Explanatory Note

This Amendment No. 1 to Form 10-QSB is filed to clarify and expand the disclosure of the terms of the warrant issued on February 28, 2007 to La Jolla Cove Investors, Inc. to purchase 10 million shares of common stock from MultiCell Technologies, Inc. and to clarify the relationship of the warrant to the conversion terms of the 4.75% debenture, also issued to La Jolla Cove Investors, Inc. The related disclosures in Note 3 of the financial statements on pages 9 and 10, and in Notes 9 and 10 on page 15, and certain related disclosure in Part 1, Item 2, of Management’s Discussion and Analysis, under Liquidity and Capital Resources on page 19, have been clarified and expanded. As a result of this amendment, there has been no change in reported Net Loss or Cash Flows from Operating Activities.

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets (unaudited) as of February 29, 2008 and November 30, 2007			3

Condensed Consolidated Statements of Operations (unaudited) for the Three Months Ended February 29, 2008 and February 28, 2007			4

Condensed Consolidated Statement of Stockholders’ Equity (Deficiency) (unaudited) for the Three Months Ended February 29, 2008			5

Condensed Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended February 29, 2008 and February 28, 2007			6

Notes to Condensed Consolidated Financial Statements (unaudited)			7

Item 2. Management’s Discussion and Analysis			16

Item 3A(T). Controls and Procedures			21

PART II OTHER INFORMATION

Item 1. Legal Proceedings			22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			22

Item 3. Defaults Upon Senior Securities			22

Item 4. Submission of Matters to a Vote of Security Holders			22

Item 5. Other Information			22

Item 6. Exhibits			22

SIGNATURES			23

	February 29,			November 30,
	2008			2007
ASSETS

Current assets
Cash and cash equivalents	$	47,217		$	411,691
Accounts and royalties receivable		17,048			31,582
Other current assets		34,763			59,431
Total current assets		99,028			502,704

Equipment and improvements, net		23,941			36,354

Intangible assets, net of accumulated amortization		1,113,139			1,130,397

Other assets		29,456			22,210

Total assets	$	1,265,564		$	1,691,665

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities
Convertible debentures, net of discount	$	32,919		$	44,924
Due stockholders and affiliates		-			202,081
Accounts payable and accrued expenses		1,218,948			1,383,424
Current portion of deferred revenue		67,172			94,440
Total current liabilities		1,319,039			1,724,869

Non-current liabilities
Convertible debentures, net of discount and current portion		20,000			15,000
Deferred income, net of current portion		733,000			745,329
Total long-term liabilities		753,000			760,329
Total liabilities		2,072,039			2,485,198

Minority interest		-			-

Commitments and contingencies		-			-

Series B redeemable convertible preferred stock, 17,000 shares designated; 16,262 shares issued and outstanding; liquidation value of $1,814,744 and $1,777,748 at February 29, 2008 and November 30, 2007, respectively		1,774,744			1,737,748

Stockholders' Deficiency
Series I convertible preferred stock, $0.01 par value; 1,000,000 shares authorized; 12,200 shares designated; 5,734 and 12,200 shares issued and outstanding at February 29, 2008 and November 30, 2007, respectively; liquidation value of $573,400 and $1,220,000 at February 29, 2008 and November 30, 2007, respectively		57			121
Common stock, $0.01 par value; 200,000,000 shares authorized; 55,053,793 and 48,690,777 shares issued and outstanding at February 29, 2008 and November 30, 2007, respectively		550,538			486,908
Additional paid-in capital		33,564,796			33,365,590
Accumulated deficit		(36,696,610	)		(36,383,900	)
Total stockholders' deficiency		(2,581,219	)		(2,531,281	)

Total Liabilities and Stockholders' Deficiency	$	1,265,564		$	1,691,665

	For the Three Months Ended
	February 29,			February 28,
	2008			2007

Revenue	$	57,046		$	46,886

Operating expenses
Selling, general and administrative		216,868			1,287,894
Research and development		107,739			361,073
Depreciation and amortization		20,508			27,378

Total operating expenses		345,115			1,676,345

Loss from operations		(288,069	)		(1,629,459	)

Other income (expense)
Interest expense		(14,070	)		(697	)
Interest income		419			4
Gain on sale of equipment		26,006			-
Minority interest in net loss of subsidiary		-			14,248

Total other income (expense)		12,355			13,555

Net loss		(275,714	)		(1,615,904	)

Preferred stock dividends		(36,996	)		(39,029	)

Net loss attributable to common stockholders	$	(312,710	)	$	(1,654,933	)

Basic and Diluted Loss Per Common Share	$	(0.01	)	$	(0.04	)

Basic and Diluted Weighted-Average Common Shares Outstanding		50,847,210			39,903,476

													Additional						Total
	Preferred Stock - Series I						Common stock						Paid in			Accumulated			Stockholders'
	Shares			Amount			Shares			Amount			Capital			Deficit			Deficiency

Balance at December 1, 2007		12,200		$	121			48,690,777		$	486,908		$	33,365,590		$	(36,383,900	)	$	(2,531,281	)

Common stock issued for services		-			-			708,333			7,083			22,917			-			30,000

Issuance of common stock in payment of liability to stockholders and affiliates		-			-			2,527,638			25,276			176,805			-			202,081

Issuance of common stock for conversion of debentures		-			-			624,312			6,243			8,757			-			15,000

Insuance of common stock for conversion of Series I preferred stock		(6,466	)		(64	)		2,586,400			25,864			(25,800	)		-			-

Stock-based compensation		-			-			-			-			15,691			-			15,691

Dividends on Series B preferred stock		-			-			-			-			-			(36,996	)		(36,996	)

Adjustment of shares issued in prior periods		-			-			(83,667	)		(836	)		836			-			-

Net loss		-			-			-			-			-			(275,714	)		(275,714	)

Balance at February 29, 2008		5,734		$	57			55,053,793		$	550,538		$	33,564,796		$	(36,696,610	)	$	(2,581,219	)

	For the Three Months Ended
	February 29,			February 28,
	2008			2007
Cash flows from operating activities
Net loss	$	(275,714	)	$	(1,615,904	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		20,508			27,378
Stock-based compensation for services		45,691			547,172
Minority interest in loss of subsidiary		-			(14,248	)
Gain on sale of equipment		(26,006	)		-
Interest expense from amortization of discount on convertible debentures		7,995			-
Changes in assets and liabilities
Accounts and royalties receivable		14,534			(19,171	)
Other current assets		42,001			11,793
Other assets		5,804			5,000
Accounts payable and accrued liabilities		(164,476	)		563,757
Deferred income		(39,597	)		(14,862	)
Net cash used in operating activities		(369,260	)		(509,085	)

Cash flows from investing activities
Collection of principal on note receivable		4,283			-
Proceeds from sale of equipment		503			-
Net cash provided by investing activities		4,786			-

Cash flows from financing activities
Proceeds from issuance of common stock, net		-			450,000
Preferred stock dividends		-			(13,010	)
Net cash provided by financing activities		-			436,990
Net decrease in cash and cash equivalents		(364,474	)		(72,095	)
Cash and cash equivalents at beginning of period		411,691			77,611
Cash and cash equivalents at end of period	$	47,217		$	5,516

MultiCell Technologies, Inc. (“MultiCell”), operates three subsidiaries, MCT Rhode Island Corp. (“MCT”), Xenogenics Corporation (“Xenogenics”), and MultiCell Immunotherapeutics, Inc. (“MCTI”). MCT is a 100%-owned subsidiary that has been inactive since its formation in 2004. (“Xenogenics”), is a 56.4%-owned subsidiary with a focus on the research and development of Sybiol technology. Xenogenics has not generated any revenues as of February 29, 2008. MultiCell holds approximately 67% of the outstanding shares (on as as if converted basis) of MCTI. As used herein, the “Company” refers to MultiCell, together with MCT, Xenogenics, and MCTI.

Historically, the Company has specialized in developing primary liver cell immortalization technologies to produce cell-based assay systems for use in drug discovery. The Company seeks to become an integrated biopharmaceutical company that will use its proprietary cell-based systems and immune system modulation technologies to discover, develop and commercialize new therapeutics itself and with strategic partners. Following the formation of MCTI during September 2005, the Company is pursuing research and development of therapeutics in addition to continuing to advance its cellular systems business.

The accompanying unaudited condensed consolidated financial statements and related notes of MultiCell Technologies, Inc. and its subsidiaries have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial statements. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation have been included. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-KSB for the year ended November 30, 2007 (the “Form 10-KSB”) previously filed with the SEC. The results of operations for the three month period ended February 29, 2008 are not necessarily indicative of the operating results for the fiscal year ending November 30, 2008. The condensed consolidated balance sheet as of November 30, 2007 has been derived from the Company’s audited financial statements.

In September 2006, the Financial Accounting Standards Board issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position (FSP FIN) No. 157-2 which extended the effective date for certain nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008. The Company is currently evaluating the impact of SFAS 157 on the financial statements and anticipates that the statement will not have a significant impact on the reporting of its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 allows measurement at fair value of eligible financial assets and liabilities that are not otherwise measured at fair value. If the fair value option for an eligible item is elected, unrealized gains and losses for that item shall be reported in current earnings at each subsequent reporting date. SFAS 159 also establishes presentation and disclosure requirements designed to draw comparison between the different measurement attributes the Company elects for similar types of assets and liabilities. This statement is effective for fiscal years beginning after November 15, 2007. Accordingly, the Company will adopt SFAS 159 in 2008. The Company is in the process of evaluating the application of the fair value option and its effect on its financial position and results of operations.

In March 2007, the FASB issued FASB Staff Position EITF 07-03 (“FSP 07-03”), Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities. FSP 07-03 addresses whether nonrefundable advance payments for goods or services that will be used or rendered for research and development activities should be expensed when the advance payment is made or when the research and development activity has been performed. FSP 07-03 will be effective for fiscal years beginning after December 15, 2007, and interim periods within those fiscal years. The Company currently believes that the adoption of FSP 07-03 will have no material impact on its financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS 141(R)), which replaces SFAS 141, Business Combinations. SFAS 141(R) retains the underlying concepts of SFAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting, but SFAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. SFAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends SFAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS 141(R) would also apply the provisions of SFAS 141(R). Early adoption is not permitted. The Company is currently evaluating the effects, if any, that SFAS 141(R) may have on its financial statements. The Company does not expect that it will have any immediate effect on its financial statements, however, the revised standard will govern the accounting for any future business combinations that the Company may enter into.

In December 2007, the FASB issued Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51 (SFAS 160). This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, with earlier adoption prohibited. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. It also amends certain of ARB No. 51’s consolidation procedures for consistency with the requirements of SFAS 141(R). This statement also includes expanded disclosure requirements regarding the interests of the parent and its noncontrolling interest. The Company is currently evaluating this new statement and anticipates that the statement will not have a significant impact on the reporting of its results of operations.

These condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of February 29, 2008, the Company has operating and liquidity concerns and, as a result of recurring losses, has incurred an accumulated deficit of $36,696,610. The Company will have to raise additional capital in order to initiate Phase IIb/III clinical trials for MCT-125, the Company’s therapeutic for the treatment of fatigue in multiple sclerosis patients. Management is evaluating several sources of financing for its clinical trial program. Additionally, with the strategic shift in focus to therapeutic programs and technologies, management expects the Company’s future cash requirements to increase significantly as it advances its therapeutic programs into clinical trials. Until the Company is successful in raising additional funds, it may have to prioritize its therapeutic programs and delays may be necessary in some of its development programs.

These factors, among others, create an uncertainty about the Company’s ability to continue as a going concern. There can be no assurance that the Company will be able to successfully acquire the necessary capital to continue its on-going research efforts and bring its products to the commercial market. Management’s plans to acquire future funding include the potential sale of common and/or preferred stock, the sale of warrants, and continued sales of its proprietary media, immortalized cells and primary cells to the pharmaceutical industry. Additionally, the Company continues to pursue research projects, government grants and capital investment. The accompanying condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

On February 28, 2007, the Company entered into a Debenture Purchase Agreement (the “Debenture Purchase Agreement”) with La Jolla Cove Investors, Inc. (“LJCI”) pursuant to which the Company sold a convertible debenture to LJCI in a principal amount of $1,000,000 (receivable in four payments) maturing on February 28, 2008 (the “Initial Debenture”). The Company is currently in default under the Initial Debenture. The first payment of $250,000 was received by the Company on March 7, 2007. The Initial Debenture accrues interest at 7.75% per year, payable monthly in cash or common stock. Under the terms of this agreement certain officers, director and shareholders of the Company pledged 2,527,638 shares of common stock and guaranteed the repayment of a $250,000 advance against the Initial Debenture. As of November 30, 2007, LJCI had sold all of the pledged shares, received proceeds of $202,081, and reduced the amount due on the advance to $47,919. At November 30, 2007, the proceeds from the sale of the pledged shares was recorded as a liability in the amount of $202,081 to the stockholders and affiliates who had pledged their stock as collateral on the Initial Debenture. LJCI has notified the Company that it intends to convert the remaining balance into shares of the Company’s common stock subject to the terms set forth in the Debenture Purchase Agreement. During the three months ended February 29, 2008, LJCI converted $15,000 of the Initial Debenture into 624,312 shares of common stock, reducing the balance on the Initial Debenture at February 29, 2008 to $32,919.

The Initial Debenture is convertible at the option of LJCI at any time up to maturity at a conversion price equal to the lesser of the fixed conversion price of $1.00, or 80% of the average of the lowest three daily volume weighted average trading prices per share of our common stock during the twenty trading days immediately preceding the conversion date. For the Initial Debenture, if the holders elects to convert a portion of the debentures and, on the day that the election is made the volume weighted average price is below $0.16, the Company shall have the right to repay that portion of the debenture that holder elected to convert, plus any accrued and unpaid interest, at 150% of each amount. In the event that the Company elects to repay that portion of the debenture, holder shall have the right to withdraw its conversion notice.

Based on the excess of the aggregate fair value of the common shares that would have been issued if the $250,000 convertible debentures had been converted immediately over the proceeds allocated to the convertible debentures, the investors received a beneficial conversion feature for which the Company recorded an increase in additional paid-in-capital of $62,500, which has been amortized into interest expense over the term of the Initial Debenture through February 28, 2008.

The Company also entered into a Securities Purchase Agreement with LJCI on February 28, 2007 pursuant to which the Company agreed to sell a convertible debenture in the principal amount of $100,000 and maturing on February 28, 2012 (the “Second Debenture”). The Second Debenture accrues interest at 4.75% per year, payable at each conversion date, in cash or common stock at the option of LJCI. The proceeds from the Second Debenture were deposited on March 5, 2007. In connection with the Second Debenture, the Company issued LJCI a warrant to purchase up to 10 million shares of our common stock (the “LJCI Warrant”) at an exercise price of $1.09 per share, exercisable over the next five years according to a schedule described in a letter agreement dated February 28, 2007. Pursuant to the terms of the LJCI Warrant, upon the conversion of any portion of the principal amount of the Second Debenture, LJCI is required to simultaneously exercise and purchase that same percentage of the warrant shares equal to the percentage of the dollar amount of the Second Debenture being converted. Therefore, for each $1,000 of the principal converted, LJCI would be required to simultaneously purchase 100,000 shares under the LJCI Warrant at $1.09 per share.

The Second Debenture is convertible at the option of LJCI at any time up to maturity into the number of shares determined by the dollar amount of the Second Debenture being converted multiplied by 110, minus the product of the Conversion Price multiplied by 100 times the dollar amount of the Second Debenture being converted, with entire result divided by the Conversion Price. The Conversion Price is equal to the lesser of $1.00 or 80% of the average of the three lowest volume-weighted average prices during the twenty trading days prior to the election to convert. As of February 29, 2008, the Second Debenture could have been converted by LJCI into approximately 487 million shares of common stock, which would require LJCI to simultaneously exercise and purchase all of the 10 million shares of common stock under the LJCI Warrant at $1.09 per share. For the Second Debenture, upon receipt of a conversion notice from the holder, the Company may elect to immediately redeem that portion of the debenture that holder elected to convert in such conversion notice, plus accrued and unpaid interest. After February 28, 2008, the Company, at its sole discretion, shall have the right, without limitation or penalty, to redeem the outstanding principal amount of this debenture not yet converted by holder into Common Stock, plus accrued and unpaid interest thereon.

A discount representing the value of 10 million warrants issued in the amount of $73,727 has been recorded as a reduction to the note. The discount was calculated based on the relative fair values of the convertible debenture and the warrants. The fair market value of the warrants used in the above calculation was determined under the Black-Scholes option-pricing model. Additionally, based on the excess of the aggregate fair value of the common shares that would have been issued if the Second Debenture had been converted immediately over the proceeds allocated to the convertible debenture, the investors received a beneficial conversion feature for which the Company recorded an increase in additional paid-in-capital of $26,273 and a corresponding discount to the debenture. These discounts, in the aggregate amount of $100,000, are being amortized over the 60-month term of the debenture as a charge to interest expense.

Pursuant to the Registration Rights Agreement with LJCI dated February 28, 2007 (the "Rights Agreement"), the Company agreed to register for resale under the Securities Act of 1933, as amended, 12,000,000 shares of common stock issuable upon conversion of the Initial Debenture, and to use commercially reasonable best efforts to have the Registration Statement declared effective by May 29, 2007. There is no guarantee that the SEC will declare the Registration Statement effective. In the event that the Registration Statement is not declared effective by the required dates, then LJCI may claim the Company is in default on these agreements, and the Company may face certain liquidated damages in addition to other rights that LJCI may have. As of February 29, 2008, the Registration Statement had not been declared effective by the SEC and the Company has not received notice of default from LJCI.

The liquidation damages of LJCI’s option include a decrease in the discount multiplier used to calculate the conversion price of the debentures or an acceleration of maturity. LJCI will not claim, and has not claimed these damages, however, if the Company used commercially reasonable best efforts to obtain effectiveness of this Registration Statement or changes in the Commission's policies or interpretations make the Company unable to obtain effectiveness of this Registration Statement. The debentures required the Company to register the shares of common stock into which the debentures could be converted by the holder with the SEC. The Company was unable to obtain SEC approval to register the subject shares, and consequently, the Company and LJCI agreed to terminate the Debenture Purchase Agreement and to allow LJCI to sell the common shares pledged as collateral under the Debenture Purchase Agreement.

The Company’s Board of Directors has the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of these shares of preferred stock. The Board of Directors has designated 17,000 shares as Series B convertible preferred stock. The Series B preferred stock does not have voting rights. On July 14, 2006, the Company completed a private placement of Series B convertible preferred stock. A total of 17,000 Series B shares were sold to accredited investors at a price of $100 per share. Proceeds to the Company were $1,660,000, net of $40,000 of issuance costs

The Series B convertible preferred stock is subject to redemption under certain conditions. Until the earlier of (a) two (2) years after the closing date or (b) the date upon which all of the Series B shares have been converted into common stock, the purchasers shall have a right of first refusal on any financing in which the Company is the issuer of debt or equity securities. If (a) the Company raises debt or equity financing during the right of first refusal period, (b) the Company’s common stock is trading below the conversion price of the Series B shares at the time of such financing, and (c) the purchasers do not exercise their right of first refusal, then the Company shall, at the option of any purchaser, use 25% of the net proceeds from such financing to redeem such purchasers’ shares of Series B preferred stock or common stock, as determined by such purchaser. Series B Shares so redeemed shall be redeemed at $100 per share, plus accrued and unpaid dividends thereon, and shares of common stock so redeemed shall be redeemed at a price per share equal to the value weighted average closing price of the Company’s Common Stock over the immediately preceding five trading days, plus accrued and unpaid dividends thereon. In addition, if an event of default (as defined in the agreement) occurs, the conversion price of the Series B shares (as set forth below) shall be reduced to 85% of the then applicable conversion price of such shares.

During the fiscal year ended November 30, 2007 the Company drew proceeds from the Company’s equity line of credit facility with Fusion Capital in the amount of $450,000. The purchasers required the Company to use 25% of the gross proceeds received by the Company under such equity line to repurchase and redeem purchaser’s Series B shares or Series B preferred shares converted into common stock, as determined in the discretion of such purchaser. During the year ended November 30, 2007, the Company redeemed 615 shares at $100 per share for a total of $61,500. During the year ended November 30, 2006, 123 shares were redeemed for a total of $12,300.

The Series B shares are convertible at any time into common stock at a conversion price determined by dividing the purchase price per share of $100 by $0.32 per share (the “Conversion Price”). The Conversion Price is subject to equitable adjustment in the event of any stock splits, stock dividends, recapitalizations and the like. In addition, the Conversion Price is subject to weighted average anti-dilution adjustments in the event the Company sells common stock or other securities convertible into or exercisable for common stock at a per share price, exercise price or conversion price lower than the Conversion Price then in effect in any transaction (other than in connection with an acquisition of the securities, assets or business of another company, joint venture and employee stock options). The conversion of the Series B preferred stock is limited for each investor to 9.99% of the Company’s common stock outstanding on the date of conversion.

Commencing on the date of issuance of the Series B preferred stock until the date a registration statement registering the common shares underlying the preferred stock and warrants issued is declared effective by the SEC, the Company will pay on each outstanding share of Series B preferred stock a preferential cumulative dividend at an annual rate equal to the product of multiplying $100 per share by the higher of the Wall Street Journal Prime Rate plus 1%, or 9%. In no event will the dividend rate be greater than 12% per annum. The dividend will be payable monthly in arrears in cash on the last day of each month based on the number of shares of Series B preferred stock outstanding as of the first day of that month. In the event the Company does not pay the Series B preferred dividends when due, the conversion price of the Series B preferred shares will be reduced to 85% of the otherwise applicable conversion price. During the three months ended February 29, 2008, the Company accrued preferred dividends in the amount of $36,996 on the Series B preferred stock. Total accrued preferred dividends on the Series B preferred stock are $188,544 at February 29, 2008, and are reported as part of the carrying value of the Series B redeemable convertible preferred stock in the accompanying balance sheet.

In the event of any dissolution or winding up of the Company, whether voluntary or involuntary, holders of each outstanding share of Series B preferred stock shall be entitled to be paid second in priority to the Series I preferred stock holders out of the assets of the Company available for distribution to stockholders, an amount equal to $100 per share of Series B convertible preferred stock held plus any declared but unpaid dividends. After such payment has been made in full, such holders of Series B convertible preferred stock shall be entitled to no further participation in the distribution of the assets of the Company.

The Company’s Board of Directors has the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of these shares of preferred stock. The Board of Directors has designated 20,000 shares as Series I convertible preferred stock. On July 13, 2004, the Company completed a private placement of Series I convertible preferred stock. A total of 20,000 shares were sold to accredited investors at a price of $100 per share.

The Series I shares are convertible at any time into common stock at 80% of the average trading price of the lowest three inter-day trading prices of the common stock for the ten days preceding the conversion date, but at an exercise price of no more than $1.00 per share and no less than $.25 per share. The conversion of the Series I preferred stock is limited to 9.99% of the Company’s common stock outstanding on the date of conversion. During the three months ended February 29, 2008, Series I preferred stockholders converted 6,466 shares of preferred stock into 2,586,400 shares of the Company’s common stock.

The Series I preferred stock does not have voting rights. In the event of any dissolution or winding up of the Company, whether voluntary or involuntary, holders of each outstanding share of Series I convertible preferred stock shall be entitled to be paid first out of the assets of the Company available for distribution to stockholders, an amount equal to $100 per share of Series I preferred stock held. After such payment has been made in full, such holders of Series I convertible preferred stock shall be entitled to no further participation in the distribution of the assets of the Company.

On January 31, 2008, the Company issued 2,527,638 shares of its common stock to the stockholders and affiliates who had pledged their stock as collateral for the Initial Debenture with La Jolla Cove Investors, Inc. (LJCI). See Note 3 to these condensed consolidated financial statements for further discussion. This issuance of common stock satisfied the liability in the amount of $202,081 recorded during the year ended November 30, 2007 when LJCI sold the pledged shares of common stock and applied the proceeds from the sale against the balance of the Initial Debenture.

On October 9, 2007, MultiCell Technologies, Inc. (“MultiCell”) executed an exclusive license and purchase agreement (the “Agreement”) with Corning Incorporated (“Corning”) of Corning, New York. Under the terms of the Agreement, Corning has the right to develop, use, manufacture, and sell MultiCell’s Fa2N-4 cell lines and related cell culture media for use as a drug discovery assay tool, including biomarker identification for the development of drug development assay tools, and for the performance of absorption, distribution, metabolism, elimination and toxicity assays (ADME/Tox assays). MultiCell retained and will continue to support all of its existing licensees, including Pfizer, Bristol-Myers Squibb, and Eisai. MultiCell retains the right to use the Fa2N-4 cells for use in applications not related to drug discovery or ADME/Tox assays. MultiCell also retains rights to use the Fa2N-4 cell lines and other cell lines to further develop its Sybiol® liver assist device, to produce therapeutic proteins using the Company’s BioFactories™ technology, to identify drug targets and for other applications related to the Company’s internal drug development programs.

In consideration for the license granted, Corning paid MultiCell three hundred and seventy-five thousand U.S. Dollars (US $375,000) upon execution of the Agreement, and an additional three hundred and seventy-five thousand U.S. Dollars (US $375,000) upon the completion of a transition period. In addition, Corning purchased inventory and equipment from MultiCell and reimbursed MultiCell for laboratory costs and other expenses during a transition period. The Company will recognize the income ratably over a 17 year period. The Company recognized $11,029 in income for the three months ended February 29, 2008. The balance of deferred revenue from this license is $731,618 at February 29, 2008.

The Company has other license agreements with Eisai and with Pfizer, for which revenues are being deferred. During the three months ended February 29, 2008, the Company recognized revenue from the agreements with Eisai and Pfizer in the amounts of $27,268 and $1,300, respectively, resulting in balances of deferred revenue at February 29, 2008 of $17,855 and $50,700, respectively, which will be amortized into revenue through April 2008 for Eisai and through January 2018 for Pfizer.

The Company accounts for stock options under Statement of Financial Accounting Standards 123R (SFAS 123R). SFAS 123R requires the recognition of the cost of employee services received in exchange for an award of equity instruments in the financial statements and is measured based on the grant date fair value of the award. SFAS 123R also requires the stock option compensation expense to be recognized over the period during which an employee is required to provide service in exchange for the award (the vesting period), net of estimated forfeitures. The estimation of forfeitures requires significant judgment, and to the extent actual results or updated estimates differ from the current estimates, such resulting adjustment will be recorded in the period estimates are revised.

						Weighted
				Weighted		Average
	Shares			Average		Remaining		Aggregate
	Under			Exercise		Contractual		Intrinsic
	Option			Price		Life		Value

Outstanding at December 1, 2007		2,210,000		$	1.09
Granted		-			-
Exercised		-			-
Expired		(150,000	)		0.40

Outstanding at February 29, 2008		2,060,000		$	1.15		2.1 years	$	-

Exercisable at February 29, 2008		1,816,667		$	1.27		1.9 years	$	-

There were no options granted during the three months ended February 29, 2008. For grants during the three months ended February 28, 2007, the Company’s weighted average assumptions used in determining fair value under the Black-Scholes model for expected volatility, dividends, expected term, and risk-free interest rate were 71% to 98%; 0%; 3.08 to 5 years; and 5.24%; respectively. Expected volatility is based on the historical volatility of the Company’s common stock. The expected term of options is estimated based on the average of the vesting period and contractual term of the option. The risk-free rate is based on U.S.Treasury yields for securities in effect at the time of grant with terms approximating the expected term until exercise of the option. The weighted average grant date fair value of options granted during the three months ended February 28, 2007 was $0.13.

On February 28, 2007, as consideration for consulting fees, the Company issued to Capstone Investments a warrant to purchase 100,000 shares of its common stock at an exercise price of $.2875 per share. The warrant has a term of five years and vested immediately. The Company recorded a charge of $20,285 to selling, general and administrative expense during the three months February 28, 2007, based on the fair value of this warrant issued as determined by the Black-Scholes option pricing model.

On February 28, 2007, as consideration for pledging 2,527,638 of the shares of our common stock owned by certain officers, directors and major stockholders, each pledgor received a stock purchase warrant equal to 110% of the number of shares pledged, or a total of 2,780,402 warrants. The warrants have a term of five years and vested immediately. The Company recorded a charge of $354,358 to selling, general and administrative expenses for the three months ended February 28, 2007, based on the fair value of these warrants as determined by the Black-Scholes option-pricing model.

Basic loss per share is computed on the basis of the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed on the basis of the weighted-average number of common shares and all dilutive potentially issuable common shares outstanding during the year. Common stock issuable upon conversion of debt and preferred stock, or exercise of stock options and stock warrants have not been included in the loss per share for the three month periods ended February 29, 2008 and February 28, 2007 as they are anti-dilutive. The potential common shares as of February 29, 2008 are as follows:

The Company does not currently have sufficient authorized shares of common stock to meet the commitments entered into under the Second Debenture and the related LJCI Warrants. As further discussed in Note 3, upon the conversion of any portion of the principal amount of the Second Debenture, LJCI is required to simultaneously exercise and purchase that same percentage of the 10 million warrant shares equal to the percentage of the dollar amount of the Second Debenture being converted. However, the Company has the right to redeem that portion of the Second Debenture that the holder may elect to convert.

This document contains forward-looking statements that are based upon current expectations within the meaning of the Private Securities Reform Act of 1995. It is our intent that such statements be protected by the safe harbor created thereby. This discussion and analysis should be read in conjunction with our financial statements and accompanying notes included elsewhere in this report. Operating results are not necessarily indicative of results that may occur in future periods.

Forward-looking statements involve risks and uncertainties and our actual results and the timing of events may differ significantly from the results discussed in the forward-looking statements. Examples of such forward-looking statements include, but are not limited to, statements about or relating to: our plans to pursue research and development of therapeutics in addition to continuing to advance our cellular systems business, our plans to become an integrated biopharmaceutical company, our use of proprietary cell-based systems and immune system modulation technologies to discover, develop and commercialize new therapeutics, our plans to continue to operate our business and minimize expenses, our expectations regarding future cash expenditures increasing significantly, our intent to gradually add scientific and support personnel, the expansion of our product offerings, additional revenues and profits, our ability to complete strategic mergers and acquisitions of product candidates, plans to increase further our operating expenses and administrative resources, future potential direct product sales, the sale of additional equity securities, debt financing and/or the sale or licensing of our technologies.

Such forward-looking statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating to difficulties or delays in development, testing, obtaining regulatory approval, and undertaking production and marketing of our drug candidates; difficulties or delays in patient enrollment for our clinical trials; unexpected adverse side effects or inadequate therapeutic efficacy of our drug candidates that could slow or prevent product approval (including the risk that current and past results of clinical trials or preclinical studies are not indicative of future results of clinical trials); activities and decisions of, and market conditions affecting current and future strategic partners; pricing pressures; accurately forecasting operating and clinical trial costs; uncertainties of litigation and other business conditions; our ability to obtain additional financing if necessary; changing standards of care and the introduction of products by competitors or alternative therapies for the treatment of indications we target; the uncertainty of protection for our intellectual property or trade secrets, through patents or otherwise; and potential infringement of the intellectual property rights or trade secrets of third parties. In addition such statements are subject to the risks and uncertainties discussed in the “Risk Factors” section of our Form 10-KSB.

MultiCell Technologies, Inc. was incorporated in Delaware on April 28, 1970 as Exten Ventures, Inc., subsequently the Company changed its name to Exten Industries, Inc. (“Exten”). An agreement of merger between Exten and MultiCell was entered into on March 20, 2004 whereby MultiCell ceased to exist and all of its assets, property, rights and powers, as well as all debts due it, were transferred to and vested in Exten as the surviving corporation. Effective April 1, 2004 Exten changed its name to MultiCell Technologies, Inc. (“MultiCell”). MultiCell operates three subsidiaries, MCT Rhode Island Corp., Xenogenics Corporation (“Xenogenics”), and as of September 2005, MultiCell holds approximately 67% of the outstanding shares (on an as if converted basis) of a newly formed subsidiary, MultiCell Immunotherapeutics, Inc. (“MCTI”). As used herein, the “Company” refers to MultiCell, together with MCT Rhode Island Corp., Xenogenics, and MCTI. Our principal offices are at 701 George Washington Highway, Lincoln, RI 02865. Our telephone number is (401) 333-0610.

Following the formation of MultiCell Immunotherapeutics, Inc. during September 2005 and the recent in-licensing of drug candidates, we are pursuing research and development of therapeutics. Historically, we have specialized in developing primary liver cell immortalization technologies to produce cell-based assay systems for use in drug discovery. We seek to become an integrated biopharmaceutical company that will use its proprietary immune system modulation technologies to discover, develop and commercialize new therapeutics itself and with strategic partners.

Regardless of the outcome of our negotiations with potential partners or acquirers of our cell line business, we have operated and will continue to operate our business and seek to minimize expenses. Our largest expenses relate to personnel and meeting the legal and reporting requirements of being a public company. By utilizing consultants whenever possible, and asking employees to manage multiple responsibilities, operating costs are minimized. Additionally, several employees and our Board of Directors receive Company stock in lieu of cash as all or part of their compensation to help in the effort to minimize monthly cash flow. With our strategic shift in focus on therapeutic programs and technologies, however, we expect our future cash expenditures to increase significantly as we advance our therapeutic programs into clinical trials.

As funding permits, we intend to gradually add scientific and support personnel. We want to add specialists for our key research areas. These strategic additions will help us expand our product offerings leading us to additional revenues and profits. As revenues increase, additional administrative personnel will be necessary to meet the added workload. Other expenses, such as sales and customer service, will be added commensurate with increased revenues. Our current research and development efforts focus on development of future cell lines and therapeutic products and improvement of existing products. Due to the ongoing nature of this research, we are unable to ascertain with certainty the estimated completion dates and total costs associated with this research. As with any research efforts, there is uncertainty and risk associated with whether these efforts will produce results in a timely manner so as to enhance our market position. Company sponsored research and development costs related to future products and redesign of present products are expensed as incurred. For the three months ended February 29, 2008 and February 28, 2007, research and development costs were $107,739 and $361,073, respectively. The decrease in research and development expenses of $253,334 is primarily attributable to the licensing of the cellular products business to Corning, Inc. and the concomitant reduction in laboratory space and personnel. Research and development costs include such costs as license payments, salaries, employee benefits, costs determined utilizing the Black-Scholes option-pricing model for options issued to the Scientific Advisory Board, and supplies.

Operating Expenses. Total operating expenses for the three months ended February 29, 2008 were $345,115 representing a decrease of $1,331,230 as compared to the same period in the prior fiscal year. This decrease resulted from the Company reducing its laboratory space and administrative and technical personnel. Selling, general and administrative expenses decreased by $1,071,026. The decrease in selling, general and administrative expenses is primarily attributable to a reduction in personnel and related expenses..

Other income/(expense). Other income (expense) amounted to $12,355 for the three months ended February 29, 2008 as compared to $13,555 for the corresponding quarter of the prior year. In 2008, other income (expense) was principally composed of a gain on the sale of equipment, offset by interest expense on the debentures. In 2007, the other income (expense) was principally related to a decrease in minority interest in net loss of subsidiary since the Company is not able to reduce the minority interest below $0.

Preferred stock dividends. In connection with the issuance of the Series B preferred stock and warrants, commencing on the date of issuance of the Series B Preferred Stock until the date a registration statement registering the common shares underlying the preferred stock and warrants issued is declared effective by the SEC, the Company will pay on each outstanding share of Series B Preferred Stock a preferential cumulative dividend at an annual rate equal to the product of multiplying (A) $100 per share by the higher of the Wall Street Journal Prime Rate plus one percent (1%), or nine percent (9%). In no event will the dividend rate be greater than 12% per annum. The dividend shall be payable monthly in arrears in cash on the last day of each month based on the number of shares of Series B Preferred Stock outstanding as of the first (1st) day of such month. In the event the Company does not pay the Series B preferred dividends when due, the conversion price of the Series B preferred shares will be reduced to eighty-five percent (85%) of the otherwise applicable conversion price.

The Company will have to raise additional capital in order to initiate Phase IIb/III clinical trials for MCT-125, the Company’s therapeutic product for the treatment of fatigue in multiple sclerosis patients. Management is evaluating several sources of financing for its clinical trial program, including potential licensing and/or partnership agreements. Additionally, with our strategic shift in focus to therapeutic programs and technologies, we expect our future cash requirements to increase significantly as we advance our therapeutic programs into clinical trials. Until we are successful in raising additional funds or secure development funding through licensing and/or partnership agreements, we may have to prioritize our therapeutic programs and delays may be necessary in some of our development programs.

On May 3, 2006, MultiCell entered into a common stock purchase agreement with Fusion Capital, which was amended and restated on October 5, 2006, and ultimately terminated on July 18, 2007. Under the agreement, Fusion Capital was obligated, under certain conditions, to purchase shares from the Company up to an aggregate amount of $8 million from time to time over a 25-month period. MultiCell authorized 8,000,000 shares of its common stock for sale to Fusion Capital under the agreement. For the nine months ended August 31, 2007 the Company received $450,000 from Fusion Capital of which 25% of the gross proceeds were payable to Series B preferred shareholders. During the year, the Company redeemed 615 shares of Series B preferred stock by paying $61,500.

As consideration for entering into the original transaction on May 3, 2006, MultiCell issued to Fusion Capital 1,572,327 shares of its common stock and warrants to purchase an additional 1,572,327 shares of its common stock at a price of $0.01 per share. Upon execution of the amended and restated purchase agreement on October 5, 2006, Fusion Capital will retain the original 1,572,327 shares of common stock and returned the warrant to the Company.

On July 14, 2006, the Company completed a private placement of Series B convertible preferred stock. A total of 17,000 Series B shares were sold to accredited investors at a price of $100 per share. The Series B shares are convertible at any time into common stock at a conversion price determined by dividing the purchase price per share of $100 by $0.32 per share (the “Conversion Price”). The Conversion Price is subject to equitable adjustment in the event of any stock splits, stock dividends, recapitalizations and the like. In addition, the Conversion Price is subject to weighted average anti-dilution adjustments in the event the Company sells common stock or other securities convertible into or exercisable for common stock at a per share price, exercise price or conversion price lower than the Conversion Price then in effect in any transaction (other than in connection with an acquisition of the securities, assets or business of another company, joint venture and employee stock options). The conversion of the Series B preferred stock is limited for each investor to 9.99% of the Company’s common stock outstanding on the date of conversion. The Series B preferred stock does not have voting rights. Commencing on the date of issuance of the Series B preferred stock until the date a registration statement registering the common shares underlying the preferred stock and warrants issued is declared effective by the SEC, the Company will pay on each outstanding share of Series B preferred stock a preferential cumulative dividend at an annual rate equal to the product of multiplying $100 per share by the higher of (a) the Wall Street Journal Prime Rate plus 1%, or (b) 9%. In no event will the dividend rate be greater than 12% per annum. The dividend will be payable monthly in arrears in cash on the last day of each month based on the number of shares of Series B Preferred Stock outstanding as of the first day of that month. In the event the Company does not pay the Series B preferred dividends when due, the conversion price of the Series B preferred shares will be reduced to 85% of the otherwise applicable conversion price.

Until the earlier of (a) two (2) years after the closing date or (b) the date upon which all of the Series B Shares have been converted into common stock, the purchasers shall have a right of first refusal on any financing in which the Company is the issuer of debt or equity securities. If (a) the Company raises debt or equity financing during the right of first refusal period, (b) the Company’s common stock is trading below the conversion price of the Series B Shares at the time of such financing, and (c) the purchasers do not exercise their right of first refusal, then the Company shall, at the option of any purchaser, use 25% of the net proceeds from such financing to redeem such purchasers’ shares of Series B preferred stock or common stock, as determined by such purchaser. The redemption price shall be determined in the same manner as any redemption set forth in the preceding paragraph. In addition, if an event of default (as defined in the agreement) occurs, the conversion price of the Series B Shares (as set forth below) shall be reduced to 85% of the then applicable conversion price of such shares.

In addition, the purchasers also received warrants to acquire up to 10,500,000 shares of the Company’s common stock. In the event of any dissolution or winding up of the Company, whether voluntary or involuntary, holders of each outstanding share of Series B preferred stock shall be entitled to be paid second in priority to the Series I preferred stockholders out of the assets of the Company available for distribution to stockholders, an amount equal to $100 per share of Series B preferred stock held plus any declared but unpaid dividends. After such payment has been made in full, such holders of Series B preferred stock shall be entitled to no further participation in the distribution of the assets of the Company.

On February 28, 2007, we entered into a Debenture Purchase Agreement with LJCI (the “Debenture Purchase Agreement”) pursuant to which we sold a convertible debenture to LJCI in a principal amount of $1,000,000 with an annual interest rate of 7.75% and expiring on February 28, 2008 (the “Initial Debenture”). We also agreed to issue another convertible debenture in the amount of $1,000,000 to LJCI with the same terms as the initial debenture no later than 30 days after the principal amount outstanding under the initial debenture is less than $250,000.

We also entered into a Securities Purchase Agreement with LJCI on February 28, 2007 (the “Securities Purchase Agreement”) pursuant to which we agreed to sell a convertible debenture in a principal amount of $100,000 with an annual interest rate of 4.75% and expiring on February 28, 2012 (the “Second Debenture”, and together with the Initial Debenture, the “Debentures”). In addition, we issued to LJCI a warrant to purchase up to 10 million shares of our common stock (the “LJCI Warrant”) at an exercise price of $1.09 per share, exercisable over the next five years according to a schedule described in a letter agreement dated February 28, 2007. Pursuant to the terms of the LJCI Warrant, upon the conversion of any portion of the principal amount of the Second Debenture, LJCI is required to simultaneously exercise and purchase that same percentage of the warrant shares equal to the percentage of the dollar amount of the Second Debenture being converted. For example, if the principal amount of the Second Debenture is $100,000 and if LJCI elects to convert $1,000 of the principal amount of the Second Debenture, LJCI would be required to simultaneously purchase 100,000 shares under the LJCI Warrant at $1.09 per share. Accordingly, if the total outstanding principal under the Second Debenture were converted, LJCI would be required to simultaneously exercise the purchase of all of the 10 million shares under the warrant, which would yield $10.9 million in cash to the Company. Furthermore, the Company has the right to redeem that portion of the Second Debenture that the holder may elect to convert.

The Debentures will be convertible at the option of LJCI at any time up to maturity. The Initial Debenture will accrue interest at 7.75% per year payable in cash or our common stock. The Second Debenture will accrue interest at 4.75% per year payable in cash or our common stock. The maximum amount of interest fees that can accrue assuming the Debentures remain outstanding until the maturity date is $103,616. If paid in stock, the stock will be valued at the rate equal to the conversion price of the Debentures in effect at the time of payment. Interest and principal payments on the Initial Debenture were due on the maturity date of February 28, 2008. The Company is currently in default under the Initial Debenture. Interest and principal payments on the Second Debenture are due on the maturity date of February 28, 2012. For the Initial Debenture, if the holders elects to convert a portion of the debenture and, on the day that the election is made the volume weighted average price is below $0.16, the Company shall have the right to repay that portion of the debenture that holder elected to convert, plus any accrued and unpaid interest, at 150% of each amount. In the event that the Company elects to repay that portion of the debenture, holder shall have the right to withdraw its conversion notice.

For the Second Debenture, upon receipt of a conversion notice from the holder, the Company may elect to immediately redeem that portion of the debenture that holder elected to convert in such conversion notice, plus accrued and unpaid interest. After February 28, 2008, the Company, at its sole discretion, shall have the right, without limitation or penalty, to redeem the outstanding principal amount of this debenture not yet converted by holder into Common Stock, plus accrued and unpaid interest thereon. It is the Company’s intention, subject to available cash, to redeem the 4.75% Convertible Debenture prior to conversion.

For the three months ended February 29, 2008, the most significant difference between our net loss and our cash used in operating activities was the payment of accrued compensation for prior periods. For the three months ended February 28, 2007, the most significant difference between our net loss and our cash used in operating activities is due to non-cash charges included in our net loss for services that are paid through the issuance of common stock, options and warrants ($547,172) and the increase in accounts payable and accrued liabilities of $563,757.

Through February 29, 2008, a significant portion of our financing has been provided through private placements of preferred and common stock, the exercise of stock options and warrants and issuance of convertible debentures. We have in the past increased, and if funding permits plan to increase further, our operating expenses in order to fund higher levels of product development, undertake and complete the regulatory approval process, and increase our administrative resources in anticipation of future growth. In addition, acquisitions such as MCTI increase operating expenses and therefore negatively impact, in the short term, the liquidity position of the Company. We anticipate that our future cash requirements may be fulfilled by potential direct product sales, the sale of additional equity securities, debt financing and/or the sale or licensing of our technologies. We also anticipate the need for additional financing in the future in order to fund continued research and development and to respond to competitive pressures. We cannot guarantee, however, that enough future funds will be generated from operations or from the aforementioned or other potential sources. If adequate funds are not available or are not available on acceptable terms, we may be unable to fund expansion, develop new or enhance existing products and services or respond to competitive pressures, any of which could have a material adverse effect on our business, results of operations and financial condition.

As of February 29, 2008, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of and with the participation of our management, including the principal executive officer and principal financial officer. Based on that evaluation, our management, including the principal executive officer and principal financial officer, concluded that our disclosure controls and procedures, subject to limitations as noted below, were not effective at February 29, 2008, and during the period prior to the filing of this report.

During the review of our Form 10-KSB, which was filed on March 14, 2008, our independent registered public accounting firm noted several deficiencies related to the presentation of the basic financial statements and the accompanying notes to the financial statements. As a result of these deficiencies, the financial statements and the notes thereto did not meet the requirements of accounting principles generally accepted in the United States of America. These deficiencies could impact the timeliness and accuracy of financial reporting. We are actively working to correct the noted deficiencies, but as of February 29, 2008, they are not completely remedied. For more information regarding the noted deficiencies, see our Annual Report on Form 10-KSB filed on March 14, 2008.

We believe that, with additional measures that we will adopt to address the noted deficiencies, our system of internal controls and our disclosure controls and procedures will be adequate to provide reasonable assurance that the information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and accurately reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our certifying officers, as appropriate, to allow for timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). We cannot be certain that our remediation efforts will sufficiently cure our identified material weakness. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure control procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

DELAWARE		52-1412493
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

	2008

Warrants		30,044,696
Stock options		2,060,000
Series B Redeemable Convertible Preferred Stock		5,081,875
Series I Convertible Preferred Stock		2,293,600
LJCI Initial Debenture		1,487,304
LJCI Second Debenture		486,987,952
		527,955,427

	February 29,2008			February 28,2007
Cash and cash equivalents	$	47,217		$	5,516
Current assets	$	99,028		$	73,319
Current liabilities		(1,319,039	)		(1,666,375	)
Working capital deficiency	$	(1,220,011	)	$	(1,593,056	)

	MULTICELL TECHNOLOGIES, INC.

April 21, 2008	By:	/s/ W. Gerald Newmin
		W. Gerald Newmin (Chief Executive Officer and Chief Financial Officer)

Dated: April 21, 2008

By:	/s/ W. Gerald Newmin
Name W. Gerald Newmin
Chief Executive Officer and Chief Financial Officer

	Shares
	Under
	Warrants

Outstanding at December 1, 2007		35,440,946
Granted		-
Exercised		-
Expired		(5,396,250	)

Outstanding at February 29, 2008		30,044,696

	February 29, 2008			February 28, 2007
Operating activities	$	(369,260	)	$	(509,085	)
Investing activities		4,786			-
Financing activities		-			436,990
Net decrease in cash and cash equivalents	$	(364,474	)	$	(72,095	)

Dated: April 21, 2008

By:	/s/ W. Gerald Newmin
Name: W. Gerald Newmin
Chief Executive Officer and Chief Financial Officer