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 April 30, 2004

     OR

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


Commission file number: 0-17378

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

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

12635 E. Montview Blvd., Aurora, Colorado                        80010
-----------------------------------------                        -----
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code: (720) 859-4120

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days. Yes [X] No [ ]

     The number of shares outstanding of the issuer's class of common equity as
of June 14, 2004 was 9,844,305.

<PAGE>

                             VITRO DIAGNOSTICS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION
                                                                            Page
                                                                            ----

Item 1.    Condensed Balance Sheet, April 30, 2004 (unaudited)                3

           Condensed Statements of Operations for the three months
           and six months ended April 30, 2004 and 2003 (unaudited)           4

           Condensed Statements of Cash Flows for the six months
           ended April 30, 2004 and 2003 (unaudited)                          5

           Notes to the Condensed Unaudited Financial Statements              6

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

PART II - OTHER INFORMATION

Item 3.    Controls and Procedures                                           12
Item 5.    Other Information                                                 13

Signatures                                                                   13

Item 6.    Index to Exhibits                                                 14







                                        2
<PAGE>

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

                             VITRO DIAGNOSTICS, INC.

                             Condensed Balance Sheet
                                   (Unaudited)

                                 April 30, 2004

ASSETS
Current assets:
     Cash .......................................................   $       697
     Inventory ..................................................         2,861
     Prepaid expenses ...........................................         3,744
                                                                    -----------
                                             Total current assets         7,302

Equipment, net ..................................................         4,080
Patents, net ....................................................        24,675
Deferred intellectual property costs ............................        65,962
                                                                    -----------

                                                                    $   102,019
                                                                    ===========

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
     Current maturities on capital lease obligation (Note F) ....   $     3,480
     Accounts payable ...........................................        20,521
     Indebtedness to officer (Note B) ...........................         3,395
     Note payable (Note E) ......................................         3,974
     Note payable to officer (Note B) ...........................        40,000
     Accrued interest payable to officer (Note B) ...............         4,525
     Accrued payroll (Note B) ...................................       115,416
     Lines of credit (Note D) ...................................        52,201
                                                                    -----------
                                        Total current liabilities       243,512

Long-term debt:
     Capital lease obligation, less current maturities (Note F) .         4,550
                                                                    -----------
                                                Total liabilities       248,062
                                                                    -----------

Shareholders' deficit (Note G):
     Preferred stock ............................................          --
     Common stock ...............................................         9,719
     Additional paid-in capital .................................     4,386,880
     Loan to officer to exercise stock options ..................        (2,943)
     Stock options - 820,864 outstanding ........................         8,003
     Retained deficit ...........................................    (4,547,702)
                                                                    -----------
                                      Total shareholders' deficit      (146,043)
                                                                    -----------
                                                                    $   102,019
                                                                    ===========

       See accompanying notes to unaudited condensed financial statements

                                        3
<PAGE>
<TABLE>
<CAPTION>

                                             VITRO DIAGNOSTICS, INC.

                                       Condensed Statements of Operations
                                                   (Unaudited)

                                                             Three Months Ended             Six Months Ended
                                                                  April 30,                     April 30,
                                                         --------------------------    --------------------------
                                                             2004           2003           2004           2003
                                                         -----------    -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>            <C>
Operating expenses:
     Selling, general and administrative .............   $     8,298    $     8,520    $    18,268    $    27,377
     Asset impairment ................................          --          108,684           --          108,684
     Research and development ........................        21,724         33,570         49,333         58,202
                                                         -----------    -----------    -----------    -----------
                              Total operating expenses        30,022        150,774         67,601        194,263
                                                         -----------    -----------    -----------    -----------
                                        Operating loss       (30,022)      (150,774)       (67,601)      (194,263)

Other income and expense:
     Consulting fees .................................          --             --             --           10,000
     Interest income, officer loan (Note B) ..........            28            115             92            248
Interest expense .....................................        (3,892)        (1,715)        (6,684)        (2,741)
                                                         -----------    -----------    -----------    -----------
                              Loss before income taxes       (33,886)      (152,374)       (74,193)      (186,756)

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

                                              Net loss   $   (33,886)   $  (152,374)   $   (74,193)   $  (186,756)
                                                         ===========    ===========    ===========    ===========


Basic and diluted loss per common share ..............   $     (0.00)   $     (0.02)   $     (0.01)   $     (0.02)
                                                         ===========    ===========    ===========    ===========

Basic and diluted weighted average
     common shares outstanding .......................     9,635,972      9,423,935      9,615,138      9,302,242
                                                         ===========    ===========    ===========    ===========



                       See accompanying notes to unaudited condensed financial statements

                                                       4
<PAGE>

                               VITRO DIAGNOSTICS, INC.

                         Condensed Statements of Cash Flows
                                     (Unaudited)

                                                                   Six Months Ended
                                                                       April 30,
                                                                 --------------------
                                                                   2004        2003
                                                                 --------    --------

                         Net cash used in operating activities   $(30,621)   $(21,116)
                                                                 --------    --------

Cash flows from investing activities:
     Property and equipment purchases ........................       (601)       --
     Payments for deferred costs .............................     (4,733)     (3,035)
                                                                 --------    --------
                         Net cash used in investing activities     (5,334)     (3,035)
                                                                 --------    --------

Cash flows from financing activities:
     Proceeds from exercised stock options (Note G) ..........     15,000        --
     Proceeds from sale of common stock ......................       --        20,000
     Proceeds from lines of credit, net ......................     23,171       4,639
     Principal payments on capital lease .....................     (1,519)     (1,269)
                                                                 --------    --------
           Net cash provided by (used in) financing activities     36,652      23,370
                                                                 --------    --------

Net change in cash ...........................................        697        (781)
Cash, beginning of period ....................................       --         7,503
                                                                 --------    --------

                                           Cash, end of period   $    697    $  6,722
                                                                 ========    ========

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
        Interest .............................................   $  1,034    $  2,741
                                                                 ========    ========
        Income taxes .........................................   $   --      $   --
                                                                 ========    ========



         See accompanying notes to unaudited condensed financial statements

                                          5
</TABLE>
<PAGE>

                             VITRO DIAGNOSTICS, INC.


                Notes to Unaudited Condensed Financial Statements


Note A: Basis of Presentation

The condensed financial statements presented herein have been prepared by the
Company in accordance with the instructions for Form 10-QSB and the accounting
policies in its Form 10-KSB for the year ended October 31, 2003 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 six months ended April 30, 2004 are not necessarily indicative
of the results to be expected for the year.

Financial data presented herein are unaudited.

Note B: Related Party Transactions

Indebtedness to officer

During the three months ended January 31, 2004, the Company's president paid
$3,395 in expenses on behalf of the Company, which remained unpaid as of April
30, 2004. The $3,395 is included in the accompanying condensed financial
statements as "indebtedness to officer".

Notes payable

During September 2003, the president loaned the Company $10,000 for working
capital. The note matures in August 2005 and carries a 10 percent interest rate.
Accrued interest payable on the loan totaled $667 at April 30, 2004. In
addition, in accordance with the terms of the note, the Company granted the
president options to purchase 125,000 shares of the Company's common stock with
an exercise price equal to the common stock market value on the date of grant,
or $.04 per share (see Note H).

During May 2003, the president loaned the Company $10,000 for working capital.
The note matures in May 2005 and carries a 10 percent interest rate. Accrued
interest payable on the loan totaled $958 at April 30, 2004. In addition, in
accordance with the terms of the note, the Company granted the president options
to purchase 125,000 shares of the Company's common stock with an exercise price
equal to the common stock market value on the date of grant, or $.04 per share.
The president exercised these options during April 2004 (see Note G).

On August 23, 2002, the Company's president loaned the Company $20,000 for
working capital in exchange for a promissory note. The note originally carried
an eight percent interest rate and matured on August 23, 2003. The note is
currently in default and now carries a ten percent interest rate. Accrued
interest totaled $2,900 at April 30, 2004. The note is collateralized by a first
lien on the Company's patents related to FSH purification. 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.
The president exercised these options during November 2003 (see Note G).

                                        6
<PAGE>

                             VITRO DIAGNOSTICS, INC.


                Notes to Unaudited Condensed Financial Statements


Accrued salary

During May 2002, the Company began accruing its president's salary due to a lack
of working capital. The president's unpaid salary totaled $115,416 as of April
30, 2004 and is included in the accompanying condensed financial statements as
"accrued payroll".

Officer loan

During May 2002, the Company's Board of Directors approved a $14,000 loan to the
vice president of the Company. The loan was used to exercise options to purchase
200,000 shares of the Company's common stock. The loan 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 period from May 1, 2002 through
April 30, 2004, the vice president earned $11,900 in compensation, which was
allocated against the balance due on the loan. At April 30, 2004, the principal
and related accrued interest owed on the loan totaled $2,100 and $843,
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 six months ended April 30, 2004 resulting in a
deferred tax asset. The net deferred tax asset was fully allowed for through the
valuation allowance, therefore the net benefit and expense result in $-0- income
taxes.

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

Note D: Lines of Credit

The Company has a $10,000 line of credit of which $803 was unused at April 30,
2004. The interest rate on the credit line was thirteen percent at April 30,
2004. Principal and interest payments are due monthly.

The Company also has five credit cards with a combined credit limit of $66,000,
of which $22,996 was unused at April 30, 2004. The interest rates on the credit
cards range from 2.9 percent to 19.8 percent as of April 30, 2004.

Note E: Note Payable

During August 2003, the Company converted liabilities owed to its attorney into
an $8,096 promissory note. The note carries a 10 percent interest rate and is
payable at the rate of $500 per month. As of April 30, 2004, the Company owed
$3,974 on the note. The note matures in January 2005.

                                       7
<PAGE>

                             VITRO DIAGNOSTICS, INC.


                Notes to Unaudited Condensed Financial Statements


Note F: 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. Future maturities of the capital lease
obligation are as follows:

                    Year ended October 31,
                    ----------------------
                         2004 ..................   $ 1,663
                         2005 ..................     3,808
                         2006 ..................     2,559
                                                   -------
                                                     8,030
                    Less: imputed interest .....    (1,673)
                                                   -------
                    Present value of net minimum
                       lease payments ..........   $ 6,357
                                                   =======

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

Note G: Shareholders' Deficit

Following is a schedule of changes in shareholders' deficit for the six months
ended April 30, 2004:
<TABLE>
<CAPTION>

                                                                            Loan to                      Deficit
                                                                           Officer to                  Accumulated
                                      Common stock          Outstanding     Exercise     Additional      During
                                -------------------------      Stock         Stock        Paid-In      Development
                                  Shares        Amount        Options       Options       Capital         Stage          Total
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------
<S>                             <C>           <C>           <C>           <C>            <C>           <C>            <C>
Balance, November 1, 2003         9,460,972   $     9,461   $     8,003   $    (8,651)   $ 4,372,138   $(4,473,509)   $   (92,558)
Exercised common stock
    options ($.075 per share)       133,333           133          --            --            9,867          --           10,000
Exercised common stock
    options ($.04 per share)        125,000           125          --            --            4,875          --            5,000
Officer compensation
    charged against the
    loan to former officer             --            --            --           5,800           --            --            5,800
Interest accrued on former
    officer's equity loan              --            --            --             (92)          --            --              (92)
Net loss for the six months
    ended April 30, 2004               --            --            --            --             --         (74,193)       (74,193)
                                -----------   -----------   -----------   -----------    -----------   -----------    -----------
      Balance, April 30, 2004     9,719,305   $     9,719   $     8,003   $    (2,943)   $ 4,386,880   $(4,547,702)   $  (146,043)
                                ===========   ===========   ===========   ===========    ===========   ===========    ===========
</TABLE>

Stock options

The following schedule summarizes the changes in the Company's stock option
plan:

                                        8
<PAGE>

                             VITRO DIAGNOSTICS, INC.


                Notes to Unaudited Condensed Financial Statements


                             Options Outstanding and Exercisable     Weighted
                             -----------------------------------     Average
                                  Number of     Exercise Price    Exercise Price
                                    Shares        Per Share         Per Share
                                    ------        ---------         ---------
Balance at October 31, 2003......  954,197      $.04 to $1.50         $ 0.25
   Options granted...............   31,765          $0.17             $ 0.17
   Options exercised............. (258,333)     $.04 to $.075         $ 0.06
   Options expired/cancelled.....     --            $0.00             $  --
                                   -------                            ------
Balance at April 30, 2004........  727,629      $.04 to $1.50         $ 0.32
                                   =======

Stock options - employees

During February 2004, the Company granted 31,765 options to a director with
exercise prices equal to the common stock market value on the date of grant. The
weighted average exercise price and weighted average fair value of these options
as of April 30, 2004 were $.17 and $.135, respectively.

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 fair value for the options granted
during the six months ended April 30, 2004 was estimated at the date of grant
using the Black-Scholes option-pricing model with the following assumptions:

        Risk-free interest rate..........................       3.00%
        Dividend yield...................................       0.00%
        Volatility factor................................     109.79%
        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 pro forma net loss and pro forma basic and diluted loss per common
share using the assumptions noted above.


                                       9
<PAGE>

                             VITRO DIAGNOSTICS, INC.


                Notes to Unaudited Condensed Financial Statements


                                                      Six Months Ended
                                                          April 30,
                                                 --------------------------
                                                    2004             2003
                                                 ---------       ----------
     Net loss, as reported ...................   $ (74,193)      $ (186,756)
                                                 =========       ==========

     Pro forma net loss ......................   $ (78,481)      $ (186,756)
                                                 =========       ==========

     Basic and diluted net loss per common
        share, as reported ...................   $   (0.01)      $    (0.02)
                                                 =========       ==========

     Pro forma basic and diluted net loss
        per common share .....................   $   (0.01)      $    (0.02)
                                                 =========       ==========

Note H: Subsequent Event

On May 17, 2004, the Company's president paid $5,000 to exercise options to
purchase 125,000 shares of the Company's common stock. Following the exercise of
the options, the Company had 602,629 common stock options outstanding.


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

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

     This section discusses the financial condition and results of operation of
Vitro Diagnostics, Inc. (the "Company") at April 30, 2004 and for the six-month
periods ending April 30, 2004 and 2003. 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, 2003, including the audited
financial statements and notes contained therein.

     Certain statements contained herein and subsequent oral statements made by
and on behalf of the Company may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements include, without limitation, statements regarding the
Company's plan of business operations, potential contractual arrangements,
receipt of working capital, anticipated revenues and related expenditures.
Factors that could cause actual results to differ materially include, among
others, acceptability of the Company's products in the market place, general
economic conditions, receipt of additional working capital, the overall state of
the biotechnology industry and other factors set forth in the Company's Annual
Report on Form 10-KSB for the fiscal year ended October 31, 2003 under the
caption, "Risk Factors." Most these factors are outside the control of the
Company. Investors are cautioned not to put undue reliance on forward-looking
statements. Except as otherwise required by applicable securities statutes or
regulations, the Company disclaims any intent or obligation to update publicly
these forward looking statements, whether as a result of new information, future
events or otherwise.

                                       10
<PAGE>

Liquidity and Capital Resources

     The Company continues to have a shortage of working capital and liquidity.
At April 30, 2004, the Company had a working capital deficit of $236,210,
consisting of current assets of $7,302 and current liabilities of $243,512. This
represents a decrease in working capital of $57,056 from fiscal year end October
31, 2003. The decrease in working capital represents cash spent on, as well as
liabilities accrued for, operations during the first six months of this fiscal
year. Current assets increased by $500 and current liabilities increased by
$31,711 in the quarter ended April 30, 2004. The Company continues to operate
with limited cash through predominantly debt and equity financing. The Company
reported a $146,043 deficit in shareholder's equity at April 30, 2004.

     During the six months ended April 30, 2004, the Company's operations
provided a small net increase in cash from financing activities. During that
time, the Company's operations used $30,621 compared to the use of $21,116 cash
by the operations during the six months ended April 30, 2003. The Company
reported an overall increase in cash for the first six months of 2004 of $697
that was $1,478 greater than the decrease in cash for the first six months of
2003. The use of cash reflects minimum cash requirements of about $5,000/month
for operations while the cash from financing activities was obtained from debt
and equity financing activities. Cash requirements for operations have been cut
to minimum levels by previous cost reduction measures and are unlikely to be
further reduced without additional curtailment or suspension of operations.
Continuing a trend from fiscal 2003, all of the Company's financing during 2004
has been provided by or through the President. During the six months ended April
2004, the President exercised stock options which provided $15,000 in financing.
Subsequent to the end of the quarter, the President exercised another $5,000 in
options, the proceeds of which have been used for working capital. Finally, the
Company's line of credit and credit cards, on which it has relied for additional
working capital, have been guaranteed by the President. Without his efforts, the
Company would have been forced to curtail its operations. However, the President
has no obligation to continue providing this financing and there is no assurance
that he will continue to do so. The loss of his service as an officer, director,
employee or financing source would adversely affect the Company and its ability
to continue in operation.

     The Company has about $22,000 in available debt financing at the present
time. Based on present expenditure levels and assuming no additional equity
funding or revenues, management believes that there is sufficient capital to
maintain operations at the present level through approximately August 31, 2004.

     The Company continues to pursue various activities to obtain additional
capital, as described in greater detail in the Company's Annual Report on Form
10-KSB for the fiscal year ended 2003. A primary focus is the sale of the
VITROCELL(TM) products. The current plan of operation is to add human pancreatic
beta islets to the product line and the status of this product is described in
the "Results of Operations." Also, detailed technical information regarding
characterization of our cell line products is important to market acceptance. We
have recently added information regarding our cell lines through a method known
as gene expression profiling that was performed in collaboration with scientists
at Harvard Medical School. Additional related characterization is underway and
other scientists have expressed interest in additional studies of our products
that management believes will increase market acceptance of these products. We
are planning additional advertising of VITROCELL(TM) products and have ongoing
discussions with firms that presently sell cell-based products to research
markets and these firms have expressed interest in adding VITROCELL(TM) products
to their existing product offering.

     The Company is pursuing other alternatives to increase capital resources
including out-licensing of its proprietary technology, equity and debt
capitalization, and collaborative agreements with third parties owning related
technology. The Company may consider other alternatives to increase its capital
resources such as merger with revenue-generating private entities, sale of
assets or other transactions that may be appropriate.

                                       11
<PAGE>

Results of Operations

     During the three months ended April 30, 2004, the Company realized a net
loss of $33,886, which was less than $0.01 per share, on no revenue. The net
loss was $118,488 less than the net loss for the second quarter ended April 30,
2003. The primary reason for the decrease in net loss was the lack of write-off
due to asset impairment that was reported in the second quarter of fiscal year
2003. R&D expenses were also reduced during the second quarter of 2004 compared
to 2003. The Company had previously curtailed its operations substantially and
now has one full-time employee. Total operating expenses were $120,752 less in
the second quarter of 2004 than the comparable period in 2003.

     During the six months ended April 30, 2004, the Company realized a net loss
of $74,193, which was $0.01/share, on no revenue. The net loss was a decrease of
$112,563 from the net loss for the six months ended April 30, 2003 that was
attributable to the absence of asset write-down as noted above. Also, total
operating expenses were decreased by $126,662 in the first six months of 2004
compared to 2003. Selling, general and administrative expenses were reduced by
$9,109 and R&D expenses were also reduced as described below. The Company has
reduced its operations to a minimum level and now has one full-time employee
whose salary is deferred.

     Research and development expenses diminished by $8,869 during the six
months ended April 30, 2004 compared to the same period in 2003. Current R&D
activities are focused on the development of additional products to add to the
VITROCELL(TM) product line and to provide support for marketing and sales of the
VITROCELL(TM) product line. The VITROCELL(TM) product line consists of human
cell lines and related products that were derived through prior R&D activities
by the Company based upon its patented cell immortalization technology. A more
detailed discussion of the VITROCELL(TM) product line is contained within the
Company's Form 10KSB for fiscal year 2003. The Company has been focused on the
development of insulin producing human beta islets for use in research to
develop cell transplantation approaches for treatment of type I diabetes. There
have been significant advances in the use of beta islet transplants to treat
Type I diabetes and the Company's R&D efforts are directed towards providing
materials for further research uses and eventually, for possible use as a source
of beta islets for transplantation. The Company has completed most of the R&D
for its initial human pancreatic beta islet product and anticipates launch of
this product in the near future.

                           PART II. OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds

     During the present fiscal quarter, the President exercised 125,000 stock
options that were granted 2003. The exercise price was $0.04/share for purposes
of this transaction.

     The Company issued these shares and options directly, and paid no
commission in connection with the issuance. The Company relied on the exemptions
from registration provided by Section 4(2) of the 1933 Act, as the individual
was afforded access to the type of information that would be contained in a
registration statement. This individual was aware of the risks of the
transaction, and the Company had a pre-existing relationship with this
individual.

Item 3. Controls and Procedures

     We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report. Management has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures. Based on
that evaluation, the Chief Executive Officer concluded that our controls and
procedures were effective in timely alerting to material information required to
be included in our periodic filings with the Securities and Exchange Commission.
No significant changes were made to our internal controls or other factors that
could significantly affect those controls subsequent to the date of their
evaluation.

                                       12
<PAGE>

Item 5. Other Information

     In an effort to conserve available working capital, the Company has
determined to postpone its annual meeting of shareholders for the indeterminate
future.



                                   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 June 14, 2004.

                                            Vitro Diagnostics, Inc.



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






                                       13
<PAGE>

Item 6. Index to Exhibits

         99.1: Rule 13a-14 Certification                    13
         99.2: Section 906 Certification                    14