VITRO DIAGNOSTICS INC
SC 13D/A, 2000-02-11
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
Previous: WERNER ENTERPRISES INC, SC 13G/A, 2000-02-11
Next: CANDELA CORP /DE/, 10-Q, 2000-02-11





                                         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




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission