FORM 10-QSB

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


(X)  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

For the quarter ended July 31, 2000

                                       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)


8100 Southpark Way, Bldg B-1 , Littleton, Colorado              80120
-------------------------------------------------------------------------
     (Address of principal executive offices)               (Zip  Code)


                                 (303) 798-6882
             -------------------------------------------------------
              (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act: None

Securities registered  pursuant to Section 12(g) of the Act: Common Stock, $.001
                                                             par value


     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 each of the issuer's classes of common
equity as of September 15, 2000, was 8,509,305.


<PAGE>


PART I - FINANCIAL INFORMATION

                             Vitro Diagnostics, Inc.
                                 Balance Sheets

                                     Assets

                                           (Unaudited)        (Audited)
                                            July 31,         October 31,
                                              2000              1999
                                           ------------     -------------
Current Assets

     Cash Equivalents                      $  250,000       $   44,291
     Note Receivable                          450,000
     Accounts Receivable                         -             108,527
     Inventories                                 -             516,011
     Prepaid Expense                             -              68,255
     Current portion of note receivable          -               1,441
                                           ------------     -------------

     Total Current Assets                     700,000          738,525

Property, Plant and Equipment

     Leasehold Improvements                      -              27,645
     Office Equipment & Furniture                -              14,793
     Lab & EDP Hardware & SW                     -             136,128

Total Cost                                       -             178,566
     Less Depreciation                           -            (147,490)
                                           ------------     -------------
    Net Property & Equipment                     -              31,076

Other  Assets

     Deposits                                    -               6,925
     Note Receivable, net of current             -               5,059
     Inventory - Non Current                     -              51,471
     Patents                                  144,539          103,335
                                           ------------     -------------
    Total Other Assets                        144,539          166,791
                                           ------------     -------------

    Total Assets                           $  844,539          $936,393
                                           ============     =============



<PAGE>



                             Vitro Diagnostics, Inc.
                                 Balance Sheets

                        Liabilities & Stockholders Equity


                                           (Unaudited)        (Audited)
                                             July 31,        October 31,
                                               2000             1999
                                           ------------     -------------
Current Liabilities

     Accounts Payable                      $      -          $    16,899
      Salaries & Wages Payable                    -                 -
     Payroll Taxes Payable                        -                5,925
     Accrued Expenses                             -                1,032
     Current portion of Note Payable              -               36,640
                                           ------------     -------------
     Total Current Liabilities                    -               60,496

     Note Payable, net of current portion         -              105,432

Shareholders' Equity
     Common Stock:  500,000,000 Shares
     Authorized, par $.001;
     8,455,087 shares outstanding
     at 10/31/99 and 07/31/00                  283,036           283,036
     Paid in Capital in Excess of Par        3,656,593         3,656,593
     Accumulated Deficit                    (3,095,090)       (3,169,164)
                                           ------------     -------------
     Total Shareholders' Equity                844,539           770,465
                                           ------------     -------------
    Total Liabilities and

    Shareholders' Equity                   $   844,539       $   936,393
                                           ============     =============

The accompanying notes are an integral part of the financial statements.


<PAGE>


<TABLE>

                             Vitro Diagnostics, Inc.
                             Statement of Operations
<CAPTION>

                                   (Unaudited)

                                                  Three Months Ended               Nine Months Ended
                                                       July 31,                         July 31,
                                            ---------------------------         ------------------------
                                              2000              1999               2000          1999
                                            -----------     -----------         ----------    ----------
<S>                                         <C>             <C>                 <C>           <C>
Revenue

     Product Sales                          $    -          $    -              $    -        $   -
                                            -----------     -----------         ----------    ----------
    Gross Revenue                                -               -                   -            -
    Cost of Sales
    Product                                      -               -                   -            -
                                            -----------     -----------         ----------    ----------

    Total Cost of Sales                          -               -                   -            -
                                            -----------     -----------         ----------    ----------

    Gross Profit                                 -               -                   -            -

    Operating Expenses
    Selling, General &

      Administrative                            9,016            -                27,511        12,500

     Research and Development                  62,233          56,634            228,703       193,006
                                            -----------     -----------         ----------    ----------

    Total Expenses                             71,249          56,634            256,214       205,506
                                            -----------     -----------         ----------    ----------

    Gain (loss) from Operations               (71,249)        (56,634)           (256,214)    (205,506)
                                            -----------     -----------         ----------    ----------

Other Income (Expense)
    Other Income                                1,542           1,650               5,027        4,425
    Interest Expense                           (7,046)        (29,811)            (20,894)     (46,287)
    Accounting Change                               -            -                (305,691)       -
    Penalties Expense                            (253)           -                   (305)        -
                                            -----------     -----------         ----------    ----------

    Total Other Income and (Expense)           (5,757)        (28,161)           (321,863)     (41,862)
                                            -----------     -----------         ----------    ----------
Discontinued operations
    Gain on disposal of assets                467,232            -                467,232         -
    Income from operations                     17,722          66,368             184,917      343,251
                                            -----------     -----------         ----------    ----------
    Total from discontinued Operations        484,954          66,368             652,149      343,251

       Net Gain (loss)                      $ 407,948       $ (18,427)          $  74,072     $ 95,883
                                            ===========     ===========         ==========    ==========

       Gain Per Share of Common Stock
          (7,318,228 Shares outstanding
          at 07/31/99 and 8,455,087
          outstanding at 07/31/00)

From continuing operations                  $   (0.01)      $   (0.01)          $   (0.07)    $  (0.03)
From discontinued operations                $    0.06       $    0.01           $    0.08     $   0.04
Net Gain (loss)                             $    0.05       $    0.00           $    0.01     $   0.01
                                            ===========     ===========         ==========    ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.


<PAGE>


<TABLE>

                             Vitro Diagnostics, Inc.
                            Statements of Cash Flows
<CAPTION>

                                                     Nine Months Ending         Twelve Months Ending
                                                       07/31/00                      10/31/99
                                                       (Unaudited)                  (Audited)
                                                     ------------------         --------------------

Cash Flows from Operating Activities

<S>                                                  <C>                        <C>
    Net Income (Loss)                                $   74,074                 $    (140,803)
    Adjustments to Reconcile Net
    Income to Net Cash Provided
    by Operating Activities:
         Depreciation & Amortization                      6,520                        13,763
         Gain on sale of assets                        (467,232)
         Expenses Incurred for Stock                       -                           27,300
    Changes in Assets & Liabilities:
         Decrease (increase) in-
           Accounts Receivable                          (99,615)                        9,839
           Inventories                                  397,016                       (98,668)
           Prepaid Expenses                              11,880                        (4,712)
           Deposits                                                                    15,411
         (Decrease) increase in-
           Accounts Payable                              48,591                       (68,140)
           Salaries & Wages Payable                         300                          -
           Payroll Taxes Payable                         (5,428)                       (2,365)
           Accrued Expenses                                -                           (2,365)
                                                     ------------------         --------------------

     Net Cash Provided (Used) by
        Operating Activities                            (33,893)                     (241,760)
                                                     ------------------         --------------------

    Cash Flows From Investing Activities

         Proceeds from sale of assets                   243,483
         Capital Expenditures                           (29,683                       (17,953)
         Patents                                        (41,204)                      (48,612)
         Increase in note receivable                                                   (6,825)
         Payments on note receivable                      6,500                           325
                                                     ------------------         --------------------

     Net Cash Provided (Used) by
         Financing Activities                           179,096                       (73,065)
                                                     ------------------         --------------------

     Cash Flows from Financing Activities

         Proceeds from Note Payable, Bank                60,506                       150,000
         Payments on Notes Payable, Bank                                               (7,928)
         Payments on Short Term Notes Payable                                        (154,708)
         Sales of common stock                                                        376,000
                                                     ------------------         --------------------

         Net Cash from Investing Activities              60,506                       363,364
                                                     ------------------         --------------------

         Net Increase (Decrease) in Cash                205,709                        48,539
         Cash (Bank Overdraft) Beginning                 44,291                        (4,248)
                                                     ------------------         --------------------

         Cash Ending                                 $  250,000                 $      44,291
                                                     ==================         ====================

Supplemental disclosures of cash flow information

Cash paid during the year for:

         Interest                                    $   20,894                 $      51,854
                                                     ==================         ====================
</TABLE>


    The accompanying notes are an integral part of the financial statements.


<PAGE>

                             Vitro Diagnostics, Inc.
                        Notes to the Financial Statements

                            July 31, 2000 (Unaudited)


Note 1- Unaudited Financial Information

     The  information  furnished  herein was taken from the books and records of
the Company without audit. The Company believes,  however,  that it has made all
adjustments necessary to reflect properly the results of operations for the nine
month interim  periods ended July 31, 2000 and 1999.  The  adjustments  consists
only of normal  reoccurring  accruals.  The results of  operations  for the nine
month interim period ended July 31, 2000 are not  necessarily  indicative of the
results to be expected for the year ended October 31, 2000.


Note 2 -  Financial Statements

     Management has elected to omit  substantially all footnotes relating to the
condensed  financial  statements  of the Company  included in the report.  For a
complete set of footnotes,  reference is made to the Company's  Annual Report on
Form 10-KSB for the year ended October 31, 1999 as filed with the Securities and
Exchange Commission and the audited financial statements included therein.


Note 3 -  Change in Accounting Policy

     As of November 1, 1999, the Company changed its method of determining  cost
of its finished goods  inventory from a method based on costs as a percentage of
gross  selling  price  to  cost  determined  by a  study  of  the  manufacturing
processes.  Management believes that the new method results in a closer matching
of costs  associated  with the  products,  thereby  reflecting a more  realistic
picture of the  Company's  financial  progress.  The effect of the change was to
increase income for the quarter ended July 31, 2000 by $14,749 ($0.00 per share)
and to increase  income for the three  quarters  ended July 31, 2000 by $155,039
($0.02  per  share).  The  cumulative  effect of the  change  on prior  years of
$(305,691)  ($.04 per share) is a one time  charge to income.  Proforma  amounts
showing the effect of applying the new method retroactively are as follows:

                                    Quarter      Year to Date

Net income (loss)                   $422,697      $229,111

Income(loss) per common share      $    0.05      $   0.03

Management  is unable to  determine  the effect of the change had it occurred on
November 1, 1998 on the quarter ended July 31, 1999.


<PAGE>


Note 4 - Sales of business segment

     In a transaction  which closed August 7, 2000,  the Company sold all of the
assets of its antigen  division to a private  company  controlled  by the former
president and a director.  The transaction was effective for accounting purposes
on July 31, 2000. In exchange for the assets,  the  purchaser  agreed to pay the
Company $700,000 and assume  substantially  all of its liabilities.  At closing,
the Company received $250,000 cash and a promissory note in the principal amount
of $450,000 payable September 7, 2000. In addition, the purchaser assumed all of
the Company's  liabilities  except for certain excluded  liabilities  associated
with the business and assets retained.  The recorded liabilities assumed totaled
approximately $270,000. The Company is contingently liable for those liabilities
until  they  are  satisfied  by  the  purchaser.   The  total  sales  price  was
approximately  $970,000.  The  gain  recorded  on the  sales  was  approximately
$467,232.

     The operations of the antigen division have been presented in the statement
of operations as discontinued  operations.  The presentation of the discontinued
operations  includes only the net results of its  operations and the gain on its
disposal.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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

     This section discusses the financial  condition and results of operation of
Vitro  Diagnostics,  Inc. (the "Company") at July 31, 2000 and for the three and
nine  month  periods  ending  that  date.  This  information  should  be read in
conjunction  with the  information  contained in the Company's  Annual Report on
Form 10-KSB for the fiscal year ended  October 31, 1999,  including  the audited
financial statements contained therein.

     In a transaction  which closed August 7, 2000,  the Company sold all of the
assets of its antigen division to AspenBio, Inc., a private Colorado corporation
("Purchaser").  This  transaction was effective for accounting  purposes on July
31, 2000. In exchange for the assets,  the Purchaser  agreed to pay $700,000 and
assume  substantially all of the liabilities then outstanding.  At closing,  the
Company received  $250,000 cash and a promissory note in the principal amount of
$450,000 payable  September 7, 2000,  which was subsequently  paid. In addition,
the Purchaser  assumed all outstanding  liabilities  except for certain excluded
liabilities  associated with the business and assets retained. As of the date of
closing,  the total assumed  liabilities, including  $283,726 of facilities  and
equipment  leases,  totaled  approximately  $553,726 on an unaudited  basis. The
Purchaser  agreed to pay all of these  liabilities  as they  become  due. If not
sooner paid, the Purchaser  agreed to pay the liabilities  within ninety days of
closing, or to obtain a release of the Company.


<PAGE>


     The assets  included in this sale were all of the assets  formerly  used in
the antigen  division.  These assets  include  equipment,  furniture,  fixtures,
inventory, accounts receivable and intangible assets associated with the antigen
division.  These assets were  formerly used to produce and  distribute  antigens
primarily for diagnostic  purposes.  Following the sale, we retained patents and
other  intellectual  property used or proposed to be used in  connection  with a
therapeutic  business.  The  Company  intends to continue  that  business in the
future.

     Certain statements contained herein constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements include, without limitation, statements regarding the
Company's  plan of  business  operations,  potential  contractual  arrangements,
anticipated revenues and related  expenditures.  Factors that could cause actual
results to differ materially include, among others, the following: acceptability
of the Company's products in the market place, general economic conditions,  and
the  overall  state of the  biotechnology  industry.  Most of these  factors are
outside the control of the Company.  Investors  are  cautioned  not to put undue
reliance  on  forward  looking  statements.  Except  as  otherwise  required  by
applicable securities statutes or regulations,  the Company disclaims any intent
or obligation to update publicly these forward looking statements,  whether as a
result of new information, future events or otherwise.


Liquidity and Capital Resources
-------------------------------

     At July 31, 2000, the Company had working  capital of $700,000,  consisting
of $700,000 of current  assets and no current  liabilities.  The current  assets
which  existed at that time  represent  the  proceeds  from sale of the  antigen
division which was sold effective July 31, 2000, as more specifically  described
above.  This sale produced an increase in working capital of $21,971 from fiscal
year end October 31, 1999.  Current  assets  decreased by $38,525  while current
liabilities  decreased  by  $60,496.  In  addition,  the  agreement  of purchase
requires  the  Purchaser  to assume all of the  liabilities,  including  certain
off-balance sheet items such as equipment and facilities leases,  except certain
excluded liabilities. Management believes that this transaction will provide the
Company  with  needed  cash and  relieve  it of  liabilities  in order to devote
resources  to  further  develop  its  therapeutic  business.  Assumption  of the
liabilities  is contingent on the Purchaser  paying them or removing the Company
as a responsible party on or before November 7, 2000. Assuming that is the case,
management  is of the  opinion  that the  Company  will not  require  additional
capital from outside sources to finance its capital requirements for the balance
of fiscal 2000 and 2001.  However,  management  believes  that the Company  will
require  additional  funds in the future to continue  efforts at developing  its
therapeutic  business  and gaining  FDA  approval  of its  proposed  therapeutic
products.

     Historically,  the Company  has relied on  borrowing  to  maintain  its R&D
department and finance necessary research and development,  since its operations
used,  rather than  provided  cash.  During the six month period ended April 30,
2000, the most recent  accounting  period prior to sale of the antigen division,
operations  used  $162,000 of cash.  This cash  out-flow was  addressed  through
borrowing,  as the Company borrowed  $172,000 during that six month period. As a
result,  a primary  motivation for the sale of the antigen division was the cash
it would produce and the anticipated elimination of liabilities.


<PAGE>


Results of Operations
---------------------

     For the nine months ended July 31, 2000, the Company realized net income of
$74,072, or $0.01 per share,  including a gain on the disposition of its antigen
business. Results for the three months then ended, including that gain, were net
income of $407,948,  or $0.05 per share.  The operation of the antigen  business
has been presented as discontinued operations. Overall results for the three and
nine month periods  ended July 31, 2000  therefore  include  income or loss from
operations, other income or expense and gain or loss on discontinued operations.

     The  Company  realized a gain of  $467,232  on the  disposal of its antigen
business.  Coupled  with the net loss  from  operations  of  $71,249  and  other
expenses,  including a charge for a change in accounting for costs of goods sold
of $5,757,  the Company  realized  net income of $407,948  for the three  months
ended July 31, 2000. The loss from  operations of $256,214 and other expenses of
$321,863, produced net income of $74,072 for the nine month period.

     Profit margin from sales of the Company's  product decreased from the first
nine months of 1999, from 72% for the nine months ended July 31, 1999 to 68% for
the  nine  months  ended  July  31,  2000.  Management  believes  that  this  is
attributable to increased sales at discounted prices. Also, selling, general and
administrative  expenses  increased from 1999 to 2000 by approximately  $15,000.
Research and development increased  approximately $36,000 as result of increased
expenditures related to the Company's cell immortalization research.


<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, on September 20, 2000.

                                            Vitro Diagnostics, Inc.

                                      By:  /s/ James R. Musick
                                           ------------------------------
                                               James R. Musick, President

     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 capacities indicated on September 20, 2000.


                                     Principal Executive and Financial Officer:

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