SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MUSICK JAMES R

(Last)

(First)

(Middle)

PO BOX 1264

(Street)

CONIFER

80433

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VITRO DIAGNOSTICS INC [ VODG.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President/CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
10/31/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/31/2005		P4	100,000	A	$0.2	2,385,498	D ^{( 1 )}
Common Stock	02/16/2006		P4	312,500	A	$0.064	2,385,498	D
Common Stock	05/09/2006		P4	625,000	A	$0.032	2,385,498	D
Common Stock	09/12/2006		P4	357,143	A	$0.056	2,385,498	D
Common Stock	11/27/2006		P4	535,714	A	$0.056	2,385,498	D
Common Stock	03/02/2005		G	10,000	D	$0	1,530,764	I	By Trust ^{( 2 )}
Common Stock	07/06/2006		G	200,000	D	$0	1,530,764	I	By Trust
Common Stock	07/06/2006		G	200,000	A	$0	200,000	I	By wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$0.625						06/07/1999	06/07/2009	Common Stock	31,848		31,848	D
Stock Option (right to buy)	$0.08	02/10/2006		4A	200,000		02/10/2006	02/10/2016	Common Stock	200,000	$0.08	200,000	D

1. Name and Address of Reporting Person^*

MUSICK JAMES R

(Last)

(First)

(Middle)

PO BOX 1264

(Street)

CONIFER

80433

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

James R Musick Trust

(Last)

(First)

(Middle)

PO BOX 1264

(Street)

CONIFER

80433

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares are owned by James R. Musick

2. These shares are owned directly by the James R. Musick Trust and indirectly by James R. Musick as Trustee of the trust.

	James R. Musick	12/15/2006
	James R. Musick, Trustee	12/15/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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