ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES  

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"), effective April 30, 2018:

a. The Company and C.E.O., Jim Musick, have agreed to convert an aggregate of $1,003,119 in advances to the Company into 20,062,378 shares of the common stock of Vitro Diagnostics Inc. “VODG”, at a valuation of $0.05 per share.  In addition, Mr. Musick will receive a five-year employee stock option grant of consisting of 4.4M shares which will vest ratably over the five year term exercisable at $0.05 per share for ten years.   

The Company’s existing CFO, John Evans, has been granted a five-year employee stock option consisting of 2.2M shares which will vest ratably over the five year term; exercisable at $0.05 per share for ten years. In addition, Mr. Evans have been granted a fully vested restricted stock award consisting of 2M shares.  

The Company’s COO, Tiana Tonrey has been granted a five-year employee stock option consisting of 2.4M shares which will vest ratably over the five year term; exercisable at $0.05 per share for ten years. (the common stock and option grants collectively referred to herein as the “Securities”).

b. The shares were issued to three persons who qualified as "accredited investors" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act").    The Securities are “restricted securities” under the Securities Act.  

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

d. The grant 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 qualified as "accredited investors" within the meaning of Rule 501(a) of Regulation D.  In addition, the Securities, which were taken for investment purposes and not for resale, are 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 investor 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 he requested, received answers to all questions posed and otherwise understood the risks of accepting our Securities for investment purposes.  

e. See Items 3.02(a) and 5.02. 

f. Not applicable. 

ITEM 5.02 COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS  

Jim Musick has an additional unpaid compensation of $1,243,889 that he has reached agreement with the Board of Directors to treat it as a long-term liability to be paid out from cashflow from operations at such time in the future that the Company is generating self-sustaining cashflow as determined by the Board of Directors.  He also has an additional debt of $580,432 representing the accumulated interest on his advances to the Company.  This accrued interest will be evidenced by an unsecured long term 5 year note at 6%.

The Company has entered into five year employment agreements with its three key executives: Chief Executive Officer (Jim R. Musick); Chief Operating Officer (Tiana Tonrey); and Chief Financial Officer (John R. Evans ). Under the terms of his employment agreement Dr. Musick will be paid a base salary of $150,000 a year with up to 100% bonus potential based on performance at the discretion of the Board of Directors.  Dr. Musick will also receive a five-year employee stock option grant as described in Item 3.02 above and in the attached press released.