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.
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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)
Kilyn Roth at World Wide Capital Investors, LLC, 7609 Ralston Road, Arvada,
Colorado 80002; (719)942-3056
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
June 2, 2000
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(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)
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SCHEDULE 13D/A
CUSIP NO.: 928501-30-3 Page 1 of 7 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
<PAGE>
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 changes in the Intent of Reporting Entity
with regard to control of the Board of Directors and other matters.
Item 2.
I. a. World Wide Capital Investors, LLC - a Colorado Limited Liability
Company
b. 7609 Ralston Road, Arvada, Colorado 80002
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
<PAGE>
II. Manager of LLC and deemed beneficial owner of World Wide Capital Investors,
LLC:
a. Kilyn Roth
b. P.O. Box 383, Cotopaxi, CO 81223
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 7609 Ralston Road, Arvada, 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. 5715 Education Drive, Suite 302, Cheyenne, WY 82009
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 383, Cotopaxi, 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
This item is amended to reflect that World Wide Capital Investors, LLC is
intending to seek and exercise control of the Company. World Wide Capital
Investors, LLC. has proposed and will support a slate of Directors of its
choosing.
World Wide Capital Investors, LLC intends to use its shareholder position
to maximize shareholder value, to help the Company grow, to seek licensing or
sales of Company technology, and possibly to achieve a sale of the Company at
some undetermined future date.
<PAGE>
a) Reporting Entity has no specific plans at the date hereof which
relate to or would result in 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) Reporting Entity may seek an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
c) Reporting Entity may seek a sale or transfer of a material amount
of assets of the Company or any of its subsidiaries;
d) World Wide Capital Investors, LLC will seek a change in the
present board of directors or management of the company,
increasing the number of directors to five directors;
e) No material change in the present capitalization or dividend
policy of the Company is contemplated;
f) No other material changes in the Company's business or corporate
structure is planned at this time, 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) No 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 are planned;
h) There are no plans to cause 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; or
i) There are no plans to cause a class of equity securities of the
Company to become eligible for termination of registration pur-
suant to Section 12 (g) (4) of the Securities Act of 1934.
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 June 2, 2000.
d. Not Applicable
e. Not Applicable
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Entity and Persons have no understanding or agreement at this
time with any other person regarding securities of the issuer.
Item 7. Exhibits
None
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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: June 2, 2000 /s/ Kilyn Roth
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Kilyn Roth, Manager
/s/ Kristine Brubaker
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Kristine Brubaker
/s/ Kilyn Roth
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Kilyn Roth
