FORM
10-QSB

UNITED
STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

|(X) |  | QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
|--- |  | ----------------------------------------------------------------------------------------

| | For
the quarter ended January 31, 2007
| | --------------------------------------

|(   ) |  | 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                                    | 
|(State or other jurisdiction of           | 
|incorporation or organization)            | 
|                                          | 
|12635 E. Montview Blvd., Aurora, Colorado | 
|(Address of principal executive offices)  | 
|                                          | 

Registrants
telephone number, including area code:    (720) 859-4120

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

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
March 15, 2007 was 12,450,912.

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



---

VITRO
DIAGNOSTICS, INC.

INDEX

PART I
 FINANCIAL INFORMATION

|                            |  | Page                                                   
|--------------------------- |  | -------------------------------------------------------
|Item 1                      |  | Condensed Balance Sheet, January 31, 2007 (unaudited)  
|                            |  |                                                        
|                            |  | Condensed Statements of Operations for the three months
|                            |  | ended January 31, 2007 and 2006 (unaudited)            
|                            |  |                                                        
|                            |  | Condensed Statements of Cash Flows for the three months
|                            |  | ended January 31, 2007 and 2006 (unaudited)            
|                            |  |                                                        
|                            |  | Notes to the Condensed Unaudited Financial Statements  
|                            |  |                                                        
|Item 2                      |  | Managements Discussion and Analysis or Plan of        
|                            |  | Operation                                              
|                            |  |                                                        
|Item 3                      |  | Controls and Procedures                                
|                            |  |                                                        
|PART II  OTHER INFORMATION |  |                                                        
|                            |  |                                                        
|Item 2                      |  | Unregistered Sales of Equity Securities                
|Item 5                      |  | Other Information                                      
|Item 6                      |  | Index to Exhibits                                      
|                            |  | Signatures                                             
|                            |  |                                                        

2



---

VITRO
DIAGNOSTICS, INC.Condensed Balance Sheet(Unaudited)  January 31, 2007

|                                                               | 
|-------------------------------------------------------------- | 
|Assets                                                         | 
|Current assets:                                                | 
|Cash                                                           | 
|Inventory, at cost                                             | 
|                                                               | 
|Total current assets                                           | 
|                                                               | 
|Equipment, net of accumulated depreciation of $22,253          | 
|Patents, net of accumulated amortization of $12,704            | 
|Deferred costs                                                 | 
|Other assets                                                   | 
|                                                               | 
|                                                               | 
|                                                               | 
|                                                               | 
|Liabilities and Shareholders' Deficit                          | 
|Current liabilities:                                           | 
|Current maturities on note payable (Note E)                    | 
|Accounts payable                                               | 
|Grant obligation (Note G)                                      | 
|Due to officer (Note B)                                        | 
|Note payable to officer (Note B)                               | 
|Accrued salaries (Note B)                                      | 
|Lines of credit (Note D)                                       | 
|                                                               | 
|Total current liabilities                                      | 
|                                                               | 
|Long-term debt (Note E):                                       | 
|Note payable, less current maturities                          | 
|                                                               | 
|Total liabilities                                              | 
|                                                               | 
|Contingency (Note G)                                           | 
|                                                               | 
|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;   | 
|12,450,912 shares issued and outstanding                       | 
|Additional paid-in capital                                     | 
|Accumulated deficit                                            | 
|                                                               | 
|Total shareholders' deficit                                    | 
|                                                               | 
|                                                               | 
|                                                               | 
|                                                               | 
|                                                               | 

3

See
accompanying notes to condensed, unaudited financial statements.



---

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

|                                            | For The Three Months EndedJanuary 31, |                     
|------------------------------------------- | ------------------------------------- | --------------------
|
|Product sales                               |                                       | $                500
|                                            |                                       |                     
|Operating costs and expenses:               |                                       |                     
|Research and development                    |                                       | 53,870              
|Selling, general and administrative         |                                       | 23,054              
|                                            |                                       |                     
|Total operating costs and expenses          |                                       | 76,924              
|                                            |                                       |                     
|Loss from operations                        |                                       | (76,424             
|                                            |                                       |                     
|Other income (expense):                     |                                       |                     
|Interest income, officer loan (Note B)      |                                       |                    
|Interest expense                            |                                       | (7,750              
|                                            |                                       |                     
|Loss before income taxes                    |                                       | (84,174             
|                                            |                                       |                     
|Provision for income taxes (Note C)         |                                       |                    
|                                            |                                       |                     
|Net loss                                    |                                       | $         (84,174   
|                                            |                                       |                     
|Basic and diluted net loss per common share |                                       | $             (0.01 
|                                            |                                       |                     
|                                            |                                       |                     
|Shares used in computing basic and diluted  |                                       |                     
|net loss per common share                   |                                       | 12,450,912          
|                                            |                                       |                     
|                                            |                                       |                     

4

See
accompanying notes to condensed, unaudited financial statements.



---

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

|                                                  | For The Three Months EndedJanuary 31, |                     
|------------------------------------------------- | ------------------------------------- | --------------------
|
|Net cash used in operating activities             |                                       | $         (18,290   
|                                                  |                                       |                     
|Cash flows from investing activities:             |                                       |                     
|Payments for patents and deferred costs           |                                       | (29                 
|                                                  |                                       |                     
|Net cash used in investing activities             |                                       | (29                 
|                                                  |                                       |                     
|Cash flows from financing activities:             |                                       |                     
|Proceeds from issuance of notes payable           |                                       |                    
|(Repayment) proceeds from lines of credit, net    |                                       | (521                
|Principal payments on capital lease               |                                       |                    
|Proceeds from sale of common stock                |                                       | 30,000              
|                                                  |                                       |                     
|Net cash provided by financing activities         |                                       | 29,479              
|                                                  |                                       |                     
|Net change in cash                                |                                       | 11,160              
|Cash, beginning of period                         |                                       | 1,152               
|                                                  |                                       |                     
|Cash, end of period                               |                                       | $           12,312  
|                                                  |                                       |                     
|Supplemental disclosure of cash flow information: |                                       |                     
|Cash paid during the period for:                  |                                       |                     
|Interest                                          |                                       | $             4,836 
|                                                  |                                       |                     
|Income taxes                                      |                                       | $                  
|                                                  |                                       |                     
|                                                  |                                       |                     
|                                                  |                                       |                     

5

See
accompanying notes to condensed, unaudited financial statements.



---

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, 2006 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 period
ended January 31, 2007 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
January 31, 2007, 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 the Companys ability to meet its
financial requirements, raise additional capital, and the success of its future
operations.

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. The
Companys continuation as a going concern 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. During the
years ended October 31, 2006 and 2005, 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 recently launched a new product line,
VITROCELL, 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.

6



---

VITRO
DIAGNOSTICS, INC.Notes to Unaudited Condensed Financial Statements

Note B:   
Related Party Transactions

Indebtedness
to officer

During
the years ended October 31, 2006, 2005 and 2004, the Companys president
paid $2,321, $5,671 and $3,537, respectively, in expenses on behalf of the
Company, which remained unpaid as of January 31, 2007. The balance of $11,529 is
included in the accompanying condensed financial statements as Due to
officer.

Notes payable

During
the period from August 23, 2002 to October 31, 2006 an officer loaned the
Company a total of $95,300 through various notes that had also accrued interest
in the amount of $21,258. These notes and the accrued interest were consolidated
into a single note of $116,558 that matures on October 31, 2007 and pays
interest on the unpaid principle 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.

Interest
expense on the above obligation totaled $2,914 for the three months ended
January 31, 2007.

Accrued
salaries

The
Company accrues the salaries of its officer due to a lack of working capital.
Salary expense incurred for the three months ended January 31, 2007 totaled
$62,500. The officers accrued salaries and payroll taxes totaled $780,146
at January 31, 2007.

Common stock
sales

During
November 2006, the Company sold 535,714 shares of its common stock to an officer
of the Company for $30,000, or $.056 per share. The Board of Directors approved
the above stock sale. The Board of Directors consisted of one member subsequent
to May 19, 2006. The stock transaction was recorded at fair value, which was
determined to be 80% of the quoted market price on the day prior to the sale of
stock, due to the restricted nature of the shares.

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 January 31, 2007
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.

7



---

VITRO
DIAGNOSTICS, INC.Notes to Unaudited Condensed Financial Statements

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 $943 was unused at January 31,
2007. The interest rate on the credit line was 17.25% at January 31, 2007.
Principal and interest payments are due monthly.

The
Company also has six credit cards with a combined credit limit of $84,000, of
which $4,659 was unused at January 31, 2007. The interest rates on the credit
cards range from 15.24% to 29.99% as of January 31, 2007.

Note E:   
Long-Term Debt

Note Payable

During
August 2003, the Company converted liabilities owed to its attorney into a
promissory note. The note carries a 10 percent interest rate and is payable at
the rate of $500 per month. As of January 31, 2007, the Company owed $25,388 on
the note. Future maturities of the note are as follows:

|Year ended October 31, | 
|---------------------- | 
|                       | 
|2007                   | 
|2008                   | 
|2009                   | 
|2010                   | 
|2011                   | 
|                       | 
|                       | 
|                       | 
|                       | 

Note F:   
Shareholders Deficit

Employee
stock options

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

8



---

VITRO
DIAGNOSTICS, INC.  Notes to Unaudited Condensed Financial Statements

|                            | Options Outstanding | Options Exercisable | Weighted   Average |              | 
|--------------------------- | ------------------- | ------------------- | ------------------ | ------------ | 
|
|Balance at October 31, 2006 |                     | 805,864             |                    | $.08 to $.81 | 
|Options granted             |                     |                    |                    | $       0.00 | 
|Options exercised           |                     |                    |                    | $       0.00 | 
|Options expired             |                     |                    |                    | $       0.00 | 
|                            |                     |                     |                    |              | 
|                            |                     |                     |                    |              | 
|Balance at January 31, 2007 |                     | 805,864             |                    | $.08 to $.81 | 
|                            |                     |                     |                    |              | 
|                            |                     |                     |                    |              | 

Note G:   
Subsequent Events

The
Company had previously filed an appeal with the National Institute of Child
Health and Human Development requesting reinstatement of $48,518.11, 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. The Company did receive
notification of the success of its appeal. We anticipate full re-instatement of
the de-obligated funds in the near future. Upon completion of this process, the
Company will no longer be obligated to repay the NIH. However, since
reinstatement of the de-obligated funds has not yet occurred, the Company
retains a liability of $54,401 (Grant obligation) on its balance sheet.

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 January 31, 2007 and compares it to the Companys
financial condition at October 31, 2006. It also discusses the Companys
results of operations for the three-month period ending January 31, 2007 and
compares those results to the results of the three months ended January 31,
2006. 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, 2006, 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, 2006
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.

9



---

Liquidity
and Capital Resources

The
Company continues to have a shortage of working capital and liquidity. At
January 31, 2007, the Company had a working capital deficit of $1,069,731,
consisting of current assets of $14,799 and current liabilities of $1,084,530.
This represents a decrease in working capital of $53,622 from fiscal year end
October 31, 2006. The decrease in working capital is due to increased
liabilities, predominantly deferred salaries and expenses incurred to support
operations.

Current
assets increased by $9,858 and current liabilities increased by $63,480 during
the quarter ended January 31, 2007. The increase in current liabilities was
primarily related to deferred salaries. The Company continues to operate with
limited cash obtained through debt and equity financing. The Company reported a
$1,054,854 deficit in shareholders equity at January 31, 2007, which is a
$54,174 increase in the deficit reported at October 31, 2006.

During
the three months ended January 31, 2007, the Companys financing activities
provided cash to support our operating activities. During that time, the
Companys operations used $18,290 in cash compared to $30,354 of cash used
by operations during the three months ended January 31, 2006. The Company
reported an overall increase in cash for the first three months of 2007 of
$11,160 that was $10,720 more than the increase in cash for the first three
months of 2006. The decrease in cash usage during the first quarter of 2007 was
primarily due to the reduction of expenses due to limited availability of
operating capital and the absence of expenses related to patent applications
that occurred in the first quarter of fiscal year 2006. The use of cash reflects
minimum cash requirements of about $6,100 per month for operations. Cash raised
from financing activities was derived from sale of common stock to the
Companys President and Chairman. Cash requirements for operations has been
cut to a minimum level by previous cost reduction measures and is unlikely to be
further reduced without additional curtailment or suspension of operations.

The
Company has $7,526 in available debt and cash at the present time and based on
present expenditure levels and assuming no additional equity funding or product
revenues, management believes that there is sufficient capital to maintain
operations at the present level through approximately April 30, 2007. After
that, and failing receipt of additional capital, the Company will be forced to
suspend operations.

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 2006. A current focus is securing a strategic alliance
for further research and development of stem cell technology for potential use
in treatment of diabetes through cellular therapy. Management believes that
achievement of certain technical milestones will result in research funding
support and provide the Company with a strategic alliance suitable to
commercialization of its stem cell technology for therapeutic applications.
Management also plans to seek suitable merger candidates in an effort to provide
enhanced revenue, capitalization and business opportunities necessary to enhance
shareholder value. Some initial discussions are underway with a preferred merger
candidate, but there is no assurance that any business combination will result.

10



---

Results of
Operations

During
the three months ended January 31, 2007, the Company realized a net loss of
$84,174 or $0.01 per share on $500 of revenue. The net loss was $27,775 less
than the net loss for the first quarter ended January 31, 2006. The decreased
net loss compared to the same quarter in 2006 was primarily due to a reduction
in non-cash salary expenses since the Company has a single full-time employee
whose salary is deferred while there were two employees with deferred salaries
in the same period of fiscal year 2006. Total operating expenses were $28,091
less in the first quarter 2007 than the comparable period in 2006. Research and
development expenses increased by $13,376 and selling, general and
administrative expenses decreased by $41,467.

Research
and development expenses were $53,870 for the first quarter of fiscal 2007,
which represents an increase of $13,376 compared to R&D expenses during the
same period in 2006. 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 improved cell
culture of stem cells and derivative beta islet cells to more closely resemble
in-vivo conditions, advances in the technology used to induce
differentiation and development of enhanced measurement tools. Management
believes that these advances improve opportunities for the Company to establish
a strategic alliance for research funding and also enhance the potential
commercial value of the Companys patent-pending stem cell technology.

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 positive
benefit of transplantation of beta islets together with various
immunosuppressive drugs in the treatment of Type I diabetes. However, the
relatively small number of islets available for transplantation and use of
immunosuppressive therapy limit this transplantation therapy. The Companys
stem cell technology has potential for development of an infinite supply of
transplantable beta cells that may be transplanted without use of
immunosuppressive drugs and this is a longer-term goal. 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.

11



---

Risk Factors

1.
We will be required to formally assess our internal controls under
Section 404 of the Sarbanes-Oxley Act of 2002 and any adverse results from
such assessment could result in a loss of investor confidence in our financial
reports and have a material adverse effect on the price of our common
stock. Pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, we expect that we will be required to furnish a report by our management
on internal controls for the fiscal year ending after December 2007 (our
fiscal year 2009). Such a report must contain, among other matters, an
assessment of the effectiveness of our internal controls over financial
reporting, including a statement as to whether or not our internal controls are
effective. This assessment must include disclosure of any material weaknesses in
our internal controls over financial reporting identified by our management, and
our own assessment must eventually be audited by our independent accountants.
Due to our extremely limited personnel and the lack of any checks and balances
in our internal control, we may be forced to disclose significant deficiencies
and/or material weaknesses in our internal controls, depending on the personnel
status and internal controls. If we are unable to assert that our internal
controls over financial reporting are effective, or if we disclose significant
deficiencies or material weaknesses in our internal controls, investors could
lose confidence in the accuracy and completeness of our financial reports, which
could have a material adverse effect on our stock price.

Item  3.   
Controls and Procedures

(a) We
maintain a system of controls and procedures designed to ensure that information
required to be disclosed by us in reports that we file or submit 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 by us 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 of Chief Executive
Officer and Principal Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. As of January 31, 2007, under the
supervision and with the participation of our Chief Executive Officer and
Principal Financial Officer, management has evaluated the effectiveness of the
design and operation of our disclosure controls and procedures. Based on that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that our 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 January 31,
2007 that materially affected, or is reasonably likely to materially affect, the
Companys internal controls over financial reporting.

PART II.
OTHER INFORMATION

Item  2.
Unregistered Sales of Equity Securities

In
November 2006, the President and Chairman of the Company purchased 535,714
shares of common stock of the Company that were not registered under the
Securities Act of 1933, as amended. The purchase price was $0.056 per share. The
Company issued these shares directly, and paid no commission in connection with
the issuance. The Company relied on the exemption from registration provided by
Section 4(2) of the 1933 Act, as the individual was afforded access to the type
of information that would be contained in a registration statement. The
individual was aware of the risks of the transaction, and the Company had a
pre-existing relationship with this individual. The certificate representing the
shares was issued with a legend restricting transfer of the underlying shares,
and stop transfer instructions were issued to the Companys transfer agent.

12



---

Item  5.   
Other Information

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

Item  6.   
Exhibits.

Exhibits:
The following exhibits are filed with this report:

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

|32 |  | Certifications
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act 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 March 15, 2007.

| | 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
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

13