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 April 30, 2005

     OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OR 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. Identification No.)
incorporation or organization)

12635 E. Montview Blvd., Aurora, Colorado                        80010
-----------------------------------------                        -----
(Address of principal executive offices)                       (Zip Code)

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
                                               -----     -----

     The number of shares outstanding of the issuer's class of common equity as
of June 14, 2005 was 10,620,555.

                                       1
<PAGE>


                             VITRO DIAGNOSTICS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                           Page
                                                                           ----

Item 1.       Condensed Balance Sheet, April 30, 2005 (unaudited)           3

              Condensed Statements of Operations for the three months
              and six months ended April 30, 2005 and 2004 (unaudited)      4

              Condensed Statements of Cash Flows for the six months
              ended April 30, 2005 and 2004 (unaudited)                     5

              Notes to the Condensed Unaudited Financial Statements         6

Item 2.       Management's Discussion and Analysis or Plan of
              Operation                                                    12

Item 3.       Controls and Procedures                                      15

PART II - OTHER INFORMATION

Item 2.       Changes in Securities                                        15
Item 5.       Other Information                                            16

Signatures                                                                 16

Item 6.       Index to Exhibits                                            16

                                       2
<PAGE>


<TABLE>
<CAPTION>

                                      VITRO DIAGNOSTICS, INC.
                                      Condensed Balance Sheet
                                          April 30, 2005

Assets
Current assets:
<S>                                                                                       <C>
     Accounts receivable ..............................................................   $    17,492
     Inventory, at cost ...............................................................         3,508
     Prepaid consulting fees (Note F) .................................................        40,000
                                                                                          -----------
                                                                   Total current assets        61,000

Equipment, net of accumulated depreciation ............................................         3,157
Patents, net of accumulated amortization ..............................................        21,743
Deferred costs ........................................................................        32,000
Deposit ...............................................................................         3,744
                                                                                          -----------

                                                                           Total assets   $   121,644
                                                                                          ===========

Liabilities and Shareholders' Deficit
Current liabilities:
     Bank overdraft ...................................................................   $       647
     Current maturities on note payable (Note E) ......................................         6,000
     Current maturities on capital lease obligation (Note E) ..........................         4,167
     Accounts payable .................................................................        22,567
     Due to officer (Note B) ..........................................................         3,537
     Note payable to officer (Note B) .................................................        52,700
     Accrued interest payable to officer (Note B) .....................................         9,131
     Accrued salaries (Note B) ........................................................       198,315
     Lines of credit (Note D) .........................................................        79,480
     Other accrued expenses ...........................................................           800
                                                                                          -----------
                                                              Total current liabilities       377,344

Long-term debt (Note E):
     Note payable, less current maturities ............................................         7,363
     Capital lease obligation, less current maturities ................................           383
                                                                                          -----------
                                                                      Total liabilities       385,090
                                                                                          -----------

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;
        10,620,555 shares issued and outstanding ......................................        10,621
     Additional paid-in capital .......................................................     4,539,578
     Officer loan to exercise options, including $904 of accrued interest (Note B) ....        (2,363)
     Common stock options .............................................................         8,003
     Accumulated deficit ..............................................................    (4,819,285)
                                                                                          -----------
                                                            Total shareholders' deficit      (263,446)
                                                                                          -----------

                                                                                          $   121,644
                                                                                          ===========


               See accompanying notes to unaudited, condensed financial statements

                                                  3
<PAGE>

                                              VITRO DIAGNOSTICS, INC.
                                        Condensed Statements of Operations


                                                       For the Three Months Ended       For the Six Months Ended
                                                               April 30,                        April 30,
                                                      ----------------------------    ----------------------------
                                                          2005            2004            2005            2004
                                                      ------------    ------------    ------------    ------------
Product sales .....................................   $     16,306    $       --      $     17,433    $       --
                                                      ------------    ------------    ------------    ------------

Operating costs and expenses:
    Research and development ......................         24,044          21,724          45,805          49,333
    Stock-based compensation (Note F) .............         12,500            --            12,500            --
    Selling, general and administrative ...........         95,463           8,298         108,056          18,268
                                                      ------------    ------------    ------------    ------------
                 Total operating costs and expenses        132,007          30,022         166,361          67,601
                                                      ------------    ------------    ------------    ------------
                               Loss from operations       (115,701)        (30,022)       (148,928)        (67,601)

Other income (expense):
    Interest income, officer loan (Note B) ........             19              28              38              92
    Interest expense ..............................         (4,429)         (3,892)        (10,028)         (6,684)
                                                      ------------    ------------    ------------    ------------
                           Loss before income taxes       (120,111)        (33,886)       (158,918)        (74,193)

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

                                           Net loss   $   (120,111)   $    (33,886)   $   (158,918)   $    (74,193)
                                                      ============    ============    ============    ============

Basic and diluted net loss per common share .......   $      (0.01)   $       --      $      (0.02)   $      (0.01)
                                                      ============    ============    ============    ============
Shares used in computing basic and diluted
    net loss per common share .....................     10,620,555       9,635,972      10,306,269       9,615,138
                                                      ============    ============    ============    ============



                        See accompanying notes to unaudited, condensed financial statements

                                                         4
<PAGE>

                                VITRO DIAGNOSTICS, INC.
                          Condensed Statements of Cash Flows

                                                                 For the Six Months Ended
                                                                         April 30,
                                                                   --------------------
                                                                     2005        2004
                                                                   --------    --------

Net cash used in operating activities ..........................   $(32,793)   $(30,621)
                                                                   --------    --------

Cash flows from investing activities:
     Purchases of property and equipment .......................     (1,328)       (601)
     Payments for patents and deferred costs ...................     (1,600)     (4,733)
                                                                   --------    --------
Net cash used in investing activities ..........................     (2,928)     (5,334)
                                                                   --------    --------

Cash flows from financing activities:
     Proceeds from issuance of loan payable (Note B) ...........      2,700        --
     Principal payments on notes payable .......................     (2,984)       --
     Proceeds from line of credit, net .........................     10,635      23,171
     Principal payments on capital lease .......................     (1,818)     (1,519)
     Proceeds from common stock options exercised ..............       --        15,000
     Proceeds from sale of common stock ........................     20,000        --
                                                                   --------    --------
Net cash provided by financing activities ......................     28,533      36,652
                                                                   --------    --------

                                              Net change in cash     (7,188)        697
Cash, beginning of period ......................................      7,188        --
                                                                   --------    --------
                                             Cash, end of period   $   --      $    697
                                                                   ========    ========

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
        Interest ...............................................   $  7,464    $  1,034
                                                                   ========    ========
        Income taxes ...........................................   $   --      $   --
                                                                   ========    ========


          See accompanying notes to unaudited, condensed financial statements

                                         5
</TABLE>

<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 for Form 10-QSB and the accounting
policies in its Form 10-KSB for the year ended October 31, 2004 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 periods ended April 30, 2005 are not necessarily indicative of the
results to be expected for the year.

Financial data presented herein are unaudited.

Note B:  Related Party Transactions

Indebtedness to officer

In prior years, the Company's president paid expenses on behalf of the Company
totaling $3,537, which remained unpaid as of April 30, 2005. The $3,537 is
included in the accompanying condensed financial statements as "Due to officer".

Notes payable

During April 2005, the president loaned the Company $500 for working capital in
exchange for a promissory note. The loan is due on demand and carries a 10
percent interest rate. No interest had accrued on the loan as of April 30, 2005.

During January 2005, the president loaned the Company $2,200 for working capital
in exchange for a promissory note. The loan is due on demand and carries a 10
percent interest rate. Accrued interest payable on the loan totaled $64 at April
30, 2005.

During October 2004, the president loaned the Company $10,000 for working
capital in exchange for a promissory note. The note matures in October 2006 and
carries a 10 percent interest rate. Accrued interest payable on the loan totaled
$542 at April 30, 2005.

During September 2003, the president loaned the Company $10,000 for working
capital in exchange for a promissory note. The note matures in August 2005 and
carries a 10 percent interest rate. Accrued interest payable on the loan totaled
$1,667 at April 30, 2005.

During May 2003, the president loaned the Company $10,000 for working capital in
exchange for a promissory note. The note matured in May 2005 and carries a 10
percent interest rate. Accrued interest payable on the loan totaled $1,958 at
April 30, 2005.

On August 23, 2002, the Company's president loaned the Company $20,000 for
working capital in exchange for a promissory note. The note carried an eight
percent interest rate and matured on August 23, 2003. The note is currently in
default. Principal unpaid as of August 23, 2003 accrues interest at ten percent.
Accrued interest totaled $4,900 at April 30, 2005. The note is collateralized by
a first lien on the Company's patents related to FSH purification.

                                       6

<PAGE>


                             VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements


Employment agreements and accrued salary

Effective April 8, 2005, the Board of Directors of the Company appointed James
T. Posillico, PhD, as its President and Chief Executive Officer. Simultaneously,
James R. Musick resigned as President and CEO and was appointed Chairman of the
Board of Directors, Chief Operating Officer and Secretary. Dr. Musick retained
his position as Chief Financial Officer of the Company.

In conjunction with their appointments, the Company entered into employment
agreements with both Dr. Posillico and Dr. Musick. Each agreement provides for
an initial term of three years and is automatically renewable for an additional
three-year period unless either party gives notice to the other that the
agreement will be terminated.

The agreements with both officers provide each with a base salary of $180,000
per annum for the first year, $250,000 per annum for the second year, and
$300,000 per annum during the third year. The agreement also provides that if
the Company obtains financing of $3 million or more during the first two years
of the agreement, the base salary would automatically increase to $300,000 per
annum effective with the closing of the financing. Both officers have agreed to
accrue salary until such time as the Company obtains sufficient working capital.

The agreement with Dr. Posillico also provides for the grant of stock options as
follows:

     o    Options to purchase 250,000 shares of the Company's common stock at a
          price of $.17 per share, exercisable for a period of ten years,
          immediately vested;

     o    Options to purchase 500,000 shares of the Company's common stock at a
          price of $.17 per share, vesting upon the achievement of a strategic
          alliance to commercialize the Company's fertility drug technology,
          completion of a successful financing in an amount not less than $3
          million to commercialize VITROPIN(TM), or the sale or out-license of
          the Company's drug technology to a third party;

     o    Options to purchase an additional 500,000 shares of the Company's
          common stock at a price of $.17 per share, vesting upon achievement of
          a strategic alliance to commercialize the Company's beta islet
          technology by a third party, the successful financing of the
          commercialization of this technology, or the sale or out-license of
          the technology to a third party;

     o    Options to purchase an additional 150,000 shares of the Company's
          common stock at a price of $.17 per share, vesting at such time as the
          Company reports cumulative product sales of $125,000 during any one
          year as reported in any financial statement filed with the Securities
          and Exchange Commission on Form 10-QSB or 10-KSB; and

     o    Options to purchase an additional 150,000 shares of the Company's
          common stock at market price, vesting at such time as the Company
          reports cumulative product sales of $250,000 during any one year as
          reported in any financial statement filed with the Commission on Form
          10-QSB or 10-KSB.


                                       7

<PAGE>


                             VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements


The agreement with Dr. Musick provides for the grant of stock options as
follows:

     o    Options to purchase 150,000 shares of the Company's common stock at a
          price of $.17 per share, vesting at such time as the Company reports
          cumulative product sales of $125,000 during any one year as reported
          in any financial statement filed with the Securities and Exchange
          Commission on Form 10-QSB or 10-KSB; and

     o    Options to purchase an additional 150,000 shares of the Company's
          common stock at market price, vesting at such time as the Company
          reports cumulative product sales of $250,000 during any one year as
          reported in any financial statement filed with the Commission on Form
          10-QSB or 10-KSB.

All of the options which are subject to vesting expire ten years from the date
of vesting. Further, each of the options would terminate ninety days from the
date the employee's employment with the Company is terminated. All of the
options are intended to be granted as "incentive stock options" under the
Company's Equity Incentive Plan of 2000, although the Plan must be amended and
approved by the shareholders to increase the amount of common stock reserved
under the Plan in order to provide for some of the options.

The Company began accruing Dr Musick's salary in May 2002, due to a lack of
working capital. As of April 30, 2005, Dr. Musick's accrued salaries totaled
$183,315. Dr. Posillico's accrued salary totaled $15,000 at April 30, 2005. Both
amounts are included in the accompanying condensed financial statements as
"Accrued salaries".

Officer loan

During May 2002, the Company's Board of Directors approved a $14,000 loan to the
vice president of the Company. The loan was used to exercise options to purchase
200,000 shares of the Company's common stock. The loan carried a five percent
interest rate and matured on May 8, 2004. The Company is holding stock
certificates in the name of the officer, totaling 116,700 shares of common
stock, as collateral for the loan. During the period from May 1, 2002 through
April 30, 2005, the vice president earned $12,560 in compensation, which was
allocated against the balance due on the loan. At April 30, 2005, the principal
and related accrued interest owed on the loan totaled $1,440 and $923,
respectively.

Common stock sales

During January 2005, the Company sold 100,000 shares of its common stock to the
president of the Company for $20,000, or $.20 per share.

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 April 30, 2005 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.

                                       8

<PAGE>


                             VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements


Note D:  Lines of Credit

The Company has a $10,000 line of credit of which $268 was unused at April 30,
2005. The interest rate on the credit line was 14.50% at April 30, 2005.
Principal and interest payments are due monthly.

The Company also has six credit cards with a combined credit limit of $75,300,
of which $5,552 was unused at April 30, 2005. The interest rates on the credit
cards range from 9.74% to 20.83% as of April 30, 2005.

Note E:  Long-Term Debt

Note Payable

As of October 31, 2004, the Company owed its attorney $9,035 pursuant to a
promissory note. The note carries a 10 percent interest rate and is payable at
the rate of $500 per month. During the six months ended April 30, 2005, the
Company incurred an additional $7,312 in legal fees and paid $2,984 against the
principal balance. As of April 30, 2005, the Company owed $13,363 on the note.
Future maturities of the note are as follows:

                     Period ended April 30,
                     ----------------------

                              2005 .....................     $  6,000
                              2006 .....................        6,000
                              2006 .....................        1,363
                                                             --------
                                                             $ 13,363
                                                             ========

Capital Lease Obligation

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. Future maturities of the capital lease
obligation are as follows:

                     Period ended April 30,
                     ----------------------

                              2005 .....................     $  4,167
                              2006 .....................          383
                                                             --------
                                                                4,550
                              Less: imputed interest ...         (496)
                                                             --------
                              Present value of net
                                 minimum lease payments.     $   4,054
                                                             =========

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

Note F:  Shareholders' Deficit

Following is a schedule of changes in shareholders' deficit for the six months
ended April 30, 2005:

                                       9
<PAGE>


                            VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements
<TABLE>
<CAPTION>
                                                                              Loan to
                                                                            Officer to
                                         Common stock         Outstanding    Exercise      Additional
                                   ------------------------      Stock         Stock        Paid-In      Accumulated
                                     Shares      Par Value      Options       Options       Capital        Deficit         Total
                                   ----------   -----------   -----------   -----------    -----------   -----------    -----------

<S>                             <C>          <C>           <C>           <C>            <C>           <C>            <C>
Balance, November 1, 2004 .....    10,020,555   $    10,021   $     8,003   $    (2,425)   $ 4,407,678   $(4,660,367)   $  (237,090)
Common stock issued in
    exchange for consulting
    services ($.20 per share) .       500,000           500          --            --           99,500          --          100,000
Stock sold to an officer
    ($.20 per share) ..........       100,000           100          --            --           19,900          --           20,000
Common stock options
    granted to officers .......          --            --            --            --           12,500          --           12,500
Interest accrued on officer's
    equity loan ...............          --            --            --             (38)          --            --              (38)
Officer compensation charged
    against the equity loan ...          --            --            --             100           --            --              100
Net loss for the six months
    ended April 30, 2005 ......          --            --            --            --             --        (158,918)      (158,918)
                                  -----------   -----------   -----------   -----------    -----------   -----------    -----------
      Balance, April 30, 2005 .    10,620,555   $    10,621   $     8,003   $    (2,363)   $ 4,539,578   $(4,819,285)   $  (263,446)
                                  ===========   ===========   ===========   ===========    ===========   ===========    ===========

Common stock

During January 2005, the Company issued 500,000 shares of its common stock to a
consultant pursuant to the terms of a consulting agreement. Under the terms of
the agreement, the consultant is to provide equity financing, investor relations
and public relations services in exchange for the common stock. The term of the
agreement commences February 1, 2005 and terminates on June 1, 2005. The common
stock was valued at $.20 per share based on the traded market value of the
common stock. Stock-based compensation expense of $100,000 has been capitalized
to prepaid consulting fees as of April 30, 2005. As the consulting services are
incurred between February and June 2005, the prepaid expenses will be charged to
operations.

Stock options

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

                                    Options Outstanding            Options Exercisable
                                ----------------------------- -------------------------------    Weighted Average
                                  Number of    Exercise Price   Number of     Exercise Price     Exercise Price
                                   Shares       Per Share        Shares        Per Share          Per Share
                                ------------- --------------- --------------- ---------------    ---------------

Balance at October 31, 2004...       437,629   $.08 to $.81      437,629      $.08 to $.81           $ 0.52
   Options granted............     1,950,000      $0.17          250,000         $0.17               $ 0.17
   Options exercised..........          --        $0.00             --           $0.00               $   --
   Options expired/cancelled..          --        $0.00             --           $0.00               $   --
                                  ----------                   ---------                             -------
Balance at April 30, 2005.....     2,387,629   $.08 to $.81      687,629      $.08 to $.81           $ 0.23
                                  ==========                   =========
</TABLE>


During February 2005, the Company granted 1,950,000 options to two officers with
exercise prices equal to the common stock market value on the date of grant (see
Note B). The weighted average exercise price and weighted average fair value of
these options on the grant date were $.17 and $.163, respectively.

                                       10

<PAGE>


                            VITRO DIAGNOSTICS, INC.

                Notes to Unaudited Condensed Financial Statements


Pro forma information regarding net income and earnings per share is required by
SFAS 123 as if the Company had accounted for its granted stock options under the
fair value method of that Statement. The fair value for the options granted
during the six months ended April 30, 2005 was estimated at the date of grant
using the Black-Scholes option-pricing model with the following assumptions:

                    Risk-free interest rate ...............     2.34%
                    Dividend yield ........................     0.00%
                    Volatility factor .....................   124.78%
                    Weighted average expected life ........   10 years

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

                                                     For the Six Months Ended
                                                            April 30,
                                                     --------------------------
                                                       2005              2004
                                                     ---------       ----------

Net loss, as reported .........................      $(158,918)      $  (74,193)
                                                     =========       ==========

Pro forma net loss ............................      $(211,668)      $  (78,481)
                                                     =========       ==========

Basic and diluted net loss per common
   share, as reported .........................      $   (0.02)      $    (0.01)
                                                     =========       ==========

Pro forma basic and diluted net loss
   per common share ...........................      $   (0.02)      $    (0.01)
                                                     =========       ==========

                                       11

<PAGE>


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 April 30, 2005 and the results of operations for the
six-month periods ending April 30, 2005 and 2004. 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, 2004, 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 Annual
Report on Form 10-KSB for the fiscal year ended October 31, 2004 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.


Liquidity and Capital Resources

     The Company continues to have a shortage of working capital and liquidity.
At April 30, 2005, the Company had a working capital deficit of $316,344,
consisting of current assets of $61,000 and current liabilities of $377,344.
This represents a decrease in working capital of $29,155 from fiscal year end
October 31, 2004. The decrease in working capital resulted from a greater
increase in current liabilities than the increase in current assets during the
first six months of this fiscal year.

     Current assets decreased by $60,540 and current liabilities increased by
$45,751 during the quarter ended April 30, 2005. The decrease in current assets
was due to the expensing of prepaid consulting fees, while the increase in
liabilities represents operating expenses including salaries. During the second
fiscal quarter of 2005, the Company hired a new President and CEO, while its
previous President became Chairman of the Board of Directors and Chief Operating
Officer. The Company also entered into employment contracts with its senior
management whose current salary is deferred (See Note B: Related Party
Transactions, in the unaudited, condensed financial statements above). The
Company continues to operate with limited cash obtained through debt and equity
financing and also now has some revenue from the sale of products. The Company
reported a $263,446 deficit in shareholder's equity at April 30, 2005, which is
a $26,356 increase in the deficit reported on October 31, 2004.

                                       12

<PAGE>


     During the six months ended April 30, 2005, the Company's financing
activities provided cash to support our operating and investing activities.
During that time, the Company's operations used $32,793 compared to the use of
$30,621 cash by the operations during the six months ended April 30, 2004. The
Company reported an overall decrease in cash for the six months of 2005 of
$7,188 compared to an increase of $697 in cash for the comparable period of
fiscal 2004, a decrease of $7,885 in positive cash flow. The decrease in cash
flow, in turn, is due to less cash obtained from financing activities and an
increase of cash used for operating activities. The increased use of cash during
the first six months of 2005 reflects additional expenses related to debt
service required to maintain the Company's increased debt. The use of cash
reflects minimum cash requirements of about $5,500/month for operations while
the cash from financing activities was obtained from debt and equity financing
activities, primarily from the acquisition of stock by our Chairman. Cash
requirements for operation have been cut to a minimum level by previous cost
reduction measures.

     The Company has about $12,000 in available debt and cash at the present
time. Based on present expenditure levels and assuming no additional equity
funding and the collection of all outstanding accounts receivable, management
believes that there is sufficient capital to maintain operations at the present
level through approximately August 31, 2005. In the absence of infusion of
additional capital into the Company, management may be forced to suspend
operations.

     The Company continues to pursue various activities to obtain additional
capitalization, as described in greater detail in the Company's Annual Report on
Form 10-KSB for the fiscal year ended 2004. A primary focus is the sale of the
VITROCELL(TM) product line for which the Company now has a distribution contract
for select VITROCELL(TM) products. Through its contract with Chemicon
International, Inc., the Company has filled its first significant order and has
additional initiatives underway to increase revenue from the sale of products as
described under "Results of Operations." The Company also hired Sussex Avenue
Partners to assist it in raising capital and with investor and public relations.
However, this contract has not yet provided the Company with additional working
capital or significant improvement in liquidity for its shareholders, and there
is no assurance that it will. The Company is also pursuing capitalization
through private placement and public offering of the Company's securities and we
now have ongoing discussions with interested investors. The Company is also
pursuing other alternatives to increase capital resources including
out-licensing of its proprietary technology and collaborative agreements with
third parties. The Company may consider other alternatives to increase its
capital resources such as merger with revenue-generating private entities, or
other transactions that may be appropriate.

Results of Operations

     During the three months ended April 30, 2005, the Company realized a net
loss of $120,111, which was $0.01 per share, on $16,306 in product revenue. The
net loss was $86,225 more than the net loss for the second quarter ended April
30, 2004 due to increased operating expenses related primarily to salaries and
expenses of the consulting agreement between the Company and Sussex Avenue
Partners. Total operating expenses were $101,985 more in the second quarter 2005

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than the comparable period in 2004, predominantly due to increased S, G & A
expenses of $87,165. This increase was primarily due to a $60,000 charge against
pre-paid expenses for consulting services by Sussex Avenue Partners and
increased deferred salaries (See Note B, Related Party Transactions, above).
Also, there was a stock-based compensation expense of $12,500 due to a 250,000
share-option granted to the new President at a 20% discount to market price.
These increased expenses did not impact the Company's cash flow.

     During the six months ended April 30, 2005, the Company realized a net loss
of $158,918, which was $0.02/share, on $17,433 in revenue. The net loss was an
increase of $84,725 from the loss for the six-months ended April 30, 2004. The
increase in net loss is due to the expenses related to the Sussex Avenue
Partners contract, increased salaries and stock-based compensation as noted
above. The total operating costs increased by $98,760 and S, G & A expenses
increased by $89,788 during the first half of fiscal year 2005 as compared to
the same period in 2004.

     We added another full-time employee, the president and CEO, during the
second fiscal quarter of 2005 and now have two full-time employees. The Company
also added an administrative office in central New Jersey, directed by its new
President that is focused on fund raising and business development while
manufacturing and R&D operations continue at the Company's Colorado facility
located in metro Denver. The new east coast office allows the Company proximity
to financial organizations and headquarters of various potential collaborators
including biotechnology and pharmaceutical companies. Also, the Colorado
facility is now focused on the technical aspects of operations including R&D,
production and the distribution of VITROCELL(TM) products. The Company is also
planning expansion into an enlarged facility in the Denver area that would
provide GMP manufacturing, potentially allowing the Company access to expanded
markets.

     Research and development expenses diminished by $3,528 during the six
months ended April 30, 2005 compared to the same period in 2004. Current R&D
activities are focused on the development of additional products to add to the
VITROCELL(TM) product line. The VITROCELL(TM) product line consists of human
cell lines and related products that were derived through prior R&D activities
by the Company based upon its patented cell immortalization technology. A more
detailed discussion of the VITROCELL(TM) product line is contained within the
Company's Form 10-KSB for fiscal year 2004. The Company continues its
development of insulin producing human beta islets for use in medical research.
There have been significant advances in the use of beta islet transplants to
treat Type I diabetes and the Company's R&D efforts are directed toward
providing cell lines for further research uses and eventually, for possible use
as a renewable source of cells for transplantation therapy of diabetes. During
the second quarter of 2005 the Company filed an additional patent application
related to its processes and cell lines for use in the commercial production of
human beta islets.

     The Company also filled its first significant order for the VITROCELL(TM)
products through its distribution agreement with Chemicon International, Inc. in
the second quarter of 2005. In addition, the Company has is also selling its

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<PAGE>


products through another distributor. While these initial sales were small, this
arrangement allows for increased distribution of the Company's VITROCELL product
line. There are other third parties with whom the Company has ongoing
discussions regarding distribution of VITROCELL products into select markets.
Management is pursuing additional product revenue through expanded sales of
existing VITROCELL products and by expansion of the product line, as well.

Item 3.  Controls and Procedures

     (a) We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report. As of April 30, 2005, 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 concluded that our controls and procedures were
effective in timely alerting to material information required to be included in
our periodic filings with the Securities and Exchange Commission. No significant
changes were made to our internal controls or other factors that could
significantly affect those controls subsequent to the date of their evaluation.

     (b) No significant changes were made to internal controls or other factors
that could significantly affect those controls subsequent to the date of their
evaluation.


                           PART II. OTHER INFORMATION

Item 2.  Changes in Securities

     During the fiscal quarter ended April 30, 2005, and as reported in a Form
8-K dated April 8, 2005, the Company issued options to purchase up to 1,950,000
shares of its common stock, which options were not registered under the
Securities Act of 1933, as amended. Of that amount, options to purchase 250,000
shares are currently vested and the remainder may vest based on certain
performance criteria in the future. The options were issued to the new President
and the former President, now Chairman of the Company.

     The Company issued these options 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 individuals were
afforded access to the type of information that would be contained in a
registration statement. The individuals were aware of the risks of the
transaction, and the Company had a pre-existing relationship with both
individuals. Finally, the terms of the option agreements confirm that transfer
of the securities is restricted under applicable law and that the common stock,
which might be obtained upon exercise of the options, will also be restricted
unless the stock is subsequently registered.

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<PAGE>


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.


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on June 14, 2005.

                               Vitro Diagnostics, Inc.

                               By: /s/  James T. Posillico
                                   ---------------------------------------------
                                        James T. Posillico, President and
                                        Chief Executive Officer

                               By: /s/  James R. Musick
                                   ---------------------------------------------
                                        James R.  Musick,  Chairman of the Board
                                        of  Directors,  Chief  Operating
                                        Officer and Principal Financial Officer


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.

               31.2 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.

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