United States
Securities and Exchange Commission
Washington, D.C. 20549
Commission File No.: 00017378
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VITRO DIAGNOSTICS, INC.
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(Name of Issuer)
Common
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(Title of Class of Securities)
928501-30-3
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(Cusip Number)
Lloyd Hansen, 2646 SW Mapp Road, Suite 304, Palm City, FL 34990
- ---------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 29, 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 13- d(b)(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with the statement /X/.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and 92) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
<PAGE>
SCHEDULE 13D
CUSIP NO.: 928501-30-3
1. Name of Reporting Person and
S.S. or I.R.S. Identification No.
Lloyd Hansen
2646 SW Mapp Road, Suite 304,
Palm City, FL 34990
###-##-####
2. Check the Appropriate Box if A Member of a Group*
a /X/
b / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
/ /
6. Citizenship or Place of Organization
State of TN, USA
7. Sole Voting Power
1,280,000
8. Shared Voting Power
0
9. Sole Dispositive Power
1,280,000
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
<PAGE>
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
/ /
13. Percent of Class Represented by Amount in Row (11)
19.9% @ December 31, 1998
14. Type of Reporting Person
IN
Item 1. Security & Issuer
This statement relates to common shares of Vitro Diagnostics, Inc.,
8100 Southpark Way, Bldg. B-1, Littleton, CO 80120
Item 2.
a. Lloyd Hansen
b. 2646 SW Mapp Road, Suite 304, Palm City, FL 34990
c. Mr. Hansen is a business man whose principal occupation is as
President of Nortek, Inc.
d. The reporting person nor any of its managers have during the
last five years been convicted in a criminal proceeding
(excluding traffic violations).
e. The reporting person has not during the last five years been
subject to or party to a civil proceeding of any type nor has
any judgment, decree or order of any type been entered against
reporting person.
f. Citizenship: USA
Item 3. Source and Amount of the Funds
Personal funds of Reporting Party.
Item 4. Purpose of the Transaction
The transaction was to purchase the controlling shareholders (Lloyd
Fields) interest in Vitro Diagnostics, Inc. which constituted 56.85% of the
outstanding common stock of Vitro Diagnostics, Inc. with World Wide Capital
Investors, LLC (3,650,000 shares). Reporting Party, Lloyd Hansen, purchased
1,280,000 shares or 19.9% of the outstanding stock. There is no pooling
arrangement for voting purposes and no cross-options or purchase agreements
between World Wide Capital Investors, LLC. and Lloyd Hansen.
<PAGE>
Item 5. Interest in Securities of the Issuer
a. 1,280,000 common shares (19.9%) of issuer as of December
31, 1998 are owned beneficially and of record by
Reporting Party.
b. Reporting party has sole power to vote 1,280,000 shares of
common stock.
c. None.
d. Not Applicable
e. Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information contained in response to Items 4 and 5, and the
Exhibits A, B, C, and D attached hereto are incorporated herein.
The Reporting Person had an understanding with World Wide Capital
Company, a purchaser of 1,280,000 shares (19.9%) of the common stock of Vitro
Diagnostics, Inc., whereby they cooperated in the purchase of the total of
3,650,000 shares of the Vitro Diagnostics, Inc. from Lloyd Fields and each
contributed cash to the purchase of the shares and divided the shares purchased
pro rata. Mr. Hansen's shares may be included in any Registration Statement
filed by World Wide Capital Investors, LLC.
Item 7. Exhibits
i) Subscription Agreement
ii) Subscription Agreement
<PAGE>
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.
Dated: September 28, 1999 ----------------------------------------
Lloyd Hansen
STOCK PURCHASE AND SUBSCRIPTION AGREEMENT
This Stock Purchase and Subscription agreement (herein referred to as the
"Agreement") is made this 24th day of December, 1998, by and between World Wide
Capital Company (herein referred to as the "Company") and Lloyd Hansen (herein
referred to as the "Purchaser").
WHEREAS, the Company has arranged for shares of Vitro Diagnostics, Inc. (herein
referred to as the "stock"), a Nevada Corporation traded on the bulletin board
under Vitro Diagnostics, Inc. (VODG).
WHEREAS, the Company is making the following representations:
A. That the stock has been arranged for with good and
reasonable consideration.
B. That the restrictive legends will be removed under a pending
agreement with Vitro Diagnostics, Inc. in which a registration
statement will be filed.
C. That the stock is unencumbered.
WHEREAS, the Purchaser is desirous of purchasing through the Company shares of
Vitro Diagnostics, Inc. for $0.40 per share.
WHEREAS, the Purchaser is making the following representations:
A. That under the definitions of the Securities Act of
1933 the Purchaser is accredited.
B. That all questions of the Company have been answered to the
satisfaction of the Purchaser.
NOW THEREFORE, it is agreed that the Purchaser is subscribing for 1,000,000
Shares of Vitro Diagnostics, Inc. at $0.40 per share, and has already
transferred $ 400,000 to Pueblo Bank & Trust to settle the transaction.
EXECUTED BY PURCHASER:
- --------------------------- ----------------------------------
Purchaser (Signature) Purchaser's Social Security Number
Lloyd G. Hansen EXECUTED BY
WORLD WIDE CAPITAL CO.:
2646 SW Mapp Rd, Ste. 304 /s/ Brett G. Brubaker
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Purchaser Address Brett G. Brubaker, Partner
World Wide Capital Company
Palm City, FL 34990 Prentice Point Tower - 5th Floor
Greenwood Village, CO 80111
STOCK PURCHASE AND SUBSCRIPTION AGREEMENT
This Stock Purchase and Subscription agreement (herein referred to as the
"Agreement") is made this 24th day of December, 1998, by and between World Wide
Capital Company (herein referred to as the "Company") and Lloyd G. Hansen
(herein referred to as the "Purchaser").
WHEREAS, the Company has arranged for shares of Vitro Diagnostics, Inc. (herein
referred to as the "stock"), a Nevada Corporation traded on the bulletin board
under Vitro Diagnostics, Inc. (VODG).
WHEREAS, the Company is making the following representations:
A. That the stock has been arranged for with good and
reasonable consideration.
B. That the restrictive legends will be removed under a pending
agreement with Vitro Diagnostics, Inc. in which a registration
statement will be filed.
C. That the stock is unencumbered.
WHEREAS, the Purchaser is desirous of purchasing through the Company shares of
Vitro Diagnostics, Inc. for $0.40 per share.
WHEREAS, the Purchaser is making the following representations:
A. That under the definitions of the Securities Act of
1933 the Purchaser is accredited.
B. That all questions of the Company have been answered to the
satisfaction of the Purchaser.
NOW THEREFORE, it is agreed that the Purchaser is subscribing for 280,000 Shares
of Vitro Diagnostics, Inc. at $0.40 per share, and has already transferred $
112,000 to Pueblo Bank & Trust to settle the transaction.
EXECUTED BY PURCHASER:
- --------------------------- ----------------------------------
Purchaser (Signature) Purchaser's Social Security Number
Lloyd G. Hansen EXECUTED BY
WORLD WIDE CAPITAL CO.:
2646 SW Mapp Rd, Ste. 304 /s/ Brett G. Brubaker
----------------------------------
Purchaser Address Brett G. Brubaker, Partner
World Wide Capital Company
Palm City, FL 34990 Prentice Point Tower - 5th Floor
Greenwood Village, CO 80111
