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 July 31, 2002

     OR

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

Commission file number: 0-17378


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


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


12635 East Montview Boulevard, Suite 218, Aurora, Colorado              80010
----------------------------------------------------------            ----------
        (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:  (720) 589-4120
                                                     --------------


     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 September 11, 2002 was 9,221,607.

                                        i
<PAGE>


                             VITRO DIAGNOSTICS, INC.

                                      INDEX


PART I - FINANCIAL INFORMATION

                                                                           Page
                                                                           ----

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

         Condensed Statements of Operations for the three
         and nine months ended July 31, 2002 and 2001 (unaudited)            2

         Condensed Statements of Cash Flows for the nine months ended
         July 31, 2002 and 2001 (unaudited)                                  3

         Notes to Condensed Financial Statements (unaudited)                 4

Item 2.  Management's Discussion and Analysis or Plan of Operation           8

PART II. - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                   10

         Signatures                                                         11

         Certification                                                      12

                                       ii
<PAGE>


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

                             Condensed Balance Sheet
                                   (Unaudited)

                                  July 31, 2002

ASSETS
Current assets:
      Cash .....................................................    $    10,906
      Prepaid expenses .........................................          3,744
                                                                    -----------
                                         Total current assets ..         14,650

Equipment, net .................................................         13,841
Patents, net ...................................................         68,931
Deferred intellectual property costs ...........................        139,294
Accrued interest on officer loan (Note B) ......................            160
                                                                    -----------

                                                                    $   236,876
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
      Accounts payable .........................................    $    12,018
      Current maturities on capital lease obligation (Note E) ..          2,539
      Accrued payroll (Note B) .................................         14,427
      Other current liabilities ................................          2,368
                                                                    -----------
                                    Total current liabilities ..         31,352

Capital lease obligation, less current maturities (Note E) .....         10,258
                                                                    -----------
                                            Total liabilities ..         41,610
                                                                    -----------

Shareholders' equity (Notes B and D):
      Preferred stock ..........................................           --
      Common stock .............................................          9,222
      Additional paid-in capital ...............................      4,351,177
      Loan to officer to exercise stock options ................        (13,040)
      Stock options - 640,864 outstanding ......................          8,003
      Retained deficit .........................................     (4,160,096)
                                                                    -----------
                                   Total shareholders' equity ..        195,266
                                                                    -----------

                                                                    $   236,876
                                                                    ===========


       See accompanying notes to unaudited condensed financial statements

                                        1
<PAGE>

<TABLE>
                       Condensed Statements of Operations
                                   (Unaudited)

<CAPTION>
                                                              Three Months Ended            Nine Months Ended
                                                                   July 31,                      July 31,
                                                          --------------------------    --------------------------
                                                             2002           2001           2002            2001
                                                          -----------    -----------    -----------    -----------
<S>                                                       <C>              <C>          <C>              <C>
Revenue:
     NIH grant ........................................   $      --        $ 30,000-    $      --        $ 60,000-
                                                          -----------    -----------    -----------    -----------

Operating expenses:
     Selling, general and administrative ..............         4,852         26,671         77,620         92,023
     Rent and facility fees, related party ............          --             --             --           15,980
     Contributed rent and facility fees,
        related party .................................          --             --             --            5,250
     Stock-based compensation (Note D):
        Director services .............................          --             --            2,100           --
        Legal fees ....................................         2,311            459          2,775          4,146
     Research and development .........................        41,603         95,247        146,454        239,288
                                                          -----------    -----------    -----------    -----------
                               Total operating expenses        48,776        122,377        228,949        356,687
                                                          -----------    -----------    -----------    -----------
                                         Operating loss       (48,766)       (92,377)      (228,949)      (296,687)

Other income and expense:
     Interest income, officer loan ....................           160           --              160           --
     Interest income, other ...........................            80          2,662            926         11,667
     Gain on Satisfaction of Judgment (Note E) ........          --             --           28,000           --
Interest expense ......................................          (625)          (458)        (1,399)          (462)
                                                          -----------    -----------    -----------    -----------
                               Loss before income taxes       (49,151)       (90,173)      (201,262)      (285,482)

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

                                               Net loss   $   (49,151)   $   (90,173)   $  (201,262)   $  (285,482)
                                                          ===========    ===========    ===========    ===========


Basic and diluted loss per common share ...............   $     (0.01)   $     (0.01)   $     (0.02)   $     (0.03)
                                                          ===========    ===========    ===========    ===========

Basic and diluted weighted average
     common shares outstanding ........................     9,204,940      8,809,923      9,003,274      8,779,358
                                                          ===========    ===========    ===========    ===========
</TABLE>

       See accompanying notes to unaudited condensed financial statements

                                        2

<PAGE>

<TABLE>
                             VITRO DIAGNOSTICS, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                        Nine Months Ended
                                                                             July 31,
                                                                     ----------------------
                                                                       2002         2001
                                                                     ---------    ---------
<S>                                                                  <C>          <C>

                             Net cash used in operating activities   $(184,164)   $(304,713)
                                                                     ---------    ---------

Cash flows from investing activities:
     Property and equipment purchases ............................      (2,706)        --
     Payments for patents ........................................     (22,641)     (39,807)
                                                                     ---------    ---------
                             Net cash used in investing activities     (25,347)     (39,807)
                                                                     ---------    ---------

Cash flows from financing activities:
     Proceeds from sale of common stock (Notes B and D) ..........      36,000         --
     Principal payments on capital lease .........................      (1,626)        (318)
                                                                     ---------    ---------
                             Net cash used in financing activities      34,374         (318)
                                                                     ---------    ---------

Net change in cash ...............................................    (175,137)    (344,838)
Cash, beginning of period ........................................     186,043      589,424
                                                                     ---------    ---------

                                               Cash, end of period   $  10,906    $ 244,586
                                                                     =========    =========

Supplemental disclosure of cash flow information:
   Cash paid during the period for:
        Interest .................................................   $   1,399    $     462
                                                                     =========    =========
        Income taxes .............................................   $    --      $    --
                                                                     =========    =========

     Non-cash investing and financing activities:
        Cashless exercise of stock options .......................   $    --      $     275
                                                                     =========    =========
        Equipment acquired under capital lease ...................   $    --      $  15,236
                                                                     =========    =========
        Common stock issued to officer for options
           exercised under a loan from the Company (Note B) ......   $  14,000    $    --
                                                                     =========    =========
</TABLE>

       See accompanying notes to unaudited condensed financial statements

                                        3
<PAGE>


Note A:  Basis of Presentation

The 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 Form  10-KSB for the year ended  October 31, 2001 and should be
read in conjunction with the notes thereto.

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

Financial data presented herein are unaudited.

Note B:  Related Party Transactions

During February 2002, the Company sold 200,000 shares of its common stock to the
president  of the  Company for  $36,000,  or $.18 per share,  which  equaled the
market value of the common stock on the transaction date.

During May 2002,  due to a lack of working  capital,  the Company  ceased paying
salaries to its president and vice president, the only employees of the Company.
The  president's  unpaid  salary  totaled  $14,427  as of July  31,  2002 and is
included  in  the  accompanying   condensed  financial  statements  as  "accrued
payroll".  The vice president's  unpaid salary totaled $960 at July 31, 2002 and
has been  allocated  against the balance owed on the $14,000 loan  received from
the Company (see following paragraph).

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 carries a five percent
interest  rate  and  matures  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 third quarter of the fiscal year,
the vice president earned $960 in compensation,  which was allocated against the
balance due on the loan. At July 31, 2002,  the  principal  and related  accrued
interest owed on the loan totaled $13,040 and $160, respectively.

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 and nine  months  ended  July 31,  2002
resulting in a deferred tax asset.  The net deferred tax asset was fully allowed
for  through  the  valuation  allowance,  therefore  the net benefit and expense
result in $-0- income taxes.

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

                                        4
<PAGE>


Note D:  Shareholders' Equity

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

<TABLE>
<CAPTION>

                                                                             Officer
                                        Common Stock           Additional    Loan to
                                   -------------------------    Paid-in      Exercise        Stock        Retained
                                    Shares      Par Value       Capital      Options        Options        Deficit         Total
                                   -----------   -----------  -----------   -----------   -----------    -----------    -----------

<S>                                <C>           <C>          <C>           <C>           <C>            <C>            <C>
Balance, November 1, 2001 .......    8,811,607   $     8,812  $ 4,299,487   $      --     $     5,228    $(3,958,834)   $   354,693
Common stock issued to a
   consultant for SAB services ..       10,000            10        2,090          --            --             --            2,100
Common stock options
   granted for services .........         --            --           --            --           2,775           --            2,775
Common stock sold to an
   officer at $.18 per share ....      200,000           200       35,800          --            --             --           36,000
Common stock options
   exercised by an officer with
   a loan from the Company ......      200,000           200       13,800       (14,000)         --             --             --
Officer compensation
   allocated to the equity loan .         --            --           --             960          --             --              960
Net loss for the nine months
   ended July 31, 2002 ..........         --            --           --            --            --         (201,262)      (201,262)
                                   -----------   -----------  -----------   -----------   -----------    -----------    -----------
           Balance, July 31, 2002    9,221,607   $     9,222  $ 4,351,177   $   (13,040)  $     8,003    $(4,160,096)   $   195,266
                                   ===========   ===========  ===========   ===========   ===========    ===========    ===========
</TABLE>

Common stock

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

Stock options

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

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

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

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

                                        5
<PAGE>


Stock options - employees: intrinsic value method

During the nine months ended July 31, 2002,  the Company  granted 13,500 options
to directors  with exercise  prices equal to the quoted market price on the date
of grant. The weighted average exercise price and weighted average fair value of
these options as of July 31, 2002 were $.19 and $.13, respectively.  The options
expire between December 11, 2011 and April 15, 2012.

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

         Risk-free interest rate .........................      2.00%
         Dividend yield ..................................      0.00%
         Volatility factor ...............................    114.02%
         Weighted average expected life ..................    5 years

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

                                         Nine Months Ended
                                              July 31,
                                       ------------------------
                                         2002          2001
                                       ------------------------
Net loss, as reported ..............   $(200,285)   $  (285,482)
                                       =========    ===========
Pro forma net loss .................   $ 201,677    $  (333,736)
                                       =========    ===========

Basic and diluted net loss per
   common share, as reported .......   $   (0.02)   $     (0.03)
                                       =========    ===========
Pro forma basic and diluted net loss
   per common share ................   $   (0.02)   $     (0.04)
                                       =========    ===========

Stock options - non-employees: fair value method

During the nine months ended July 31, 2002, the Company granted its SEC attorney
options to purchase  27,000 shares of the Company's  common stock.  The options'
exercise prices range from $.12 to $.31 and expire between December 11, 2011 and
May 7, 2012. The Company  determined the fair value of the options in accordance
with the fair value method and has recorded stock-based  compensation expense of
$2,775 in the accompanying unaudited condensed financial statements.

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

                                        6
<PAGE>

<TABLE>
<CAPTION>
                                          Options Outstanding and Exercisable
                                         --------------------------------------       Weighted Average
                                         Number of             Exercise Price           Exercise Price
                                          Shares                 Per Share               Per Share
                                         ---------            -----------------        ---------------
<S>                                      <C>                  <C>                      <C>
Balance at October 31, 2001 .......        800,364               $.07 to $1.50            $   0.35
   Options granted ................         40,500               $.12 to  $.31            $   0.15
   Options exercised ..............       (200,000)              $         .07            $   0.07
   Options canceled ...............           --                 N/A                      $    --
                                         ---------                                        --------

Balance at July 31, 2002 ..........       640,864                $.08 to $1.50            $   0.39
                                         =========
</TABLE>


Note E:  Commitments

Facilities lease

The Company entered into an operating lease agreement on May 15, 2001. Under the
lease,  the Company  receives the use of a laboratory  facility,  equipment  and
furnishings within the facility, common areas, and reception services. The lease
commenced June 1, 2001 and expired  August 31, 2001. The lease is  automatically
extended  at the end of the  initial  term  for the same  period  of time as the
initial  term,  up to a maximum of one year,  unless  either party gives written
notice to the contrary at least 60 days prior to the end of the initial term, as
extended.  On June 25, 2002, the parties singed an amendment to the lease, which
extended  the lease  through May 31, 2003.  Rent  payments of $1,872 are payable
under the lease on or before the first of each month.

Capital lease

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


Year ended October 31,
----------------------
     2002                                                              $  4,657
     2003                                                                 4,657
     2004                                                                 4,657
     2005 and thereafter .................................                7,373
                                                                       --------
                                                                         21,344
Less: imputed interest ...................................               (6,921)
                                                                       --------
Present value of net minimum
   lease payments ........................................             $ 14,423
                                                                       ========

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

                                        7
<PAGE>


Note F:  Satisfaction of Judgment

During  February  2002, the Company  received  $28,000 toward the payment of the
judgment filed on January 10, 2002 against Goodwin Biotechnology,  Incorporated.
The  Satisfaction of Judgment was filed in Arapahoe  County,  Colorado  District
Court on March 5, 2002.  The $28,000 is included in the  accompanying  condensed
financial  statements as gain on Satisfaction  of Judgment.  The related account
receivable was written off during the fiscal year ended October 31, 2001.

Note G:  Subsequent event

On August 23, 2002,  the Company  received  working  capital of $20,000 from its
president in exchange for a promissory  note.  The note carries an eight percent
interest rate and matures on August 23, 2003.  Principal unpaid as of August 23,
2003 accrues interest at ten percent. The note is collateralized by a first lien
on the Company's patents related to purification of FSH.

In addition,  in accordance  with the terms of the note, the Company granted the
president  options to purchase 133,333 shares of the Company's common stock with
an exercise  price equal to the common  stock market value on the date of grant,
or $.075 per share.  Following the  transaction,  the Company had 774,197 common
stock options outstanding.


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 July 31, 2002 and the results of operation 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, 2001,  including  the audited
financial statements contained therein.

     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,
issuance of patents, 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 reports
filed with the Securities and Exchange  Commission,  including its Annual Report
on Form  10-KSB for the fiscal  year ended  October  31,  2001 under the caption
"Risk  Factors."  Most of these  factors are outside the control of the Company.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise required by applicable  securities  statutes or regulations,
the Company  disclaims any intent or obligation to update publicly these forward
looking  statements,  whether as a result of new  information,  future events or
otherwise.

                                        8
<PAGE>


Liquidity and Capital Resources

     The Company  continues to have a shortage of working capital and liquidity.
At quarter end July 31,  2002,  the Company had a deficit in working  capital of
$16,702,  consisting  of current  assets of $14,650 and current  liabilities  of
$31,352.  This  represents a decrease in working capital of $175,687 from fiscal
year end October 31, 2001. The decrease in working capital represents cash spent
on, as well as liabilities  accrued for operations  during the quarter.  Current
assets decreased by $48,462 and current  liabilities  increased by $8,101 during
the quarter  ended July 31,  2002.  The Company did receive a loan of $20,000 in
August 2002, providing a short period of interim funding,  however,  there is no
assurance  that such loans  will be  available  in the  future.  The  Company is
critically  dependent on receipt of additional  working capital to continue as a
going concern.

     During  the  third  fiscal  quarter  ended  July 31,  2002,  the  Company's
operations used, rather than provided,  cash. During that time, the Company used
$48,462  compared to a gain of $3,291 during the second quarter ending April 30,
2002.  The increase in cash during the second  quarter was due to an increase of
capital  resources of $64,000.  The Company reported an overall decrease in cash
for the first nine months of the year of $184,164.

     Opportunities  available to the Company for equity and debt  financing  are
being  pursued  to  provide  immediate  capital  to the  Company.  We  are  also
continuing  discussions  with  parties  interested  in licensing  the  Company's
technology   related   to  the   manufacture   of   fertility   drugs  and  cell
immortalization.  The  Company  received  two newly  issued  patents  related to
production  of fertility  drugs during the quarter ended July 31, 2002 and these
patents  have  generated  interest on the part of  potential  partners.  We also
received a Notice of Allowance from the US Patent and Trademark Office regarding
a patent related to the Company's  cell  immortalization  technology  during the
third fiscal  quarter.  As this patent  issues and the Company  expands its cell
immortalization   research,   we  expect  new   opportunities  to  license  cell
immortalization to third parties.  Some discussions are ongoing toward this end.
The   Company   has   recently   developed  a  new  cell  line  using  its  cell
immortalization technology that may provide additional opportunities for product
commercialization.  The Company plans to continue seeking research grant support
as is  appropriate.  We are  continuing  to develop  products for  biotechnology
research  applications.  These  products  may provide  revenue to the Company in
2003.

     Operating expenses have been cut to a minimal level, while maintaining cell
immortalization  research,  product  development  and fund  raising  activities.
However,  the Company may soon extinguish its capital  resources  unless another
source can be located.  Based upon its  experience to date and the  expenditures
anticipated in the near-term,  management anticipates that the Company currently
has sufficient  working capital to last through the end of November 2002. Should
no  additional  capital  be  available  to the  Company,  it may  be  forced  to
discontinue operations and consider other strategic options. Please refer to the
Company's Form 10-KSB for fiscal year 2001 for additional  detailed  description
concerning capitalization initiatives.

Results of Operations

     During the three  months ended July 31,  2002,  the Company  realized a net
loss of $49,151,  which was $0.01 per share,  on no  revenue.  The net loss is a
decrease  of  $41,022  from the net  loss for the  third  quarter  of 2001.  The
decrease in net loss is attributable  to decreased  operating  expenses.  As the
Company strives to conserve its available capital, total operating expenses were
reduced  by  $73,611  from the third  quarter  of fiscal  year 2001 to the third
quarter of 2002.  Selling,  general and  administrative  expenses  decreased  by
$21,819 and R&D expenses  decreased by $53,644.  The Company  presently  has one
full-time  employee  and one  part-time  employee  while at the end of the third
quarter of fiscal year 2001 the Company had three full-time employees.


                                        9
<PAGE>


     During the nine months ended July 31, 2002, the Company realized a net loss
of  $201,262,  which was  $0.02  per  share,  on no  revenue.  The net loss is a
decrease of $84,220  from the net loss for the nine months  ended July 31, 2001.
The decrease in net loss is  attributable  to reduced  operating  expenses and a
gain from the settlement of a lawsuit in the amount of $28,000.  Total operating
expenses were reduced by $127,738 from the first nine months of 2001 compared to
the first nine  months of 2002.  Selling,  general and  administrative  expenses
decreased by $14,403.

     Research and  development  expenses  diminished by $92,834  during the nine
months  ending  July 31,  2002  compared to the same period in fiscal year 2001.
This accounts for a majority of the operating expense reduction during the first
three  quarters  of fiscal year 2002.  The Company had a research  grant in 2001
from the  National  Institutes  of  Health to  support  the  development  of its
cellular immortalization  technology.  This grant contributed $60,000 in funding
during the second & third  quarter of 2001 but was not  available  in 2002.  R&D
expenses were also further  reduced to conserve  capital.  The R&D activities of
the Company focused on cell immortalization research and related products during
the  third   quarter,   2002.   Reduced  R&D  spending   results  in  diminished
productivity.  However,  the  Company  has  focused  on the  achievement  of key
milestone   objectives   necessary   to  the   commercialization   of  its  cell
immortalization technology.

     The  facility  lease  obligation  incurred  subsequent  to  the  end of the
2002-third quarter is an obligation to the Company. The capital lease obligation
of 60 monthly  payments  of  $388.06 is an  obligation  of the  Company  that is
guaranteed by the Company's president.


ITEM 6. Exhibits and Reports on Form 8-K

         (a)  Exhibits: None.

         (b)  Reports on Form 8-K:  None.

                                       10
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934,  the  Company  has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized, on September 13, 2002.

                                  Vitro Diagnostics, Inc.


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

                                       11

<PAGE>


                                  CERTIFICATION


     Pursuant to the requirements of Rule 13a-14 of the Securities  Exchange Act
of 1934, as amended, James R. Musick provides the following certification.

     I, James R. Musick,  President,  Chief  Executive and  Principal  Financial
Officer of Vitro Diagnostics, Inc. ("Company"), certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of the Company;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
Company as of, and for, the periods presented in this quarterly report;

     4. I am responsible for  establishing and maintaining  disclosure  controls
and  procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
registrant and have designed such  disclosure  controls and procedures to ensure
that material information relating to the Company is made known to me by others,
particularly during the period in which this quarterly report is being prepared;

     5. I have disclosed,  based on my most recent evaluation,  to the Company's
auditors  and  the  audit  committee  of our  board  of  directors  (or  persons
performing the equivalent functions):

     a.   All  significant  deficiencies  in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process,  summarize and report  financial data and have identified for
          the Company's  auditors any material  weaknesses in internal controls,
          and

     b.   Any fraud, whether or not material,  that involves management or other
          employees  who  have a  significant  role  in the  Company's  internal
          controls; and

     6. I have  indicated  in this  quarterly  report  whether or not there were
significant  changes  in  internal  controls  or in  other  factors  that  could
significantly  affect internal controls subsequent to the date of my most recent
evaluation,   including  any  corrective  actions  with  regard  to  significant
deficiencies and material weaknesses.




Date: September 16, 2002          /s/ James R. Musick
      -----------------------     ----------------------------------------------
                                  James R. Musick, President, Chief Executive
                                  and Principal Financial Officer

                                       12