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EXCEL - IDEA: XBRL DOCUMENT - VITRO DIAGNOSTICS INCFinancial_Report.xls
EX-31 - CERTIFICATION - VITRO DIAGNOSTICS INCexhibit310114.htm
EX-32 - CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 - VITRO DIAGNOSTICS INCexhibit320114.htm

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


FORM 10-Q


[ X ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2014

OR


[   ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT

For the transition period from          to         


Commission file number 1-17378


VITRO DIAGNOSTICS, INC.

(Exact Name of Small Business Issuer as Specified in its Charter)


               Nevada               

     84-1012042     

(State or other jurisdiction

I.R.S. Employer

of incorporation or organization)

Identification number


4621 Technology Drive, Golden, CO  80403
(Address of Principal Executive Offices)

Issuer's telephone number:     (303) 999-2130

 

Former name, former address, and former fiscal year, if changed since last report

 

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

Yes  [ X ]    No [    ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,  a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):  

Large accelerated filer [    ] Accelerated filer [    ]   Non-accelerated filer [    ]

Smaller Reporting Company [  X  ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ]  No  [ X ].


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [  ]


As of March 17, 2014, the Registrant had 19,803,403 shares of its Common Stock outstanding.






PART 1.  FINANCIAL INFORMATION


Item 1.

   Financial Statements


The financial statements included herein have been prepared by Vitro Diagnostics, Inc. (the Company), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations.  In the opinion of management of the Company the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of January 31, 2014 and October 31, 2013, and its results of operations for the three month periods ended January 31, 2014 and 2013, its statement of changes of shareholders’ deficit for the period November 1, 2012 through January 31, 2014, and its cash flows for the three month periods ended January 31, 2014 and 2013.  The results for these interim periods are not necessarily indicative of the results for the entire year.  The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company's annual report on Form 10-K.    












VITRO DIAGNOSTICS, INC.

Balance Sheets

 

 

 

 

 

January 31, 2014

 

October 31, 2013

 

 

(unaudited)

 

 

Assets

 

 

 

Current assets:

 

 

 

 

Cash

 $                5,804

 

 $                2,197

 

Accounts receivable

                 3,631

 

                   4,733

 

Accounts receivable – related parties (Note B)

20,602

 

700

 

Inventory, at cost

                 25,782

 

                 25,224

 

Prepaid and other current assets

                        -   

 

                     302

 

     Total current assets

                 55,819

 

                 33,156

 

 

 

 

 

Equipment, net of accumulated depreciation of $110,865 and $107,092

                 51,508

 

                 10,764

Patents, net of accumulated amortization of $14,178 and $13,999 (Note A)

                 17,177

 

                 17,976

Deferred costs (Note A)

                 12,829

 

                 12,829

Other assets

                   1,449

 

                   1,449

 

 

 

 

 

 

     Total assets

 $            138,782

 

 $              76,174

Liabilities and Shareholders' Deficit

 

 

 

Current liabilities:

 

 

 

 

Current maturities on capital lease obligation

 $              21,488

 

 $                     -   

 

Lines of credit (Note D)

                 36,557

 

                 37,292

 

Accounts payable

                 22,553

 

                 28,238

 

Accounts payable - related parties (Note B)

                 40,829

 

                 30,391

 

Other accrued liabilities

                   6,196

 

                        -   

 

Advances and accrued interest payable to officer (Note B)

               776,183

 

               710,924

 

Accrued payroll expenses (Note B)

            1,205,958

 

            1,202,808

 

     Total current liabilities

            2,109,764

 

            2,009,653

 

 

 

 

 

Capital lease obligation

                 17,405

 

                        -   

 

     Total liabilities

            2,127,169

 

            2,009,653

 

 

 

 

 

Commitments and contingencies (Notes A, B, C, D, E, F, G, H, I and J)

 

 

 

 

 

 

 

 

Shareholders' deficit (Note F):

 

 

 

 

Preferred stock, $.001 par value; 5,000,000 shares authorized;

   -0- shares issued and outstanding

 

 

 

 

                        -   

 

                        -   

Common stock, $.001 par value; 50,000,000 shares authorized;

    19,803,403 shares issued and outstanding

 

 

 

                 19,803

 

                 19,803

 

Additional paid-in capital

            5,413,015

 

            5,413,015

 

Services prepaid with common stock

                        -   

 

                        -   

 

Accumulated deficit

           (7,421,205)

 

           (7,366,297)

 

     Total shareholders' deficit

           (1,988,387)

 

           (1,933,479)

 

 

 

 

 

 

     Total liabilities and shareholders' deficit

 $            138,782

 

 $              76,174




See accompanying notes to these unaudited financial statements

1




 

 

VITRO DIAGNOSTICS, INC.

Statements of Operations

(unaudited)

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 

January 31,

 

 

 

2014

 

2013

Product sales

 $            7,031

 

 $          14,778

 

Cost of goods sold

             (1,670)

 

             (3,818)

 

 

Gross profit

               5,361

 

             10,960

Professional services income

             19,307

 

                    -   

Net revenue

             24,668

 

             10,960

 

 

 

 

 

 

Operating costs and expenses:

 

 

 

 

Research and development

             35,861

 

             27,143

 

Selling, general and administrative

             26,065

 

               8,712

 

 

Total operating costs and expenses

             61,926

 

             35,855

 

 

Loss from operations

            (37,258)

 

            (24,895)

 

 

 

 

 

 

Other income (expense):

 

 

 

 

Interest expense

            (17,650)

 

            (13,815)

 

 

 

 

 

 

 

 

Income (loss) before income taxes

            (54,908)

 

            (38,710)

 

 

 

 

 

 

Provision for income taxes (Note C)

                    -   

 

                    -   

 

 

 

 

 

 

 

 

Net income (loss)

 $         (54,908)

 

 $         (38,710)

 

 

 

 

 

 

Net loss per common share, basic and diluted

 $            (0.00)

 

 $            (0.00)

 

 

 

 

 

 

Shares used in computing net loss per common share:

 

 

 

 

Basic and diluted

       19,803,403

 

       19,308,912




See accompanying notes to these unaudited financial statements

2





VITRO DIAGNOSTICS, INC.

Statement of Changes in Shareholders' Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

Prepaid with

 

 

 

 

 

Preferred Stock

 

Common Stock

 

Paid-in

 

Common

 

Accumulated

 

 

 

Shares

 

Amount

 

Shares

 

Par Value

 

Capital

 

Stock

 

Deficit

 

Total

Balance, October 31, 2012

             -   

 

             -   

 

     19,308,912

 

 $   19,309

 

 $     5,382,509

 

 $     (1,458)

 

 $     (7,155,093)

 

 $     (1,754,733)

Prepaid services earned (Note E)

             -   

 

             -   

 

                  -   

 

             -   

 

                   -   

 

        11,458

 

                    -   

 

              11,458

Common stock issued to director for future services (Note E)

             -   

 

             -   

 

         169,491

 

          169

 

              9,831

 

      (10,000)

 

                    -   

 

                    -   

Common stock issued for consulting services (Note E)

             -   

 

             -   

 

           75,000

 

            75

 

              5,925

 

              -   

 

                    -   

 

               6,000

Conversion of accounts payable (Note E)

             -   

 

             -   

 

         250,000

 

          250

 

            14,750

 

              -   

 

                    -   

 

              15,000

Net loss for the year October 31, 2013

             -   

 

             -   

 

                  -   

 

             -   

 

                   -   

 

              -   

 

          (211,204)

 

          (211,204)

Balance, October 31, 2013

             -   

 

             -   

 

     19,803,403

 

 $   19,803

 

 $     5,413,015

 

 $            -   

 

 $     (7,366,297)

 

 $     (1,933,479)

Net loss for the three months ended January 31, 2014

             -   

 

             -   

 

                  -   

 

             -   

 

                   -   

 

              -   

 

            (54,908)

 

            (54,908)

Balance, January 31, 2014 (unaudited)

             -   

 

             -   

 

     19,803,403

 

 $   19,803

 

 $     5,413,015

 

 $            -   

 

 $     (7,421,205)

 

 $     (1,988,387)





See accompanying notes to these unaudited financial statements

3





VITRO DIAGNOSTICS, INC.

Statements of Cash Flows

(unaudited)

 

 

For The Three Months Ended

 

 

January 31,

 

 

2014

 

2013

 

 

 

 

 

Cash Flows from operating activities:

 

 

 

 

Net loss

 $       (54,908)

 

 $       (38,710)

 

Adjustments to reconcile net loss to net cash used in

  operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

             4,572

 

             4,423

 

Stock-based compensation

                  -   

 

                625

 

Changes in current assets and current liabilities:

 

 

 

 

  Decrease (increase) in accounts receivable, inventories,

   prepaid expenses and deposits

 

 

 

 

          (19,056)

 

                  55

 

  Increase in accounts payable and accrued expenses

           29,358

 

          (15,050)

Net cash used in operating activities

          (40,034)

 

          (48,657)

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

Purchases of equipment

              (217)

 

            (5,839)

 

Payments for patents and deferred costs

                  -   

 

              (592)

Net cash used in investing activities

              (217)

 

            (6,431)

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

Proceeds from advances from officer

           50,000

 

           52,032

 

Draws (payments) on lines of credit, net

              (735)

 

              (318)

 

Principal payments on capital lease

            (5,407)

 

                  -   

Net cash provided by financing activities

           43,858

 

           51,714

 

 

 

 

 

 

Net change in cash

             3,607

 

            (3,374)

Cash, beginning of year

             2,197

 

             5,286

 

Cash, end of year

 $          5,804

 

 $          1,912

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

Cash paid during the year for:

 

 

 

 

   Interest

 $          2,391

 

 $          1,774

 

   Income taxes

 $                  -   

 

 $                  -   

 

Non-cash investing and financing activities:

 

 

 

 

  Purchase of equipment under capital lease

 $        44,300

 

 $               -   





See accompanying notes to these unaudited financial statements

4



VITRO DIAGNOSTICS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS



NOTE A: NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Nature of Organization


The Company was incorporated under the laws of Nevada on February 3, 1986.  From November of 1990 through July 31, 2000, the Company was engaged in the development, manufacturing and distribution of purified human antigens (“Diagnostics”) that were derived primarily from human tissues.  The Company also developed cell technology including immortalization of certain cells that allowed entry into other markets besides diagnostics.  However, during the 1990’s, the Company’s sales were solely attributable to the sales of purified human antigens for diagnostic applications.   


Following the sale of its Diagnostics operations in August of 2000, the Company began devoting all efforts to its cellular generation technology which evolved from a focus on induction of cellular immortalization to technology related to stem cells.  Stem cell technology has potentially broad application to many medical areas, including drug discovery and development together with numerous therapeutic applications to diseases involving cellular degeneration, injury or to the treatment of cancer.  The Company launched a series of products targeting basic research in stem cell technology in 2009.  These “Tools for Stem Cell and Drug Discovery™” offer researchers basic tools needed to advance stem cell technology including stem cells and their derivatives, media for growth and differentiation of stem cells and advanced tools for measurement of stem cell quality, potency and response to toxic agents.  The Company has been granted patents for its proprietary technology related to the immortalization of human cells and subsequently expanded this technology to include patented and patent-pending technology involving generation of stem cells with potential application to a variety of commercial opportunities including the treatment of degenerative diseases and drug discovery.


The Company also owns patented technology related to treatment of human infertility.  The Company has been granted a US patent for its process to manufacture VITROPIN™.  VITROPIN™ is a highly purified urinary follicle-stimulating hormone (“FSH”) preparation produced according to the Company’s patented purification process.


The Company also owns patented technology that provides protection to a specific cell line derived from human pancreatic tissues that gives rise to structures comparable to the Islets of Langerhans (beta islets).  These islets also synthesize and secrete insulin in response to elevated glucose levels, as do beta islets contained within pancreatic tissue.  Vitro has also developed a process for the commercial production its cell line-derived islets.  Furthermore, the Company previously obtained regulatory approval for an animal protocol to determine reversal of Type I diabetes, a critical step in the demonstration of efficacy.  This patent affords an exclusive proprietary position to the Company for a new cellular therapy to treat Type I diabetes.




5



The Company is currently focused on revenue generation from its stem cell-based research products and to expanded opportunities for revenue generation in drug discovery and development together with select opportunities in regenerative medicine.


Basis of Presentation – Going Concern


The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has suffered significant losses since inception and has working capital and shareholders’ deficits of $(2,053,945) and $(1,988,387), respectively, at January 31, 2014, which raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and generate revenues and profits from operations.


The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company has financed its operations primarily through cash advances from the Company’s president, as well as through various private placements of equity securities.  During the year ended October 31, 2012, the President advanced the Company a total of $114,032 for working capital on an “as needed” basis, as well as $50,000 during the quarter ended January 31, 2013.  There is no assurance that these advances will continue in the future.


The Company has recently entered into a non-binding Letter of Intent with Neuromics, Inc. to acquire this company through an exchange of its securities and cash (See Note I, Subsequent Events).  Completion of this merger would substantially increase the revenue generation of the combined entities and improve the Company’s financial condition.  Also, the Company and Neuromics, Inc. now operate in close association including distribution of Vitro products by Neuromics as well as joint development of new business opportunities in drug discovery and regenerative medicine.


There is no assurance that these initiatives will yield sufficient capital to maintain the Company’s operations. In such an event, management intends to pursue various strategic alternatives.


Summary of Significant Accounting Policies


Use of estimates


The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.




6



Cash equivalents


For the purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.


Accounts receivable


Accounts receivable consists of amounts due from customers.  The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable.  At January 31, 2014 and October 31, 2013, no allowances were recorded and all amounts due from customers were considered collectible.


Inventory


Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market.  Finished goods inventories include certain allocations of labor and overhead.  At January 31, 2014 and October 31, 2013, finished goods included approximately $9,000 and $9,800, respectively, of labor and overhead allocations.  Inventories consisted of the following:

 

January 31, 2014

 

October 31, 2013

Raw materials

 $    11,196

 

 $       9,735

Finished goods

14,586

 

          15,489

 

 $  25,782

 

 $     25,224


Shipping and freight costs


All freight costs associated with the receiving of goods and materials are expensed during the period in which it is received.  For the three months ended January 31, 2014 and 2013, $995 and $648 are included in research and development costs in the accompanying statements of operations.  Shipping costs for products shipped to customers is generally charged to the customer at invoicing and are considered a component of the sale transaction.  For the three months ended January 31, 2014 and 2013, $177 and $331, respectively, are included in product sales in the accompanying statements of operations.




7



Research and development


The Company’s operations are predominantly in research and development (“R&D”).  These costs are expensed as incurred and are primarily comprised of costs for: salaries, overhead and occupancy, contract services and other outside costs, quality assurance and analytical testing. As the Company’s operations include manufacturing and R&D, we report cost of goods sold, including estimates of labor, materials and overhead allocations to the production of specific products. 


Property, equipment and depreciation


Property and equipment, generally consisting of laboratory equipment and office equipment and furniture, are stated at cost and are depreciated over the assets’ estimated useful lives ranging from three to seven years using the straight-line method.  Depreciation expense totaled $3,773 and $3,638 for the three months ended January 31, 2014 and 2013, respectively.


Upon retirement or disposition of equipment, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations.  Repairs and maintenance are charged to expense as incurred and expenditures for additions and improvements are capitalized.


Patents, deferred costs and amortization


Patents consist of costs incurred to acquire issued patents.  Amortization commences once a patent is granted.  Costs incurred to acquire patents that have not been issued are reported as deferred costs.  If a patent application is denied or expires, the costs incurred are charged to operations in the year the application is denied or expires.


The Company amortizes patents over a period of ten years.  Amortization expense totaled $799 and $785 for the three months ended January 31, 2014 and 2013, respectively.  Estimated future amortization expense for each of the next five fiscal years is as follows:


Year ended October 31,

 

 

2014

$

2,399 

2015

 

3,198 

2016

 

3,198 

2017

 

3,198 

2018

 

     3,198

Thereafter

 

      1,986    

 

$

 17,177 




8



At January 31, 2014 the Company had one patent as follows:

Generation and differentiation of adult stem cell lines

 $

31,975 

(This patent is for a proprietary stem cell line with potential application to treatment of diabetes in both animals and humans.)

 

 

    Less accumulated amortization

 

(14,798)

 

 $

     17,177


The Company has incurred costs relating to the filing of a new United States patent application entitled “POU5-F1 Expression in Human Mesenchymal Stem Cells” and the development of new technology related to generation of human induced pluripotent stem cells (iPS).  These costs totaled $10,459 at both January 31, 2014 and October 31, 2013 and 2012, and are included as deferred patent costs in the accompanying balance sheets.


The Company has also incurred costs relating to the filing of a new United States patent application entitled “Methods to Culture Mesenchymal Stem Cells and Related Materials” and the development of new technology related to this patent application.  These costs totaled $2,370 at both January 31, 2014 and October 31, 2013, and are included as deferred patent costs in the accompanying balance sheets.


Impairment and Disposal of Long-Lived Assets


The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable.  If such assets are considered impaired, the impairment to be recognized is determined as the amount by which the carrying value exceeds the fair value of the assets.


The Company periodically reviews the carrying amount of it long-lived assets for possible impairment.  The Company recorded no asset impairment charges during either of the three months ended January 31, 2014 or 2013.  A contingency exists with respect to these matters, the ultimate resolution of which cannot presently be determined.


Income taxes


The Company uses the liability method of accounting for income taxes.  Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.




9



Revenue recognition and concentration of revenues


The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured.


The Company derives a portion of its revenue from data and analysis services, and is included in Professional services income in the accompanying statement of operations.  Any costs associated with this revenue are included in the Company’s operating costs and expenses.


For the three months ended January 31, 2014, 76% of the Company’s product sales were made to customers of a company controlled by a director who was elected to the Company’s Board of Directors on February 20, 2013.  Of the remaining 24%, no significant concentrations existed.  For the three months ended January 31, 2013, 94% of the Company’s sales were made to the Company’s top two customers.


Advertising Costs


The Company expenses all advertising costs as they are incurred.  Advertising costs were $180 and $632 for the three months ended January 31, 2014 and 2013, respectively.


Consulting Expenses


From time-to-time the Company engages consultants to perform various professional and administrative functions including public relations and corporate marketing.  Expenses for consulting services are generally recognized when services are performed and billable by the consultant.  In the event an agreement requires payments in which the timing of the payments is not consistent with the performance of services, expense is recognized as either service events occur, or recognized evenly over the period of the consulting agreement where specific services performed under the agreement are not readily identifiable.  Consulting agreements in which compensation is contingent upon the successful occurrence of one or more events are only expensed when the contingency has been, or is reasonably assured, to be met.


Fair value of financial instruments


The carrying amounts of cash, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to the short-term maturity of the instruments. Based on the borrowing rates currently available to the Company for loans with similar terms and average maturities, the fair value of long-term obligations consisting of various capital lease obligations approximates its carrying value.




10



Concentrations of credit risk


Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and cash equivalents, and trade accounts receivable.  As of January 31, 2014 and October 31, 2013, the Company had no amounts of cash or cash equivalents in financial institutions in excess of amounts insured by agencies of the U.S. Government.


Net loss per share


The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  For each of the three months ended January 31, 2014 and 2013, common stock equivalents of 300,000 representing fully vested outstanding stock options, were not included in the diluted per share calculation as all potentially dilutive securities were anti-dilutive due to the net loss in the period.


Stock-based compensation


Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (the “ASC”) Topic 718, “Stock Compensation,” establishes fair value as the measurement objective in accounting for share based payment arrangements, and requires all entities to apply a fair value based measurement method in accounting for share based payment transactions with employees.  Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the period during which the holder is required to provide services in exchange for the award, i.e., the vesting period.


Recent accounting standards

There were various accounting standards and interpretations issued during 2013 and 2014, none of which are expected to have a material impact on the Company’s consolidated financial position, operations, or cash flows.

NOTE B: RELATED PARTY TRANSACTIONS

Advances and accrued interest payable to officer


Through January 31, 2014, the Company’s President had advanced the Company a total of $627,014 used for working capital including $50,000 during the three months ended January 31, 2014.  The advances are uncollateralized, due on demand and accrue interest on the unpaid principal at a rate of 10% per annum.  Accrued interest payable on the advances totaled $149,169 and $133,910 at January 31, 2014 and October 31, 2013, respectively.  The total advances plus accrued interest totaling $776,183 and $710,924 at January 31, 2014 and October 31, 2013, respectively, are included as “Advances and accrued interest payable to officer” in the accompanying financial statements.




11



Employment agreements and accrued compensation


Effective May 1, 2008, the Company entered into an Executive Employment Agreement with its President.  The Agreement established annual base salaries of $80,000, $85,000, and $90,000 over the three years of the Agreement, which was to expire on April 30, 2011.  On April 27, 2011, the Company’s board of directors ratified a modification to the original agreement establishing an annual base salary of $12,000 per year, effective February 1, 2011 and continuing for three years, expiring February 2, 2014.  As of the date of this report, the agreement has expired and the Company is contemplating its options regarding the compensation of the President.  The Agreement also provided for incentive compensation based on the achievement of minimum annual product sales and an option to purchase one million shares of the Company’s common stock that includes contingent vesting requirements. The employment agreement includes changes in control accelerating vesting for exercise of underlying stock options and also includes severance provisions.  As of January 31, 2014, 100,000 of these common stock options were vested, and are exercisable at $0.19 per share and expire in July 2018.  These options are further discussed in Note E under the “Stock options granted to officer” caption.


The Company has accrued the salaries of its President due to a lack of working capital.  Total accrued salaries and payroll taxes were $1,205,958 and $1,202,808 and January 31, 2014 and October 31, 2013, respectively.  The President’s accrued salaries totaled $1,158,422 and $1,155,422 as of January 31, 2014 and October 31, 2013, respectively.  His salary is allocated as follows: 70% to research and development and 30% to administration.


In addition, accrued salaries totaling $833 are due a former executive officer from a previous employment agreement.


Total accrued payroll taxes on the above salaries totaled $46,703 and $46,553 at January 31, 2014 and October 31, 2013, respectively.


Office lease


On July 1, 2008, the Company entered into a five-year non-cancelable operating lease for a facility located in Golden, Colorado, which expired in June 2013.  The facility has been leased from a company that is owned by the President’s wife.  Upon expiration of the lease, the Company has agreed to continue leasing the facility under the same terms on a month-to-month basis.


The total rental expense was $6,633 and $6,222 and for the three months ended January 31, 2014 and 2013, respectively.  At January 31, 2014 and October 31, 2013, $37,198 and $26,750 were unpaid and are included in accounts payable - related parties in the accompanying balance sheets.




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Sales and Accounts receivable


The Company derives a portion of its revenue from data and analysis services, and is included in Professional services income in the accompanying statement of operations.  For the three months ended January 31, 2014, this revenue totaled $19,307, and all the service income billings were made to customers of a company controlled by a director who was elected to the Company’s Board of Directors on February 20, 2013.  For the three months ended January 31, 2013 no such income was earned.  At January 31, 2014 and October 31, 2013, $20,602 and $700, respectively, of these sales had not been collected and are included in Accounts receivable, related parties.


Other


The President has personally guaranteed all debt instruments of the Company including all credit card debt.


NOTE C: INCOME TAXES


A reconciliation of the U.S. statutory federal income tax rate to the effective rate is as follows for the years ended:

 

October 31,

 2013

 

October 31,

2012

Benefit related to U.S. federal statutory graduated rate

-30.16%

 

-21.80%

Benefit related to State income tax rate, net of federal benefit

-3.23%

 

-3.62%

Accrued officer salaries

1.99%

 

1.41%

Net operating loss for which no tax benefit is currently available

31.40%

 

24.01%

 

Effective rate

    0.00%

 

    0.00%


The primary components of temporary differences that give rise to the Company’s net deferred tax assets are as follows:


 

October 31,

2013

 

October 31,

 2012

Tax credits for net operating loss carry forwards

$

   1,623,138 

 

$

    1,578,251 

Accrued officer salaries

 

      445,761 

 

 

        441,091 

Deferred tax asset (before valuation allowance)

 $

    2,068,899

 

     2,019,342 





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At October 31, 2013, deferred taxes consisted of a net tax asset of $2,068,899, due to operating loss carry forwards and other temporary differences of $8,507,658, which was fully allowed for in the valuation allowance of $2,068,899.  The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery.  The changes in the valuation allowance for the years ended October 31, 2013 and 2012 totaled $49,556 and $53,038, respectively.  Net operating loss carry forwards will expire in various years through 2033.


The Company is delinquent on filing its federal and state tax returns and may be subject to penalties and interest.  A contingency exists with respect to this matter, the ultimate resolution of which may not be presently determined.


The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the asset will be realized.  At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax asset is no longer impaired and the allowance is no longer required.


Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company’s tax net operating loss carry forwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.


NOTE D: LINES OF CREDIT


The Company has a $12,500 line of credit of which $512 was unused at January 31, 2014.  The interest rate on the credit line was 21.90% at January 31, 2014.  The credit line is collateralized by the Company’s checking account.  Principal and interest payments are due monthly.


At January 31, 2014 the Company also had three credit cards with a combined credit limit of $26,700, of which $2,131 was unused.  The interest rates on the credit cards range from 10.24% to 29.4%, with a weighted average rate of 15.24% at January 31, 2014.  All other credit cards previously used by the Company have been paid off and closed.


NOTE E: CAPITAL LEASE OBLIGATION


In November 2013, the Company entered into a capital lease agreement to acquire certain laboratory equipment.  The Company is obligated to make 24 monthly payments of $2,006 plus applicable sales and use taxes through October 2015.




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Future maturities of the Company’s capital lease obligations are as follows:


Fiscal year ended October 31,

 

 

2014

 

 $18,053

2015

 

 24,071

 

 

 42,124

Less imputed interest

 

 (3,231)

Present value of minimum lease payments

 

 $38,893


The president of the Company has personally guaranteed the lease obligation.



NOTE F: SHAREHOLDERS’ DEFICIT


Preferred Stock


The Company has authorized 5,000,000 shares of $.001 par value preferred stock, of which none were issued and outstanding at January 31, 2014.  These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors.


Stock options granted to officer


On May 1, 2008, the Company granted a non-qualified stock option to its President to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.19 per share, and expire in 2018.  On the grant date, the traded market value of the stock was $0.19 per share.  The options vest upon the achievement of certain contingencies.  As a result of the patent license agreements in March 2011, a contingency was met resulting in the vesting of 100,000 of these options.  None of the other contingencies have been met as of January 31, 2014, and as of that date $170,100 of unamortized stock compensation expense remains for the unvested portion of these options. The weighted average exercise price and weighted average fair value of these options on the grant date were $0.19 and $0.19, respectively.  


The fair value of the options was determined to be $189,000, and was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:


Risk-free interest rate

3.68%

Dividend yield

0.00%

Volatility factor

228.72%

Weighted average expected life

6.5 years


Common Stock Issued for Services


The Company has issued shares of its common stock to certain Directors and members of the Company’s advisory boards.  The value of the services is determined by the fair value of the common stock at the time the shares are considered issued.  The amounts are capitalized to equity as



15



“services prepaid with common stock” on the Company’s balance sheets until the services are considered earned, at which time they are expensed as stock-based compensation and removed from equity.


On February 21, 2013, the Company’s Board of Directors ratified the issuance of 169,491 shares of the Company’s common stock to Mr. Pete Shuster, Director, as compensation for services for fiscal year ending October 31, 2013.  The transaction was valued at $10,000 or $0.059 per share, which was the weighted average closing price of the Company’s common stock for the last twenty days preceding the date of the transaction.


In addition, $625 of stock compensation expense was charged to operations for the three months ended January 31, 2013, respectively, representing services provided by a member of the Company’s Scientific Advisory Board.  No such expense was recorded for the three months ended January 31, 2014.


Incentive plans


Effective December 2, 2000, the Company’s Board of Directors adopted an Equity Incentive Plan (the “Plan”), which replaced the Company’s 1992 Stock Option Plan.  The purpose of the Plan is to attract and retain qualified personnel, to provide additional incentives to employees, officers, consultants and directors, and to promote the Company’s business.  The Plan authorizes total awards of up to 1,000,000 shares of the Company's common stock. Awards may take the form of incentive stock options, non-qualified stock options, restricted stock awards, stock bonuses and other stock grants. If an award made under the Plan expires, terminates, is canceled or settled in cash without the issuance of all shares of common stock covered by the award, those shares will be available for future awards under the Plan.  Awards may not be transferred, except by will or the laws of descent and distribution.  No awards may be granted under the Plan after September 30, 2010.


The Plan is administered by the Company's Board of Directors, which may delegate its authority to a committee of the Board of Directors. The Board of Directors has the authority to select individuals to receive awards, to determine the time and type of awards, the number of shares covered by the awards, and the terms and conditions of such awards in accordance with the terms of the Plan. In making such determinations, the Board of Directors may take into account the recipient's current and potential contributions and any other factors the Board of Directors considers relevant. The recipient of an award has no choice regarding the form of a stock award. The Board of Directors is authorized to establish rules and regulations and make all other determinations that may be necessary or advisable for the administration of the Plan. All options granted pursuant to the Plan shall be exercisable at a price not less than the fair market value of the common stock on the date of grant. Unless otherwise specified, the options expire ten years from the date of grant.




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At January 31, 2014 a total of 543,500 options had been issued under the Plan, of which 43,500 have expired.  The 200,000 options outstanding and vested under the Plan have a weighted average exercise price of $0.08 per share, and a weighted average remaining contractual life of 2.03 years at January 31, 2014.  Three hundred thousand (300,000) outstanding options not yet vested have an exercise price of $0.17 per share, and expire in April 2015.  For either the three months ended January 31, 2014 and 2013, no compensation expense was recognized for options under the Plan. No additional options may be issued under the Plan.


The following schedule summarizes the changes in the Company’s stock options including non-qualified options and options issued under the 2000 Plan:


 

 

 

 Number of Shares

Exercise Price Per Share

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price Per Share

Balance at October 31, 2012

 1,500,000

 

$0.08 to $0.19

4.75 years

$0.17

 

Options granted

 

 -   

 

 

 

 

 

 

 

Options exercised

 

 -   

 

 

 

 

 

 

 

Options expired

 

 -   

 

  

 

 

 

Balance at October 31, 2013

 1,500,000

 

$0.08 to $0.19

4.75 years

$0.17

 

Options granted

 

 -   

 

 

 

 

 

 

 

Options exercised

 

 -   

 

 

 

 

 

 

 

Options expired

 

 -

 

 

    

 

 

Balance at January 31, 2014

 1,500,000

 

$0.08 to $0.19

3.50 years

$0.17

Exercisable at October 31, 2013

 300,000

 

$0.08 to $0.19

3.10 years

$0.12

Exercisable at January 31, 2014

 300,000

 

$0.08 to $0.19

2.85 years

$0.12


NOTE G: CONSULTING AGREEMENTS


On November 1, 2013, the Company signed a consulting agreement with a financial advisory firm to provide consulting services regarding corporate development and evaluation of strategic financing options that may be available to the Company.  In consideration for these services, the consultant received $5,000 upon execution of the agreement, and is entitled to an additional $2,500 per month until termination of the agreement.  In addition, the consultant shall be entitled to compensation for certain completed strategic transactions dependent upon the terms of the completed transaction.  The initial term of the agreement is two months from execution of the agreement, after which the agreement will automatically renew unless terminated by written notice by either party.  The agreement has not been terminated and remains in full effect.  For the three months ended January 31, 2014 a total of $12,500 has been paid the consultant and is included in selling, general and administrative expenses in the accompanying statement of operations.




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NOTE H: JOINT PRODUCT DEVELOPMENT, MANUFACTURE AND DISTRIBUTION AGREEMENTS


On April 27, 2010 the Company executed an Agreement for Joint Product Development, Manufacture and Distribution (“Agreement”) with HemoGenix, Inc., a privately held biotechnology firm located in Colorado Springs, Colorado.  The Agreement provides for the joint manufacture and distribution of stem cell analysis tools.  The agreement provides for the expansion of assay platforms from HemoGenix, in particular, LUMENESC for mesenchymal stem cells (MSC).  Also, this original agreement between the Company and HemoGenix® was expanded during the latter portions of 2010 to include joint development of cell-specific toxicity assays including those targeting liver cells, heart, kidney and neuronal cells.  Furthermore, the strategic partners intend to jointly develop additional stem cell media products and align their respective quality programs to ensure consistency.  This agreement is currently inactive.


NOTE I: PATENT LICENSE AGREEMENT


Effective March 30, 2011, the Company entered into a Technology License, License Option and Technical Assistance Agreement with a former officer of the Company, granting him 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 an initial term of five years and shall be automatically renewed for additional two year periods until terminated by either party; however, the license can be terminated after two and one-half years if there have been no sales of licensed products.  Since there continues to be opportunities for commercialization, the Company has elected not to terminate this agreement at the present time.


The licensee was previously an executive officer of the Company, and the Company had carried a $200,833 liability for unpaid compensation.  The terms of the license agreement required payment of a non-refundable license fee of $10,000, which was paid by a reduction of the unpaid compensation liability.  In addition, the license agreement also required the licensee to forgive an additional $190,000 of the unpaid compensation liability.  In addition to the license fee and the forgiveness of the unpaid compensation liability, there shall be royalty payments of 3% and 4% of the gross sales of all licensed products sold by or on behalf of Licensee during the first and second years, respectively.  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 that level throughout the remaining term of the agreement.  As of January 31, 2014, no sales have been made under this agreement.


The parties to this patent license have developed additional business collaborative opportunities involving the Company’s stem cell products, know-how and IP especially related to regenerative medicine applications of modern stem cell technology.



18





NOTE J: NON-BINDING LETTER OF INTENT


On October 10, 2013, the Company signed a non-binding letter of intent to acquire and merge with Neuromics, Inc, (“Neuromics”) a privately held life-science firm located in Minneapolis, MN. The Merger would be structured as a reverse triangular merger, with Neuromics becoming a wholly-owned subsidiary of Vitro.  Completion of the merger is subject to several material conditions, including, without limitation, the execution of a definitive agreement and plan of reorganization ("Merger Agreement"), completion of audited financial statements of Neuromics, requisite corporate and third party approvals, and other conditions customary in transactions of this nature.


As currently contemplated, and based upon the current financial conditions of both parties to the merger, the consideration for the merger would consist of Vitro issuing 4.0 million shares of common stock and paying an additional $250,000 on terms yet to be determined. The Letter of Intent also contemplates the conversion of accrued debt to Vitro's President into 1.0 million shares of common stock and other balance sheet restructuring.

Neuromics’ Chief Executive Officer is Mr. Pete Shuster, who has also been a director of Vitro Diagnostics since February 2013, and during the three months ended January 31, 2014 approximately 94% of Vitro’s total revenues were derived from customers of Neuromics. There can be no assurance as to if and when the Merger can be completed, or that the merger will be completed under the terms as currently contemplated.



NOTE K: SUBSEQUENT EVENTS


The Company has evaluated subsequent events through the date that the financial statements were available to be issued.





19



ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS



Introduction


This section discusses the financial condition of Vitro Diagnostics, Inc. (the “Company”) at January 31, 2014 and compares it to the Company’s financial condition at October 31, 2013.  It also discusses the Company’s results of operations for the three-month period ending January 31, 2014 and compares those results to the results of the three months ended January 31, 2013.  This information should be read in conjunction with the information contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2013, including the audited financial statements and notes contained therein.


Certain statements contained herein and subsequent oral statements made by or on behalf of the Company may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements include, without limitation, statements regarding the Company’s plan of business operations, potential contractual arrangements, and receipt of working capital, anticipated revenues and related expenditures.  Factors that could cause actual results to differ materially include, among others, acceptability of the Company’s products in the market place, general economic conditions, receipt of additional working capital, the overall state of the biotechnology industry and other factors set forth in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended October 31, 2013 under the caption, “Risk Factors.”  Most of these factors are outside the control of the Company.  Investors are cautioned not to put undue reliance on forward-looking statements.  Except as otherwise required by applicable securities statutes or regulations, the Company disclaims any intent or obligation to update publicly these forward looking statements, whether as a result of new information, future events or otherwise.


Liquidity and Capital Resources


At January 31, 2014, the Company had a working capital deficit of $2,053,945 consisting of current assets of $55,819 and current liabilities of $2,109,764.  This represents a decrease in working capital of $77,448 from fiscal year end October 31, 2013.  The decrease in working capital was mainly due to $75,443 in increased current liabilities due to operating expenses in excess of revenue from product sales.


Current assets increased by $22,663 and current liabilities increased by $100,111 during the quarter ended January 31, 2014.  The increase in current assets was primarily due to increased accounts receivable related to the Company’s product and services revenue efforts, while the increase in liabilities was primarily due to additional advances to the Company from its President, as well as the result of acquiring certain lab equipment under a capital lease arrangement.  The Company reported a $1,988,387 deficit in shareholders’ equity at January 31, 2014, which was $54,908 more than the deficit reported at October 31, 2013 due to the current quarter loss.  The majority of the working



20



capital deficit is primarily due to accrued salaries, interest due on advances the president and CEO, as well as previous operating losses.


During the three months ended January 31, 2014 the Company’s financing activities provided $43,858 in cash to support our operating activities.  During that time, the Company’s operations used $40,034 in cash compared to $48,657 of cash used by operations during the three months ended January 31, 2013.  The Company reported an overall increase in cash for the first three months of 2013 of $3,607 that was $6,981 more than the decrease in cash for the first three months of 2013. Cash raised from financing activities was derived through loans from the Company’s president and CEO.   Cash usage reflects a minimum cash requirement of about $18,300 per month for operations. Cash requirements for operations have been cut to a minimum level by previous cost reduction measures and are unlikely to be further reduced without additional curtailment or suspension of operations.  

 

The Company had total lines of credit and credit cards totaling $39,200 with $1,226 available in credit at January 31, 2014.  The Company must continue to service debt and the Chairman personally guarantees most of the Company debt.  Management is actively pursuing measures to reduce corporate debt while at the same time implementing various measures to increase revenues.


The Company continues to pursue various activities to obtain additional capitalization, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended 2013. Total revenues increased from $14,778 in the first quarter of 2013 to $26,338 in the first quarter of 2014.  We anticipate maintained higher revenue growth in 2014 as revenues from our drug discovery and regenerative medicine initiatives begin to materialize.  Our analytical services offerings are providing early revenue growth in 2014 and we anticipate further growth in our service revenue as our initial cell-based assays for drug discovery are brought to the market.  We also plan to expand our research products offerings including specialized stem cells, media, and other products.  We are presently developing an equine MSC cell line together with optimized cell culture media and plan to introduce this product during 2014.  We are also investigating additional business development opportunities for the Company within veterinary markets.  


The Company is also pursuing other approaches to increase its capital resources such as investment, further out-licensing of its intellectual property, sale of assets or other transactions that may be appropriate.  

Results of Operations


During the three months ended January 31, 2014, the Company realized a net loss of $54,908 or $0.00 per share on $26,338 in total net revenue.  The net loss was $16,198 more than the net loss for the first quarter ended January 31, 2013.  The increased net loss in the first quarter of 2014 compared to the same quarter in 2013 was primarily due to $26,071 increased operating costs and expenses that were partially offset by $13,708 in increased total net revenues.  Research and development expenses (“R&D”), increased by $8,718, while selling, general and administrative expenses increased by $17,353.  The increase in our selling, general and administrative expenses was predominantly due to a financial service contract that began in the first quarter of 2014.   This contract is for fund raising and location of appropriate strategic partners to promote growth of the Company.



21




While the R&D necessary for launch of our initial products was completed previously, the Company continues to develop new products and services.  We are currently developing equine MSCs for veterinary applications and cell-based assays for drug discovery and development with a current primary focus on systems for use in treatment of skeletal-muscular disorders, including osteoporosis.


During the first quarter of 2014, we added bioanalytical services to our revenue generation capabilities.  These services include select and customized biomarker panel analysis providing customers quantitative levels of multiple biological molecules within various biological samples.  The new business involves analysis of human serum samples collected from patients within a network of clinical treatment centers throughout central Europe.  The results obtained provide information regarding current status and responses to various therapies.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


ITEM 4. CONTROLS AND PROCEDURES

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives.


Our management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective as of such date as a result of a material weakness in our internal control over financial reporting due to lack of segregation of duties and a limited corporate governance structure as discussed in Item 9A of our Form 10-K for the fiscal year ended October 31, 2013.


While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in many R&D companies. We may not be able to fully remediate the material weakness until we generate more revenues at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.




22



Changes in Internal Control over Financial Reporting:

 

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


PART II

OTHER INFORMATION


Item 1.

Legal Proceedings


None, except as previously disclosed.


Item 1A.

Risk Factors


None, except as previously disclosed.


Item 2

Unregistered Sales of Equity Securities and Use of Proceeds


None, except as previously disclosed.


Item 3.

Defaults Upon Senior Securities


None, except as previously disclosed.


Item 4.

 [Removed and Reserved]



Item 5.

Other Information


None, except as previously disclosed.


Item 6.

Exhibits


Certification*

Certification pursuant to 18 U.S.C. Section 1350*

101.INS

 

XBRL Instance**

101.SCH

 

XBRL Taxonomy Extension Schema**

101.CAL

 

XBRL Taxonomy Extension Calculation**

101.DEF

 

XBRL Taxonomy Extension Definition**

101.LAB

 

XBRL Taxonomy Extension Labels**

101.PRE

 

XBRL Taxonomy Extension Presentation**


*

filed herewith

**

provided herewith





23



SIGNATURES


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


 

VITRO DIAGNOSTIC, INC.

 

 

Date: March 17, 2014

By  _/s/ James R. Musick

 

     James R. Musick

      President, Chief Executive Officer and Chief

      Financial Officer






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