UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Vitro Diagnostics, Inc. ("VODG")
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
928501303
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(CUSIP Number)
David J. Babiarz, Esq., Overton, Babiarz & Associates, P.C., 7720 E.
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Belleview Avenue, Suite 200, Englewood, Colorado 80111, (303) 779-5900
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 25, 1999
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D/A, and is
filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box _____.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See § 240.13d-7(b)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).<PAGE>
CUSIP No. 928501303
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1 Name of Reporting Person
Roger D. Hurst
2 Check the Appropriate Box if a Member of a Group a [ ] b [ ]
N/A
3 SEC USE ONLY
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4 Source of Funds
00
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power: 1,243,577
8 Shared Voting Power: --00--
9 Sole Dispositive Power: 1,243,577
10 Shared Dispositive Power: --00--
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,243,577
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13 Percent of Class Represented by Amount in Row (11): 14.63%
14 Type of Reporting Person: IN
<PAGE>
Item 1: SECURITY AND ISSUER
This Schedule relates to the acquisition of beneficial ownership of
Common Stock, $.001 par value per share, of Vitro Diagnostics, Inc.
(hereinafter the "Company"), whose principal place of business is located at
8100 Southpark Way, B-1, Littleton, Colorado 80120.
Item 2: IDENTITY AND BACKGROUND
No change from previous report.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
Since the filing of Amendment No. 1 to Schedule 13D by Hurst, he has
exercised options to purchase 600,000 shares of Common Stock of the Company at
prices ranging from $.07 to $.10 per share. All of the funds to exercise these
options were the personal funds of Hurst.
Item 4: PURPOSE OF TRANSACTION
The ownership which is the subject of this Schedule was acquired by Mr.
Hurst for the purpose of investment. Mr. Hurst has no plans which relate to
or would result in, any of the following:
a. The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; provided,
however, that the Reporting Person may review his investment in the
Company from time to time and make adjustments in his holdings as
he deems appropriate;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of the Company
or any of its subsidiaries;
d. Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend
policy of the Company;
f. Any other material change in the Company's business or corporate
structure, including but not limited to, if the Company is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940;
g. Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; provided,
however, that the Reporting Person may exercise outstanding
options
<PAGE>
to acquire Common Stock of the Company in his discretion, which
exercise may have the effect of impairing or impeding the
acquisition of control by a third party;
h. Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
i. A class of equity securities of the Company become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1934; or
j. Any action similar to any of those enumerated above.
Item 5: INTEREST IN SECURITIES OF THE ISSUER
a. As of the date of the filing of this Schedule, Hurst is deemed to
beneficially own 1,243,577 shares of Common Stock of the Company,
representing 14.63% of the issued and outstanding Common Stock.
Of that amount, Hurst owns 1,211,729 shares of Common Stock, and
has the option to acquire 31,848 additional shares.
b. Hurst has the sole power to vote and has sole dispositive right
with regard to the 1,243,577 shares of Common Stock.
c. On October 25, 1999, Hurst exercised options to acquire an
aggregate of 600,000 shares of Common Stock. Of that amount
400,000 were acquired at a price of $.07 per share, 100,000 at
a price of $.08 per share and 100,000 at a price of $.10 per
share. The exercise price of the options was paid to the Company.
d. Not applicable.
e. Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships of
the type required to be disclosed under this Item between the Reporting
Person and any other person.
Item 7: MATERIAL TO BE FILED AS EXHIBITS
There is no material required to be filed as exhibits to this Schedule.
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the Statement to Schedule 13D/A
is true, correct and complete.
/s/ Roger D. Hurst Date: 11/8/99
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Roger D. Hurst
