2

                                   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, 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 March 15, 2005 was 10,620,555.




<PAGE>



                             VITRO DIAGNOSTICS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                           Page
                                                                           ----

Item 1.   Condensed Balance Sheet, January 31, 2005 (unaudited)              3

          Condensed Statements of Operations for the three
          months months ended January 31, 2005 and 2004
          (unaudited)                                                        4

          Condensed Statements of Cash Flows for the three
          months ended January 31, 2005 and 2004 (unaudited)                 5

          Notes to the Condensed Unaudited Financial Statements              6

Item 2.   Management's Discussion and Analysis or Plan of
          Operation                                                          9

PART II - OTHER INFORMATION

Item 2.   Changes in Securities                                             12
Item 3.   Controls and Procedures                                           12
Item 5.   Other Information                                                 12

Signatures                                                                  13

Item 6.   Index to Exhibits                                                 14

                                       2
<PAGE>


                             VITRO DIAGNOSTICS, INC.
                             Condensed Balance Sheet
                                January 31, 2005

Assets
Current assets:
     Cash ...................................................          $ 16,752
     Accounts receivable ....................................             1,405
     Inventory, at cost .....................................             3,383
     Prepaid consulting fees (Note F) .......................           100,000
                                                                       --------
                                           Total current assets         121,540

Equipment, net of accumulated depreciation ....................           2,219
Patents, net of accumulated amortization ......................          22,476
Deferred costs ................................................          32,000
Deposit .......................................................           3,744
                                                                       --------

                                                                       $181,979
                                                                       ========

Liabilities and Shareholders' Deficit
Current liabilities:
     Current maturities on note payable (Note E) ..............        $  6,000
     Current maturities on capital lease obligation (Note E) ..           3,983
     Accounts payable .........................................          17,970
     Due to officer (Note B) ..................................           3,537
     Note payable to officer (Note B) .........................          52,200
     Accrued interest payable to officer (Note B) .............           7,872
     Accrued salaries (Note B) ................................         158,697
     Lines of credit (Note D) .................................          78,434
     Other accrued expenses ...................................           2,900
                                                                       --------
                                      Total current liabilities         331,593

Long-term debt (Note E):
     Note payable, less current maturities ....................           4,806
     Capital lease obligation, less current maturities ........           1,496
                                                                       --------
                                              Total liabilities         337,895
                                                                       --------

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................................       4,527,078
     Officer loan to exercise options, including
        $904 of accrued interest (Note B)......................          (2,444)
     Common stock options......................................           8,003
     Accumulated deficit.......................................      (4,699,174)
                                                                      ---------
                                    Total shareholders' deficit        (155,916)
                                                                      ---------

                                                                      $ 181,979
                                                                      =========

      See accompanying notes to unaduited, condensed financial statements

                                       3
<PAGE>

<TABLE>
<CAPTION>

                                                     VITRO DIAGNOSTICS, INC.
                                              Condensed Statements of Operations

                                                                                           For the Three Months Ended
                                                                                                   January 31,
                                                                                         -------------------------------
                                                                                              2005              2004
                                                                                         ------------       ------------
<S>                                                                                      <C>                <C>
Product sales .....................................................................      $      1,127       $     --
                                                                                         ------------       ------------

Operating costs and expenses:
     Research and development .....................................................            21,761              9,970
     Selling, general and administrative ..........................................            12,593             27,609
                                                                                         ------------       ------------
                                                 Total operating costs and expenses            34,354             37,579
                                                                                         ------------       ------------
                                                               Loss from operations           (33,227)           (37,579)

Other income (expense):
     Consulting fees ..............................................................              --                 --
     Interest income, officer loan (Note B) .......................................                19                 64
     Interest expense .............................................................            (5,599)            (2,792)
                                                                                         ------------       ------------
                                                           Loss before income taxes           (38,807)           (40,307)

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

                                                                           Net loss      $    (38,807)      $    (40,307)
                                                                                         ============       ============

Basic and diluted net loss per common share .......................................      $      (0.00)      $       --
                                                                                         ============       ============
Shares used in computing basic and diluted net loss per common share ..............        10,220,555          9,594,305
                                                                                         ============       ============

                                See accompanying notes to unaudited, condensed financial statements

                                                             4
<PAGE>


                                            VITRO DIAGNOSTICS, INC.
                                      Condensed Statements of Cash Flows

                                                                                         For the Three Months Ended
                                                                                                January 31,
                                                                                         --------------------------
                                                                                           2005             2004
                                                                                         --------          -------

Net cash used in operating activities ..........................................         $(18,736)         $(14,790)
                                                                                         --------          --------

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

Cash flows from financing activities:
     Proceeds from issuance of loan payable (Note B) ...........................            2,200              --
     Principal payments on notes payable .......................................           (1,000)             --
     Proceeds from line of credit, net .........................................            9,589             7,894
     Principal payments on capital lease .......................................             (889)             (742)
     Proceeds from common stock options exercised ..............................             --              10,000
     Proceeds from sale of common stock ........................................           20,000              --
                                                                                         --------          --------
                                       Net cash provided by financing activities           29,900            17,152
                                                                                         --------          --------

                                                              Net change in cash            9,564             1,761
Cash, beginning of period ......................................................            7,188              --
                                                                                         --------          --------
                                                             Cash, end of period         $ 16,752          $  1,761
                                                                                         ========          ========

Supplemental disclosure of cash flow information: Cash paid during the period
     for:
        Interest ...............................................................         $  3,425          $  1,859
                                                                                         ========          ========
        Income taxes ...........................................................         $   --            $   --
                                                                                         ========          ========

                            See accompanying notes to unaudited, condensed financial statements

                                                           5

</TABLE>



<PAGE>

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 three months ended January 31, 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 January 31, 2005. The $3,537 is
included in the accompanying condensed financial statements as "Due to officer".

Notes payable

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 $55 at
January 31, 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
$292 at January 31, 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
$1,417 at January 31, 2005.

During May 2003, the president loaned the Company $10,000 for working capital in
exchange for a promissory note. The note matures in May 2005 and carries a 10
percent interest rate. Accrued interest payable on the loan totaled $1,708 at
January 31, 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 $4,400 at January 31, 2005. The note is collateralized
by a first lien on the Company's patents related to FSH purification.

Accrued salary

During May 2002, the Company began accruing its president's salary due to a lack
of working capital. The president's unpaid salary totaled $158,697 as of January
31, 2005 and is included in the accompanying condensed financial statements as
"Accrued salaries".

                                       6

<PAGE>


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
January 31, 2005, the vice president earned $12,460 in compensation, which was
allocated against the balance due on the loan. At January 31, 2005, the
principal and related accrued interest owed on the loan totaled $1,540 and $904,
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 three months ended January 31, 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.

Note D:  Lines of Credit

The Company has a $10,000 line of credit of which $554 was unused at January 31,
2005. The interest rate on the credit line was 14.25% at January 31, 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 $6,312 was unused at January 31, 2005. The interest rates on the credit
cards range from 9.74% to 20.83% as of January 31, 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 three months ended January 31, 2005, the
Company incurred an additional $2,771 in legal fees and paid $1,000 against the
principal balance. As of January 31, 2005, the Company owed $10,806 on the note.
Future maturities of the note are as follows:

                                       7
<PAGE>


                   Period ended January 31,
                   ------------------------

                        2005 .........................   $ 6,000
                        2006 .........................     4,806
                                                         -------
                                                         $10,806
                                                         =======


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 January 31,
                   ------------------------

                        2005 .........................   $ 3,983
                        2006 .........................     2,227
                                                         -------
                                                         $ 6,210
                        Less: imputed interest ........     (731)
                                                         -------
                        Present value of net
                         minimum lease payments .......  $ 5,479
                                                         =======

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 three months
ended January 31, 2005:
<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
Interest accrued on officer's
  equity loan                            --            --            --             (19)          --            --              (19)
Net loss for the three months
  ended January 31, 2005                 --            --            --            --             --         (38,807)       (38,807)
                                  -----------   -----------   -----------   -----------    -----------   -----------    -----------
  Balance, January 31, 2005        10,620,555   $    10,621   $     8,003   $    (2,444)   $ 4,527,078   $(4,699,174)   $  (155,916)
                                  ===========   ===========   ===========   ===========    ===========   ===========    ===========

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

                                       8

<PAGE>


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 January 31, 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 Ourstanding and Exercisable
                                    -----------------------------------   Weighted Average
                                      Number of       Exercise Price       Exercise Price
                                        Shares           Per Share           Per Share
                                        ------           ---------           ---------

Balance at October 31, 2004 .......     437,629         $.08 to $.81          $  0.21
  Options granted .................        --              $0.00              $   --
  Options exercised ...............        --              $0.00              $   --
  Options expired/cancelled .......        --              $0.00              $   --
                                        -------                               --------
Balance at January 31, 2005 .......     437,629         $.08 to $.81          $  0.21
                                        =======
</TABLE>


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

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

     This section discusses the financial condition of Vitro Diagnostics, Inc.
(the "Company") at January 31, 2005 and the results of operations for the
three-month periods ending January 31, 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.

                                       9

<PAGE>


Liquidity and Capital Resources

     The Company continues to have a shortage of working capital and liquidity.
At January 31, 2005, the Company had a working capital deficit of $210,053,
consisting of current assets of $121,540 and current liabilities of $331,593.
This represents an increase in working capital of $77,135 from fiscal year end
October 31, 2004. The increase in working capital represents increases in
current assets due to increased cash and prepaid consulting costs, while current
liabilities increased less.

     Current assets increased by $106,472 and current liabilities increased by
$29,336 during the quarter ended January 31, 2005. The increase in current
assets was primarily related to prepaid consulting fees, which, although
potentially useful to our future, will not help defray operating expenses. The
Company continues to operate with limited cash obtained through debt and equity
financing. The Company reported a $155,916 deficit in shareholder's equity at
January 31, 2005, which is an $81,174 decrease in the deficit reported on
October 31, 2004.

     During the three months ended January 31, 2005, the Company's financing
activities provided cash to support our operating and investing activities.
During that time, the Company's operations used $18,736 compared to the use of
$14,790 cash by the operations during the three months ended January 31, 2004.
The Company reported an overall increase in cash for the first three months of
2005 of $9,564 that was $7,803 greater than the increase in cash for the first
three months of 2004. The increased use of cash during the first quarter of 2005
reflects additional expenses related to patent legal expenses and general
increases in debt service required to maintain the Company's increased debt. The
use of cash reflects minimum cash requirements of about $6,250/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
president. Cash requirements for operations has been cut to a minimum level by
previous cost reduction measures and is unlikely to be further reduced without
additional curtailment or suspension of operations.

     The Company has $13,102 in available debt and cash at the present time and
is also filling a purchase order for approximately $16,000, which is described
in greater detail in the Results of Operations. Based on present expenditure
levels and assuming no additional equity funding and that revenues are derived
from present purchase orders, management believes that there is sufficient
capital to maintain operations at the present level through approximately June
30, 2005.

     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 and the Company now has a distribution contract for
select VITROCELL(TM) products. Through its contract with Chemicon International,
Inc., the Company is presently filling its first substantial order as described
elsewhere in this report. The Company has also hired a firm to assist it in
raising capital, investor and public relations. Through this contract with
Sussex Avenue Partners, the Company hopes to improve liquidity of its stock and
attract outside equity investments. The Company is also pursuing other

                                       10

<PAGE>


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, sale of assets or other
transactions that may be appropriate.

Results of Operations

     During the three months ended January 31, 2005, the Company realized a net
loss of $38,807, which was less than $0.01 per share, on $1,127 in product
revenue. The net loss was $1,500 less than the net loss for the first quarter
ended January 31, 2004, but the overall results of the first quarter for fiscal
year 2004 and 2005 were comparable. The Company had previously curtailed its
operations substantially and now has one full-time employee. Total operating
expenses were $4,352 less in the first quarter 2005 than the comparable period
in 2004. Additional interest expense offset this expense reduction and product
revenue resulted in the slight decrease in net loss for the first quarter of
2005 compared to the first quarter of 2004. These products were sold directly to
customers and not through the Company's agreement for distribution of select
VITROCELL(TM) products.

     Research and development expenses were $21,761 for the first quarter of
fiscal 2005, which represents an increase of $11,791 compared to R&D expenses
during 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 is now focused on the development of
insulin-producing human beta cell lines for use in research efforts to extend
cell therapeutic approaches to the treatment of type I diabetes. 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 towards providing cell lines
for further research uses and eventually, for possible use as a source of beta
cells for transplantation.

     Also, during the first quarter of 2005, the Company received its first
significant order for the VITROCELL(TM) products through its distribution
agreement with Chemicon International, Inc. The purchase order was for about
$16,000 consisting of five different catalog items of the VITROCELL(TM) product
line. The Company has now completed the manufacturing of the required finished
goods and subjected these products to quality control procedures according to
required standards. All of these materials reached the criteria required for
release into commercial distribution and the Company is now preparing to ship
these materials to Chemicon.

                                       11


<PAGE>


                           PART II. OTHER INFORMATION

Item 2.  Changes in Securities

     During the fiscal quarter ended January 31, 2005, the President purchased
100,000 shares of restricted common stock of the Company. The purchase price was
$0.20/share. The Company also issued 500,000 shares of its restricted common
stock to Sussex Avenue Partners as compensation for its consulting agreement
with the Company involving locating capital investment in the Company, investor
and public relations. The common stock was valued at $0.20 per share based on
the traded market value of the stock.

     The Company issued these shares directly, and paid no commission in
connection with the issuance. The Company relied on the exemption from
registration provided by Section 4(2) of the 1933 Act, as the individual was
afforded access to the type of information that would be contained in a
registration statement. The individual was aware of the risks of the
transaction, and the Company had a pre-existing relationship with this
individual. The certificates representing the shares were issued with a legend
restricting transfer of the underlying shares, and stop transfer instructions
were issued to the Company's transfer agent.

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 January 31, 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.

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 15, 2004.


                                           Vitro Diagnostics, Inc.



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

                                       13
<PAGE>


Item 6.  Index to Exhibits


Exhibit
Number        Description
------        -----------

31       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.

                                       14