-----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, Qwv6WZ7ov5r8CsJQByNRSmW6yD/Ctx71n3nMIwsqCx8QXaFhstsCHN+fscFizP4d 24SQQdnIrpPoHTDhLYHlUQ== 0001079974-02-000156.txt : 20020415 0001079974-02-000156.hdr.sgml : 20020415 ACCESSION NUMBER: 0001079974-02-000156 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020312 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41585 FILM NUMBER: 02573562 BUSINESS ADDRESS: STREET 1: 8100 SOUTHPARK WAY STREET 2: BLDG B-1 CITY: LITTLETON STATE: CO ZIP: 80120 BUSINESS PHONE: 3037986882 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: MUSICK JAMES R CENTRAL INDEX KEY: 0001168925 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 12635 E MONTVIEW BLVD CITY: AURORA STATE: CO ZIP: 80010 MAIL ADDRESS: STREET 1: 9238 BLACK MOUNTAIN DRIVE CITY: CONIFER STATE: CO ZIP: 80433 SC 13D/A 1 vitro13damus_3082002.txt AMENDMENT #3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) * Vitro Diagnostics, Inc. ("VODG") -------------------------------- (Name of Issuer) Common Stock, $.001 par value per share --------------------------------------- (Title of Class of Securities) 928501303 -------------- (CUSIP Number) David J. Babiarz, Esq., Overton, Babiarz & Associates, P.C., 7720 E. Belleview Avenue, Suite 200, Greenwood Village, Colorado 80111, (303) 779-5900 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 13, 2002 ------------------------------------------------------- (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/A, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box _____. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 928501303 --------- 1 Name of Reporting Person James R. Musick and The James R. Musick Trust 2 Check the Appropriate Box if a Member of a Group a [ ] b [X] 3 SEC USE ONLY 4 Source of Funds PF 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power: 1,519,828 8 Shared Voting Power: --00-- 9 Sole Dispositive Power: 1,519,828 10 Shared Dispositive Power: --00-- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,519,828 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11): 16.81% 14 Type of Reporting Person James R. Musick: IN The James R. Musick Trust: OO 2 Item 1: SECURITY AND ISSUER This Schedule relates to the acquisition of beneficial ownership of Common Stock, $.001 par value per share, of Vitro Diagnostics, Inc. (hereinafter the "Company"), whose principal place of business is located at 12635 E. Montview Blvd., Aurora, Colorado 80010. Item 2: IDENTITY AND BACKGROUND a. This statement on Schedule 13D is being filed jointly by The James R. Musick Trust ("Trust") and James R. Musick ("Musick"), who is the trustee of the Trust. The Trust and Musick are referred to herein as the Reporting Person. b. Address: 9238 Black Mountain Drive, Conifer, CO 80433 c. Occupation: The Trust manages the assets of the grantor. Musick is the President and Chief Executive Officer of Vitro Diagnostics, Inc. d. During the past five years, the Reporting Person has not been convicted in any criminal proceeding. e. During the past five years, the Reporting Person has not been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violation of, prohibiting or mandating activities subject to, Federal or state securities laws. f. Citizenship: United States of America Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION Since the filing of Amendment No. 2 to Schedule 13D by Musick, he has acquired 200,000 shares of Common Stock of the Company in a private transaction. The funds used to purchase the stock were the personal funds of Musick. Item 4: PURPOSE OF TRANSACTION Mr. Musick acquired securities of the Company for purposes of investment. a. Mr. Musick will continuously evaluate his holdings in the Company and make additional acquisitions or dispositions, in his discretion. f. Mr. Musick has no other plans to make material changes in the Company's business or corporate structure, or similar actions. 3 Item 5: INTEREST IN SECURITIES OF THE ISSUER a. As of the date of the filing of this Amendment No. 3, the Reporting Person is deemed to beneficially own 1,519,828 shares of Common Stock of the Company. The Reporting Person owns 455,141 shares directly; and 1,032,839 shares indirectly through The James R. Musick Trust. The Reporting Person has the option to acquire 31,848 additional shares exercisable at a price of $.625 per share until June 7, 2009. The Reporting Person's beneficial ownership represents 16.81% of the issued and outstanding Common Stock of the Company as of the date of this Schedule. b. Mr. Musick is the sole trustee of The James R. Musick Trust and, therefore, has the sole power to vote and has sole dispositive right with regard to the 1,519,828 shares of Common Stock. c. Other than the transaction described in Item 3 above, the Reporting Person has not effected any transaction in securities of the Company in the last 60 days. d. Not applicable. e. Not applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. Item 7: MATERIAL TO BE FILED AS EXHIBITS There is no material required to be filed as exhibits to this Schedule. SIGNATURE --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the Statement to Schedule 13D/A is true, correct and complete. /s/ James R. Musick Date: March 12, 2002 - ------------------- -------------- James R. Musick The James R. Musick Trust /s/ James R. Musick Date: March 12, 2002 - --------------------------------- -------------- By: The James R. Musick, Trustee 4 -----END PRIVACY-ENHANCED MESSAGE-----