-----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, JwSRiyv0kOlhzl2Ryf2mSFLMQlDq6tcag2gbuLhnj51edD+raSUT7wBAnPbUYvWg hzyvAjsPqz3pq5rnkID5Mg== 0001144204-07-055860.txt : 20071023 0001144204-07-055860.hdr.sgml : 20071023 20071023165430 ACCESSION NUMBER: 0001144204-07-055860 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071023 DATE AS OF CHANGE: 20071023 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MultiCell Technologies, Inc. CENTRAL INDEX KEY: 0000811779 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 521412493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-39597 FILM NUMBER: 071186069 BUSINESS ADDRESS: STREET 1: 701 GEORGE WASHINGTON HIGHWAY CITY: LINCOLN STATE: RI ZIP: 02865 BUSINESS PHONE: (401)333-0610 MAIL ADDRESS: STREET 1: 701 GEORGE WASHINGTON HIGHWAY CITY: LINCOLN STATE: RI ZIP: 02865 FORMER COMPANY: FORMER CONFORMED NAME: Multicell Technologies Inc. DATE OF NAME CHANGE: 20040615 FORMER COMPANY: FORMER CONFORMED NAME: EXTEN INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EXTEN VENTURES INC DATE OF NAME CHANGE: 19910923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LA JOLLA COVE INVESTORS INC CENTRAL INDEX KEY: 0001123220 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10100 SANTA MONICA BLVD., STE. 2200 CITY: LOS ANGELES STATE: CA ZIP: 90067-4164 MAIL ADDRESS: STREET 1: 1799 UNION STREET, 3RD FL CITY: SAN FRANCISCO STATE: CA ZIP: 94123 SC 13G 1 v090870_sc13g.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
SCHEDULE 13G
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
 
MULTICELL TECHNOLOGIES, INC.
(Name of Issuer)
 
COMMON STOCK
(Title of Class of Securities)
 
302240403
(CUSIP Number)
 
February 28, 2007
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
*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.
302240403
 
 
     
1) Name of Reporting Person.
I.R.S. Identification No. of Above Person (entities only)
 
     
 
La Jolla Cove Investors, Inc
33-064506
 
2) Check the Appropriate Box if Member of a Group  
   
(a) o
   
(b) o
3) SEC Use Only  
     
     
4)
Citizenship or Place of Organization
 
     
  USA  
 
5 Sole Voting Power
 
   
 
   4,598,317
Number of
6 Shared Voting Power
Shares
   
Beneficially
    
Owned by
7 Sole Dispositive Power
Each Reporting
   
Person With
   4,598,317
 
8 Shared Dispositive Power
 
   
      
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
 
     
  4,598,317  
10)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
x
     
 
The aggregate amount in Row 9 represents the maximum amount of shares that La Jolla Cove Investors, Inc. can beneficially control under a contractually stipulated 9.99% ownership restriction. The full conversion of La Jolla Cove Investors, Inc.’s Convertible Debenture would exceed this restriction.
 
11)
Percent of Class Represented by Amount in Row (11)
 
     
 
9.99%
 
12)
Type of Reporting Person
 
     
  CO  

 
ITEM 1.
 
(A) NAME OF ISSUER
MultiCell Technologies, Inc.
 
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICE
701 George Washington Highway, Lincoln, Rhode Island 02865
 
ITEM 2.
 
(A) NAME OF PERSON FILING
La Jolla Cove Investors, Inc.
 
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE
7817 Herschel Ave., Suite 200
La Jolla, CA 92037
 
(C) CITIZENSHIP USA
 
(D) TITLE OF CLASS OF SECURITIES
Common Stock
 
(E) CUSIP NUMBER
302240403
 
ITEM 3.
 
If this statement is filed pursuant to rule 240.13d- 1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a) ___
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b) ___
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c) ___
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d) ___
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e) ___
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
 
(f) ___
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F).
 

 
(g) ___
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)
 
(h) ___
A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i) ___
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
(j) ___
Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)
Amount beneficially owned: 4,598,317
 
(b)
Percent of class: 9.99%
 
(c)
Number of shares as to which the person has:
 
(i)
Sole power to vote or to direct the vote: 4,598,317
 
(ii)
Shared power to vote or to direct the vote:
 
(iii)
Sole power to dispose or to direct the disposition of: 4,598,317
 
(iv)
Shared power to dispose or to direct the disposition of:
 
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
 
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
 
Not applicable
 
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
 
Not applicable
 
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
 
Not applicable
 
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
 

ITEM 10. CERTIFICATION.
 
By signing below we certify that, to the best of our knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
Dated: October 19, 2007    
 
 
 
 
 
 
  By:   /s/ Travis W. Huff
 
Name: Travis W. Huff
Title:   Vice President and Portfolio Manager
   
 

 
 

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