FORM 10-QSB/A
                                 AMENDMENT NO. 2

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

(Mark One)

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

     For the quarter ended January 31, 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) 798-6882
        ----------------------------------------------------------------
              (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 the issuer's class of common equity as
of January 29, 2001, was 8,534,835.


<PAGE>
                             VITRO DIAGNOSTICS, INC.

                                      Index

                                                                           Page
                                                                           ----
Part I - FINANCIAL INFORMATION

Item 1. Financial Statements*

            Restated condensed balance sheet, January 31, 2000 (unaudited)    3

            Restated condensed statements of operations for the three
            months ended January 31, 2000 and 1999 (unaudited)                4

            Restated condensed statements of cash flows for the three
            months ended January 31, 2000 and 1999 (unaudited)                5

            Notes to restated condensed financial statements                  6


Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operation                                              7


SIGNATURES                                                                    9


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

                                        2
<PAGE>


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

                        Restated Condensed Balance Sheet
                                   (Unaudited)

                                January 31, 2000

ASSETS

Current Assets:

      Cash and cash equivalents ..............................   $    28,132
      Accounts receivable ....................................       242,792
      Inventories ............................................       307,380
      Prepaid expenses .......................................        56,376
                                                                 -----------

                               Total current assets                  634,680

Property, equipment and leasehold improvements, net ..........        70,309
Deposits .....................................................         6,925
Inventory ....................................................        19,500
Notes receivable .............................................         6,014
Patents, net .................................................       118,235
                                                                 -----------

                                       TOTAL ASSETS              $   855,663
                                                                 ===========


LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:

      Accounts payable .......................................   $    16,020
      Current maturities on notes payable ....................       195,640
      Other current liabilities ..............................         3,401
                                                                 -----------

                          Total current liabilities                  215,061
Notes payable, net of current portion ........................        97,300
                                                                 -----------

                                  Total liabilities                  312,361
                                                                 -----------

Shareholders' Equity:
      Common stock ...........................................         8,455
      Additional paid-in capital .............................     3,931,174
      Retained deficit .......................................    (3,396,327)
                                                                 -----------

                         Total shareholders' equity                  543,302
                                                                 -----------

         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $   855,663
                                                                 ===========

       See accompanying notes to restated condensed financial statements

                                        3
<PAGE>

                   Restated Condensed Statements of Operations
                                   (Unaudited)

                                                     Three Months Ended
                                                         January 31,
                                                 --------------------------
                                                     2000          1999
                                                 ------------   -----------
Revenue:
     Product sales ...........................   $   269,242    $   322,091
     Cost of goods sold ......................       156,701        123,254
                                                 ------------   ------------
                               Gross profit          112,541        198,837
                                                 ------------   ------------

Operating expenses:
     Selling, general and administrative .....       175,427         76,124
     Research and development ................       160,643         56,853
                                                 ------------   ------------
                   Total operating expenses          336,070        132,977
                                                 ------------   ------------

              Income (loss) from operations         (223,529)        65,860

Other income (expense):
     Interest income .........................           400          1,275
     Interest expense ........................        (4,033)        (6,216)
                                                 ------------   ------------
                 Income (loss) before taxes         (227,162)        60,919

Provision for income taxes ...................             -              -
                                                 ------------   ------------


                          Net income (loss)      $  (227,162)   $    60,919
                                                 ============   ============



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


Basic and diluted weighted average
     common shares outstanding ...............     8,455,087      6,413,702
                                                 ============   ============

     *  Less than .01 per share

       See accompanying notes to restated condensed financial statements

                                        4
<PAGE>

                   Restated Condensed Statements of Cash Flows
                                   (Unaudited)


                                                           Three Months Ended
                                                               January 31,
                                                         ----------------------
                                                             2000        1999
                                                         -----------   ---------

Net cash provided by (used in) operating activities ...  $ (110,453)   $13,982
                                                         -----------   ---------

Cash flows from investing activities:

      Property and equipment purchases ................     (41,272)    (6,837)
      Payments for patents ............................     (15,788)       -
      Proceeds from receipts on note receivable .......         486        -
                                                         -----------   ---------
Net cash provided by (used in) investing activities ...     (56,574)    (6,837)
                                                         -----------   ---------


Cash flows from financing activities:

      Proceeds from issuance of notes payable .........     160,000      7,559
      Principal payments on notes payable .............      (9,132)    (4,706)
                                                         -----------   ---------
Net cash provided by financing activities .............     150,868      2,853
                                                         -----------   ---------
                                     Net change in cash     (16,159)     9,998
Cash, beginning of period .............................      44,291     (4,248)
                                                         -----------   ---------
                                    Cash, end of period  $   28,132    $ 5,750
                                                         ===========   =========
Supplemental  disclosure of cash flow  information:
Cash paid during the period for:

      Interest ........................................  $    4,033    $ 6,216
                                                         ===========   =========
      Income taxes ....................................  $      -      $   -
                                                         ===========   =========

       See accompanying notes to restated condensed financial statements

                                        5

<PAGE>

                             VITRO DIAGNOSTICS, INC.

                Notes to Restated Condensed Financial Statements
                                   (Unaudited)

Note A: Basis of Presentation

The restated condensed financial  statements presented herein have been prepared
by the  Company  in  accordance  with the  instructions  to Form  10-QSB and the
accounting  policies  in its  audited  financial  statements  for the year ended
October 31,  1999 as filed 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 year.

Interim financial data presented herein are unaudited.


Note B: 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 shown on the restated condensed financial
statements  resulting  in a deferred  tax asset,  which was fully  allowed  for,
therefore the net benefit and expense result in $-0- income taxes.


Note C: Restatement of Form 10-QSB

Effective  November 1, 1999, the Company  changed its method of calculating  the
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  process. As a result of the change,  income for the quarter ended
January 31, 2000 decreased by $20,092 and the cumulative effect of the change on
prior years decreased income by $305,691.

On August 7,  2000,  the  Company  transferred  its  diagnostics  operations  to
AspenBio,  Inc.  ("AspenBio"),  a private affiliated company owned by the former
president and director. The transaction was effective for accounting purposes on
July 31,  2000.  AspenBio  acquired  all of the  assets and  liabilities  of the
Company,  excluding  the  patents,  in  exchange  for  $250,000  and a  $450,000
promissory note.

Because  of  the  material  change  to the  Company's  inventory  valuation  and
statements of operations during the period ended January 31, 2000, the Company's
management  determined that it would be prudent,  due to the subsequent transfer
of its  diagnostic  operations,  to  continue  to use  the  original  method  of
calculating the cost of the Company's finished goods inventory.  Therefore,  the
Forms 10-QSB for January 31, 2000;  April 30, 2000;  and July 31, 2000 have been
restated to rescind the change in accounting policy.

                                        6
<PAGE>

ITEM 6. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

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

     This section discusses the financial  condition and results of operation of
Vitro  Diagnostics,  Inc. (the  "Company") at January 31, 2000 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,  1999,  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,  2000,  the  Company  had  working  capital  of  $419,619,
consisting of current  assets of $634,680 and current  liabilities  of $215,061.
This  represents a decrease in working  capital of $258,410 from fiscal year end
October 31, 1999. The increase in working  capital  represents cash spent on, as
well  as  liabilities  accrued  for,  operations  during  the  quarter.  Current
liabilities  decreased   approximately   $100,000,   while  current  liabilities
increased  approximately  $155,000. In addition to the working capital available
January 31, 2000, the Company had available two lines of credit in the amount of
$400,000 to help finance  operations  and capital  requirements.  At January 31,
2000, $141,000 was available on these lines.

     During the first  fiscal  quarter  ended  January 31, 2000,  the  Company's
operations  used,  rather than provided,  cash.  During that time, the Company's
operations  used  $110,453,  compared to cash generated by operations of $13,982
during  the first  quarter  ended  January  31,  1999.  The  Company  also spent
approximately  $57,000 on the purchase of  equipment  and patent work during the
first quarter of fiscal 2000.

                                        7
<PAGE>

     Management believes the decrease in cash flow is primarily  attributable to
several  factors:  (i) a reduction  in sales;  (ii) an increase in cost of goods
sold;  and (iii)  higher  operating  expenses,  including  selling,  general and
administrative,  research and  development  expenses (see Results of Operations,
below). The increase in cost of goods sold is due to an increase in the costs of
materials  from the prior year.  During the prior year,  the Company was able to
acquire raw materials at a more favorable price.  Such prices were not available
in the 2000  fiscal  year.  All of the cash flow  during the first  quarter  was
financed from the proceeds of notes payable,  including a short term,  revolving
line of credit and a long-term note.

Results of Operations
---------------------

     During the first quarter ended January 31, 2000, the Company realized a net
loss of $227,162,  or $0.03 per share,  on total  revenues of $269,242.  The net
loss is a decrease of $288,081  from the net income for the first  quarter ended
January 31, 1999.  Revenue  decreased from the prior period,  while the costs of
goods sold and operating expenses  increased.  The decrease in revenue, in turn,
is  attributable to seasonal  fluctuations in sales of diagnostic  products that
occurred during this period of the year.

     In the first  quarter  of 2000,  the  Company  sold 765  milligrams  of all
products.  This  compares to 1,152  milligrams  sold during the first quarter of
1999.  Prices  for the  Company's  products  remained  constant  since the first
quarter of 1999.

     The gross profit margin from sales of the Company's  product decreased from
the first  quarter of 1999 to the  comparable  period of 2000,  from 62% for the
quarter  ended  January 31, 1999 to 42% for the quarter  ended January 31, 2000.
The Company was unable to make as favorable purchases of raw materials in 2000.

     The greatest  increase in operating  expenses was research and development,
which  increased  from  $56,853 in the first  quarter of 1999 to $160,643 in the
first quarter of 2000. This increase is  attributable  to increased  emphasis on
development of new products and techniques.  The Company continued this research
and  development  through  the  balance of fiscal  2000.  Selling,  general  and
administrative expenses also increased substantially, increasing almost $100,000
from the  first  quarter  of fiscal  1999.  This  increase  is  attributable  to
additional  salary  expenses  and the  purchase  of an  intranet  system  by the
Company.

                                        8
<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 February 22, 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 February 22, 2001.

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

                                        9