-----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, MZ4tsQnc0InDHM4eiZrkJIS+SJtYJp9KYa3A2eTFDxoJXN5gaCMWow6JrzKkIGs2 pGWCBWNYYixLCZ5uWS0kCQ== 0001079974-03-000079.txt : 20030227 0001079974-03-000079.hdr.sgml : 20030227 20030227132537 ACCESSION NUMBER: 0001079974-03-000079 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030227 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 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: 03582761 BUSINESS ADDRESS: STREET 1: 12635 E. MONTVIEW BLVD. STREET 2: SUITE 218 CITY: AURORA STATE: CO ZIP: 80010 BUSINESS PHONE: (720) 859-4120 MAIL ADDRESS: STREET 1: 12635 E. MONTVIEW BLVD. STREET 2: SUITE 218 CITY: AURORA STATE: C0 ZIP: 80010 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL MANAGEMENT INC DATE OF NAME CHANGE: 19870201 FORMER COMPANY: FORMER CONFORMED NAME: LABTEK INC DATE OF NAME CHANGE: 19870217 SC 13D/A 1 vitromusick13d4a_2262003.txt AMENDMENT #4 TO FORM 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) * 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., Dufford & Brown, P.C., 1700 Broadway, Suite 1700, Denver, Colorado 80290, (303) 861-8013 ------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 26, 2003 ------------------------------------------------------- (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 Sections 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 2 Check the Appropriate Box if a Member of a Group a [ ] b [X] 3 SEC USE ONLY 4 Source of Funds n/a 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: 1,875,383 8 Shared Voting Power: --00-- 9 Sole Dispositive Power: 1,875,383 10 Shared Dispositive Power: --00-- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,875,383 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11): 19.94% 14 Type of Reporting Person IN 2 CUSIP No. 928501303 1 Name of Reporting Person 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 AF 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 NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 Sole Voting Power: 1,255,061 8 Shared Voting Power: --00-- 9 Sole Dispositive Power: 1,255,061 10 Shared Dispositive Power: --00-- 11 Aggregate Amount Beneficially Owned by Each Reporting Person: 1,255,061 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11): 13.35% 14 Type of Reporting Person OO 3 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 also 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, neither Reporting Person has been convicted in any criminal proceeding. e. During the past five years, neither Reporting Person has 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: Musick: United States of America Trust: Colorado Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION Since the filing of Amendment No. 3 to Schedule 13D by the Reporting Person, the Trust has acquired 222,222 shares of Common Stock of the Company in a private transaction. The funds used to purchase the stock were donated to the Trust by Musick and were the personal funds of Musick. Item 4: PURPOSE OF TRANSACTION The Trust acquired securities of the Company for purposes of investment. a. The Reporting Person will continuously evaluate his holdings in the Company and make additional acquisitions or dispositions, in his discretion. b-f. Musick, one of the Reporting Persons, is a director of the Company. While he has no immediate plans to do so, he may authorize one or more extraordinary corporate transactions, sale or transfer of assets, change in the Board of Directors or other actions enumerated in these subsections consistent with his fiduciary obligations. Other than that, the Reporting Person has no other plans to make material changes in the Company's business or corporate structure, or similar actions. 4 Item 5: INTEREST IN SECURITIES OF THE ISSUER a. As of the date of the filing of this Amendment No. 4, Musick is deemed to beneficially own 1,875,383 shares of Common Stock of the Company. Musick owns 455,141 shares directly; and 1,255,061 shares indirectly through The James R. Musick Trust. Musick has the option to acquire 31,848 additional shares at a price of $.625 per share until June 7, 2009, and 133,333 additional shares at a price of $.075 per share until August 23, 2012. Musick's beneficial ownership represents 19.94% of the issued and outstanding Common Stock of the Company as of the date of this amendment. As of the date of the filing of this Amendment No. 4, the Trust is deemed to beneficially own 1,255,061 shares of Common Stock of the Company directly. The Trust's beneficial ownership represents 13.35% 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 1,875,383 shares of Common Stock. The Trust has the sole power to vote and has sole dispositive right with regard to the 1,255,061 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. 5 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: February 26, 2003 - ------------------------------ ------------------------- James R. Musick The James R. Musick Trust /s/ James R. Musick Date: February 26, 2003 - ------------------------------ ------------------------- By: James R. Musick, Trustee 6 -----END PRIVACY-ENHANCED MESSAGE-----