FORM 10-QSB/A
                                 AMENDMENT NO. 1

                                  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 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)


     Check 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 January 29, 2001, was 8,534,835.


<PAGE>

                             VITRO DIAGNOSTICS, INC.

                                      Index

                                                                           Page
                                                                           ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements*

            Restated condensed balance sheet, July 31, 2000 (unaudited)       3

            Restated condensed statements of operations for the three and
            nine months ended July 31, 2000 and 1999 (unaudited)              4

            Restated condensed  statements of cash flows for the three and
            nine months ended July 31, 2000 and 1999 (unaudited)              5

            Notes to restated condensed financial statements                  6

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operation                                          9

Part II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K                                 11

SIGNATURES                                                                   12


* The accompanying restated condensed financial statements are not covered by an
  Independent Certified Public Accountant's report.


<PAGE>

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


                        Restated Condensed Balance Sheet
                                   (Unaudited)

                                  July 31, 2000

ASSETS
Current Assets:

      Cash and cash equivalents ..........................          $   225,000
      Note receivable ....................................              450,000
      Deposit ............................................               24,000
                                                                    -----------
                Total current assets                                    699,000

Patents, net .............................................              144,539
                                                                    -----------

                        TOTAL ASSETS                                $   843,539
                                                                    ===========
SHAREHOLDER'S EQUITY

Common stock .............................................          $     8,455
Additional paid-in capital ...............................            4,285,944
Retained deficit .........................................           (3,450,860)
                                                                    -----------

          TOTAL SHAREHOLDERS' EQUITY                                $   843,539
                                                                    ===========

       See accompanying notes to restated condensed financial statements

                                        3
<PAGE>

<TABLE>

                   Restated Condensed Statements of Operations
                                   (Unaudited)
<CAPTION>

                                                         Three Months Ended             Nine Months Ended
                                                               July 31,                       July 31,
                                                     ---------------------------------------------------------

                                                         2000           1999           2000            1999
                                                     ------------   ------------   ------------   ------------
Revenue:
<S>                                                  <C>            <C>            <C>            <C>
     Product sales ...............................   $   251,409    $   149,368    $   821,564    $   777,613
     Cost of goods sold ..........................       100,314         18,695        346,604        220,158
                                                     ------------   ------------   ------------   ------------
                                      Gross profit       151,095        130,673        474,960        557,455
                                                     ------------   ------------   ------------   ------------

Operating expenses:
     Selling, general and administrative .........       112,569         64,305        388,342        226,704
     Research and development ....................       102,825         56,634        355,312        193,006
                                                     ------------   ------------   ------------   ------------
                          Total operating expenses       215,394        120,939        743,654        419,710
                                                     ------------   ------------   ------------   ------------
                              Loss from operations       (64,299)         9,734       (268,694)       137,745

Other income (expense):
     Interest income .............................         4,407          1,650          7,892          4,425
     Interest expense ............................        (7,046)       (29,811)       (20,894)       (46,287)
                                                     ------------   ------------   ------------   ------------
                          Loss before income taxes       (66,938)       (18,427)      (281,696)        95,883

Provision for income taxes .......................             -              -              -              -
                                                     ------------   ------------   ------------   ------------

                                          Net loss   $   (66,938)   $   (18,427)   $  (281,696)   $    95,883
                                                     ============   ============   ============   ============

Basic and diluted loss per common share ..........   $         *    $         *    $     (0.03)   $      0.01
                                                     ============   ============   ============   ============
Basic and diluted weighted average
     common shares outstanding ...................     8,455,087      7,318,228      8,455,087      7,318,228
                                                     ============   ============   ============   ============

</TABLE>

     *  Less than .01 per share


       See accompanying notes to restated condensed financial statements

                                        4
<PAGE>

                   Restated Condensed Statements of Cash Flows
                                   (Unaudited)


                                                          Nine Months Ended
                                                              July 31,
                                                       -------------------------
                                                           2000          1999
                                                       -------------------------

Net cash used in operating activities .................  $ (62,746)   $(120,109)
                                                         ---------    ---------
Cash flows from investing activities:
      Proceeds from Purchase Agreement (Note B) .......    250,000            -
      Property and equipment purchases ................    (29,683)     (17,375)
      Payments for patents ............................    (43,867)           -
      Proceeds from receipts on note receivable .......      6,500            -
                                                         ---------    ---------
Net cash provided by (used in) investing activities ...    182,950      (17,375)
                                                         ---------    ---------
Cash flows from financing activities:
      Proceeds from issuance of notes payable .........    195,000            -
      Principal payments on notes payable .............   (134,495)      (4,706)
      Sale of common stock ............................          -      284,411
                                                         ---------    ---------
Net cash provided by financing activities .............     60,505      279,705
                                                         ---------    ---------
                                     Net change in cash    180,709      142,221
Cash, beginning of period .............................     44,291       (4,248)
                                                         ---------    ---------
                                    Cash, end of period  $ 225,000    $ 137,973
                                                         =========    =========

Supplemental  disclosure of cash flow  information:
Cash paid during the period for:
      Interest ........................................  $  20,894    $  46,287
                                                         =========    =========
      Income taxes ....................................  $       -    $       -
                                                         =========    =========
Non-cash investing and financing transactions:
      Net assets and debt sold to AspenBio in exchange
         for promissory note (Note B) .................  $ 450,000    $       -
                                                         =========    =========

       See accompanying notes to restated condensed financial statements

                                        5
<PAGE>

                             VITRO DIAGNOSTICS, INC.

                Notes to Restated Condensed Financial Statements
                                   (Unaudited)

Note A: Basis of Presentation

The restated condensed financial  statements presented herein have been prepared
by the  Company  in  accordance  with the  instructions  to Form  10-QSB and the
accounting  policies  in its  audited  financial  statements  for the year ended
October 31,  1999 as filed in its Form 10-KSB and should be read in  conjunction
with the notes thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.


Note B: Sale of diagnostics operations

On August 7, 2000, the Company sold its diagnostics operations to AspenBio, Inc.
("AspenBio"),  a  private  affiliated  company  owned by a  significant  Company
shareholder and the Company's former president and director. The transaction was
effective for accounting  purposes on July 31, 2000.  AspenBio  purchased all of
the assets and  liabilities of the Company,  excluding the patents,  in exchange
for $250,000 and a $450,000  promissory  note. The  promissory  note was paid in
full as of October 31, 2000.  Because the transaction  occurred  between related
parties,  the sale was treated as a transfer of assets and the Company's gain on
the  transfer  was  recorded  to equity as an  increase  to  additional  paid-in
capital.  The net  increase  to  additional  paid-in  capital  of  $354,770  was
calculated as follows:

             Description                     Amount             Totals
--------------------------------------------------------------------------------
Cash                                       $   6,517
Receivables                                  208,142
Inventory                                    335,198
Furniture and equipment, net                  54,212
Other assets                                  11,058
                                           ----------
                            Total Assets                        615,127

Payables and accruals                        (67,319)
Debt                                        (202,578)
                                           ----------
                        Total Liabilities *                    (269,897)
                                                              ----------

Net assets sold to AspenBio                                     345,230
                                                              ----------

Cash                                         250,000
Promissory note                              450,000
                                           ----------
Consideration received from AspenBio                            700,000
                                                              ----------

Net contributed capital received from AspenBio                $ 354,770
                                                              ==========

* Does not include $283,726 in off-balance sheet operating leases transferred to
  AspenBio in the transaction.

                                        6
<PAGE>


                             VITRO DIAGNOSTICS, INC.

                Notes to Restated Condensed Financial Statements
                                   (Unaudited)

Following the transfer of its diagnostics operations, the Company began devoting
all efforts to its therapeutic drug  development.  The Company's  initial target
area for its therapeutic products is the treatment of human infertility.

The Company  expects  continuing  losses over the next several years as research
and development  efforts continue.  Management plans to finance  operations with
funds obtained through the transfer of the diagnostics operations,  issuances of
equity or debt  securities,  and in the longer term,  research  and  development
contract revenue and revenue from product sales and royalties.


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  periods  shown  on the  restated  condensed
financial  statements resulting in a deferred tax asset, which was fully allowed
for, therefore the net benefit and expense result in $-0- income taxes.


Note D: Restatements of Form 10-QSB

Reclassification of discontinued operations

The transfer of the Company's diagnostics  operations was originally reported as
a gain on the  disposal of assets  totaling  $467,232  for the nine months ended
July 31, 2000, which was classified under Discontinued Operations. In accordance
with  Accounting  Principles  Board  Opinion No. 30,  "Reporting  the Results of
Operations-Reporting  the Effects of  Disposal  of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions" (APB
30), the term discontinued operations is applied to operations of a segment of a
business  that  has  been  disposed.  Since  the  Company  did  not  report  its
diagnostics  operations  as a segment,  or  otherwise  separately  identify  the
results  of the  diagnostics  operations  in  prior  periods,  and  because  the
diagnostics  operations made up substantially  all of the Company's  operations,
the transfer of the Company's  diagnostics  operations should have been reported
under continuing operations. The Form 10-QSB for July 31, 2000 has been restated
to  reclassify  the amounts  charged to  discontinued  operations  as continuing
operations.

Gain on disposal of assets

As a result of the transfer of the Company's diagnostics operations, the Company
originally  reported  a gain  on  the  disposal  of  assets  totaling  $467,232.
Paragraph 4224 of the Security and Exchange  Commission Practice Manual requires
that if  assets  are  sold to a  shareholder  for an  amount  in  excess  of the
Company's  historical  basis,  the excess of the sale price over the  historical
cost should be treated as a contribution.

Because the transfer was to a company  controlled by a significant  shareholder,
the Company's gain on the sale,  which totaled  $354,770,  was  reclassified  to
equity as an increase to additional  paid-in capital.  The $112,462  decrease in
the gain from $467,232 to $354,770 was a due to the  rescission of the change in
accounting policy, which is discussed below.

                                        7
<PAGE>


                             VITRO DIAGNOSTICS, INC.

                Notes to Restated Condensed Financial Statements
                                   (Unaudited)

Rescission of change in accounting policy

Effective  November 1, 1999, the Company  changed its method of calculating  the
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  process. As a result of the change, income for the three and nine
months ended July 31, 2000 increased by $14,749 and $155,039,  respectively, and
the cumulative effect of the change on prior years decreased income by $305,691.

Because  of  the  material  change  to the  Company's  inventory  valuation  and
statements of operations  during the periods ended July 31, 2000,  the Company's
management  determined that it would be prudent,  due to the subsequent transfer
of its  diagnostic  operations,  to  continue  to use  the  original  method  of
calculating the cost of the Company's finished goods inventory.  Therefore,  the
Forms 10-QSB for January 31, 2000;  April 30, 2000;  and July 31, 2000 have been
restated to rescind the change in accounting policy.

                                        8

<PAGE>


ITEM 2. 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  diagnostic  operation  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 of the Company then
outstanding.  At closing,  the Company  received  $250,000 cash and a promissory
note in the principal amount of $450,000, all of 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 $553,623 on an unaudited basis.

     The assets  included in this sale were all of the assets  formerly  used in
the diagnostic operation. These assets include equipment,  furniture,  fixtures,
inventory,  accounts  receivable  and  intangible  assets  associated  with that
operation.  These assets were formerly used to produce and  distribute  antigens
primarily for diagnostic purposes.  Following the sale, the Company retained the
patents  and  other  intellectual  property  used  or  proposed  to be  used  in
connection with its 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,  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, 2000 under the caption "Risk Factors." Most of
these  factors are outside the control of the Company.  Investors  are cautioned
not to put undue  reliance on  forward-looking  statements.  Except as otherwise
required by applicable securities statutes or regulations, the Company disclaims
any intent or obligation to update  publicly these forward  looking  statements,
whether as a result of new information, future events or otherwise.

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

     At July 31, 2000, the Company had working  capital of $699,000,  consisting
of $699,000 of current  assets and no current  liabilities.  The current  assets

                                        9
<PAGE>

which existed at that time  represent  the proceeds from sale of the  diagnostic
operation which was sold effective July 31, 2000, as more specifically described
above.  This sale produced an increase in working capital of $21,000 from fiscal
year end October 31, 1999, and more importantly,  an increase in working capital
of  $271,244  from  the end of the  prior  fiscal  quarter.  All of the  current
liabilities which existed at April 30, 2000 were eliminated, as the agreement of
purchase  required  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.

     Based on the rate at which the  Company is  currently  using its cash,  and
assuming  no  unanticipated  expenses,  management  is of the  opinion  that the
Company will not require  additional capital from outside sources to finance its
normal  operating  cash  requirements  for the balance of fiscal 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. If the Company's proposal to the
FDA is accepted, the Company will begin clinical trials of its VITROPINTM in the
future,  requiring  additional  capital of $1 million to $2 million.  Management
hopes to  obtain  these  funds  from  one or more  debt or  equity  investments,
strategic  alliances  or  other  business  relationships.  However,  there is no
assurance that these funds can be obtained.

     Historically,  the Company  has relied on  borrowing  to  maintain  its R&D
department and finance necessary  research and development  expenses,  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
diagnostic  operation,  operations used $144,085 of cash. This cash out-flow was
addressed  through  borrowing,  as the Company borrowed a net of $172,000 during
that six month period.  As a result,  a primary  motivation  for the sale of the
diagnostic  operation  was the  cash it would  produce  and the  elimination  of
liabilities.

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

     For the nine months ended July 31, 2000, the Company realized a net loss of
$281,696,  or $0.03 per share,  on total  revenue of  $821,564.  Results for the
three months then ended were a loss of $66,938, or less than one cent per share,
on total  revenue of  $251,409.  The results for the nine months  ended July 31,
2000  represent  a  substantial  decline in the results of  operations  from the
previous year, as the Company's current loss was a decrease of $377,579 from the
net income reported for the nine months ended July 31 of the previous year. This
decline,  in turn,  is related to a decrease in the gross profit and an increase
in general and administrative, research and development expenses.

                                       10
<PAGE>

     Offsetting  the loss from  operations,  the Company  realized a gain on the
disposal of its diagnostic operations. The cash and other consideration received
by the  Company  exceeded  the  book  value  of the  assets  transferred  to the
purchaser by approximately $355,000.  However, because the sale was to a related
party,  the gain has been  treated as a  contribution  to capital by the related
party under  relevant  accounting  principles.  This gain of $355,000 would have
turned the net loss of  $281,696  to net  income of  $73,000  for the nine month
period ending July 31, 2000.

     The profit margin from sales of the  Company's  product for the nine months
ended July 31, 2000 decreased  from the first nine months of 1999,  from 72% for
the nine months  ended July 31, 1999 to 58% for the first nine months ended July
31, 2000.  Management  believes that this is  attributable to increased sales at
discounted  prices and an increase in costs of sales. The decrease in the profit
margin  caused a  corresponding  decrease  in the  gross  profit  and  adversely
affected the results of operations for the period.  Also,  selling,  general and
administrative  expenses increased from 1999 to 2000 by approximately  $162,000.
This  results  from the  increase  in legal  and other  administrative  expenses
related to the negotiation  for settlement of a threatened  lawsuit from a major
shareholder and the subsequent sale of the diagnostic operations.

     Research  and   development   also  increased   substantially,   rising  by
approximately  $162,000  as  result of  increased  expenditures  related  to the
Company's cell  immortalization  research.  The Company also incurred additional
expenses in connection with its proposed submission to the FDA.

                           Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     A.  Exhibits:

     3.1.2  Certificate of Merger of Domestic and Foreign Corporations as filed
            December 17, 1986 with the Nevada Secretary of State.

     3.1.4  Certificate  of Amendment of Articles of  Incorporation  as filed
            May 18, 1988 with the Nevada  Secretary of State.


     B.  Reports on Form 8-K:

         None

                                       11
<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 February 22, 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 February 22, 2001.

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

                                       12