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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
[ X ] 8-KA REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file Number 0-17378
VITRO DIAGNOSTICS, INC.
(Name of Small Business Issuer in its Charter)
Colorado 84-1012042
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization)
8100 Southpark Way, B-1
Littleton, Colorado 80120
(Address of Principal Executive Offices)
Issuer's Telephone Number, Including Area Code:
(303) 794-2000
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Item 4. Changes in Registrant's Certifying Accountants
Effective October 9, 1996, L. K. Denton and Col, P.C. resigned as
the Registrant's independent accountants. Effective October 9,
1996, the Registrant hired Larry O'Donnell, CPA, P.C., 2851 South
Parker Road, Suite 1040, Aurora, Colorado 80014, (303-745-4545),
as their new accounting firm.
There were no adverse opinions, disclaimer of opinions, or
modification of opinion as to uncertainty, audit scopes or
accounting principles issued by such accountant for either of the
two most recent years.
The change of accountants was approved by the Registrant's board
of directors.
During the two most recent fiscal years there were no
disagreements with the former accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.
During the two most recent fiscal years the auditors had not
advised the Registrant that the internal controls necessary to
develop reliable financial statements did not exist. Nor have
the auditors advised the Registrant that information had come to
their attention that led them to no longer be able to rely on
management's representations, or that had made them unwilling to
be associated with the financial statements.
No information came to the auditor's attention that they would
have concluded materially impacts the fairness or reliability of
any previous financial statement.
The Registrant did not consult with the new auditor for any
reason during the last two fiscal years.
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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.
Dated: October 22, 1996 (Signature)
By: ______________________________
Roger Hurst
President and Chief Financial
Officer
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<Exhibit>
Exhibit 16
Letterhead from
L.K. Denton & co., P.C.
Certified Public Accountants
7430 East Caley Avenue
Suite 330
Englewood
Colorado
80111
(303) 694-3556
October 22, 1996
Securities and Exchange commission
450 - 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have been furnished with a copy of the response to Item 4 of
Form 8-KA for the event that occurred on October 9, 1996, to be
filed by our former client, Vitro Diagnostics, Inc. We agree
with the statements made in response to that item insofar as they
relate to our firm.
Very truly yours,
(Signature)
L. Karl Denton
