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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14 )*
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Vitro Diagnostics, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
928501105 92851303
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(CUSIP Number)
Lloyd L. Fields
425 Castle Place
Beverly Hills, California 90210
(310) 275-9245
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 23, 1998
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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, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
(Continued on following page(s))
Page 1 of 3 Pages
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CUSIP No. 928501105 13D Page 2 of 3 Pages
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92851303
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Lloyd L. Fields
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
OO and PF
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power 500,000
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power -0-
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(9) Sole Dispositive
Power 500,000
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(10) Shared Dispositive
Power -0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
7.8% (Based on 6,413,702 shares O/S at 9/30/98)
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 3 Pages
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 14 to Schedule 13D relates to the Common Stock, $0.01
par value (the "Common Stock"), of Vitro Diagnostics, Inc. (the "Issuer").
The principal executive offices of the Issuer are located at 8100 Southpark
Way, Building B-1, Littleton, Colorado 80120.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Lloyd L. Fields (the "Reporting
Person").
(b) The Reporting Person resides at 425 Castle Place, Beverly Hills,
California 90210.
(c) The Reporting Person is a self-employed investor.
(d) and (e) The Reporting Person has not during the last five years been
(i) convicted in a criminal proceeding, or (ii) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws. The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 14, 1989, the Issuer, as tenant, entered into an office lease
(the "Lease") with the Reporting Person's predecessor in interest as owner and
landlord of certain real property commonly known as Southwest Business
Center. Pursuant to an amendment to the Lease effective October 1, 1990, the
Reporting Person, as landlord, agreed to accept shares of the Issuer's Common
Stock in satisfaction of the Issuer's rent and project operating cost
obligations under the Lease. For the period from October 1, 1990 through
December 22, 1998, the Reporting Person acquired 3,650,000 shares of the
Issuer's Common Stock. On December 23, 1998, the Reporting Person sold
3,150,000 shares of the Issuer's Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired Issuer's Common Stock for investment
purposes only.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of December 23, 1998, the Reporting Person beneficially owns
500,000 shares of the Issuer's Common Stock, which number constitutes
approximately 7.8% of the outstanding Common Stock of the Issuer.
(b) As of December 23, 1998, the Reporting Person has sole power to
vote or direct the vote and to dispose or direct the disposition of 500,000
shares of the Issuer's Common Stock.
(c) On December 23, 1998, the Reporting Person sold 3,150,000 shares
of the Issuer's Common Stock.
(d) No person other than the Reporting Person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the Issuer's Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As discussed in Item 3 above, the Reporting Person acquired shares of
the Issuer's Common Stock pursuant to the Lease. The Lease, and amendments
thereto, have been filed as exhibits to the Reporting Person's previous
filings on Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Eighth Amendment to Lease effective as of May 19, 1997, between Lloyd L.
Fields, as Landlord, and Vitro Diagnostics, Inc., as Tenant, is hereby
incorporated by reference to Amendment No. 14 to Schedule 13D, as filed with
the Securities and Exchange Commission on May 27, 1997.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
January 8, 1999
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(Date
/s/ Lloyd L. Fields
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(Signature)
Lloyd L. Fields
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(Name/Title)
