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 January 31, 2001

                                       OR

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


Commission file number: 0-17378


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


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


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


Registrant's telephone number, including area code:  (303) 798-6882
                                                     --------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for at least the past 90 days.   Yes   X         No
                                                   ---           ---

     The number of shares  outstanding of the issuer's class of common equity as
of March 12, 2001 was 8,809,923.


<PAGE>



                             VITRO DIAGNOSTICS, INC.

                     Index to Condensed Financial Statements

PART I - FINANCIAL INFORMATION

                                                                         Page
                                                                         -----
Item 1. Financial Statements*

Condensed balance sheet, January 31, 2001 (unaudited) ..................   3

Condensed statements of operations for the three months ended
      January 31, 2001 and 2000 (unaudited) ............................   4

Condensed statements of cash flows for the three months ended
      January 31, 2001 and 2000 (unaudited) ............................   5

Notes to condensed financial statements ................................   6


*  The  accompanying  condensed  financial  statements  are not covered by an
   Independent Certified Public Accountant's report

                                        2

<PAGE>


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


                             VITRO DIAGNOSTICS, INC.

                             Condensed Balance Sheet
                                   (Unaudited)

                                January 31, 2001

ASSETS

Current Assets:
      Cash ....................................................     $   450,040
      Deposits ................................................          24,000
      Prepaid expenses ........................................          21,362
                                                                    -----------
                                          Total current assets          495,402

Patents, net ..................................................         156,827
                                                                    -----------

                                                                    $   652,229

                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
      Accounts payable ........................................     $     4,782
      Other current liabilities ...............................           2,316
                                                                    -----------
                                     Total current liabilities            7,098
                                                                    -----------

Shareholders' Equity:
      Common stock ............................................           8,810
      Additional paid-in capital ..............................       4,297,489
      Retained deficit ........................................      (3,661,168)
                                                                    -----------
                                    Total shareholders' equity          645,131
                                                                    -----------

                                                                    $   652,229
                                                                    ===========

            See accompanying notes to condensed financial statements

                                        3

<PAGE>

<TABLE>

                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                                              Three Months Ended
                                                                                  January 31,
                                                                           ---------------------------
                                                                               2001           2000
                                                                           -----------      ---------
Revenue:
<S>                                                                        <C>            <C>
     Product sales .....................................................   $         -    $   269,242

Operating expenses:
     Cost of goods sold ................................................             -        156,701
     Selling, general and administrative ...............................        28,275        175,427
     Rent and facility fees, related party (Note B) ....................         5,250              -
     Research and development ..........................................        56,422        160,643
                                                                           -----------    -----------
                                               Total operating expenses         89,947        492,771
                                                                           -----------    -----------
                                           Income (loss) from operations       (89,947)      (223,529)

Other income (expense):
     Interest income ...................................................         5,505            400
     Interest expense ..................................................             -         (4,033)
                                                                           -----------    -----------
                                       Income (loss) before income taxes       (84,442)      (227,162)

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

                                                       Net income (loss)   $   (84,442)   $  (227,162)
                                                                           ===========    ===========


Basic and diluted income (loss) per common share .......................   $     (0.01)   $     (0.03)
                                                                           ===========    ===========

Basic and diluted weighted average
     common shares outstanding .........................................     8,718,227      8,455,087
                                                                           ===========    ===========
</TABLE>

            See accompanying notes to condensed financial statements

                                        4

<PAGE>


<TABLE>

                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                                             Three Months Ended
                                                                                 January 31,
                                                                           -----------------------
                                                                              2001        2000
                                                                           ---------    ---------

<S>                                                                        <C>          <C>
                                   Net cash used in operating activities   $(131,248)   $(110,453)
                                                                           ---------    ---------

Cash flows from investing activities:

      Property and equipment purchases .................................           -      (41,272)
      Payments for patents .............................................      (8,136)     (15,788)
      Proceeds from receipts on note receivable ........................           -          486
                                                                           ---------    ---------
                                   Net cash used in investing activities      (8,136)     (56,574)
                                                                           ---------    ---------

Cash flows from financing activities:

      Proceeds from issuance of notes payable ..........................           -      160,000
      Principal payments on notes payable ..............................           -       (9,132)
                                                                           ---------    ---------
                               Net cash provided by financing activities           -      150,868
                                                                           ---------    ---------

Net change in cash .....................................................    (139,384)     (16,159)
Cash, beginning of period ..............................................     589,424       44,291
                                                                           ---------    ---------

                                                     Cash, end of period   $ 450,040    $  28,132
                                                                           =========    =========

Supplemental  disclosure of cash flow  information:
      Cash paid during the period for:

         Interest ......................................................   $       -    $   4,033
                                                                           =========    =========
         Income taxes ..................................................   $       -    $       -
                                                                           =========    =========

      Non-cash investing and financing activities:

         Cashless exercise of stock options (Note D) ...................   $     275    $       -
                                                                           =========    =========
</TABLE>

            See accompanying notes to condensed financial statements

                                        5

<PAGE>

PART I - FINANCIAL INFORMATION



Note A: Basis of Presentation
-----------------------------

The condensed  financial  statements  presented herein have been prepared by the
Company in  accordance  with the  instructions  to Form  10-QSB  and  accounting
policies  described  in its  audited  financial  statements  for the year  ended
October 31, 2000  included in its Form 10-KSB and should be read in  conjunction
with the notes thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the full fiscal year.

Interim financial data presented herein are unaudited.


Note B: Related Party Transactions
----------------------------------

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


Note C: Income Taxes
--------------------

The Company  records its income taxes in accordance  with Statement of Financial
Accounting  Standard No. 109,  "Accounting  for Income  Taxes".  The Company has
incurred net  operating  losses  during prior  periods,  which offset the income
recognized  during the three months  ended  January 31, 2001 and result in a net
deferred tax asset. The net deferred tax asset was fully allowed for through the
valuation allowance, therefore the net benefit and expense result in $-0- income
taxes.

The  valuation   allowance  will  be  evaluated  at  each  balance  sheet  date,
considering  positive  and  negative  evidence  about  whether the asset will be
realized.  At that time,  the  allowance  will either be  increased  or reduced;
reduction could result in the complete  elimination of the allowance if positive
evidence  indicates  that  the  value of the  deferred  tax  asset is no  longer
impaired and the allowance is no longer required.


Note D: Shareholders' Equity
----------------------------

During the three  months  ended  January 31, 2001,  the Company  issued  275,088
shares of its $.001 par value  common  stock  through  the  exercise  of 357,480
common stock options.

During the three  months  ended  January 31, 2001,  the Company  granted  55,000
options to directors with exercise prices equal to the common stock market value
on the date of grant.  The weighted  average exercise price and weighted average
fair  value of these  options  as of  January  31,  2001  were  $1.17  and $.60,
respectively.

                                        6

<PAGE>


Effective  December 2, 2000, the Company  adopted an Equity  Incentive Plan (the
"Plan"),  which replaced the Company's 1992 Stock Option Plan except for options
already  outstanding  under the old plan. A total of 1,000,000  shares of common
stock are  authorized to be awarded under the Plan.  Awards may take the form of
qualified stock options,  non-qualified stock options,  restricted stock awards,
stock bonuses and other stock grants.

All stock options were fully vested on the date of grant. The following schedule
summarizes the changes in the Company's stock option plans:

<TABLE>
<CAPTION>

                                Options Outstanding and Exercisable
                                -----------------------------------    Weighted Average
                                 Number of           Exercise Price     Exercise Price
                                   Shares              Per Share          Per Share
                                -----------          --------------    ----------------
<S>                             <C>                  <C>                   <C>
Balance at October 31, 2000...  1,194,844            $.07.to.$1.50         $ 0.25
   Options granted............     55,000            $.63 to $.79          $ 1.17
   Options exercised..........   (357,480)           $.07 to $.19          $ 1.13
   Options canceled...........   (187,550)           $.08 to $.33          $ 0.19
                                -----------          --------------    ----------------
Balance at January 31, 2001...   704,814             $.07.to.$1.50         $ 0.33
                                ===========
</TABLE>


Pro forma information regarding net income and earnings per share is required by
SFAS 123 as if the Company had accounted for its granted stock options under the
fair  value  method of that  Statement.  The fair  value for these  options  was
estimated at the date of grant using the Black-Scholes option-pricing model with
the following assumptions:

         Risk-free interest rate..................      6.00%
         Dividend yield...........................      0.00%
         Volatility factor........................     50.00%
         Weighted average expected life...........    5 years


The  Black-Scholes  options  valuation model was developed for use in estimating
the fair value of traded  options,  which have no vesting  restrictions  and are
fully  transferable.  In addition,  option valuation models require the input of
highly  subjective  assumptions  including the expected stock price  volatility.
Because the Company's stock options have characteristics significantly different
from  those of traded  options,  and  because  changes in the  subjective  input
assumptions  can  materially  affect the fair value  estimate,  in  management's
opinion,  the  existing  models do not  necessarily  provide a  reliable  single
measure  of the fair  value of its  stock  options.  However,  the  Company  has
presented the pro forma net loss and pro forma basic and diluted loss per common
share using the assumptions noted above.

                                        7
<PAGE>

                                                       Three Months Ended
                                                            January 31,
                                                  -----------------------------
                                                     2001               2000
                                                  ----------         ----------
Net loss, as reported........................     $ (84,442)         $(227,162)
                                                  ==========         ==========
Pro forma net loss...........................     $(117,193)         $(227,162)
                                                  ==========         ==========

Basic and diluted net loss per
   common share, as reported.................     $   (0.01)         $   (0.03)
                                                  ==========         ==========
Pro forma basic and diluted net loss
   per common share..........................     $   (0.01)         $   (0.03)
                                                  ==========         ==========



Note E:  National Institute for Health Grant
--------------------------------------------

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

The  receipt of the grant also  allows  the  Company to apply for an  additional
grant of up to $750,000 to further that research. Management intends to take all
reasonable and appropriate steps to pursue the additional funding.

                                        8
<PAGE>

ITEM 6. Management's Discussion and Analysis or Plan of Operation
=================================================================

Introduction

     This section discusses the financial  condition and results of operation of
Vitro  Diagnostics,  Inc.  (the  "Company")  at  January  31,  2001  and for the
three-month  period  ending  that  date.  This  information  should  be  read in
conjunction  with the  information  contained in the Company's  Annual Report on
Form 10-KSB for the fiscal year ended  October 31, 2000,  including  the audited
financial statements contained therein.

     Certain statements contained herein constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation, statements regarding the
Company's  plan of  business  operations,  potential  contractual  arrangements,
anticipated revenues and related  expenditures.  Factors that could cause actual
results  to  differ  materially  include,  among  others,  acceptability  of the
Company's products in the market place, general economic conditions,  receipt of
additional working capital, the overall state of the biotechnology  industry and
the other  factors set forth in the  Company's  Annual Report on Form 10-KSB for
the fiscal year ended October 31, 2000 under the caption "Risk Factors." Most of
these  factors are outside the control of the Company.  Investors  are cautioned
not to put undue  reliance on  forward-looking  statements.  Except as otherwise
required by applicable securities statutes or regulations, the Company disclaims
any intent or obligation to update  publicly these forward  looking  statements,
whether as a result of new information, future events or otherwise.

Liquidity and Capital Resources

     At  January  31,  2001,  the  Company  had  working  capital  of  $488,304,
consisting of current assets of $495,402 and current liabilities of $7,098. This
represents a decrease in working capital of $86,298 from fiscal year end October
31, 2000. The decrease in working  capital  represents cash spent on, as well as
liabilities accrued for, operations during the quarter. Current assets decreased
by $118,022 and current liabilities also decreased by approximately $31,724. The
Company presently has no other capital resources besides its current assets.

     During the first  fiscal  quarter  ended  January 31, 2001,  the  Company's
operations  used,  rather than provided,  cash.  During that time, the Company's
operations  used  $131,248,  compared to the use of $110,453  cash by operations
during the first quarter ended January 31, 2000. This results from the fact that
the Company sold its diagnostic operation and presently has no revenue to offset
its expenses.

     Management believes the decrease in cash flow is primarily  attributable to
the absence of product sales. On August 7, 2000, the Company sold its diagnostic
operation  that had  provided  cash through the sale of purified  antigens.  The
diagnostic operation was sold for $700,000 in cash and the assumption of certain
liabilities.  The  result  of this  transaction  was that the  Company  retained
ownership  of  its   intellectual   property  related  to  the  development  and

                                        9
<PAGE>

commercialization  of therapeutic products to treat infertility and its cellular
immortalization research program. However, without the revenues from the sale of
products,  all expenditures reduce the working capital available to the Company.
There is a modest  amount  of other  income  ($5,505)  reflecting  the  interest
generated  from  cash held in an  interest-generating  account,  but this  other
income is less than the expenditures necessary to maintain operations.

     While the Company is attempting to exercise care in the  expenditure of its
available  capital on operations,  the Company may expend its capital  resources
unless another source can be located.  Based upon its experience to date and the
expenditures  anticipated  in the  near-term,  management  anticipates  that the
Company currently has sufficient  working capital to last through the end of the
current  fiscal  year.  The  Company  is  actively  seeking  additional  capital
resources to fulfill its needs,  including  research grant  funding,  pursuit of
strategic   alliances   or  other   inter-corporate   relationships   and  other
capitalization  opportunities that may be available to the Company. Please refer
to the  Company's  Form  10-KSB for  fiscal  year 2000 for  additional  detailed
description concerning these capitalization initiatives.

Results of Operations

     During the first quarter ended January 31, 2001, the Company realized a net
loss of $84,442,  which was $0.01 per share,  on no  revenue.  The net loss is a
decrease of $142,720  from the net loss for the first  quarter ended January 31,
2000.  The  decrease  in net  loss  is  attributable  to  substantially  reduced
operating  expenses,  as the Company strives to conserve its available  capital.
Selling,  general and  administrative  expenses  decreased by $147,152  from the
first  quarter of fiscal year 2000 to the first quarter of 2001 as a consequence
of  downsizing  and the  reduction of other  expenses,  including  equipment and
facility  leases,  that occurred as a consequence  of the sale of the diagnostic
operation in August of 2000. The Company  presently has two full-time  employees
while at the end of the first  quarter of fiscal  year 2000 the  Company  had 10
full-time employees.

     The research and development  expenses for the first quarter of fiscal year
2001  were  $56,422,  which  was a  decrease  of  $104,221  compared  to the R&D
expenditures  incurred  during the first quarter of year 2000.  This decrease is
primarily  attributable to the downsizing of the Company noted above.  Also, the
R&D  activities  were  limited to the  development  of processes  necessary  for
technology  transfer to a contract  manufacturer  for  production  of  materials
needed in the clinical trials of VITROPIN(TM)  and related  analytical  methods.
The Company also has a research grant from the National  Institutes of Health to
support the  development of its cellular  immortalization  technology.  However,
during the first  quarter  of fiscal  year  2001,  there no direct  expenditures
related to this  research.  The  activities  related to this grant were  largely
administrative  related to  changes  in  personnel  and  establishment  of funds
transfer procedures.

                                       10
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 14, 2001.

                                          Vitro Diagnostics, Inc.


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

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of the Company
in the capacity indicated on March 14, 2001.

                                           Principal Financial Officer:


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

                                       11