UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1) *
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)
June 7, 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
James R. Musick
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
PF
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: 1,431,848
8 Shared Voting Power: --00--
9 Sole Dispositive Power: 1,431,848
10 Shared Dispositive Power: --00--
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,431,848
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares[ ]
13 Percent of Class Represented by Amount in Row (11): 18.2%
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
a. Name: James R. Musick ("Musick" or "Reporting Person").
b. Address: 9238 Black Mountain Drive, Conifer, CO 80433
c. Occupation: Musick is the vice president and secretary of
Vitro Diagnostics, Inc.
d. & e.Sanctions: During the last 5 years, Musick has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor has Musick, during the last 5 years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction, a result of which was to subject him 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.
f.Citizenship: United States of America
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
Since the filing of the original Schedule 13D by Musick, he has exercised
options to acquire an aggregate of 455,141 share of Common Stock of the
Company. Further, Musick has been granted options to acquire an additional
131,848 shares of Common Stock. The funds used to exercise the options were
the personal funds of Musick.
Item 4: PURPOSE OF TRANSACTION
The ownership which is the subject of this Schedule was acquired by Mr.
Musick for the purpose of investment. Mr. Musick 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;
<PAGE>
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 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, Musick is deemed to
beneficially own 1,431,848 shares of Common Stock of the Company,
representing 18.2% of the issued and outstanding Common Stock.
Of that amount, Musick owns 1,055,141 shares of Common Stock, and
has the option to acquire 376,707 additional shares. Options owned
by Musick include 31,848 exercisable at a price of $.625 per share
until June 7, 2009, 44,859 exercisable at $.08 per share until
April 8, 2007, 200,000 exercisable at $.16 per share until May 7,
2006 and 100,000 exercisable at $.10 per share until May 1, 2008.
b. Musick has the sole power to vote and has sole dispositive right
with regard to the 1,431,848 shares of Common Stock.
c. On June 7, 1999, Musick acquired an option to purchase 31,848
shares of Common Stock at an exercise price of $.625 per share.
Said option is exercisable immediately and until June 7, 2009.
Further, on June 10, 1999, Musick exercised options to acquire an
aggregate of 455,141 shares of Common Stock. Of that amount,
400,000 were acquired at a price of
<PAGE>
$.07 per share and 55,141 at a price of $.08 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/ James R. Musick Date: 10/13/99
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James R. Musick
