes that had
also accrued interest in the amount of $14,225. These notes and the accrued
interest were consolidated into a single note of $203,633 that matures on
October 31, 2008 and accrues interest at a rate of 10% per annum. This note is
collateralized by a first lien on the FSH patents owned by the Company, the same
collateral that had secured a prior note between the Company and the officer.
Accrued interest payable on the loans totaled $10,182 at April 30, 2008.

During the six months ended April 30, 2008, the president loaned the Company an
additional $3,400 for working capital. This loan is uncollateralized, due on
demand and accrues interest at a rate of 10% per annum. Accrued interest payable
on the loans totaled $127 at April 30, 2008.

Accrued salaries

The Company accrues the salaries of its officer due to a lack of working
capital. Salary expense incurred for the six months ended April 30, 2008 totaled
$150,000. Total accrued salaries and payroll taxes totaled $1,164,374 at April
30, 2008.

Other

The president has personally guaranteed all debt instruments of the Company
including all credit card debt.

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 April 30, 2008 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 $1,731 was unused at April 30,
2008. The interest rate on the credit line was 14.25% at April 30, 2008.
Principal and interest payments are due monthly.

The Company also has six credit cards with a combined credit limit of $88,000,
of which $7,362 was unused at April 30, 2008. The interest rates on the credit
cards range from 12.99% to 36.31% as of April 30, 2008.


                                       8
<PAGE>


                            VITRO DIAGNOSTICS, INC.
               Notes to Unaudited Condensed Financial Statements


Note E:  Long-Term Debt

Capital Lease Obligation

On July 26, 2007, the Company entered into a capital lease agreement to acquire
laboratory equipment. The Company is obligated to make 3 monthly payments of $25
and 60 monthly payments of $382 under the lease. Future maturities of the
capital lease obligation are as follows:

            Year ended October 31,
            ----------------------

                   2008 ..................................        $   2,293
                   2009 ..................................            4,587
                   2010 ..................................            4,587
                   2011 ..................................            4,587
                   2012 ..................................            3,823
                                                                  ---------
                                                                  $  19,877

             Less: imputed interest ......................           (6,822)
             Present value of net minimum
               lease payments ............................        $  13,055
                                                                  =========

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


Note F:  Shareholders' Deficit

Common Stock and Warrant Purchase Agreement

On January 31, 2008 (the "Closing Date"), the Company completed a private
placement of 1,250,000 shares of its common stock and warrants to purchase
1,000,000 additional shares of common stock to three investors (the "Investor").
The securities were sold as units (the "Units") at a price of $0.10 per Unit,
with the Investor purchasing an aggregate of 1,250,000 Units for gross proceeds
of $125,000. Each Unit consisted of one (1) share of common stock and
eight-tenths (8/10) of one Class A warrant for a total of 1,250,000 shares of
common stock and 1,000,000 Class A warrants. The Class A warrants carry an
exercise price of $.125 per share. The transaction was not registered under the
Securities Act of 1933, as amended, (the "1933 Act"). The sales were made
pursuant to a Common Stock and Warrant Purchase Agreement dated January 31,
2008. Each Class A warrant grant the Investor the right to purchase one (1)
share of common stock and one-half (1/2) of a Class B warrant at an exercise
price of $0.25 per warrant.. The Class A warrants were exercised on April 30,
2008, and the investor received 1,000,000 shares of the Company's common stock
and 500,000 Class B warrants in exchange for a payment of $125,000.

Each Class B warrant grants the Investor the right to purchase one (1) share of
common stock and one (1) Class C warrant at an exercise price of $0.25 per
warrant.. The Class B warrants are exercisable immediately and remain
exercisable for a period of seven months from the Closing Date. The Class B
warrants must be exercised if the Company can demonstrate sales of stem
cell-derived beta islets in an amount of at least $30,000 for the three months
ended July 31, 2008. Each Class C warrant grants the Investor the right to
purchase one (1) share of common stock at an exercise price of $0.25 per share.
The Class C warrants are exercisable upon the exercise of the Class B warrants
and remain exercisable for a period of ten months from the Closing Date and must


                                       9
<PAGE>


                            VITRO DIAGNOSTICS, INC.
               Notes to Unaudited Condensed Financial Statements


be exercised if the Company can demonstrate sales of stem cell-derived beta
islets in an amount of at least $100,000 for the three months ended October 31,
2008. The private placement was conducted by the Company's officers and
directors and no underwriting discounts, commissions, or finders' fees were
paid. The Company has agreed to pay a financing fee to the Investor in
connection with offering equal to 2% of the aggregate purchase price of the
securities to cover the Investor's legal fees arising from the transaction.

Common stock issued for services

Under the terms of a Consulting Agreement, the Company agreed to issue 100,000
shares of its common stock upon the receipt of $100,000 or more in capital
financing. The Company received financing in excess of $100,000 on January 31,
2008. On March 25, 2008, the Board of Directors approved the issuance of the
consultant's 100,000 shares. The transaction was valued at $9,000, or $.09 per
share, based on the fair value of the stock on January 31, 2008, the date the
shares were earned.

On March 25, 2008, the Company issued the above consultant 12,000 shares of the
Company's common stock as compensation to serve on the Company's Scientific
Advisory Board for a period of two years. The transaction was valued at $2,400,
or $.20 per share, based on the fair value of the stock on the transaction date.
The transaction will be expensed over the period of the service. As of April 30,
2008, $120 was expensed and $2,280 was reported as "Services prepaid with common
stock" in the accompanying condensed balance sheet.

Employee stock options

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

                                                                            Weighted
                                                                            Average                         Weighted
                                              Options Outstanding          Remaining      Aggregate         Average
                                        --------------------------------
                                           Number of     Exercise Price    Contractual     Intrinsic      Exercise Price
                                           Shares         Per Share           Life          Value          Per Share
                                        -------------- ----------------- --------------- -------------  -----------------

Balance at October 31, 2007.......          705,864      $.08 to $.81       5.98 years    $ 26,160          $ 0.19
   Options granted................            --            $0.00                                           $  --
   Options exercised..............            --            $0.00                                           $  --
   Options expired................            --            $0.00                                           $  --
                                            ------

Balance at April 30, 2008.........         705,864       $.08 to $.81       5.48 years    $ 35,650          $ 0.19
                                           =======       ============       ==========    ========          ======



Exercisable at October 31, 2007...          405,864      $.08 to $.81       4.89 years    $ 26,160          $ 0.19

Exercisable at April 30, 2008.....          405,864      $.08 to $.81       4.40 years    $ 32,650          $ 0.19
                                            =======      ============       ==========    ========          ======
</TABLE>


Note G:  Reinstatement of Previously De-Obligated Grant Funds

The Company had previously filed an appeal with the National Institute of Child
Health and Human Development requesting reinstatement of $48,518, the amount
previously de-obligated from a research grant received from the NIH during 2001.
This was based on the Company's position that it had fulfilled the financial
reporting requirements to close-out the grant and other information that formed
the basis of the Company's appeal. During March 2007, the Company received
notification of the success of its appeal and full re-instatement of the
de-obligated funds. As a result of the reinstatement of the de-obligated funds,
the Company recognized a gain of $54,401 related to the removal of the
previously recorded contingent liability.


                                       10
<PAGE>


                            VITRO DIAGNOSTICS, INC.
               Notes to Unaudited Condensed Financial Statements


Note H:  Subsequent Event

On May 1, 2008, the Company's Board of Directors appointed Erik Van Horn to the
Board. The Board agreed to compensate Mr. Van Horn in the amount of $10,000,
payable immediately, for one year of service on the Board and that the
compensation may be applied to the exercise of outstanding options to purchase
100,000 shares of the Company's common stock. Mr. Van Horn notified the Board of
his intention to utilize the compensation to exercise the stock options.
Effective May 1, 2008, the options were exercised and 100,000 shares of the
Company's common stock were issued to Mr. Van Horn.







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, 2008 and the results of operations for the
three and six-month period ending April 30, 2008 and 2007. 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, 2007,
including the audited financial statements and notes contained therein.

         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 filings
with the Securities and Exchange Commission, including its Annual Report on Form
10-KSB for the fiscal year ended October 31, 2007 under the caption, "Risk
Factors." 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.


                                       11

<PAGE>


Liquidity and Capital Resources

         During the first quarter of fiscal 2008, the Company completed a
private placement of its securities that provided working capital. On January
31, 2008, the Company sold 1,250,000 units to three investors for gross proceeds
of $125,000, or $0.10 per unit. Each unit consisted of one share of the
Company's common stock and eight tenths (8/10) of a Class A Warrant. The Class A
Warrants permitted the investors to acquire an aggregate of 1,000,000 million
additional shares of common stock at $0.125 per share and 500,000 Class B
Warrants. The Class A Warrants were subsequently exercised on April 30, 2008
because the Company distributed its stem cell-derived human beta islet to
potential customers obligating the investors to exercise these warrants.

         The Company realized proceeds of $125,000 from the sale of 1,000,000
shares of its common stock at $0.125 per share and also granted the investors
500,000 Class B warrants that are exercisable at a price of $0.25 per warrant
until August 30, 2008. These warrants must be exercised in the event the Company
reaches an additional milestone of $30,000 in sales of its stem cell-derived
human beta islets within the three months ending July 31, 2008. If the investors
exercise the Class B warrants, they would also receive 500,000 Class C Warrants
to acquire an additional 500,000 shares of common stock at $0.25 per share.
These Class C Warrants are exercisable until November 30, 2008 and must be
exercised if the Company reaches an additional milestone within the three months
ended October 31, 2008. The Company has now realized $250,000 in gross proceeds
through this private placement and may realize an additional $250,000 in
proceeds if the remaining warrants are exercised. Proceeds from the offering are
being used to reduce certain outstanding debt and continue commercial
development of the Company's products.

         At April 30, 2008, the Company had a working capital deficit of
$1,354,154, consisting of current assets of $162,690 and current liabilities of
$1,516,844. This represents an increase in the deficit of $28,704 from fiscal
year end October 31, 2007. The increase in working capital deficit was due to
liabilities arising from operations, deferred salaries and expenses that
exceeded the proceeds from the sale of securities described above.

         Current assets increased by $36,000 and current liabilities increased
by $84,861 during the quarter ended April 30, 2008. The increase in current
liabilities was primarily related to deferred salaries while assets increased
due to cash raised from the sale of the Company's securities described
previously. The Company reported a $1,302,743 deficit in shareholders' equity at
April 30, 2008, which was $3,336 less than the deficit reported at October 31,
2007.

         During the six months ended April 30, 2008, the Company's financing
activities provided cash to support its operating activities. During that time,
the Company's operations used $46,129 in cash compared to $46,110 of cash used
by operations during the six months ended April 30, 2007. The Company reported
an overall increase in cash for the first six months of 2008 of $158,304 that
was $157,285 more than the increase in cash for the first six months of 2007.
Cash raised from financing activities was derived from sale of common stock to
the three outside investors, as described above. Cash usage reflects a minimum
cash requirement of about $7,700 per month for operations. Cash requirements for
operations are slightly increased compared to prior periods as the Company
accelerates its efforts to commercialize new products.


                                       13

<PAGE>


         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 2007. A current focus is securing exercise of the warrants
issued in the private placement discussed above. Management is attempting to
achieve certain commercial milestones that will result in exercise of the Class
B warrants (described above) that will provide an additional $125,000 capital
infusion into the Company. Management also plans to seek suitable business
combinations in an effort to provide enhanced revenue, capitalization and
business opportunities necessary to enhance shareholder value. Some initial
discussions are underway with regard to these transactions, but there is no
assurance that any such transaction will be completed.


Results of Operations

         During the three months ended April 30 2008, the Company realized a net
loss of $149,074 or $0.01 per share on $750 of revenue. The net loss was $97,535
more than the net loss for the three months ended April 30, 2007. The increased
net loss in the second quarter of 2008 compared to the same quarter in 2007 was
primarily due to increased non-cash salary expenses and the absence of a gain
due to reinstatement of a contingent liability during the second quarter 2007
(See Note G, Notes to Unaudited Condensed Financial Statements). Total operating
expenses in the second quarter of 2008 were $41,665 more than the comparable
period in 2007. Research and development expenses in the second quarter 2008
increased by $19,258 and selling, general and administrative expenses increased
by $22,407.

         During the six months ended April 30, 2008, the Company realized a net
loss of $255,784 or ($0.02) per share on $1,500 in revenue. The net loss in the
first half of 2008 was a $120,071 increase over the loss reported during the six
month period ended April 30, 2007. The increased net loss was due to increased
non-cash salary expenses and increased expenditures as the Company accelerates
the commercialization of new products. Also, there was a gain of $54,401
reported in the six months ended April 30, 2007 (Note G, Notes to Unaudited
Condensed Financial Statements).

         Current R&D activities of the Company are oriented towards advances in
its stem cell technology with potential application to research and treatment of
diabetes. A predominant current focus is development of commercial production
methods for the generation of stem cell-derived pancreatic beta islets.
Management believes that these advances improve opportunities for the Company to
commercialize beta islets for various non-therapeutic applications in drug
discovery and development and diabetes research as well.

         The Company's beta islet stem cells and related proprietary technology
also have potential application in the development of cell therapy for Type I
and some Type II diabetic patients. Recent clinical trials have shown the
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


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<PAGE>


immunosuppressive therapy limit this transplantation therapy. As a result, a
longer-term goal of the Company is the development of an infinite supply of
transplantable beta cells that may be transplanted without use of
immunosuppressive drugs. Such development would require greater resources than
are presently available to the Company and management is seeking appropriate
alliances and financing to support these objectives.

Item 3A(T).  Controls and Procedures

(a) The Company maintains a system of controls and procedures designed to ensure
that information required to be disclosed in reports that are filed or submitted
under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported, within time periods specified in the SEC's rules and
forms and to ensure that the information required to be disclosed in the reports
that we file or submit under the Securities Exchange Act of 1934, as amended, is
accumulated and communicated to our management, including our Chief Executive
Officer and Principal Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. As of April 30, 2008, under the
supervision and with the participation of the Company's Chief Executive Officer
and Principal Financial Officer, management has evaluated the effectiveness of
the design and operation of its disclosure controls and procedures. Based on
that evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective.

(b) Changes in Internal Controls. There were no changes in the Company's
internal control over financial reporting during the period ended April 30, 2008
that materially affected, or is reasonably likely to materially affect, the
Company's internal controls over financial reporting.


                           PART II. OTHER INFORMATION


Item 2.  Recent Sales of Unregistered Securities.

      At April 15, 2008, the Company achieved a milestone involving distribution
of its stem cell-derived human beta islet that obligated the exercise of
1,000,000 outstanding Class A warrants held by an investor. The Class A warrants
were exercised on April 30, 2008 and the investor received 1,000,000 shares of
the Company's common stock and 500,000 Class B warrants in exchange for a
payment of $125,000. These securities have not been registered under the
Securities Act of 1933, as amended, or state securities' laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements.


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.


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<PAGE>


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
                      of 2002.


                                   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 16, 2008.

                                     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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