-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AAr9QkaEX/IXPM7FnEODM1y+bN57itS8H226ZcNvMhIuxU1sPTeO86xLOw8v2PCj XZpQ+fouv1d2Hs8mYZZk0w== 0001072588-99-000095.txt : 19991227 0001072588-99-000095.hdr.sgml : 19991227 ACCESSION NUMBER: 0001072588-99-000095 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990928 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VITRO DIAGNOSTICS INC CENTRAL INDEX KEY: 0000793171 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 841012042 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-41585 FILM NUMBER: 99719094 BUSINESS ADDRESS: STREET 1: 8100 SOUTHPARK WAY STREET 2: BLDG B-1 CITY: LITTLETON STATE: CO ZIP: 80120 BUSINESS PHONE: 3037942000 FORMER COMPANY: FORMER CONFORMED NAME: LABTEK INC DATE OF NAME CHANGE: 19870217 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL MANAGEMENT INC DATE OF NAME CHANGE: 19870201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VITRO DIAGNOSTICS INC CENTRAL INDEX KEY: 0000793171 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 841012042 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8100 SOUTHPARK WAY STREET 2: BLDG B-1 CITY: LITTLETON STATE: CO ZIP: 80120 BUSINESS PHONE: 3037942000 FORMER COMPANY: FORMER CONFORMED NAME: LABTEK INC DATE OF NAME CHANGE: 19870217 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL MANAGEMENT INC DATE OF NAME CHANGE: 19870201 SC 13D 1 United States Securities and Exchange Commission Washington, D.C. 20549 Commission File No.: 00017378 SCHEDULE 13D Under the Securities Exchange Act of 1934 VITRO DIAGNOSTICS, INC. -------------------- (Name of Issuer) Common ------ (Title of Class of Securities) 928501-30-3 ----------- (Cusip Number) Lloyd Hansen, 2646 SW Mapp Road, Suite 304, Palm City, FL 34990 - --------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 29, 1998 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on 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 /X/. (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) SCHEDULE 13D CUSIP NO.: 928501-30-3 1. Name of Reporting Person and S.S. or I.R.S. Identification No. Lloyd Hansen 2646 SW Mapp Road, Suite 304, Palm City, FL 34990 ###-##-#### 2. Check the Appropriate Box if A Member of a Group* a /X/ b / / 3. SEC Use Only 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / 6. Citizenship or Place of Organization State of TN, USA 7. Sole Voting Power 1,280,000 8. Shared Voting Power 0 9. Sole Dispositive Power 1,280,000 10. Shared Dispositive Power 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares / / 13. Percent of Class Represented by Amount in Row (11) 19.9% @ December 31, 1998 14. Type of Reporting Person IN Item 1. Security & Issuer This statement relates to common shares of Vitro Diagnostics, Inc., 8100 Southpark Way, Bldg. B-1, Littleton, CO 80120 Item 2. a. Lloyd Hansen b. 2646 SW Mapp Road, Suite 304, Palm City, FL 34990 c. Mr. Hansen is a business man whose principal occupation is as President of Nortek, Inc. d. 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 Item 3. Source and Amount of the Funds Personal funds of Reporting Party. Item 4. Purpose of the Transaction The transaction was to purchase the controlling shareholders (Lloyd Fields) interest in Vitro Diagnostics, Inc. which constituted 56.85% of the outstanding common stock of Vitro Diagnostics, Inc. with World Wide Capital Investors, LLC (3,650,000 shares). Reporting Party, Lloyd Hansen, purchased 1,280,000 shares or 19.9% of the outstanding stock. There is no pooling arrangement for voting purposes and no cross-options or purchase agreements between World Wide Capital Investors, LLC. and Lloyd Hansen. Item 5. Interest in Securities of the Issuer a. 1,280,000 common shares (19.9%) of issuer as of December 31, 1998 are owned beneficially and of record by Reporting Party. b. Reporting party has sole power to vote 1,280,000 shares of common stock. c. None. d. Not Applicable e. Not Applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information contained in response to Items 4 and 5, and the Exhibits A, B, C, and D attached hereto are incorporated herein. The Reporting Person had an understanding with World Wide Capital Company, a purchaser of 1,280,000 shares (19.9%) 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 pro rata. Mr. Hansen's shares may be included in any Registration Statement filed by World Wide Capital Investors, LLC. Item 7. Exhibits i) Subscription Agreement ii) Subscription Agreement 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. Dated: September 28, 1999 ---------------------------------------- Lloyd Hansen EX-99.1 2 STOCK PURCHASE AND SUBSCRIPTION AGREEMENT This Stock Purchase and Subscription agreement (herein referred to as the "Agreement") is made this 24th day of December, 1998, by and between World Wide Capital Company (herein referred to as the "Company") and Lloyd Hansen (herein referred to as the "Purchaser"). WHEREAS, the Company has arranged for shares of Vitro Diagnostics, Inc. (herein referred to as the "stock"), a Nevada Corporation traded on the bulletin board under Vitro Diagnostics, Inc. (VODG). WHEREAS, the Company is making the following representations: A. That the stock has been arranged for with good and reasonable consideration. B. That the restrictive legends will be removed under a pending agreement with Vitro Diagnostics, Inc. in which a registration statement will be filed. C. That the stock is unencumbered. WHEREAS, the Purchaser is desirous of purchasing through the Company shares of Vitro Diagnostics, Inc. for $0.40 per share. WHEREAS, the Purchaser is making the following representations: A. That under the definitions of the Securities Act of 1933 the Purchaser is accredited. B. That all questions of the Company have been answered to the satisfaction of the Purchaser. NOW THEREFORE, it is agreed that the Purchaser is subscribing for 1,000,000 Shares of Vitro Diagnostics, Inc. at $0.40 per share, and has already transferred $ 400,000 to Pueblo Bank & Trust to settle the transaction. EXECUTED BY PURCHASER: - --------------------------- ---------------------------------- Purchaser (Signature) Purchaser's Social Security Number Lloyd G. Hansen EXECUTED BY WORLD WIDE CAPITAL CO.: 2646 SW Mapp Rd, Ste. 304 /s/ Brett G. Brubaker ---------------------------------- Purchaser Address Brett G. Brubaker, Partner World Wide Capital Company Palm City, FL 34990 Prentice Point Tower - 5th Floor Greenwood Village, CO 80111 EX-99.2 3 STOCK PURCHASE AND SUBSCRIPTION AGREEMENT This Stock Purchase and Subscription agreement (herein referred to as the "Agreement") is made this 24th day of December, 1998, by and between World Wide Capital Company (herein referred to as the "Company") and Lloyd G. Hansen (herein referred to as the "Purchaser"). WHEREAS, the Company has arranged for shares of Vitro Diagnostics, Inc. (herein referred to as the "stock"), a Nevada Corporation traded on the bulletin board under Vitro Diagnostics, Inc. (VODG). WHEREAS, the Company is making the following representations: A. That the stock has been arranged for with good and reasonable consideration. B. That the restrictive legends will be removed under a pending agreement with Vitro Diagnostics, Inc. in which a registration statement will be filed. C. That the stock is unencumbered. WHEREAS, the Purchaser is desirous of purchasing through the Company shares of Vitro Diagnostics, Inc. for $0.40 per share. WHEREAS, the Purchaser is making the following representations: A. That under the definitions of the Securities Act of 1933 the Purchaser is accredited. B. That all questions of the Company have been answered to the satisfaction of the Purchaser. NOW THEREFORE, it is agreed that the Purchaser is subscribing for 280,000 Shares of Vitro Diagnostics, Inc. at $0.40 per share, and has already transferred $ 112,000 to Pueblo Bank & Trust to settle the transaction. EXECUTED BY PURCHASER: - --------------------------- ---------------------------------- Purchaser (Signature) Purchaser's Social Security Number Lloyd G. Hansen EXECUTED BY WORLD WIDE CAPITAL CO.: 2646 SW Mapp Rd, Ste. 304 /s/ Brett G. Brubaker ---------------------------------- Purchaser Address Brett G. Brubaker, Partner World Wide Capital Company Palm City, FL 34990 Prentice Point Tower - 5th Floor Greenwood Village, CO 80111 -----END PRIVACY-ENHANCED MESSAGE-----