UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  FORM 10-Q  [ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended January 31, 2009  OR  [   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT For the transition period from  to  Commission file number 1-17378  VITRO DIAGNOSTICS, INC. (Exact Name of Small Business Issuer as Specified in its Charter)  Nevada84-1012042(State or other jurisdictionI.R.S. Employerof incorporation or organization)Identification number  4621 Technology Drive, Golden, CO  80403(Address of Principal Executive Offices) Issuer's telephone number:     (333)550-2130 Former name, former address, and former fiscal year, if changed since last report Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  [ X ]    No [    ]  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,  a non-accelerated filer, or a smaller reporting company.  See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one): Large accelerated filer [    ] Accelerated filer [    ] Non-accelerated filer [    ] Smaller Reporting Company [  X  ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]  No  [ X ].  As of March 17, 2009, the Registrant had 16,858,524 shares of its Common Stock outstanding.      INDEX PART I -- FINANCIAL INFORMATION  Item 1.Financial StatementsPageBalance Sheets at January 31, 2009 (unaudited) and October 31, 20082Statements of Operations for the three months ended
January 31, 2009 and January 31, 2008 (unaudited)4Statements of Changes in Shareholders Deficit for the years
Ended October 31, 2008 and the three months ended January 31, 2009 (unaudited)5Statements of Cash Flows for the three months ended
January 31, 2009 and January 31, 2008 (unaudited)6Notes to (Unaudited) Consolidated Financial Statements7Item 2.Management's Discussion and Analysis of Financial Condition and Results of OperationsIntroduction22Liquidity and Capital Resources22Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk24Item 4.Controls & Procedures24PART II - OTHER INFORMATIONItem 1.Legal Proceedings26Item 1ARisk Factors26Item 2.Unregistered Sale of Equity Securities and Use of Proceeds26Item 3.Defaults Upon Senior Securities26Item 4.Submission of Matters to a Vote of Security Holders26Item 5.Other Information26Item 6.Exhibits26      PART 1.  FINANCIAL INFORMATION  Item 1. Financial Statements  The financial statements included herein have been prepared by Vitro Diagnostics, Inc. (the Company), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations.  In the opinion of management of the Company the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of January 31, 2009 and October 31, 2008, and its results of operations for the three month periods ended January 31, 2009 and 2008, its statements of changes of shareholders deficit for the year ended October 31, 2008 and for the three months ended January 31, 2009, and its cash flows for the three month periods ended January 31, 2009 and 2008.  The results for these interim periods are not necessarily indicative of the results for the entire year.  The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company's annual report on Form 10-K.   1    VITRO DIAGNOSTICS, INC.
Balance SheetsJanuary 31, 2009October 31, 2008(Unaudited)(See Note 1)AssetsCurrent assets:Cash$                    -$                6,768Accounts receivable--Inventory, at cost2,4422,442Total current assets2,4429,210Equipment, net of accumulated depreciation of $33,510 and $30,30052,91556,125Patents, net of accumulated amortization of $18,568 and $17,83510,74911,482Deferred costs27,70326,713Other assets2,4492,449Total assets$              96,258$            105,979    (Continued on following page)      See accompanying notes to these financial statements 2     (Continued from previous page)    VITRO DIAGNOSTICS, INC.
Balance SheetsJanuary 31, 2009October 31, 2008(Unaudited)    Liabilities and Shareholders' DeficitCurrent liabilities:Current maturities on capital lease obligation (Note E)7,1417,101Accounts payable22,81825,444Checks written in excess of cash balance2,950-Accrued expenses14,4238,095Due to officer (Note B)5,5305,530Note payable and accrued interest payable to officer (Note B)218,803218,803Unsecured notes and accrued interest payable to officer (Note B)29,1405,125Accrued payroll expenses (Note B)1,192,5511,171,551Lines of credit (Note D)93,14290,220Total current liabilities1,586,4981,531,869Long-term debt (Note E):Capital lease obligation, less current maturities26,85128,889Total liabilities1,613,3491,560,758Commitments and contingencies (Notes A, B, C, D, E, F, G, and H).--Shareholders' deficit (Note F):Preferred stock, $.001 par value; 5,000,000 shares authorized;-0- shares issued and outstanding--Common stock, $.001 par value; 50,000,000 shares authorized;15,370,348 and 15,143,681 shares issued and outstanding15,37115,144Additional paid-in capital4,930,2314,921,958Services prepaid with common stock(3,880)(6,680)Accumulated deficit(6,458,813)(6,385,201)Total shareholders' deficit(1,517,091)(1,454,779)Total liabilities and shareholders' deficit$              96,258$            105,979  3         VITRO DIAGNOSTICS, INC.
Statements of Operations
(Unaudited)For the Three Months EndedJanuary 31,20092008Product sales$                -$              750Operating costs and expenses:Research and development45,38167,572Selling, general and administrative19,64528,047Total operating costs and expenses65,02695,619Loss from operations(65,026)(94,869)Other income (expense):Interest expense(8,586)(11,841)Loss before income taxes(73,612)(106,710)Provision for income taxes (Note C)--Net loss$ (73,612)$ (106,710)Basic and diluted net loss per common share$ (0.00)$  (0.01)Shares used in computing basic and dilutedNet loss per common share15,342,94912,681,681   4


VITRO DIAGNOSTICS, INC.Statement of Changes in Shareholders' Deficit(Unaudited)ServicesAdditionalPrepaid withPreferred StockCommon StockPaid-inCommonAccumulatedSharesAmountSharesPar ValueCapitalStockDeficitTotalBalance, October 31, 2007-$         -12,681,681$   12,682$     4,653,020$           -$     (5,971,781)$     (1,306,079)Common stock units sold pursuant to privateplacement, $0.10 per share (Note F)--1,250,0001,250123,750--125,000Common stock issued under consulting contract,$0.09 per share (Note F)--100,0001008,900--9,000Common stock issued in exchange for future ScientificAdvisory Board services, $0.20 per share (Note F)--12,000122,388(2,400)--Common stock issured following exercise of Class Awarrants, $0.125 per share (Note F)--1,000,0001,000124,000--125,000Common stock options exercised (Note F)--100,0001009,900(10,000)--Prepaid services earned (Note F)5,7205,720Net loss for the year ended October 31, 2008(413,420)(413,420)Balance, October 31, 2008--15,143,68115,1444,921,958(6,680)(6,385,201)(1,454,779)Sale of common stock to officer226,6672278,2738,500Prepaid services earned (Note F)28002,800Net loss for the three months ended January 31, 2009(73,612)(73,612)Balance, January 31, 2009-$         -15,370,348$   15,371$     4,930,231$     (3,880)$     (6,458,813)$     (1,517,091)  See accompanying notes to these financial statements 5


VITRO DIAGNOSTICS, INC.Condensed Statements of Cash Flows(Unaudited)For The Three Months EndedJanuary 31,20092008Net cash used in operating activities(38,802)(16,370)Cash flows from investing activities:Purchases of equipment-(1,688)Payments for patents and deferred costs(990)(2,106)Net cash used in investing activities(990)(3,794)Cash flows from financing activities:Proceeds from issuance of notes payable23,6003,400Principal payments on notes payable--Draws on lines of credit, net2,9222,526Principal payments on capital lease(1,998)(433)Proceeds from sale of common stock8,500125,000Net cash provided by financing activities33,024130,493Net change in cash(6,768)110,329Cash, beginning of year6,76812,739Cash, end of period$               -$       123,068Supplemental disclosure of cash flow information:Cash paid during the year for:Interest$          8,171$          6,665Income taxes$                  -$                  -     See accompanying notes to these financial statements 6   VITRO DIAGNOSTICS, INC. Notes to Unaudited Financial Statements  NOTE A: NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation  The condensed financial statements presented herein have been prepared by the Company in accordance with the instructions for Form 10-Q and the accounting policies in its Form 10-K for the year ended October 31, 2008 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 January 31, 2009 and 2008 are not necessarily indicative of the results to be expected for the year.  Financial data presented herein are unaudited.  Nature of Organization  The Company was incorporated under the laws of Nevada on February 3, 1986.  From November of 1990 through July 31, 2000, the Company was engaged in the development, manufacturing and marketing of purified human antigens (Diagnostics) and the development of therapeutic products (Therapeutics) and related technologies.  The Companys sales were solely attributable to the sales of purified human antigens.  Following the transfer of its Diagnostics operations in August of 2000, the Company began devoting all efforts to its therapeutic drug development and related technologies.  A present target area for the Companys therapeutic products is the development and commercialization of stem cell technology for use in diabetes and cancer research and treatment.  The Company has been granted a patent for its proprietary technology related to the immortalization of human cells and subsequently expanded this technology to include patent-pending technology involving generation of stem cells with potential application to a variety of commercial opportunities including the treatment of degenerative diseases and drug discovery.  The Company also owns patented technology related to treatment of human infertility.  The Company has been granted a US patent for its process to manufacture VITROPINTM.  VITROPINTM is a highly purified urinary follicle-stimulating hormone (FSH) preparation produced according to the Companys patented purification process.  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.  7     However, the Company has suffered significant losses since inception and has working capital and shareholders deficits at January 31, 2009, 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 generate revenues and profits from 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. During the year ended October 31, 2008 and the three months ended January 31, 2009, the then president and now chairman has loaned the Company funds for working capital on an as needed basis.  During the first quarter of 2009, the president and chairman loaned the company a total of $23,600 for working capital purposes.  There is no assurance that these loans will continue in the future. Also during the first quarter 2009, the Company raised $8,500 in working capital through a sale of common stock to its president.  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 has new stem cell products that it is preparing to launch in the near future. 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.  Summary of Significant Accounting Policies  Use of estimates  The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Cash equivalents  For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.  Accounts receivable  Accounts receivable consists of amounts due from customers.  The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The  8     Company generally does not require collateral for its accounts receivable. As of January 31, 2009, there were no customer accounts outstanding, and all prior amounts have been collected.  Inventory  Inventories, consisting of raw materials, are stated at the lower of cost (using the specific identification method) or market.  Research and development  The Companys operations are primarily in research and development (R&D).  These costs are expensed as incurred and are primarily comprised of costs for: salaries, overhead and occupancy, contract services and other outside costs, quality assurance and analytical testing.  Since R&D is expensed entirely, cost of sales for products sold is included in R&D, and finished goods inventory is not capitalized.  Property, equipment and depreciation  Property and equipment are stated at cost and are depreciated over the assets estimated useful lives using the straight-line method.  Depreciation expense totaled $3,210 and $920 for the three months ended January 31, 2009 and 2008, respectively.  Upon retirement or disposition of equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.  Repairs and maintenance are charged to expense as incurred and expenditures for additions and improvements are capitalized.  Patents, deferred costs and amortization  Patents consist of costs incurred to acquire issued patents.  Amortization commences once a patent is granted.  Costs incurred to acquire patents that have not been issued are reported as deferred costs.  If a patent application is denied or expires, the costs incurred are charged to operations in the year the application is denied or expires.  The Company amortizes its patents over a period of ten years.  Amortization expense totaled $733 for the three months ended January 31, 2009 and 2008.  Estimated aggregate amortization expense for each of the next five years is as follows: Year ended October 31,2009$2,19920102,93220112,93220122,6862013-$10,749  9        The Companys patents and deferred costs consisted of the following at January 31, 2009: PatentImmortalized cell lines and methods of making the same (1 patent)$29,317This patent is for proprietary technology related to the immortalization of human cells, which could be used in the treatment of degenerative diseases and drug discovery.Less: accumulated amortization(18,568)$10,749  Deferred costsStem Cells$27,703This patent application represents an advancement of the Company's cell immortalization platform that provides a competitive modern technology platform with wide application to commercial applications in research and cell therapeutics.$27,703  In January 2009 the Company received a Notice of Allowance from the USPTO that its stem cell patent entitled, Generation and Differentiation of Adult Stem Cell Lines has been examined and is allowed for issuance as a patent.  An issuance and publication fee is due in order to assure issuance of the patent and the Company plans to pay these fees.  Impairment and Disposal of Long-Lived Assets  The Company evaluates the carrying value of its long-lived assets under the provisions of Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.  Statement No. 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets carrying amount.   If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.  Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell.  The Company periodically reviews the carrying amount of it long-lived assets for possible impairment.  As a result of these reviews, the Company recorded no asset impairment charges during the three months ended January 31, 2009 and 2008.  A contingency exists with respect to this matter, the ultimate resolution of which cannot presently be determined.   10     Income taxes  The Company has adopted the Statement of Financial Accounting Standards No. 109  Accounting for Income Taxes (SFAS 109).  SFAS 109 requires the use of the asset and liability method of accounting of income taxes.  Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.   Revenue recognition  The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition."  Under SAB 104, product revenues (or service revenues) are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectability is reasonably assured.  Fair value of financial instruments  SFAS 107, Disclosure About Fair Value of Financial Instruments, requires certain disclosures regarding the fair value of financial instruments.  The carrying amounts of cash, accounts payable and other accrued liabilities approximate fair value due to the short-term maturity of the instruments. Based on the borrowing rates currently available to the Company for loans with similar terms and average maturities, the fair value of long-term debt approximates its carrying value.  Concentrations of credit risk  Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and cash equivalents, and trade accounts receivable.  As of January 31, 2009 and October 31, 2008, the Company had no amounts of cash or cash equivalents in financial institutions in excess of amounts insured by agencies of the U.S. Government.  Trade receivables are from customers in one geographic location, principally Northern California, USA.  The Company does not require collateral for its trade accounts receivable.  Net loss per share  The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  Common stock options outstanding at January 31, 2009 and 2008 were not included in the diluted loss per share as all 1,605,684 and 705,864 options, respectively, were anti-dilutive.  Therefore, basic and diluted losses per share at January 31, 2009 and 2008 were equal.   11     Stock-based compensation  Effective November 1, 2006, the Company adopted Statement No. 123R, Share-Based Payment (SFAS 123R), which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS 123R is being applied on the modified prospective basis.  Under the modified prospective approach, SFAS 123R applies to new awards and to awards that are outstanding on November 1, 2006 that are subsequently modified, repurchased, cancelled or vest. Under the modified prospective approach, compensation cost recognized after October 31, 2006 includes compensation cost for all share-based payments granted prior to, but not yet vested on, November 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R, and compensation cost for all shared-based payments granted subsequent to November 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Prior periods are not restated to reflect the impact of adopting the new standard.  Recent accounting standards  In April 2008, the FASB issued FASB Staff Position (FSP) No. 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors to be considered in developing renewal or extension assumptions used to determine the useful life of intangible assets under SFAS No. 142, Goodwill and Other Intangible Assets. Its intent is to improve the consistency between the useful life of an intangible asset and the period of expected cash flows used to measure its fair value. This FSP is effective on January 1, 2009. The adoption of SFAS No. 159 is not expected to have a material impact on the Companys financial position, results of operations or cash flows.  The FASB issued Statement of Financial Accounting Standards No. 162 (SFAS 162), The Hierarchy of Generally Accepted Accounting Principles,in May 2008.  This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).  This Statement will become effective 60 days following the SECs approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.  The Company does not expect that the adoption of this statement will have a material effect on the Companys financial statements.  In October 2008, the FASB issued Staff Position No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active (FSP 157-3).  FSP 157-3 clarifies the application of SFAS 157 in cases where a market is not active. The Company is in the process of evaluating the impact FSP 142-3, but do not expect it to have a material impact on the Companys consolidated financial statements.  There were various other accounting standards and interpretations issued during 2008 and 2007, none of which are expected to have a material impact on the Company's consolidated financial position, operations or cash flows.   12     NOTE B: RELATED PARTY TRANSACTIONS  Indebtedness to officer  Over the past four fiscal years, the Companys president paid $14,236 in expenses on behalf of the Company, of which $8,706 has been repaid.  The balance of $5,530 is included in the accompanying financial statements as Due to officer.  Notes payable  During the period from August 2002, to October 2007, the president loaned the Company a total of $168,150 through various notes that had also accrued interest in the amount of $35,483.   In October 2007, these notes and the accrued interest were consolidated into a single note of $203,633, and accrued interest on the unpaid principle at a rate of 10% per annum.  Additional interest of $15,170 has accrued on this note, and the total balance of $218,803 is included in Note payable and accrued interest payable to officer in the accompanying financial statements.  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.  On July 29, 2008, the Board of Directors approved the issuance of 1,238,176 shares of the Companys common stock in exchange for the notes payable plus accrued interest to an officer not to exceed $225,000.  At that time the Note was cancelled effective July 29, 2008.  The exchange was completed in February 2009.  A total of $224,333, representing the balance of the note payable and accrued interest, plus the outstanding balance of the indebtedness to the officer of $5,530 was exchanged for 1,238,176 shares of the Companys common stock.  During the year ended October 31, 2008, the officer loaned the Company an additional $4,810 for working capital, and during the three months ended January 31, 2009 an additional $23,600 of working capital loans were made by the officer.  The loans are uncollateralized, due on demand and accrue interest on the unpaid principal at a rate of 10% per annum.  Accrued interest payable on the loans totaled $730 at January 31, 2009.  The total loans plus accrued interest totaling $29,140 are included as Unsecured notes and accrued interest payable to officer in the accompanying financial statements.  Employment agreements and accrued compensation  Effective May 1, 2008, the Company entered into a new Executive Employment Agreement with its sole officer.  The Agreement establishes annual base salaries of $80,000, $85,000, and $90,000 over the three years of the Agreement.  The Agreement also provides for incentive compensation based on the achievement of minimum annual product sales and an option to purchase one million shares of the Companys common stock that includes contingent vesting requirements. The new employment agreement includes changes in control given exercise of underlying stock options and also includes severance provisions.  The Company accrued the salaries of its officer through April 30, 2008 under an old agreement due to a lack of working capital.  Accrued salaries and payroll taxes totaled $1,192,551 and $1,171,551  13     at January 31, 2009 and October 31, 2008, respectively. Dr. Musicks accrued salaries totaled $949,982 and $929,982 as of January 31, 2009 and October 31, 2008, respectively.  Dr. Musicks salary is allocated as follows: 70% to research and development and 30% to administration.  In addition, accrued salaries for a previous officer of the Company totaled $208,833 at January 31, 2009 and October 31, 2008.  Total accrued payroll taxes on the above salaries totaled $41,736 and $40,736 at January 31, 2009 and October 31, 2008, respectively.  Common stock sales  In November 2008, the Company sold 226,667 shares of its common stock to an officer of the Company for $8,500, or $.0375 per share.  The transaction was recorded at fair value, which was determined to be 100% of the quoted market price on the day of the sale of stock.  Office lease  On July 1, 2008, the Company entered into a five-year non-cancelable operating lease for a facility located in Golden, Colorado.  The facility has been leased from a company that is owned by the presidents wife.  Future minimum rental payments for the fiscal years ending are as follows:  October 31,2009$        16,785201022,380201122,380201222,380201314,920-$        98,845  The total rental expense was $6,328 and $3,749 for the three months ended January 31, 2009 and 2008, respectively.  Other  The president has personally guaranteed all debt instruments of the Company including all credit card debt.   14     NOTE C: INCOME TAXES  A reconciliation of the U.S. statutory federal income tax rate to the effective rate is as follows: October 31,20082007Benefit related to U.S. federal statutory graduated rate-34.00%-34.00%Benefit related to State income tax rate, net of federal benefit-3.06%-3.06%Accrued officer salaries14.84%30.59%Net operating loss for which no tax benefit is currently available22.22%6.47%Effective rate0.00%0.00%  The primary components of temporary differences that give rise to the Companys net deferred tax assets are as follows:  October 31,20082007Net operating loss and tax credit carryforwards$1,418,792$1,313,146Accrued officer salaries434,177371,505Deferred tax asset (before valuation allowance)$1,852,968$1,684,651   At October 31, 2008, deferred taxes consisted of a net tax asset of $1,852,968, due to operating loss carryforwards and other temporary differences of $6,146,840, which was fully allowed for in the valuation allowance of $1,852,968.  The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery.  The changes in the valuation allowance for the years ended October 31, 2008 and 2007 totaled $168,317 and $129,843, respectively.  Net operating loss carryforwards will expire in various years through 2028.  The valuation allowance will be evaluated at the end of each year, 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  15     evidence indicates that the value of the deferred tax asset is no longer impaired and the allowance is no longer required.  Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Companys tax net operating loss carryforwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.   NOTE D: LINES OF CREDIT  The Company has a $12,500 line of credit of which $63 was unused at January 31, 2009.  The interest rate on the credit line was 14.00% at January 31, 2008.  The credit line is collateralized by the Companys checking account.  Principal and interest payments are due monthly.  The Company also has six credit cards with a combined credit limit of $88,000, of which $7,295 was unused at January 31, 2009.  The interest rates on the credit cards range from 11.99% to 34.99% as of January 31, 2009.  NOTE E: LONG-TERM DEBT  Note Payable  During August 2003, the Company converted liabilities owed to its attorney into a promissory note.  The note carried a 10 percent interest rate and was payable at the rate of $500 per month.  As of October 31, 2007, the Company owed $26,874 on the note, which was due and payable upon receipt by the Company of outside capital in excess of $50,000.  During the year ended October 31, 2008 the note was paid in full.  Capital Lease Obligations  In July 2007, the Company entered into a capital lease agreement to acquire laboratory equipment.  The Company is obligated to make 3 monthly payments of $25 and 60 monthly payments of $382 under the lease.  In June 2008, the Company entered into a capital lease agreement, also for the acquisition of laboratory equipment.  The Company is obligated to make 48 monthly payments of $830 under the lease.  Future maturities of the Companys capital lease obligations are as follows:  16      Year ended October 31,2009$10,146201014,547201113,783201210,398$48,874Less: imputed interest(14,882)Present value of net minimum lease payments$33,992  The president of the Company has personally guaranteed the lease obligations.  NOTE F: SHAREHOLDERS DEFICIT  Common Stock and Warrant Purchase Agreement  On January 31, 2008 (the "Closing Date"), the Company completed a private placement of 1,250,000 shares of its common stock and warrants to purchase 1,000,000 additional shares of common stock to three investors (the "Investor"). The securities were sold as units (the "Units") at a price of $0.10 per Unit, with the Investor purchasing an aggregate of 1,250,000 Units for gross proceeds of $125,000. Each Unit consisted of one (1) share of common stock and eight-tenths (8/10) of one Class A warrant for a total of 1,250,000 shares of common stock and 1,000,000 Class A warrants. The Class A warrants carry an exercise price of $.125 per share.  The transaction was not registered under the Securities Act of 1933, as amended, (the 1933 Act). The sales were made pursuant to a Common Stock and Warrant Purchase Agreement dated January 31, 2008. The Class A warrants grant the Investor the right to purchase one (1) share of common stock and one-half (1/2) Class B warrant at an exercise price of $0.25 per share.  On April 30, 2008, the investors exercised the Class A warrants and received 1,000,000 shares of the Companys common stock and 500,000 Class B warrants in exchange for a payment of $125,000.  Each Class B warrant granted the Investor the right to purchase one (1) share of common stock and one (1) Class C warrant at an exercise price of $0.25 per share. The Class B warrants were exercisable immediately and for a period of seven months that has been verbally extended to ten months from the Closing Date. The Class B warrants must be exercised if the Company could demonstrate sales of stem cell-derived beta islets in an amount of at least $30,000 for the three months ended October 31, 2008.  The Class B warrants were not exercised and expired on November 30, 2008. Each Class C warrant grants the Investor the right to purchase one (1) share of common stock at an exercise price of $0.25 per share. The Class C warrants were not exercisable since the  17     Class B warrants expired. The private placement was conducted by the Company's officers and directors and no underwriting discounts, commissions, or finders' fees were paid. The Company agreed to pay a financing fee to the Investor in connection with offering equal to 2% of the aggregate purchase price of the securities to cover the Investor's legal fees arising from the transaction.  Common stock issued for services  Under the terms of a Consulting agreement, the Company agreed to issue 100,000 shares of its common stock upon the receipt of $100,000 or more in capital financing.  The Company received financing in excess of $100,000 on January 31, 2008, as discussed above.  On March 25, 2008, the Board of Directors approved the issuance of the consultants 100,000 shares.  The transaction was valued at $9,000, or $.09 per share, based on the fair value of the stock on January 31, 2008, the date the shares were earned.  On March 25, 2008, the Company issued the above consultant 12,000 additional shares of the Companys common stock as compensation to serve on the Companys Scientific Advisory Board for a period of two years.  The transaction was valued at $2,400, or $.20 per share, based on the fair value of the stock on the transaction date.  The transaction will be expensed over the period of the service.  As of January 31, 2009, $1,020 has been expensed and $1,380 is included as Services prepaid with common stock in the accompanying condensed balance sheet.  On May 1, 2008, the Companys Board of Directors appointed Erik Van Horn to the Board.  The Board agreed to compensate Mr. Van Horn in the amount of $10,000, payable immediately, for one year of service on the Board and that the compensation may be applied to the exercise of outstanding options to purchase 100,000 shares of the Companys common stock.  Mr. Van Horn notified the Board of his intention to utilize the compensation to exercise the stock options.  Effective May 1, 2008, the options were exercised and 100,000 shares of the Companys common stock were issued to Mr. Van Horn. As of January 31, 2009, $7,500 of the $10,000 compensation has been expensed and $2,500 is included as Services prepaid with common stock in the accompanying condensed balance sheet.  Stock options granted to officer  On May 1, 2008, the Company granted a stock option to its president to purchase 1,000,000 shares of the Companys common stock at an exercise price of $.19 per share.  On the grant date, the traded market value of the stock was $.19 per share.  The options vest upon the achievement of certain contingencies.  None of the contingencies have been met, and as a result, no stock-based compensation was recorded for the options for the three months ended January 31, 2009, or the year ended October 31, 2008.  The fair value of the options will be recorded as stock-based compensation upon achievement of these contingencies. The weighted average exercise price and weighted average fair value of these options on the grant date were $.19 and $.19, respectively.  The fair value of the options was determined to be $189,000, and was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:   18       Incentive plans  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.  The purpose of the Plan is to attract and retain qualified personnel, to provide additional incentives to employees, officers, consultants and directors, and to promote the Companys business.  The Plan authorizes total awards of up to 1,000,000 shares of the Company's common stock. Awards may take the form of incentive stock options, non-qualified stock options, restricted stock awards, stock bonuses and other stock grants. If an award made under the Plan expires, terminates, is canceled or settled in cash without the issuance of all shares of common stock covered by the award, those shares will be available for future awards under the Plan. Awards may not be transferred except by will or the laws of descent and distribution. No awards may be granted under the Plan after September 30, 2010.  The Plan is administered by the Company's Board of Directors, which may delegate its authority to a committee of the Board of Directors. The Board of Directors has the authority to select individuals to receive awards, to determine the time and type of awards, the number of shares covered by the awards, and the terms and conditions of such awards in accordance with the terms of the Plan. In making such determinations, the Board of Directors may take into account the recipient's current and potential contributions and any other factors the Board of Directors considers relevant. The recipient of an award has no choice regarding the form of a stock award. The Board of Directors is authorized to establish rules and regulations and make all other determinations that may be necessary or advisable for the administration of the Plan. All options granted pursuant to the Plan shall be exercisable at a price not less than the fair market value of the common stock on the date of grant. Unless otherwise specified, the options expire ten years from the date of grant.   19     The following schedule summarizes the changes in the Companys stock options:  Number of SharesExercise Price Per ShareWeighted Average Remaining Contractual LifeWeighted Average Exercise Price Per ShareBalance at October 31, 2007705,864$0.08 to $0.815.98 years$ 0.19Options granted1,000,000$0.199.75 years$ 0.19Options exercised(100,000)$0.10$ 0.10Options expired-Balance at October 31, 20081,605,8648.29 years$ 0.20Options granted-Options exercised-Options expired-Balance at January 31, 20091,605,8648.04 years$ 0.20Exercisable at October 31, 2008605,864$0.08 to $0.815.88 years$ 0.21Exercisable at January 31, 2009605,864$0.08 to $0.815.21 years$ 0.21   NOTE G: CONSULTING AGREEMENT  On August 20, 2007, the Company entered into a Consulting Agreement with Mr. Joe Nieusma of Superior Toxicology & Wellness (Superior).  This agreement has been extended without modification through August 20, 2009.  Under the terms of the agreement, Superior will provide services including, but not limited to:  · The development and funding of the Companys current business plan;  · The launch of products targeting applications in the development and discovery of new drug and biological products; and  · The marketing and sales of all existing and proposed products and technology that are now available, or will be available for commercial distribution during the term of the agreement.  In exchange for the above services, the Company will pay Superior $50 per hour capped at a maximum of 240 hours for the term of the agreement.  In addition, the Company has agreed to issue Mr. Nieusma the following stock bonuses to be paid in shares of the Companys common stock:  a. 100,000 shares upon the sale of stem-derived human beta islets as evidenced by issuance of a commercial invoice;  b. 100,000 shares upon the submission of a validation package to the United States Food and Drug Administration requesting approval of the use of Vitros stem cell-derived human beta islets for safety and efficacy testing and the use of this data within applications submitted for marketing approval of new drugs and biological products; and  20      c. 100,000 shares upon the receipt of $100,000 or more in capital funding of the Company based upon Vitros current business plan or subsequent versions thereof.  This event occurred during fiscal year ending October 31, 2008 and the Company issued 100,000 shares to its consultant on March 27, 2008.  Compensation for the successful sale of Vitros products, patent licenses or other revenue-generating event shall be based on industry standards and include a gross sales commission of 15% in addition to the compensation described above.  NOTE H: SUBSEQUENT EVENTS  Common stock issued to officer  On July 29, 2008, the Board of Directors approved the issuance of 1,238,176 shares of the Companys common stock in exchange for the notes payable plus accrued interest to an officer not to exceed $225,000.  At that time the Note was cancelled effective July 29, 2008.  The exchange was completed in February 2009.  A total of $224,333, representing the balance of the note payable and accrued interest, plus the outstanding balance of the indebtedness to the officer of $5,530 was exchanged for 1,238,176 shares of the Companys common stock.  Sales of common stock to private investors  On February 12, 2009, the Board of Directors approved the sale of 250,000 shares of the Companys common stock to a private investor at a price of $.10 per share.  The proceeds of $25,000 are to be used for general working capital purposes.  On February 17, 2009, the Board of Directors approved the sale of 300,000 shares of the Companys common stock to two private investors at a price of $0.05 per share.  The proceeds of $15,000 are to be used for general working capital purposes.  Appointment to Scientific Advisory Board and issuance of stock for services  On February 12, 2009, the Company appointed Dr. Pamela L. Rice to its Scientific Advisory Board.  As compensation for Dr. Rices services, the Company is to issue her 12,000 shares of the Companys common stock for her commitment to serve on the Scientific Advisory Board for the next two years.     21      ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Introduction  This section discusses the financial condition of Vitro Diagnostics, Inc. (the Company) at January 31, 2009 and compares it to the Companys financial condition at October 31, 2008.  It also discusses the Companys results of operations for the three-month period ending January 31, 2009 and compares those results to the results of the three months ended January 31, 2008.  This information should be read in conjunction with the information contained in the Companys Annual Report on Form 10-K for the fiscal year ended October 31, 2008, 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, and 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-K for the fiscal year ended October 31, 2008 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  During 2008 the Company gained working capital through sales of its securities but it continues to experience a working capital deficit and shortage of liquidity.  At January 31, 2009, the Company had a working capital deficit of $1,584,056, consisting of current assets of $2,442 and current liabilities of $1,586,498.  This represents a decrease in working capital of $61,397 from fiscal year end October 31, 2008.  The decrease in working capital was due to decreased assets ($6,768) and increased liabilities ($54,629) incurred to support operations, including deferred salaries and expenses.  Current assets decreased by $6,768 and current liabilities increased by $54,629 during the quarter ended January 31, 2009.  The increase in current liabilities was primarily related to deferred salaries and additional related party notes payable, while assets decreased due to expenses incurred for operations.  The Company reported a $1,517,091 deficit in shareholders equity at January 31, 2009, which was $62,312 more than the deficit reported at October 31, 2008.  The majority of the working capital deficit is due to accrued salaries and notes due to the president and CEO.  Subsequently, in the second quarter of 2009, the Company converted a $224,333 liability due to its President into common stock.   22     During the three months ended January 31, 2009, the Companys financing activities provided $33,024 in cash to support our operating activities.  During that time, the Companys operations used $38,802 in cash compared to $16,370 of cash used by operations during the three months ended January 31, 2008.  The Company reported an overall decrease in cash for the first three months of 2009 of $6,768 that was $117,097 less than the increase in cash for the first three months of 2008.  The increase in cash usage during the first quarter of 2009 was primarily salaries paid while in the comparable period of 2008, salaries were accrued. Cash raised from financing activities was derived from loans to the Company by its president and sale of common stock to the president.  Cash usage reflects a minimum cash requirement of about $13,000 per month for operations. Cash requirements for operations have been cut to a minimum level by previous cost reduction measures and are unlikely to be further reduced without additional curtailment or suspension of operations.  The Company had lines of credit totaling $100,500 with $10,074 available in credit at January 31, 2009.  The Company must continue to service debt and the Chairman personally guarantees most of the Company debt.  The Company continues to pursue various activities to obtain additional capitalization, as described in the Companys Annual Report on Form 10-K for the fiscal year ended 2008.  A current focus is the launch of various products to support stem cell and drug development activities by our customers.  Some of these products were completed to a market-ready stage during the first quarter of 2009.  Subsequently, additional progress has been made and the Company is now beginning to introduce its products to commercial markets.  The Company has also raised additional capital through sales of its securities, as described in Note H, Subsequent Events.  However, additional expansion of the product line and aggressive marketing both require additional capital and management is activity seeking additional investment into the Company.  Furthermore, management has been invited to present at a partnering forum organized by a major pharmaceutical company who is known to partner with and acquire biotechnology firms.  Such discussions may lead to additional capitalization of the Company. Results of Operations  During the three months ended January 31, 2009, the Company realized a net loss of $73,612 or $0.00 per share on no revenue.  The net loss was $33,098 less than the net loss for the first quarter ended January 31, 2008.  The decrease net loss in the first quarter of 2009 compared to the same quarter in 2008 was primarily due to decreased non-cash salary expenses.  The Company re-negotiated an employment contract with its president during July 2008 and this resulted in decreased salary and increased incentives. Total operating expenses were $30,593 less in the first quarter 2009 than the comparable period in 2008.  Research and development expenses decreased by $22,191 and selling, general and administrative expenses decreased by $8,402.  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 and cancer.  The Company is currently developing a series of products based on its stem cell technology.  These products will target initially non-therapeutic markets in stem cell and drug development. Such products do not require FDA pre-market approval.  The market being approached is viewed to be expanding and under-served.  A key target is stem cell researchers, especially those exploring reprogramming of adult cells to induce plurapotentiality or the ability to differentiate into any cell of the body. Such reprogramming has substantial potential in regenerative medicine and these research goals have recently been supported by  23     the repeal of the prior administrations ban of embryonic stem cell research.  In addition, the Company has ongoing pre-clinical studies of the application of its stem cell technology to cancer and diabetes.   ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates.   ITEM  4. CONTROLS AND PROCEDURES  a.  Disclosure Controls and Procedures  The Company's Principal Executive Officer and Principal Financial Officer, has established and is currently maintaining disclosure controls and procedures for the Company.  The disclosure controls and procedures have been designed to provide reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that information required to be disclosed by the Company is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure.  The Principal Executive Officer and Principal Financial Officer has conducted a review and evaluation of the effectiveness of the Company's disclosure controls and procedures and has concluded, based on his evaluation as of the end of the period covered by this Report, that our disclosure controls and procedures are not effective to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commissions rules and forms and to ensure that the information required to be disclosed by the Company is accumulated and communicated to management, including our principal executive officer and our principal financial officer, to allow timely decisions regarding required disclosure.  Specifically, management identified the following control deficiencies.  (1) The Company has not properly segregated duties as its President initiates, authorizes, and completes all transactions.  The Company has not implemented measures that would prevent the President from overriding the internal control system.  The Company does not believe that this control deficiency has resulted in deficient financial reporting because the President is aware of his responsibilities under the SECs reporting requirements and personally certifies the financial reports.  In addition, the Company engaged a financial consultant to review all financial transactions to determine that they have been properly recorded in the financial statements. (2) The Company has installed accounting software that does not prevent erroneous  24     or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.  The Company does not think that this control deficiency has resulted in deficient financial reporting because the Company has implemented a series of manual checks and balances to verify that previous reporting periods have not been improperly modified and that no unauthorized entries have been made in the current reporting period.  Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles.  Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.  b.  Changes in Internal Control over Financial Reporting  There has been no change in our internal control over financial reporting during the quarter ended January 31, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  c. Limitations of any Internal Control Design  Our principal executive and financial officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive and financial officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.   25     PART II OTHER INFORMATION  Item 1. Legal Proceedings  None, except as previously disclosed.  Item 1A. Risk Factors  None, except as previously disclosed.  Item 2 Unregistered Sales of Equity Securities and Use of Proceeds  None, except as previously disclosed.  Item 3. Defaults Upon Senior Securities  None, except as previously disclosed.   Item 4. Submission of Matters to a Vote of Security Holders  None, except as previously disclosed.  Item 5. Other Information  None, except as previously disclosed.  Item 6. Exhibits  Certification Certification pursuant to 18 U.S.C. Section 1350  26     SIGNATURES  Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.  VITRO DIAGNOSTIC, INC.Date: _March 19, 2009By: _/s/ James R. Musick_______ _James R. Musick
President, Chief Executive Officer and Chief
Financial Officer     27