United States
Securities and Exchange Commission
Washington, D.C. 20549
Commission File No.:00017378
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
VITRO DIAGNOSTICS, INC.
-----------------------
(Name of Issuer)
Common
------
(Title of Class of Securities)
928501-30-3
-----------
(Cusip Number)
Kilyn Roth at World Wide Capital Investors, LLC, P.O. Box 8, Westcliff, CO 81252
(719)942-3056
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 3, 2000
---------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement 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 / /.
(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/A
CUSIP NO.: 928501-30-3 Page 1 of 5 Pages
1. Name of Reporting Person and
S.S. or I.R.S. Identification No.
a) World Wide Capital Investors, LLC
a Colorado Limited Liability Company
Tax ID #: 84-1012042
Individuals reporting who are also Members of World Wide Capital
Investors LLC:
b) Kristine Brubaker
c) Kilyn Roth
2. Check the Appropriate Box if A Member of a Group*
a /X/
b / /
3. SEC Use Only
4. Source of Funds
NA
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
/ /
6. Citizenship or Place of Organization
Colorado Limited Liability Company
State of Colorado, USA
7. Sole Voting Power
a) 2,370,000 shares are owned World Wide Capital Investors, LLC (Kilyn
Roth manager and
member)
b) Kristine Brubaker (22.7% member of World Wide Capital Investors, LLC -
deemed beneficial owner) She owns 62,000 shares individually.
c) Kilyn Roth (11% member and manager of World Wide Capital Investors, LLC)
She owns 56,250 shares individually.
8. Shared Voting Power
0
9. Sole Dispositive Power
a) 2,370,000 World Wide Capital LLC
b) Kilyn Roth 56,250 shares individually
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
a) 2,370,000 shares (World Wide Capital Investors, LLC)
b) Kilyn Roth 56,250 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
13. Percent of Class Represented by Amount in Row (11)
a) 28% World Wide Capital Investors LLC
b) .7% Kristine Brubaker individually
c) .6% Kilyn Roth individually
14. Type of Reporting Person
a) OO b) IN c) IN
Item 1. Security & Issuer
This statement relates to common shares of Vitro Diagnostics, Inc., 8100
Southpark Way, Bldg. B-1, Littleton, CO 80120
This is an amendment to reflect ownership changes by Kilyn Roth and Kristine
Brubaker
Item 2.
I. a. World Wide Capital Investors, LLC - a Colorado Limited Liability
Company
b. P.O. Box 8, Westcliffe, CO
c. Reporting party was formed to acquire a total of 2,370,000 shares
of common stock of Vitro Diagnostics, Inc.
d. Neither 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 Place of Formation: State of Colorado
II. Manager of LLC and deemed beneficial owner of World Wide Capital Investors,
LLC:
a. Kilyn Roth
b. P.O. Box 8, Westcliffe, CO
c. Principal occupation has been as President of and manager of
World Wide Capital Company and manager of World Wide Capital
Investors, LLC within the past two years. The address of such
business is P.O. Box 8, Westcliffe, CO.
d. The reporting person has not, 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.
f. Citizenship: United States
Beneficial Owner who owns more than 10% interest in World Wide
capital Investors, LLC.
III. Deemed Beneficial Owner of World Wide Capital Investors LLC by
virtue of 22% ownership interest.
a. Kristine Brubaker
b. P.O. Box 8, Westcliffe, CO
c. Principal occupation has been as secretary of World Wide Capital
Company within the past two years. The address of such business
is P.O. Box 8, Westcliffe, CO.
d. The reporting person has not, 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.
f. Citizenship: United States
IV. Other Members of World Wide Capital Investors, LLC have no
management responsibility and none have
a. been convicted in a criminal proceeding during the last five
years (excluding traffic matters);
b. 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 any LLC member.
Item 3. Source and Amount of the Funds
Not Applicable
Item 4. Purpose of the Transaction
The changes reported are private sales of 12,500 shares owned by Kilyn
Roth and 12,500 shares owned by Kristine Brubaker in Vitro Diagnostics, Inc. on
or about January 3, 2000.
At this date and time, World Wide Capital Investors, LLC and Kristine
Brubaker and Kilyn Roth have no intent to exercise control of or change
management of Vitro Diagnostics, Inc. They intend to hold shares for investment
purposes. They have no plans at the date hereof which relate to or would result
in any of the following:
a) The acquisition by any person of additional securities of the
Company, , however, that the Reporting Persons may sell shares in
the Company from time to time.
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 to 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 Soock 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 the above.
Item 5. Interest in Securities of the Issuer
a. 2,370,000 common shares (28%) of Vitro Diagnostics are owned
beneficially and of record by World Wide Capital Investors, LLC.
Kristine Brubaker, , owns 22% of the World Wide Capital Investors
LLC interest and owns 62,000 shares personally which she may
vote. Kilyn Roth, manager of World Wide Capital Investors LLC,
owns 11.77% of the LLC interest and owns 56,250 shares personally
which she may vote.
b. World Wide Capital Investors, LLC has sole power to vote
2,370,000 shares of common stock. Kilyn Roth is the manager of
World Wide Capital Investors, LLC. World Wide Capital Investors,
LLC may be deemed and beneficially owned by Kristine Brubaker as
a 22.7% owner, who also owns individually 62,000 shares of
issuers common stock.
c. Neither World Wide Capital Investors, LLC nor Kilyn Roth, nor
Kristine Brubaker had any transactions in issuer's shares in the
60 days prior to January 3, 2000.
d. Not Applicable
e. Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Persons had an understanding in December 1998 with Lloyd
Hansen, a purchaser of 1,280,000 shares 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
per agreement.
Item 7. Exhibits
NONE
<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.
WORLD WIDE CAPITAL INVESTORS, LLC.
Dated: February 11, 2000 /s/ Kilyn Roth
- ------------------------ --------------
Kilyn Roth, Manager
/s/ Kristine Brubaker
---------------------
Kristine Brubaker
/s/ Kilyn Roth
--------------
Kilyn Roth