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 January 31, 2002
                           ----------------
     OR

()   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

Commission file number: 0-17378
                        -------

                             VITRO DIAGNOSTICS, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                      84-1012042
-------------------------------             -----------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

12635 E. Montview Blvd, Suite 218,  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 March 14, 2002 was 9,021,607.

<PAGE>

                             VITRO DIAGNOSTICS, INC.

                                      INDEX
                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

Item 1. Condensed Balance Sheet, January 31, 2002 (unaudited) ............   3

        Condensed Statements of Operations for the three months
        ended January 31, 2002 and 2001 (unaudited).......................   4

        Condensed  Statements of Cash Flows for the
        three months ended January 31, 2002 and 2001 (unaudited) .........   5

        Notes to Condensed Financial Statements ..........................   6

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


PART II. - OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds ........................  11

Item 5. Other Information ................................................  12

        Signatures .......................................................  13

<PAGE>

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


                             VITRO DIAGNOSTICS, INC.

                             Condensed Balance Sheet
                                   (Unaudited)

                                January 31, 2002

ASSETS

Current assets:
      Cash ......................................................   $    56,077
      Prepaid expenses ..........................................         3,744
                                                                    -----------
                                             Total current assets        59,821

Equipment, net ..................................................        16,492
Patents, net ....................................................        73,342
Deferred intellectual property costs ............................       121,703
                                                                    -----------

                                                                    $   271,358
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
      Accounts payable ..........................................   $     3,224
      Current maturities on capital lease obligation (Note D) ...         2,321
      Other current liabilities .................................         1,693
                                                                    -----------
                                        Total current liabilities         7,238

Capital lease obligation, less current maturities (Note D) ......        11,584
                                                                    -----------
                                                Total liabilities        18,822
                                                                    -----------

Shareholders' equity (Note C):
      Preferred stock ...........................................          --
      Common stock ..............................................         8,822
      Additional paid-in capital ................................     4,301,577
      Stock options - 788,814 outstanding .......................         5,692
      Retained deficit ..........................................    (4,063,555)
                                                                    -----------
                                       Total shareholders' equity       252,536
                                                                    -----------

                                                                    $   271,358
                                                                    ===========

       See accompanying notes to unaudited condensed financial statements

                                        3
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Operations
                                   (Unaudited)

                                                     Three Months Ended
                                                        January 31,
                                                 --------------------------
                                                   2002             2001
                                                 -----------    -----------
Operating expenses:
     Selling, general and administrative .....   $    41,976    $    28,275
     Stock-based compensation (Note C):
        Director services ....................         2,100           --
        Legal fees ...........................           464          5,250
     Research and development ................        60,720         56,422
                                                 -----------    -----------
                      Total operating expenses       105,260         89,947
                                                 -----------    -----------
                                Operating loss      (105,260)       (89,947)

Other income (expense):
     Interest income .........................           669          5,505
Interest expense .............................          (130)          --
                                                 -----------    -----------
                      Loss before income taxes      (104,721)       (84,442)

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

                                      Net loss   $  (104,721)   $   (84,442)
                                                 ===========    ===========


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

Basic and diluted weighted average
     common shares outstanding ...............     8,816,607      8,718,227
                                                 ===========    ===========

       See accompanying notes to unaudited condensed financial statements

                                        4
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)

                                                         Three Months Ended
                                                             January 31,
                                                       ----------------------
                                                         2002         2001
                                                       ---------    ---------

              Net cash used in operating activities    $(122,092)   $(131,248)
                                                       ---------    ---------

Cash flows from investing activities:
     Property and equipment purchases .............       (2,306)        --
     Payments for deferred costs ..................       (5,050)      (8,136)
                                                       ---------    ---------
              Net cash used in investing activities       (7,356)      (8,136)
                                                       ---------    ---------

Cash flows from financing activities:
     Principal payments on capital lease ..........         (518)        --
                                                       ---------    ---------
              Net cash used in financing activities         (518)        --
                                                       ---------    ---------

Net change in cash ................................     (129,966)    (139,384)
Cash, beginning of period .........................      186,043      589,424
                                                       ---------    ---------

                                Cash, end of period    $  56,077    $ 450,040
                                                       =========    =========

Supplemental  disclosure of cash flow  information:
      Cash paid during the period for:
        Interest ..................................    $     130    $    --
                                                       =========    =========
        Income taxes ..............................    $    --      $    --
                                                       =========    =========

     Non-cash investing and financing activities:
        Cashless exercise of stock options ........    $    --      $     275
                                                       =========    =========

       See accompanying notes to unaudited condensed financial statements

                                        5
<PAGE>


Note A: Basis of Presentation

The financial  statements  presented herein have been prepared by the Company in
accordance  with the  accounting  policies in its Form 10-KSB for the year ended
October 31, 2001 and should be read in conjunction with the notes thereto.

In the opinion of management,  the accompanying  unaudited  condensed  financial
statements  contain  all  adjustments   (consisting  only  of  normal  recurring
adjustments)  which are  necessary to provide a fair  presentation  of operating
results for the interim periods presented.  The results of operations  presented
for the three months ended  January 31, 2002 are not  necessarily  indicative of
the results to be expected for the year.

Financial data presented herein are unaudited.

Note B: Income Taxes

The Company  records its income taxes in accordance  with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the three months ended January 31, 2002 resulting in
a deferred tax asset.  The net deferred tax asset was fully  allowed for through
the valuation  allowance,  therefore the net benefit and expense  result in $-0-
income taxes.

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

Note C: Shareholders' Equity

On December 11, 2001, the Company issued 10,000 shares of its common stock to an
individual  in  exchange  for  services  provided  to the  Company's  Scientific
Advisory  Board.  The transaction was valued at the market price of the stock on
the date of  issuance,  which  was $.21 per  share.  As a  result,  the  Company
recognized a stock-based  compensation expense totaling $2,100 based on the fair
value of the common stock.

Following is a schedule of changes in shareholders'  equity for the three months
ended January 31, 2002:

<TABLE>
<CAPTION>
                                               Common Stock         Additional
                                        -------------------------    Paid-in        Stock        Retained
                                          Shares       Par Value      Capital      Options        Deficit         Total
                                        -----------   -----------   -----------   -----------   -----------    -----------
<S>                                     <C>           <C>           <C>           <C>           <C>            <C>
Balance, November 1, 2001 ...........     8,811,607   $     8,812   $ 4,299,487   $     5,228   $(3,958,834)   $   354,693
Common stock issued to a
   director for SAB seervices .......        10,000            10         2,090          --            --            2,100
Commonstock options
   granted for services .............          --            --            --             464          --              464
Net loss for the three months
   ended January 31, 2002 ...........          --            --            --            --        (104,721)      (104,721)
                                        -----------   -----------   -----------   -----------   -----------    -----------
            Balance, January 31, 2002     8,821,607   $     8,822   $ 4,301,577   $     5,692   $(4,063,555)   $   252,536
                                        ===========   ===========   ===========   ===========   ===========    ===========
</TABLE>

                                        6
<PAGE>

The Company  accounts  for all stock  options  under SFAS No. 123.  However,  as
permitted by SFAS No. 123, the Company treats stock options granted to employees
and stock options granted to non-employees,  differently.  Directors,  acting in
their capacity as directors, are included in the employee category.

The Company has elected to account for stock options  granted to employees under
the "intrinsic value method" whereby no compensation  expense is recorded if the
option's  exercise  price  equals or exceeds  the fair  value of the  underlying
stock.

The  Company  accounts  for  stock  options  granted  to  consultants  and other
providers under the "fair value method" whereby compensation expense is recorded
at the fair value of the option.

When the  intrinsic  value  method is elected  under SFAS No. 123,  compensation
expense is measured also under the fair value  method.  Such expense is excluded
from the determination of net income, but is reported on a "pro forma" basis.

Stock options - employees: intrinsic value method

During the three  months  ended  January 31,  2002,  the Company  granted  9,000
options to directors with exercise prices equal to the common stock market value
on the date of grant.  The weighted  average exercise price and weighted average
fair  value  of these  options  as of  January  31,  2002  were  $.19 and  $.13,
respectively. The options expire between December 11, 2011 and January 18, 2012.
Directors'  options are considered  employee options and are accounted for under
APB 25.

Pro forma information regarding net income and earnings per share is required by
SFAS 123 as if the Company had accounted for its granted stock options under the
fair value method of that  Statement.  The pro forma  figures  include  employee
options as if they were reported at fair value. The fair value for these options
was estimated at the date of grant using the Black-Scholes  option-pricing model
with the following assumptions:

                                        7
<PAGE>

           Risk-free interest rate ...............       2.00%
           Dividend yield ........................       0.00%
           Volatility factor .....................      50.00%
           Weighted average expected life .........    5 years


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

                                               Three Months Ended
                                                   January 31,
                                             ------------------------
                                               2002          2001
                                             ---------    -----------
      Net loss, as reported ..............   $(104,721)   $   (84,442)
                                             =========    ===========
      Pro forma net loss .................   $(106,113)   $  (117,193)
                                             =========    ===========

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

Stock options - non-employees: fair value method

During the three months  ended  January 31,  2002,  the Company  granted its SEC
attorney  options to purchase  3,000 shares of the Company's  common stock.  The
options' exercise prices range from $.14 to $.31 and expire between December 11,
2011 and January 18, 2012. The Company  determined the fair value of the options
in accordance with SFAS 123 and has recorded stock-based compensation expense of
$464 in the accompanying unaudited condensed financial statements.

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

                                        8
<PAGE>

                                     Options Outstanding
                                       and Exercisable               Weighted
                                 -----------------------------        Average
                                 Number of      Exercise Price    Exercise Price
                                   Shares         Per Share         Per Share
                                 ---------      --------------    --------------
Balance at October 31, 2001....    776,814      $.07 to $1.50     $   0.35
   Options granted ............     12,000      $.14 to $.31      $   0.19
   Options exercised ..........       --            N/A           $   --
   Options canceled ...........       --            N/A           $   --

                                 ---------
Balance at January 31, 2002        788,814      $.07 to $1.50     $   0.35
                                 =========


Note D: Commitments

Facilities lease

The Company entered into an operating lease agreement on May 15, 2001. Under the
lease,  the Company  receives the use of a laboratory  facility,  equipment  and
furnishings within the facility, common areas, and reception services. The lease
commenced June 1, 2001 and expired  August 31, 2001. The lease is  automatically
extended  at the end of the  initial  term  for the same  period  of time as the
initial  term,  up to a maximum of one year,  unless  either party gives written
notice to the contrary at least 60 days prior to the end of the initial term, as
extended.  Rent  payments of $1,872 are payable under the lease on or before the
first of each month.  Future minimum  payments under the facilities  lease total
$13,104 for the year ending October 31, 2002.

Capital lease

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

            November 1, 2000 through October 31,
            ------------------------------------
            2002 ................................   $ 4,657
            2003 ................................     4,657
            2004 ................................     4,657
            2005 and thereafter .................     7,373
                                                    -------
                                                    $21,344
                                                    =======

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

Note E: Subsequent event

                                        9
<PAGE>

Common stock

During February 2002, the Company sold 200,000 shares of its common stock to its
president for $36,000, or $.18 per share.

Common stock options

During  February  2002,  the Company  granted  1,500  options to directors  with
exercise prices equal to the common stock market value on the date of grant. The
options' exercise prices are $.18 per share and expire on February 13, 2012.

During February 2002, the Company  granted its SEC attorney  options to purchase
500 shares of the Company's common stock. The options'  exercise prices are $.18
per share and expire on February 13, 2012.

The Company had 790,814 common stock options outstanding after the above options
were granted.

Satisfaction of judgment

During  February  2002, the Company  received  $28,000 toward the payment of the
judgment filed on January 10, 2002 against Goodwin Biotechnology,  Incorporated.
The  Satisfaction of Judgment was filed in Arapahoe  County,  Colorado  District
Court  on  March  5,  2002.  The  $28,000  will  be  recorded  as a gain  on the
satisfaction  of judgment in the Company's  April 30, 2002  quarterly  financial
statements.


ITEM 6. Management's Discussion and Analysis or Plan of Operation

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

     This section discusses the financial  condition and results of operation of
Vitro  Diagnostics,  Inc.  (the  "Company")  at  January  31,  2002  and for the
three-month  periods ending January 31, 2002 and 2001.  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, 2001,  including the
audited financial statements and notes contained therein.

     Certain statements  contained herein and subsequent oral statements made by
and 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 the other  factors set forth in the  Company's
Annual  Report on Form 10-KSB for the fiscal  year ended  October 31, 2001 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.

                                       10
<PAGE>


Liquidity and Capital Resources

     The Company  currently has a shortage of working capital and liquidity.  At
January 31,  2002,  the Company had working  capital of $52,583,  consisting  of
current assets of $59,821 and current  liabilities of $7,238.  This represents a
decrease in working  capital of $106,402  from fiscal year end October 31, 2001.
The decrease in working capital represents cash spent on, as well as liabilities
accrued for, operations during the quarter. Current assets decreased by $130,633
and current liabilities also decreased by $24,231. However, the Company realized
an increase in capital resources of $64,000 during February 2002 through sale of
Company stock in the amount of $36,000,  and proceeds  from the  settlement of a
lawsuit in the amount of $28,000.

     During the first  fiscal  quarter  ended  January 31, 2002,  the  Company's
operations  used,  rather than provided,  cash.  During that time, the Company's
operations  used  $122,092  compared to the use of $131,248  cash by  operations
during the first quarter ended January 31, 2001. This results from the fact that
the Company presently has no revenue to offset its expenses.

     The  Company  has  been   vigorously   exploring  a  number  of   strategic
relationships  in an effort to  supplement  its  existing  working  capital  and
commercialize its technology. Most of these discussions have centered on efforts
to establish research collaborations that would immediately inject cash into the
Company to support  its  research  initiatives  in cell  immortalization  and to
capitalize on the  intellectual  property owned by the Company.  The Company has
received several indications of interest,  but has so far been unable to convert
this  interest into  definitive  agreements.  These  efforts  continue as of the
filing of this report.  The Company is also pursuing  additional  research grant
support through federal and private granting  agencies to support its continuing
research efforts.

     While pursuing additional  funding,  the Company has recently curtailed its
operations by reducing personnel and R&D expenses and minimizing  administrative
and other expenses  resulting in an overall reduction of operating  expenditures
by about 50%.  However,  the Company may expend its remaining  capital resources
unless  another  source can be  located.  Based upon its  available  capital and
expenditures  anticipated  in the  near-term,  management  anticipates  that the
Company currently has sufficient  working capital to last through the end of its
third fiscal quarter,  July 31, 2002. The Company is actively seeking additional
capital resources to fulfill its needs, including research grant funding, equity
investment,   pursuit   of   strategic   alliances   or  other   inter-corporate
relationships and other  capitalization  opportunities  that may be available to
the Company.  Please refer to the Company's Form 10-KSB for fiscal year 2001 for
additional detailed description concerning these capitalization initiatives.

Results of Operations

     During the first quarter ended January 31, 2002, the Company realized a net
loss of $104,721,  which was $0.01 per share, on no revenue.  The net loss is an
increase of $20,279 from the net loss for the first  quarter  ended  January 31,
2001.  The increase in net loss is mostly  attributable  to  increased  selling,
general and  administrative  expenses,  $41,976  verses  $28,275 for the quarter
ended January 31, 2001.  This increase in turn  reflects  increased  payroll and
insurance expenses. The Company presently has two full-time employees.

     Also,  R&D expenses were higher in the first quarter 2002 than in the first
quarter 2001 due to additional research activities in cell immortalization.  The
research and development expenses for the first quarter of fiscal year 2002 were
$60,720,  an increase of $4,298 over those incurred  during the first quarter of
year 2001.


PART II. OTHER INFORMATION

ITEM 2. Changes in Securities and Use of Proceeds
-------------------------------------------------

     In December 2001, the Company issued 10,000 shares of its common stock to a
single individual, which issuance was not registered under the Securities Act of
1933.  The shares were issued to a consultant  who agreed to provide  scientific
advice to the Company as a member of its Advisory Board.

                                       11
<PAGE>


     The transaction was accomplished pursuant to the provisions of Section 4(2)
of the Securities Act. The individual was provided information about the Company
similar to what would be included in a  registration  statement  and the Company
obtained  representations  that the individual was able to understand the merits
and risks of the investment and to bear the financial  risks of the  investment.
No  underwriting  discounts  or  commission  were  paid in  connection  with the
transaction.

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.

                                       12
<PAGE>



                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 19, 2001.

                                         Vitro Diagnostics, Inc.


                                         By:  /s/ James R. Musick
                                              --------------------------------
                                              James R. Musick, President and
                                              Chief Executive Officer


     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report has been signed below by the  following  persons on behalf of the Company
in the capacity indicated on March 19, 2001.

                                         Principal Financial Officer:


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

                                       13