FORM 10-QSB

                                  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 July 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)


12635 East Montview Boulevard, Suite 218, Aurora, Colorado            80010
----------------------------------------------------------          ----------
       (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:  (720) 589-4120
                                                     --------------

     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
                                                   ---           ---

     The number of shares  outstanding of the issuer's class of common equity as
of September 11, 2001 was 8,809,923.

<PAGE>

                             VITRO DIAGNOSTICS, INC.

                                      INDEX


PART I - FINANCIAL INFORMATION
                                                                          Page
                                                                          ----

Item 1. Condensed Balance Sheet, July 31, 2001 (unaudited)                  3

        Condensed Statements of Operations for the three and nine
        months ended July 31, 2001 and 2000 (unaudited)                     4

        Condensed Statements of Cash Flows for the nine months ended
        July 31, 2001 and 2000 (unaudited)                                  5

        Notes to Condensed Financial Statements                             6

Item 2. Management's Discussion and Analysis or Plan of Operation          10

PART II. - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K                                   12

Signatures                                                                 13

                                        2
<PAGE>

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

                             VITRO DIAGNOSTICS, INC.

                             Condensed Balance Sheet
                                   (Unaudited)

                                  July 31, 2001

ASSETS
Current assets:
      Cash ....................................................   $   244,586
      Receivables .............................................        24,000
      Prepaid expenses ........................................         6,796
                                                                  -----------
                                           Total current assets       275,382

Equipment, net ................................................        14,390
Patents, net ..................................................       186,440
                                                                  -----------

                                                                  $   476,212
                                                                  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Accounts payable ........................................   $    11,450
      Current maturities on capital lease obligation (Note F) .         2,121
      Other current liabilities ...............................         1,607
                                                                  -----------
                                      Total current liabilities        15,178

Capital lease obligation, less current maturities (Note F) ....        12,797
                                                                  -----------
                                              Total liabilities        27,975
                                                                  -----------

Shareholders' equity (Note D):
      Preferred stock .........................................          --
      Common stock ............................................         8,810
      Additional paid-in capital ..............................     4,297,489
      Stock options - 762,814 outstanding .....................         4,146
      Retained deficit ........................................    (3,862,208)
                                                                  -----------
                                     Total shareholders' equity       448,237
                                                                  -----------

                                                                  $   476,212
                                                                  ===========

       See accompanying notes to unaudited condensed financial statements

                                        3
<PAGE>
<TABLE>
                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>
                                                                              Three Months Ended             Nine Months Ended
                                                                                    July 31,                      July 31,
                                                                           --------------------------    --------------------------
                                                                              2001           2000            2001           2000
                                                                           -----------    -----------    -----------    -----------
Revenue:
<S>                                                                        <C>            <C>            <C>            <C>
     NIH grant (Note E) ................................................   $    30,000    $      --      $    60,000    $      --
     Product sales .....................................................          --          251,409           --          821,564
                                                                           -----------    -----------    -----------    -----------
                                                           Total revenue        30,000        251,409         60,000        821,564
                                                                           -----------    -----------    -----------    -----------

Operating expenses:
     Cost of goods sold ................................................          --          100,314           --          346,604
     Selling, general and administrative ...............................        26,671        112,569         92,023        388,342
     Rent and facility fees, related party (Note B) ....................          --             --           15,980           --
     Contributed rent and facility fees, ...............................          --
        related party (Note B) .........................................          --             --            5,250           --
     Stock-based compensation: legal fees (Note D) .....................           459           --            4,146           --
     Research and development ..........................................        95,247        102,825        239,288        355,312
                                                                           -----------    -----------    -----------    -----------
                                                Total operating expenses       122,377        315,708        356,687      1,090,258
                                                                           -----------    -----------    -----------    -----------
                                                          Operating loss       (92,377)       (64,299)      (296,687)      (268,694)

Other income and expense:
     Interest income ...................................................         2,662          4,407         11,667          7,892
Interest expense .......................................................          (458)        (7,046)          (462)       (20,894)
                                                                           -----------    -----------    -----------    -----------
                                                Loss before income taxes       (90,173)       (66,938)      (285,482)      (281,696)

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

                                                                Net loss   $   (90,173)   $   (66,938)   $  (285,482)   $  (281,696)
                                                                           ===========    ===========    ===========    ===========


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

Basic and diluted weighted average
     common shares outstanding .........................................     8,809,923      8,455,087      8,779,358      8,455,087
                                                                           ===========    ===========    ===========    ===========
</TABLE>

 *  Less than $.01 per share

       See accompanying notes to unaudited condensed financial statements

                                        4
<PAGE>

<TABLE>
                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                                Nine Months Ended
                                                                                     July 31,
                                                                              ----------------------
                                                                                2001         2000
                                                                              ---------    ---------

<S>                                                                           <C>          <C>
                                     Net cash used in operating activities    $(304,713)   $ (62,746)
                                                                              ---------    ---------

Cash flows from investing activities:
     Property and equipment purchases .....................................        --        (29,683)
     Payments for patents .................................................     (39,807)     (43,867)
     Proceeds from purchase agreement .....................................        --        250,000
     Proceeds from note receivable ........................................        --          6,500
                                                                              ---------    ---------
                        Net cash (used in) provided by investing activities     (39,807)     182,950
                                                                              ---------    ---------

Cash flows from financing activities:
     Proceeds from issuance of notes payable ..............................        --        195,000
     Principal payments on notes payable ..................................        --       (134,495)
     Principal payments on capital lease ..................................        (318)        --
                                                                              ---------    ---------
                        Net cash (used in) provided by financing activities        (318)      60,505
                                                                              ---------    ---------

Net change in cash ........................................................    (344,838)     180,709
Cash, beginning of period .................................................     589,424       44,291
                                                                              ---------    ---------

                                                       Cash, end of period    $ 244,586    $ 225,000
                                                                              =========    =========

Supplemental  disclosure of cash flow  information:
     Cash paid during the period for:
        Interest ..........................................................   $     462    $  20,894
                                                                              =========    =========
        Income taxes ......................................................   $    --      $    --
                                                                              =========    =========

     Non-cash investing and financing activities:
        Cashless exercise of stock options (Note D) .......................   $     275    $    --
                                                                              =========    =========
        Equipment acquired under capital lease (Note F) ...................   $  15,236    $    --
                                                                              =========    =========
        Net assets and debt sold to AspenBio in exchange
           for promissory note ............................................   $    --      $ 450,000
                                                                              =========    =========
</TABLE>
       See accompanying notes to unaudited condensed financial statements

                                        5
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements

Note A:  Basis of Presentation

The condensed  financial  statements  presented herein have been prepared by the
Company  in  accordance  with  the  instructions  to the  Form  10-QSB  and  the
accounting  policies in its Form 10-KSB for the year ended  October 31, 2000 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 three and nine months ended July 31, 2001 are not necessarily indicative
of the results to be expected for the year.

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 period from November 1, 2000 through  January 31, 2001.  The use
of the office space and facilities  were valued at $1,750 per month based on the
prevailing market rate and is included in the accompanying  financial statements
as rent  and  facility  fees,  related  party  with a  corresponding  credit  to
contributed capital.

On February 1, 2001,  the Company  began paying the affiliate for the use of the
office space and facilities.  The Company paid the affiliate $15,980 for the use
of office space and  facilities for the period from February 1, 2001 through May
31,  2001.  The  Company  signed an  operating  lease for new  office  space and
facilities that commenced June 1, 2001 (see Note F).

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 nine months ended July 31, 2001  resulting in a
deferred tax asset. The net deferred tax asset was fully allowed for through the
valuation allowance, therefore the net benefit and expense result in $-0- income
taxes.

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

Note D:  Shareholders' Equity

On February 11, 2001, the Board of Directors  approved a revision to the Amended
and Restated Articles of Incorporation to reduce the amount of authorized common
stock from  500,000,000  shares to 50,000,000 and to include a provision for the
authorization   of  5,000,000  shares  of  preferred  stock  with  such  rights,
preferences and  limitations as may be designated by the Board of Directors.  As
of July 31, 2001, there were no preferred shares issued and outstanding.

During the nine months ended July 31, 2001, the Company issued 275,088 shares of
its $.001 par value common  stock as a result of the exercise of 357,480  common
stock options.

                                        6
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements

Following is a schedule of changes in  shareholders'  equity for the nine months
ended July 31, 2001:

<TABLE>
<CAPTION>
                                         Common Stock           Additional
                                    -------------------------    Paid-in        Stock        Retained
                                     Shares      Par Value       Capital       Options        Deficit          Total
                                    -----------   -----------   -----------    -----------   -----------    -----------
<S>                                   <C>         <C>           <C>            <C>           <C>            <C>
Balance, November 1, 2000 .......     8,534,835   $     8,535   $ 4,292,514    $      --     $(3,576,726)   $   724,323
December 2000, stock
   options exercised ............       275,088           275          (275)          --            --             --
Office and facility use
   contributed by affiliate .....          --            --           5,250           --            --            5,250
Common stock options
   granted for services .........          --            --            --            4,146          --            4,146
Net loss for the nine months
   ended July 31, 2001 ..........          --            --            --             --        (285,482)      (285,482)
                                    -----------   -----------   -----------    -----------   -----------    -----------

           Balance, July 31, 2001     8,809,923   $     8,810   $ 4,297,489    $     4,146   $(3,862,208)   $   448,237
                                    ===========    ===========   ===========    ===========   ===========    ===========
</TABLE>

Stock options - employees

During the nine months ended July 31, 2001, the Company  granted 100,000 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 July 31,  2001 were $.91 and $.48,  respectively.
Directors'  options are considered  employee options and are accounted for under
APB 25.

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 pro forma  figures  include  employee
options as if they were reported at fair value. 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 following pro forma net loss and pro forma basic and diluted loss
per common share using the assumptions noted above.

                                        7
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements

                                                 Nine Months Ended
                                                      July 31,
                                              ------------------------
                                                2001           2000
                                              ---------      ---------
       Net loss, as reported ..............   $ (285,482)   $  (281,696)
                                              ==========    ===========
       Pro forma net loss .................   $ (333,736)   $  (281,696)
                                              ==========    ===========

       Basic and diluted net loss per
          common share, as reported .......   $    (0.03)   $     (0.03)
                                              ==========    ===========
       Pro forma basic and diluted net loss
          per common share ................   $    (0.04)   $     (0.03)
                                              ==========    ===========

Stock options - nonemployees

During the nine months ended July 31, 2001, the Company granted its SEC attorney
options to purchase  13,000 shares of the Company's  common stock.  The options'
exercise prices range from $.45 to $.81 and expire between  February 5, 2011 and
May 7, 2011. The Company  determined the fair value of the options in accordance
with SFAS 123 and has recorded stock-based compensation expense of $4,146 in the
accompanying unaudited condensed financial statements.

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

<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                 113,000          $.45 to $1.19           $ 0.91
   Options exercised              (357,480)        $1.06 to $1.20           $ 1.13
   Options canceled               (187,550)         $.18 to $.33            $ 0.19
                               ------------                            ----------------

Balance at July 31, 2001           762,814          $.07 to $1.50           $ 0.48
                               ============
</TABLE>


Equity incentive plan

Effective  December 2, 2000, the Company's Board of Directors  adopted an Equity
Incentive  Plan (the "Plan"),  which  replaced the  Company's  1992 Stock Option
Plan.  One million shares of common stock are authorized to be awarded under the
Plan.  Awards may take the form of stock options,  non-qualified  stock options,
restricted stock awards, stock bonuses and other stock grants.

                                        8
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements



Note E:  National Institute of 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 of 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
drawing and spending grant funds in February of 2001. Draws on the NIH grant are
reimbursements for funds previously spent.

During the three and nine months ended July 31, 2001, the Company received grant
reimbursements totaling $30,000 and $60,000, respectively.

The Company recognizes grant support revenue when earned.

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.

Note F:  Commitments

Facilities lease

The Company entered into an operating lease agreement on May 15, 2001. Under the
lease,  the Company  receives the use of a laboratory  facility,  equipment  and
furnishings within the facility, common areas, and reception services. The lease
commenced June 1, 2001 and expires  August 31, 2001. The lease is  automatically
extended  at the end of the  initial  term  for the same  period  of time as the
initial  term,  up to a maximum of one year,  unless  either party gives written
notice to the contrary at least 60 days prior to the end of the initial term, as
extended.  Rent  payments of $1,872 are payable under the lease on or before the
first of each month.  Future minimum  payments under the facilities lease are as
follows:

                     November 1, 2000 through October 31,
                     ------------------------------------
                     2001.......................   $ 9,360
                     2002.......................   $13,104

Capital lease

On May 22, 2001, the Company  entered into a capital lease  agreement to acquire
computer and laboratory  equipment.  The Company is obligated to make 60 monthly
payments of $388 under the lease.  The lease  contains an option for the Company
to acquire all of the  equipment at the end of the lease for $1.  Maturities  on
the capital lease obligation is as follows:


                                        9
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements



                   November 1, 2000 through October 31,
                   ------------------------------------
                           2001..................   $  1,940
                           2002..................      4,657
                           2003..................      4,657
                           2004..................      4,657
                        2005 and thereafter......      7,373
                                                    ---------
                                                     $23,284
                                                    =========

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

Note G:  Subsequent event

During August 2001, the Company granted 7,500 options to directors with exercise
prices equal to the common stock market value on the date of grant. The options'
exercise  prices range from $.30 to $.42 and expire  between August 10, 2011 and
August 20, 2011.

During  August 2001,  the Company  granted its SEC attorney  options to purchase
2,500 shares of the Company's common stock.  The options'  exercise prices range
from $.30 to $.42 and expire between August 10, 2011 and August 20, 2011.

The Company had 772,814 common stock options outstanding after the above options
were granted.


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 July 31, 2001 and the results of operation for the three and
nine  month  periods  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,  results of research and
development  activities,  completion of one or more strategic alliances or other
business  relationships,  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 quarter end July 31, 2001, the Company had working  capital of $260,204,
consisting  of current  assets of $275,382 and current  liabilities  of $15,178.
This  represents a decrease in working  capital and  liquidity of $314,398  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 year.
Current  assets  decreased  by $338,042  and current  liabilities  decreased  by
approximately  $23,644 since fiscal year end. The Company presently has no other
capital resources except its current assets.

                                       10
<PAGE>

     During the fiscal  quarter ended July 31, 2001,  the  Company's  operations
used,  rather than provided,  cash.  During that time, the Company's  operations
used $78,604,  compared to $94,861 of cash used by operations  during the second
quarter  ended April 30,  2001.  The Company used a total of $304,713 of cash on
operations  during the nine months ended July 31, 2001.  The Company also used a
total of $39,807 on investing  activities during that time, compared to the nine
months ended July 31, 2000, when the Company  generated  $182,950 from investing
activities in connection with the sale of its diagnostic  operation.  The use of
cash results from the fact that the Company sold its  diagnostic  operation  and
presently has no revenue to offset its expenses.

     With regard to a deposit  shown as a current  asset on the  balance  sheet,
there was a recent  default  under the terms of a  settlement  agreement  with a
former  vendor.  In connection  with a  manufacturing  arrangement,  the Company
agreed to accept the return of a $24,000 deposit from the vendor in installments
beginning September of 2001. The vendor has failed to make the first installment
of these  payments.  The Company is currently  evaluating its options to recover
those funds.

     The Company  realized a modest amount of other income ($11,667 for the nine
months ended July 31, 2001) reflecting  interest  generated from cash held in an
interest-bearing  account,  but this other income is substantially less than the
expenditures necessary to maintain operations.

     While the Company is attempting the exercise care in the expenditure of its
available  capital  on  operations,  the  Company  may  extinguish  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 beyond that time,  including  additional
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.
Unless  one or more of these  efforts  is  successful  in the near  future,  the
Company may be forced to curtail or cease operations in the future.

Results of Operations

     During the three  months ended July 31,  2001,  the Company  realized a net
loss of $90,173,  or $0.01 per share, on revenue of $30,000.  The net loss is an
increase of $23,235  from the net loss for the third  quarter of 2000.  The loss
for the nine months  ended July 31, 2001 was  $285,482,  or $0.03 per share,  on
revenue of  $60,000.  The net loss for the  nine-month  period is an increase of
$3,786 from the net loss for the  comparable  period  ended July 31,  2000.  The
increase  in net  loss  for  the  periods  ended  in  2001  is  attributable  to
substantially  reduced  operating  revenues  during  those  times.  All  revenue
received  during the 2001 fiscal year was from a research  grant  awarded to the
Company in connection with its cell immortalization technology.

                                       11
<PAGE>

     In an effort to accelerate the receipt of revenue  pending the  anticipated
approval  of  VITROPINTM  by the FDA,  the Company is  investigating  a possible
license of its technology to a third party partner. If successfully  obtained, a
license may provide  immediate  cash for the use of some or all of the Company's
technology and assist in development, marketing and sale of its products.

     As the Company strives to conserve its available  capital,  total operating
expenses were reduced  during the 2001 year.  The Company  reduced its operating
expenses  by  $193,331  from the third  quarter of fiscal year 2000 to the third
quarter of 2001 and by $733,571  from the nine months  ending  third  quarter of
fiscal  year  2000  to  the  third  quarter  of  2001.   Selling,   general  and
administrative  expenses  decreased by $85,898 for the three months and $296,319
for the nine months 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 three  full-time  employees while at the end of the third
quarter of fiscal year 2000 the Company had 6 full-time employees.

     The research and development  expenses for the third quarter of fiscal year
2001 were  $95,247,  which was a slight  decrease of $7,578  compared to the R&D
expenditures  incurred  during the third quarter of year 2000.  The Company also
has a  research  grant from the  National  Institutes  of Health to support  the
development of its cellular immortalization  technology.  This grant contributed
$30,000  in funding  during  the third  quarter  of 2001,  which  increased  R&D
expenditures from the first quarter of 2001 by about $30,000. The facility lease
obligation  incurred  subsequent to the 2001 third quarter is funded through the
NIH grant  that has been  awarded  to the  Company.  The R&D  activities  of the
Company focused on the development  and  commercialization  of products to treat
human  infertility  and  cellular  immortalization  research.  During  the third
quarter  of 2001,  the FDA  completed  its  initial  evaluation  of the plan for
approval of VITROPIN(TM),  highly purified urinary FSH produced by the Company's
patented method.  The Company  anticipates filing a so-called paper NDA with the
FDA  for  the  approval  of  VITROPIN(TM).  Such an  application  allows  use of
information  submitted by others and requires that the Company perform  clinical
studies of safety and efficacy.  The continued  development of  VITROPIN(TM)  is
contingent upon available  financial  resources.  The Company also relocated its
operation  into a modern  biotechnology  research  facility  and  presented  two
research reports to the national Endocrine Society meeting.


ITEM 6. Exhibits and Reports on Form 8-K
----------------------------------------

     The Company filed no reports on Form 8-K during the quarter covered by this
report.

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<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 September 13, 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 September 13, 2001.

                                            Principal Financial Officer:

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


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