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



FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):     May 28, 2013




VITRO DIAGNOSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)



       Nevada       

       0-17378       

    84-1012042    

(State or other jurisdiction
of incorporation)

Commission File
Number

(I.R.S. Employer Identification number)



4621 Technology Drive, Golden CO  80403
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code:   (303) 999-2130


______________________________________________________

(Former name or former address, if changed since last report)



___

Written communications pursuant to Rule 425 under the Securities Act

___

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

___

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act








ITEM 3.02      UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.


The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Vitro Diagnostics, Inc., a Nevada corporation (the "Company"), completed on May 28, 2013



a.

Effective May 28, 2013, the Company agreed to issue 250,000 shares of common stock, $.001 par value (the “Common Stock” or “Shares”) to one individual for services.  The shares are valued at $0.06 per share (the “Securities”).  


b.

The shares were issued to one person.    The shares issued were “restricted securities” under the Securities Act.


c.

The Company paid no fees or commissions in connection with the issuance of the Shares.

 

d.

The grant of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder.  In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.  We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investor with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information.  Based on our investigation, we believed that the investor obtained all information regarding the Company that he requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.


e.

Not applicable.


f.

Not applicable.





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SIGNATURES


       Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 

 

Vitro Diagnostics, Inc.
(Registrant)

 

 

 

 

 

Dated:  June 13, 2013

 

____/s/ James R. Musick_______
James R. Musick, President

and Chief Executive Officer

 

 

 

 




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