VITRO DIAGNOSTICS INC
8-K/A, 2000-11-02
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

        Date of Report (Date of Earliest Event Reported): October 9, 2000
                                                          ----------------

                             VITRO DIAGNOSTICS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


    Nevada                        0-17378                        84-1012042
----------------               ------------                  -------------------
(State or other                (Commission                   (I.R.S. Employer
jurisdiction of                File Number)                  Identification No.)
incorporation)

                             8100 Southpark Way, B-1
                            Littleton, Colorado                   80120
               ----------------------------------------       -------------
               (Address of Principal Executive Offices)         (Zip Code)


        Registrant's telephone number including area code: (303) 798-6882
                                                           --------------


          -------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>



Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     On October 9, 2000, Vitro Diagnostics, Inc. (the "Company"), as approved by
the Board of  Directors,  engaged  Cordovano  and Harvey,  P.C. as its principal
accountant and independent auditors for the fiscal year ending October 31, 2000,
and  simultaneously  dismissed  Larry  O'Donnell,  CPA,  P.C.  as its  principal
accountant and auditors.

     The reports of Larry O'Donnell, CPA, P.C. for the past two fiscal years did
not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.

     During the Company's  two most recent  fiscal years and the interim  period
through October 9, 2000, there were no disagreements with Larry O'Donnell,  CPA,
P.C. on any matter of accounting  principles or practices,  financial  statement
disclosure,  or  auditing  scope and  procedure  which,  if not  resolved to the
satisfaction of Larry  O'Donnell,  CPA, P.C., would have caused Larry O'Donnell,
CPA, P.C. to make reference to the matter in their report.  Further,  there were
no  reportable  events as that term is  described  in Item  304(a)(1)(iv)(B)  of
Regulation S-K.

     The Company has requested Larry O'Donnell, CPA, P.C. to furnish it a letter
addressed to the Securities and Exchange  Commission  stating  whether it agrees
with the above  statements.  A copy of the letter,  dated  October 27, 2000,  is
filed as Exhibit 16 to this Form 8-K/A.

     During the two most  recent  fiscal  years and the interim  period  through
October 9, 2000,  the  Company has not  consulted  Cordovano  and Harvey,  P.C.,
regarding any matter requiring disclosure in this Form 8-K/A.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

     a.   Not applicable.

     b.   Not Applicable.

     c.   Exhibits.

     16.  Letter,  dated October 27, 2000,  from former  certifying  accountant,
          Larry O'Donnell, CPA, P.C.





<PAGE>



                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned hereunto duly authorized.


                                                 VITRO DIAGNOSTICS, INC.

Date: October 30, 2000                  By:  /s/ James R. Musick
                                             -----------------------
                                                 James R. Musick, President


<PAGE>




                                  EXHIBIT INDEX

Exhibit

Number      Description

16          Letter from Larry O'Donnell, CPA, P.C., dated October 27, 2000.





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