UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K /A-1

CURRENT REPORT

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

Date of Report (Date of earliest event reported):     June 27, 2011

VITRO DIAGNOSTICS, INC.
(Exact Name of Registrant as Specified in its Charter)

4621 Technology Drive, Golden CO  80403
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:   (303) 999-2130

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

Vitro Diagnostics, Inc., (the “Company” or “Licensor”) previously announced that it had entered into a  Technology License, License Option and Technical Assistance Agreement effective March 29, 2011 (“License Agreement”) with James T. Posillico, Ph.D. (“Licensee”)  granting Licensee an exclusive license covering two of the Company’s patents: United States Patent Number 5,990,288, Method for Purifying FSH and United States Patent Number  6,458,593 B1, Immortalized Cell Lines and Methods of Making The Same.  The patents are related to treatment of infertility and know-how relating to the commercial production and cellular generation of the hormone, follicle-stimulating hormone and related gonadotropin hormones for use in the treatment of infertility in both humans and animals.  In addition, the License grants the exclusive option to license a pending patent application for the commercial production of clinical grade gonadotropin hormones and, in addition, the Company’s intellectual property related to generation of crude materials containing gonadotropin hormones from certain cellular sources. The License has a term of five (5) years; however, the License can be terminated after two and one-half years if there have been no sales of Licensed Products.

On June 27, 2011, the parties executed an Amendment No. 1 to the License Agreement (the “Amendment”) with an agreed-upon effective date of March 30, 2011.  Under the terms of the Amendment, the License Fee was agreed to be $10,000 which will be a credit against the accrued payable which the Company owes Dr. Posillico.

  In addition there shall be a royalty payment of three percent (3%) of the Gross Sales of all Licensed Products made, used, sold, offered for sale, imported, leased, or otherwise transferred by or on behalf of Licensee (“Royalty Payment”) during the first year following sales of Licensed Product.  Such Royalty Payment shall be 4% of the Gross Sales of all Licensed Products during the second year of sales of Licensed Product.  Such Royalty Payment shall be 4.5 % of the Gross Sales of all Licensed Products during the third year of product sales and shall remain at this level throughout the remaining term of the agreement.  

A copy of the Amendment No. 1 to License Agreement  is filed as an exhibit herewith.

ITEM 8.01 :        OTHER EVENTS

On June 27, 2011, the Company and Dr. Posillico executed an Amended and Restated Agreement to Convert Debt, effective as of March 30, 2011, pursuant to which Dr. Posillico forgave and released the Company from any future obligation to pay the $190,000 balance of accrued compensation.  

A copy of the Amended and Restated Agreement to Convert Debt is filed herewith as Exhibit 99.2.

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ITEM 9.01:       EXHIBITS

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SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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