CONFORMED COPY

                                   FORM 10-QSB

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


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

For the quarter ended April 30, 2000

                                       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)


8100 Southpark Way, Bldg B-1 , Littleton, Colorado              80120
-------------------------------------------------------------------------
     (Address of principal executive offices)               (Zip  Code)


                                 (303) 794-2000
        ----------------------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for at least the past 90 days.

Yes  X         No
    ---           ---

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity as of June 21, 2000 was 8,583,204.



<PAGE>


PART I - FINANCIAL INFORMATION

                           Vitro Diagnostics, Inc.
                               Balance Sheets

                                   Assets

                                                   (Unaudited)      (Audited)
                                                     April 30,     October 31,
                                                       2000           1999
                                                 ---------------  -------------
    Current Assets

     Cash Equivalents                            $            0   $    44,291
     Accounts Receivable                                293,506       108,527
     Inventories                                        218,960       516,011
     Prepaid Expense                                     56,375        68,255
     Current portion of note receivable                                 1,441
                                                 ---------------  -------------
       Total Current Assets                             568,841       738,525
                                                 ---------------  -------------

    Property,  Plant  and  Equipment

     Leasehold Improvements                              27,645        27,645
     Office Equipment & Furniture                        14,793        14,793
     Lab & EDP Hardware & SW                            165,811       136,128
                                                 ---------------  -------------
         Total Cost                                     208,249       178,566
     Less Depreciation                                 (151,699)     (147,490)
                                                 ---------------  -------------
         Net Property & Equipment                        56,550        31,076
                                                 ---------------  -------------
    Other  Assets

     Deposits                                             6,925         6,925
     Inventory - Non Current                             19,500        51,471
     Notes Receivable                                     5,527         5,059
     Patents                                           144, 879       103,335
                                                 ---------------  -------------
    Total Other Assets                                  176,831       166,791
                                                 ---------------  -------------
    Total Assets                                 $      802,222   $   936,393
                                                 ===============  =============

<PAGE>



                             Vitro Diagnostics, Inc.
                                 Balance Sheets

                        Liabilities & Stockholders Equity


                                                   (Unaudited)      (Audited)
                                                     April 30,     October 31,
                                                       2000           1999
                                                 ---------------  -------------
    Current Liabilities

     Accounts Payable                            $       28,213   $    16,899
     Bank Overdraft                                      17,546
      Payroll Taxes Payable                               4,942         5,925
     Accrued Expenses                                     1,033         1,032
     Notes Payable - Short Term                         208,464        36,640
                                                 ---------------  -------------
        Total Current Liabilities                       260,198        60,496
                                                 ---------------  -------------
     Note Payable, net of current portion               105,432       105,432

    Shareholders' Equity
     Common Stock:  500,000,000 Shares

        Authorized: par $.001;
        8,455,087 shares outstanding
        at 04/30/00 and 8,455,087
        outstanding at 10/31/99                         283,036       283,036
     Paid in Capital in Excess of Par                 3,656,593     3,656,593
     Accumulated Deficit                             (3,503,037)   (3,169,164)
                                                 ---------------  -------------
        Total Shareholders' Equity                      436,592       770,465
                                                 ---------------  -------------
    Total Liabilities and

      Shareholders' Equity                       $      802,222   $   936,393
                                                 ===============  =============


    The accompanying notes are an integral part of the financial statements.

<PAGE>


<TABLE>
                          Vitro Diagnostics, Inc.
                          Statement of Operations
                                (Unaudited)
<CAPTION>

                                                 Three Months Ended       Six Months Ended
                                                      April 30,               April 30,
                                                --------------------    ----------------------
                                                   2000       1999         2000       1999
                                                ---------- ---------    ----------  ----------
<S>                                             <C>        <C>          <C>         <C>
    Revenue

     Product Sales                              $ 300,913  $ 306,154    $ 570,155   $ 628,245

           Cost of Sales

     Product                                       24,902     78,209      188,333     201,463
                                                 --------   --------     --------    --------
        Gross Profit                              276,011    227,945      381,822     426,782

    Operating Expenses

     Selling, General & Administrative            154,908     83,275      233,118     159,399
     Research and Development                     101,918     82,519      166,469     139,372
                                                 --------   --------     --------    --------
        Total Expenses                            256,826    165,794      399,587     298,771
                                                 --------   --------     --------    --------
        Gain (Loss) from Operations                19,185     62,151      (17,765)    128,011
                                                 --------   --------     --------    --------
Other Income (Expense)
     Other Income                                   3,085      1,500       3,485        2,775
     Interest Expense                              (9,815)   (10,260)     (13,848)    (16,477)
     Accounting Change                                  0                (305,691)
     Penalties Expense                                (52)      -             (52)       -
                                                 --------   --------     --------    --------
        Total Other Income and (Expense)           (6,782)    (8,761)    (316,106)    (13,702)
                                                 --------   --------     --------    --------
        Net Gain (Loss)                         $ (12,403)  $ 53,390   $ (333,871)  $ 114,309
                                                 ========   ========     ========    ========
       Gain (Loss) Per Share of Common Stock
           (8,583,204) Shares outstanding
           at 04/30/00 and 6,413,702
           outstanding at 04/30/99)             $    0.00   $   0.01   $ (0.04)     $  0.02
                                                 ========   ========     ========    ========
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

                             Vitro Diagnostics, Inc.

                            Statements of Cash Flows
                        Six Months Ending 04/30/00 and 99

                                                   (Unaudited)     (Unaudited)
                                                     April 30,      April 30,
                                                       2000           1999
                                                 ---------------  -------------
    Cash Flows from Operating Activities

    Net Income (Loss)                            $     (333,871)  $   114,309
    Adjustments to Reconcile Net Income to
    Net Cash Provided by Operating Activities:
      Depreciation & Amortization                         4,209         6,363
    Changes in Assets & Liabilities:
      Decrease (increase) in-
        Accounts Receivable                            (184,979)      (99,777)
        Inventories                                     329,022        17,566
        Prepaid Expenses                                 11,880        (6,729)
        Deposits                                              0        10,000
        Notes Receivable                                    974
      (Decrease) increase in-
        Accounts Payable                                 11,314       (11,551)
        Salaries & Wages Payable                                         (800)
        Payroll Taxes Payable                              (983)       (2,507)
        Accrued Expenses                                   -             -
                                                 ---------------  -------------
     Net Cash Provided (Used) by

        Operating Activities                           (162,434)       26,874
                                                 ---------------  -------------
    Cash Flows From Investing Activities

      Capital Expenditures                              (29,683)      (15,798)
       Patents                                          (41,544)      (20,229)
                                                 ---------------  -------------
    Net Cash Used by Financing Activities               (71,227)      (36,027)
                                                 ---------------  -------------
    Cash Flows from Financing Activities
      Increase (decrease) in Short Term

        Notes Payable                                   171,824         9,848
                                                 ---------------  -------------
      Net Cash from Investing Activities                171,824         9,848
                                                 ---------------  -------------
      Net Increase (Decrease) in Cash                   (61,837)          695
      Cash Beginning                                     44,291        (4,248)
                                                 ---------------  -------------
      Cash Ending                                $      (17,546)  $    (3,553)
                                                 ===============  =============

Supplemental disclosures of cash flow information

Cash paid during the year for:

   Interest                                      $      46,287  $    17,734
                                                 ===============  =============

    The accompanying notes are an integral part of the financial statements.

<PAGE>

                           Vitro Diagnostics, Inc.
                      Notes to the Financial Statements
                         April 30, 2000 (Unaudited)

Basis of Presentation

The condensed  financial  information  furnished herein was taken from the books
and records of the Company without audit and was prepared in accordance with the
instructions to Form 10-QSB. The Company believes, however, that it has made all
adjustments  necessary to reflect properly the results of operations for the six
month  interim  period ended April 30,  2000.  The  adjustments  consist only of
normal reoccurring accruals. The results of operations for the six month interim
period ended April 30, 2000 are not necessarily  indicative of the results to be
expected for the year ended October 31, 2000.

Management  has  elected to omit  substantially  all  footnotes  relating to the
condensed  financial  statements  of the Company  included in the report.  For a
complete set of footnotes,  reference is made to the Company's  Annual Report on
Form 10-KSB for the year ended October 31, 1999 as filed with the Securities and
Exchange Commission and the audited financial statements included therein.


Note -1 Change in Accounting Policy

As of November 1, 1999, the Company  changed its method of  determining  cost of
its finished  goods  inventory  from a method based on costs as a percentage  of
gross  selling  price  to  cost  determined  by a  study  of  the  manufacturing
processes.  Management believes that the new method results in a closer matching
of costs  associated  with the  products,  thereby  reflecting a more  realistic
picture of the  Company's  financial  progress.  The effect of the change was to
increase  income for the quarter  ended  April 30,  2000 by $160,378  ($0.02 per
share).  The cumulative  effect of the change on prior years of $(305,691) ($.04
per share) is a one time charge to income.

Proforma amounts showing the effect of applying the new method retroactively.

                                           Quarter             Year to Date
                                        --------------       ---------------
Net income (loss)                       $   12,402           $   (28,180)

Loss per common share                   $     0.00           $     (0.00)

Management  is unable to  determine  the effect of the change had it occurred on
November 1, 1998 on the quarter ended April 30, 1999.


<PAGE>



Inventories  - They are valued at the lower of cost or market using the first-in
first-out method.

       Inventories consist of:
                                            04-30-00
                                          ------------
     Finished Goods                         $ 108,478
     Goods in Process                          30,152
     Raw Materials                             80,330
                                           ----------
                                            $ 218,960
                                           ==========

Goods in process inventory which is not expected to be completed and sold in the
next fiscal year is classified as non current.


<PAGE>


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Introduction

Certain  statements  contained herein  constitute  "forward looking  statements"
within the meaning of the Private Securities Litigation Reform Act of 1955. Such
forward looking statements include, without limitation, statements regarding the
Company's  plan of  business  operations,  potential  contractual  arrangements,
anticipated revenues and related  expenditures.  Factors that could cause actual
results to differ materially include, among others, the following: acceptability
of the Company's products in the market place, general economic conditions,  and
the  overall  state of the  biotechnology  industry.  Most of these  factors are
outside the contgrol of the Company.  Investors  are  cautioned not to put undue
reliance  on  forward  looking  statements.  Except  as  otherwise  required  by
applicable securities statutes or regulations,  the Company disclaims any intent
or obligation to update publicly these forward looking statements,  whether as a
result of new information, future events or otherwise.


Liquidity and Capital Resources

At quarter end April 30,  2000,  the Company  had working  capital of  $308,643,
consisting of current  assets of $568,841 and current  liabilities  of $260,198.
This represents a decrease in working capital of $138,551 from October 31, 1999.
Current  assets  decreased by $169,684  while current  liabilities  increased by
$199,702.  In addition to the working  capital  available at April 30, 2000, the
Company had  available  two lines of credit  totaling  $400,000 to help  finance
operations and capital requirements. At April 30, 2000, $63,000 was available on
these  lines.  Management  is of the  opinion  that  the  Company  will  require
additional  capital from outside sources to finance its capital  requirement for
fiscal 2000. Accounts receivable increased by $184,979 during the second quarter
of 2000.  This was not due to increased  sales,  but rather due to the timing of
those sales. Inventory for the first six months decreased by $297,051. (See Note
#1).

During the six months  ended April 30,  2000,  the  Company's  operations  used,
rather than  provided  cash.  During that time,  the Company's  operations  used
$162,434,  compared to cash  generated by operations  of $26,874  during the six
months  ended April 30, 1999.  Management  believes the decrease in cash flow is
primarily  attributable  to the  change  in  accounting  for the  evaluation  of
inventory  and cost of  goods  sold.  (See  Note # 1).  The  Company  relied  on
borrowing  during the first six months to maintain its R&D department.  Proceeds
from sales of antigens will be used to repay this debt.  Management  anticipates
that if the Company is unable to obtain capital from outside sources,  it may be
required to curtail its research and development.


Results of Operations

During the second quarter ended April 30, 2000, the Company  realized a net loss
of $12,403 on total revenues of $300,913. The net loss is a decrease of $65,793,
from the net income for the second  quarter 1999.  The decrease in operations is
attributable to increased R&D and SG& A costs.

In the second  quarter of 2000, the Company sold 966 milligrams of all products.
This  compares to 1,026 sold during the second  quarter of 1999.  Prices for the
Company's products remained constant since the second quarter of 1999.

Profit  margin from sales of the  Company's  product  increased  from the second
quarter of 1999,  from 74% for the  quarter  ended April 30, 1999 to 92% for the
quarter  ended April 30, 2000.  This change in profit is a direct  result of the
accounting  change,  (see Note # 1). The greatest increase in operating expenses
were SG&A and research and development.  SG&A increased  $83,275 from the second
quarter of 1999. Purchases of software and laboratory supplies were the cause of
this increase.  Research and development  expenses increased from $82,519 in the
second quarter of 1999 to $101,918 in the second quarter of 2000.  This increase
is  attributable  to  increased  emphasis on  development  of new  products  and
techniques.  Subject to  availability of working  capital,  the Company hopes to
continue this research and development.

During the six months ended April 30, 2000,  the Company  realized a net loss of
$333,871 on total revenues of $570,155.  The net loss is a decrease of $448,180,
from the net income for the first six months of 1999. The decrease in operations
is attributable to an accounting change for the evaluation of cost of goods sold
and  finished  inventories.  In the first six months of 2000,  the Company  sold
1,731  milligrams of all products.  This compares to 2,178 sold during the first
six months of 1999.  Prices for the Company's  products  remained constant since
the first six months of 1999.

Profit margin from sales of the Company's  product  decreased from the first six
months of 1999,  from 68% for the six months ended April 30, 1999 to 67% for the
first six months  ended April 30,  2000.  The  greatest  increase  in  operating
expenses was research and  development,  which  increased  from  $139,372 in the
first six  months of 1999 to  $166,469  in the  first six  months of 2000.  This
increase is  attributable  to increased  emphasis on development of new products
and techniques. Subject to availability of working capital, the Company hopes to
continue this research and development

The Company is actively  searching for capital  assistance.  Possible sources of
capital are strategic  alliances,  private placements and public offering of the
Company's securities

<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on June 28, 2000.

                                     Vitro Diagnostics, Inc.
                                          (Company)

                                      By: /s/ Roger Hurst
                                          ------------------------
                                          Roger Hurst, President,
                                          Chief Executive Officer
                                          Chief Financial Officer
                                          Chief Accounting Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of the Company
in the capacities indicated on June 28, 2000.

       Principal Executive, Financial and Accounting Officer and Director:

                                /s/ Roger Hurst
                                ---------------
                                    Roger Hurst

<PAGE>