-----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, RukDgZbPWbcTHD/DM2axe1RaTLcJ6bOQtdI8QdvisfKDEPZICB/wQ1cya1FO7BmU p+yNDHFAtNqWdnTbdW0CTg== 0001011034-10-000155.txt : 20100921 0001011034-10-000155.hdr.sgml : 20100921 20100921150413 ACCESSION NUMBER: 0001011034-10-000155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100917 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20100921 DATE AS OF CHANGE: 20100921 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17378 FILM NUMBER: 101082498 BUSINESS ADDRESS: STREET 1: 4621 TECHNOLOGY DRIVE CITY: GOLDEN STATE: CO ZIP: 80403 BUSINESS PHONE: (720) 859-4120 MAIL ADDRESS: STREET 1: 4621 TECHNOLOGY DRIVE CITY: GOLDEN STATE: CO ZIP: 80403 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 8-K 1 f8k3020910offering.htm UNITED STATES

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



FORM 8-K


CURRENT REPORT


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



Date of Report (Date of earliest event reported):     September 17, 2010




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



       Nevada       

       0-17378       

    84-1012042    

(State or other jurisdiction
of incorporation)

Commission File
Number

(I.R.S. Employer Identification number)



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


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


______________________________________________________

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



___

Written communications pursuant to Rule 425 under the Securities Act

___

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

___

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

___

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act







ITEM 3.02      UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEEDS.


The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Vitro Diagnostics, Inc., a Nevada corporation (the "Company"), completed on September 17, 2010:



a.

On September 17, 2010, the Company agreed to issue, an aggregate of 300,000 shares of common stock, $.05 par value (the “Common Stock” or “Shares”) at a purchase price of $0.10 per share (the “Securities”).  


b.

The shares were issued to two persons, each of whom qualified as an  "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act").    The shares issued were “restricted securities” under the Securities Act.


c.

The Company paid no fees or commissions in connection with the issuance of the Shares.

 

d.

The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Sections 4(2) thereunder.  The investors each qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D.  In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.  We did not engage in any public advertising or general solicitation in connection with this transaction, and we provided the investors with disclosure of all aspects of our business, including providing the investor with our reports filed with the Securities and Exchange Commission and other financial, business and corporate information.  Based on our investigation, we believed that the accredited investors obtained all information regarding the Company that they requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.


e.

Not applicable.


f.

The proceeds received were used for working capital to support product marketing.





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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.


  

Vitro Diagnostics, Inc.
(Registrant)

    
 

Dated: September 17, 2010

 

__/s/ James R. Musick_______
James R. Musick, President

and Chief Executive Officer

    




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