SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo

                           November 17, 2022

       Christopher Furman
       Chief Executive Officer
       Vitro Biopharma, Inc.
       3200 Cherry Creek Drive
       Suite 720
       Denver, CO 80209

                                                        Re: Vitro Biopharma,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form 10
                                                            Filed on November
4, 2022
                                                            File No. 000-17378

       Dear Christopher Furman:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amendment to Form 10-12G

       Item 1. Business, page 5

   1.                                                   Please revise the
discussion of trial results to focus on objective observations and
                                                        eliminate conclusions.
For example, rather than indicating that the UC-derived MSCs
                                                        exhibited the highest
proliferation rate and higher concentrations of immunomodulatory
                                                        substances, disclose
the observed rates and concentrations for UC-derived MSCs, AD-
                                                        MSCs and PL-MSCs; and
rather than indicating that you observed the highest IDO
                                                        activity in UC-derived
MCSs as compared to the other MSCs explain how you measured
                                                        such activity and
objectively describe your observations. To the extent that you have
                                                        included comparisons to
other products, please confirm that the cited studies included
                                                        head to head
comparisons. If they did not, then remove any discussions comparing your
                                                        product candidates to
other products or product candidates.
 Christopher Furman
FirstName LastNameChristopher Furman
Vitro Biopharma, Inc.
Comapany 17,
November   NameVitro
              2022 Biopharma, Inc.
November
Page 2    17, 2022 Page 2
FirstName LastName
Our Strategy , page 9

2.       We note your response to comment 7 and your disclosure on page 9.
Despite your
         references to "collaborative relationships" the expected agreements
appear to be limited to
         service agreements for the performance of clinical trails and supply
agreements. Please
         revise to clarify that these relationships do not involve the types of
arrangements whereby
         you would share the risks and rewards with a collaborative partner.
Alternatively, revise
         the disclosure to clarify the types of collaborative arrangements you
expect to enter into,
         including a discussion of the role a collaborative partner may take in
the development of
         your product candidates.
Preliminary Tolerability from Foreign Clinical Studies, page 15

3.       We note your disclosure that you receive data related to the
occurrence of serious adverse
         events. To the extent that there have been any serious adverse events
related to treatment
         with AlloRx Stem Cells, please describe the events and disclose the
number of incidents.
Managements Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Years Ended October 31, 2021 and 2020
Costs of Goods Sold, page 72

4.       Please refer to our prior comment 5. Reconcile your disclosure on page
72 that indicates
         that the inventory write-off is due to the fact that you were not able
to complete an
         inventory with your disclosure on page F-13 that indicates that you
periodically review the
         value of items in inventory and provide write-downs or write-offs of
inventory based on
         your assessment of market conditions. Further, explain why the
inability to complete a
         physical count of inventory resulted in a write-off of inventory and
how you were able to
         determine the amount of the inventory write-off.
Consulting Revenue, page 72

5.       Your disclosure indicates that your Consulting Revenue is related to
your European
         Wellness contract and you recognized $0 in consulting revenue in
fiscal 2021. Your
         discussion of the increase in Costs of Goods Sold that follows
attributes the increase to
         consulting revenue recorded in 2021. Please revise your disclosure to
address this
         apparent inconsistency and to also quantify and discuss the consulting
revenue related to
         Fitore.
Comparison of the Three and Nine Months Ended July 31 2022 to the Three and
Nine Months
Ended July 31, 2021
Consulting Revenue, page 74

6.       Revise to disclose what milestones were met during the period. We note
your disclosure
         on page 23 that you are currently in the early stage of identification
and potential
         development of any key investigational product candidate.
 Christopher Furman
Vitro Biopharma, Inc.
November 17, 2022
Page 3
Notes to the Consolidated Financial Statements, page F-9

7.    Please refer to our prior comment 13. In light of the significance of
your research and
      development contract with European Wellness revise to include a separate
footnote to
      discuss the significant terms of the contract including what your
obligations are under the
      contract, what payments you have received under the contract, what
milestones you have
      reached, future milestones and payments, how you classify expenses
incurred under the
      contract, termination rights, etc.
Note 4. Acquisitions, page F-14

8.    Please refer to our prior comment 15. Please tell us how you considered
whether to reflect
      the termination of the Fitore business in your pro forma income statement
on page F-2,
      citing the applicable guidance on which you relied.
Revenue Recogntion , page F-34

9.    Revise your revenue recognition policy here and on page 78 to include
your revenue
      recognition policy regarding milestone payments under your long term
contract, including
      at what point the related revenue is recognized.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Julie Sherman at 202-551-3640 or Kevin Vaughn at
202-551-3494 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Joshua Gorsky at 202-551-7836 or Suzanne Hayes at 202-551-3675 with any
other
questions.

                                                            Sincerely,
FirstName LastNameChristopher Furman
                                                            Division of
Corporation Finance
Comapany NameVitro Biopharma, Inc.
                                                            Office of Life
Sciences
November 17, 2022 Page 3
cc:       David J. Babiarz
FirstName LastName
</TEXT>
</DOCUMENT>