**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**





x
            **Annual
                Report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
                for the fiscal year ended November 30,
                2007.**





Commission
      File Number: 001-10221





**MultiCell
      Technologies, Inc** .


(Name
      of
      small business issuer in its charter)





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





**701
      George Washington Highway**


**Lincoln,
      RI 02865**


**401-333-0610**


(Address
      and telephone number of principal executive offices)





Securities
      registered under Section 12(b) of the Exchange Act:


**None**





Securities
      registered pursuant to Section 12(g) of the Act:





**Common
      Stock, $0.01 par value per share**





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act during the past 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. Yes x No
o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant's knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes oNo x




State
      issuer's revenues for its most recent fiscal year: $251,797.




State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity as of a specified
      date within the past 60 days (based upon shares held by non-affiliates and
      the
      closing price of $.03 share for the common stock on the over-the counter market
      as of February 13, 2008: $888,168




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 53,047,294 shares of common stock as of
      February 13, 2008.





**DOCUMENTS
      INCORPORATED BY REFERENCE**




Transitional
      Small Business Disclosure Format (check one):  Yes oNo x







Explanatory
      Note


MultiCell
        Technologies, Inc. is filing this Amendment No. 1 on Form 10-KSB/A (this
“Amendment”) to
        its
        Annual Report on Form 10-KSB for the year ended December 31, 2007, originally
        filed on March 14, 2008 (the “Original Report”), for the purpose of including
        the information required by Part III of Form 10-KSB and making certain other
        conforming changes. Accordingly, Items 9, 10, 11, and 12 of Part III of our
        Original Report, as well as the risk factors appearing in Item 1 of our Original
        Report, are replaced in their entirety with the information provided herein.
        This Form 10-KSB/A does not amend, update or change any other items or
        disclosure in the Original Report or reflect events that occurred after the
        date
        of the Original Report. Therefore, this Amendment should be read in conjunction
        with our Original Report and our other filings made with the Securities and
        Exchange Commission (“SEC”) subsequent
        to
        the filing of the Original Report.


**MULTICELL
      TECHNOLOGIES, INC.**





**FORM
      10-KSB**





**INDEX**


**PART
                  I**
              
              **PAGE**Item
                  1.
              DESCRIPTION
                  OF BUSINESS
              3Item
                  2.
              DESCRIPTION
                  OF PROPERTY
              23Item
                  3.
              LEGAL
                  PROCEEDINGS
              23Item
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              23**PART
                  II**Item
                  5.
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
              23Item
                  6.
              MANAGEMENT'S
                  DISCUSSION AND ANALYSIS
              24Item
                  7.
              FINANCIAL
                  STATEMENTS
              31Item
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              31Item
                  8A.
              CONTROLS
                  AND PROCEDURES
              31Item
                  8B.
              CHANGE
                  OF AUDITORS
              32**PART
                  III**Item
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
              33Item
                  10.
              EXECUTIVE
                  COMPENSATION
              38Item
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              42Item
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              45Item
                  13.
              EXHIBITS
              45Item
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              45SIGNATURES
              46EXHIBIT
                  INDEX
              47CONSOLIDATED
                  FINANCIAL STATEMENTS
              F1
                  - F32


2





FORWARD
      LOOKING STATEMENTS







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. 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: the initiation, progress, timing, scope and anticipated date of
      completion of preclinical research, clinical trials and development of our
      drug
      candidates and potential drug candidates by ourselves or our partners, including
      the dates of initiation and completion of patient enrollment, and numbers of
      patients enrolled and sites utilized for clinical trials; the size or growth
      of
      expected markets for our potential drugs; our plans or ability to commercialize
      drugs, with or without a partner; market acceptance of our potential drugs;
      increasing losses, costs, expenses and expenditures; hiring
      plans; the sufficiency of existing resources to fund our operations; expansion
      of our research and development programs and the scope and size of research
      and
      development efforts; potential competitors; our estimates of future financial
      performance; our estimates regarding anticipated operating losses, capital
      requirements and our needs for additional financing; future payments under
      lease
      obligations and equipment financing lines; expected future sources of revenue
      and capital; our plans to obtain limited product liability insurance; protection
      of our intellectual property; and increasing the number of our employees and
      recruiting additional key personnel.




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 and elsewhere in this document.





**PART
      I**





**DESCRIPTION
      OF BUSINESS**





**About
      MultiCell Technologies, Inc.**





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, the Company is pursuing research
      and
      development of therapeutics. 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 immune system
      modulation technologies to discover, develop and commercialize new therapeutics
      itself and with strategic partners.


3




***Our
      Therapeutic Programs***


MultiCell
      is pursuing research and development targeting degenerative neurological
      diseases, including multiple sclerosis (MS) and cancer.





Until
      recently, the development of therapeutics that interacted with our immune system
      was focused on finding protective antigens and different ways to present them
      to
      the immune system. The emphasis was on enhancing the human response -
      stimulating high antibody production. With a greater understanding of the immune
      system, the emphasis has shifted to modulating the immune system by optimizing
      its response to infection and diseases such as cancer.





Today,
      we
      know that the immune system is composed of two synergistic elements: the innate
      immune system and the adaptive immune system. Stimulation of the innate immune
      system, our early warning system, plays a critical role in triggering the
      adaptive immune response - the ability to produce antibodies and to stimulate
      a
      cellular immune response. A stronger, initial innate immune response aids in
      the
      generation of a more robust and longer-lasting adaptive immune response.





The
      innate immune system was once thought to be equivalent to the wall of a castle.
      Historically, scientists thought the real action of immunity and the immune
      system occurred once the castle wall was breached and the troops inside, the
      T
      and B cells, began to produce antibodies and attack diseased cells. The innate
      immune system, however, was found to be composed of a family of ten receptor
      molecules, the Toll-like Receptors (TLRs), which act as sentries to identify
      invaders and signal the alarm to mobilize the body’s array of immune defenses.
      TLRs unleash both the innate and adaptive immune systems.





Our
      therapeutics business addresses significant unmet medical needs for the
      treatment of neurological disorders and cancer through modulation of the innate
      and adaptive immune response. Our therapeutic development platform is designed
      to augment current therapeutic strategies via:





·
            Modulation
                of the noradrenaline-adrenaline neurotransmitter pathway for the
                treatment
                of primary multiple sclerosis-related fatigue (PMSF) affecting over
                70% of
                all persons with multiple
                sclerosis.


·
            Triggering
                the adaptive immune response thru Toll-like Receptor 3 (TLR3) signaling
                of
                the innate immune system using double-stranded RNA (dsRNA) to treat
                cancer.


·
            Enhancement
                of antigen presentation to the immune system by targeting antigen
                delivery
                for processing via the Fcgreceptor for the treatment of autoimmune disease and
                cancer.


·
            *In
                vivo*generation and expansion of specific immune system cells targeted
                against
                an autoimmune response, or infectious agents, or tumors.





Our
      therapeutic development platform has several advantages:





·
            Modulation
                of noradrenergic neurons without effecting seratoninergic neurons
                to
                inhibit the reuptake of noradrenaline
                (norepinephrine),


·
            Our
                therapeutic antibody technology,*Epitope-based
                T-cell Immunotherapy*,
                can effectively deliver epitopes to the immune system, and can produce
                positive clinical outcomes in cases where tolerization is the targeted
                response,


·
            Unlike
                DNA-based immunostimulatory CpG motifs or antisense and siRNA
                technologies, our use of dsRNA signaling thru TLR3 is not species
                or
                sequence-specific, and therefore has the potential to have application
                in
                a broader spectrum of therapeutic applications, and


·
            Coupling
                TLR3 signaling with our therapeutic antibody technology allows for
                the
                delivery of disease-associated epitope peptides in concert with TLR3
                signaling, creating more effective anticancer
                therapeutics.





Our
      portfolio of lead drug candidates is in various stages of preclinical and
      clinical development:





·
            MCT-125,
                a Phase IIb therapeutic candidate for the treatment of PMSF with
                demonstrated efficacy in 138
                patients


·
            MCT-175,
                a preclinical therapeutic candidate for the treatment of
                relapsing-remitting MS


·
            MCT-465,
                a preclinical adjuvant therapeutic candidate for the treatment of
                TLR3+
                cancers


·
            MCT-475,
                a preclinical therapeutic candidate for the treatment of TLR3+ breast
                cancer




**Multiple
      Sclerosis Therapeutic Program** :
      Multiple Sclerosis, or MS, is an autoimmune disease in which immune cells attack
      and destroy the myelin sheath, which insulates neurons in the brain and spinal
      cord. When the myelin is destroyed, nerve messages are sent more slowly and
      less
      efficiently. Scar tissue then forms over the affected areas, disrupting nerve
      communication. MS symptoms occur when the brain and spinal cord nerves cease
      to
      communicate properly with other parts of the body.


4


Approximately
      350,000 individuals have been diagnosed with MS in the United States and more
      than one million persons worldwide are afflicted with MS. An estimated 10,000
      new MS cases are diagnosed in the USA annually. Initial symptoms typically
      manifest themselves between the ages of 20 and 40; symptoms rarely begin before
      15 or after 60 years of age. Women are almost twice as likely to get MS as
      men,
      especially in their early years. People of northern European heritage are more
      likely to be affected than people of other racial backgrounds, and MS rates
      are
      higher in the United States, Canada, and Northern Europe than in other parts
      of
      the world. MS is very rare among Asians, North and South American Indians,
      and
      Eskimos.





**MCT-125
      for the treatment of fatigue in patients with multiple
      sclerosis**





Fatigue
      is the most common symptom in MS. Overall, greater than 75% of persons with
      MS
      report having fatigue, and 50% to 60% report it as the worst symptom of their
      disease. Fatigue can severely affect an individual's quality of life and
      functioning, even if the level of disability appears to be insignificant to
      the
      outside observer. Many MS care providers are unaware that fatigue is also a
      major reason for unemployment, especially for those individuals with otherwise
      minor disability. Moreover, fatigue in MS has a severe effect on patients'
      ability to feel as if they have control over their illness. Perhaps the most
      dramatic evidence that fatigue is a distinct symptom of MS comes from the
      clinical characteristics that have been recognized by clinicians for years.
      These characteristics include the sensitivity of MS fatigue patients to heat
      as
      well as the fact that in about 30% of MS patients, fatigue predates other
      symptoms of MS. In addition, clinical observation has shown that MS fatigue
      exhibits relapsing-remitting characteristics. Many individuals appear to have
      "fatigue relapses".





Individuals
      can suffer from weeks of extraordinary fatigue for no apparent reason, then
      report feeling not fatigued for a period of time followed by a relapse of
      feeling fatigued; these episodes may or may not be associated with the typical
      symptoms of an MS relapse. All of these characteristics suggest that fatigue
      is
      not a secondary effect of MS, but is a primary part of the disease
      itself.





In
      January 2006, MultiCell exclusively licensed LAX-202 from Amarin Corporation
      plc
      for the treatment of fatigue in patients suffering from multiple sclerosis.
      MultiCell renamed LAX-202 to MCT-125, and will further evaluate MCT-125 in
      a
      pivotal Phase IIb/III clinical trial. In a 138 patient, multi-center,
      double-blind placebo controlled Phase II clinical trial conducted in the UK
      by
      Amarin, LAX-202 demonstrated efficacy in significantly reducing the levels
      of
      fatigue in MS patients enrolled in the study. LAX-202 proved to be effective
      within 4 weeks of the first daily oral dosing, and showed efficacy in MS
      patients who were moderately as well as severely affected. LAX-202 demonstrated
      efficacy in all MS patient sub-populations including relapsing-remitting,
      secondary progressive and primary progressive. Patients enrolled in the Phase
      II
      trial conducted by Amarin also reported few if any side effects following daily
      oral dosing of LAX-202. MultiCell intends to proceed with the anticipated
      pivotal Phase IIb/III trial of MCT-125 using the data generated by Amarin for
      LAX-202 following discussions with the regulatory authorities.





**MCT-175
      for the treatment of relapsing-remitting multiple
      sclerosis**





Currently
      there is no cure for MS, but there are treatments both to slow down the course
      of the disease and to mitigate against its effects. These drugs are called
      disease modifying drugs. Disease modifying drugs such as the beta interferons
      and glatiramer acetate work by suppressing, or altering, the activity of the
      body's immune system. These therapies are based on the theory that MS is, at
      least in part, a result of an abnormal response of the body's immune system
      that
      causes it to attack the myelin sheath surrounding nerves. These medications
      work
      to reduce the frequency and severity of attacks, and help to minimize the
      development of new brain lesions. Disease modifying drugs help to improve the
      quality of life for many people with MS. Therefore, most doctors suggest
      patients be treated with one of these drugs as soon as a diagnosis of
      relapsing-remitting MS has been made.





MultiCell
      is developing MCT-175 as a disease modifying therapy to slow the progression
      of
      relapsing-remitting multiple sclerosis. MCT-175 was developed using MultiCell's
      epitope-based T-cell immunotherapy, or ETI, technology platform. MCT-175 is
      a
      myelin proteolipid protein chimeric IgG construct, which has demonstrated proof
      of concept in the preclinical experimental autoimmune encephalomyletisis, or
      EAE, mouse model.





**MCT-465
      and MCT-475 for the treatment of cancer**


Worldwide,
      breast cancer is the second most common type of cancer after lung
      cancer .
      In
      2005, breast cancer caused over 500,000 deaths worldwide, and the number of
      cases worldwide has significantly increased, partly due to modern lifestyles
      in
      the Western world. North American women have the highest incidence of breast
      cancer in the world. Among US women, breast cancer is the most common cancer
      and
      the second-most common cause of cancer death after lung cancer. In 2007, breast
      cancer was expected to cause over 40,000 deaths in the U.S. which is about
      7% of
      deaths related to cancer in general.


5


MCT-465
      and MCT-475 are the first of a family of prospective cancer therapeutics based
      on the use of our patented ETI antibody therapeutics technology in concert
      with
      dsRNA TLR3 signaling technology. MCT-465 can be used as an adjuvant therapy
      with
      standard chemotherapeutic agents, or with our MCT-475 antibody therapeutic
      for
      the treatment of breast cancer where TLR3 is over expressed in the breast cancer
      cells. MCT-465 and MCT 475 are in early-stage preclinical development.





**Patents
      and Proprietary Technology**





Our
      success depends in part on intellectual property protection and the ability
      of
      our licensees to preserve those rights.





We
      use
      certain licenses granted to us under various licensing agreements. We also
      use
      trade secrets and proprietary knowledge unprotected by patents that we protect,
      in part, by confidentiality agreements. It is our policy to require our
      employees, directors, consultants, licensees, outside contractors and
      collaborators, scientific advisory board members and other advisors to execute
      confidentiality agreements upon the commencement of their relationships with
      us.
      These agreements provide that all confidential information made known to the
      individual in the course of the individual's relationship with the Company
      be
      kept as confidential and not be disclosed to third parties except in specific
      limited and agreed upon circumstances. We also require signed confidentiality
      or
      material transfer agreements from any company that is to receive our
      confidential information. In the case of employees, consultants and contractors,
      the agreements generally provide that all inventions conceived by the individual
      while rendering services to us shall be assigned to us as the exclusive property
      of the Company. There can be no guarantee that these agreements will not be
      violated or that we would have adequate remedies for such violation or that
      our
      trade secrets or proprietary knowledge will not become known by or independently
      developed by competitors.





Any
      proprietary protection that our Company can obtain and maintain will be
      important to our business.





On
      September 7, 2005, MCTI, entered into an Asset Contribution Agreement (the
      “Agreement”) with MultiCell Technologies, Alliance Pharmaceutical Corp.
      ("Alliance"), and Astral, Inc. ("Astral," and together with Alliance,
      ("Transferors"). Pursuant to the Agreement, MCTI issued 490,000 shares of common
      stock to Alliance in consideration for the acquisition of certain assets and
      the
      assumption of certain liabilities relating to Transferors' business. The
      intellectual property acquired by MCTI includes ten United States and twenty
      foreign issued and pending patents and patent applications related to chimeric
      antibody technology, treatment of Type 1 diabetes, T-cell tolerance, toll-like
      receptor technology, dendritic cells, dsRNA technology and
      immunosuppression.





In
      December 2003, we acquired the exclusive worldwide rights to US Patent #
      6129911, for Liver Stem Cells from Rhode Island Hospital. We agreed to pay
      an
      annual license fee of $20,000 for the first three years of the agreement and
      $10,000 per annum thereafter until a product is developed. Once a product is
      developed, if ever, the annual license fee will end and we will pay Rhode Island
      Hospital a 5% royalty on net sales of any product we sell covered by the patent
      until we pay an aggregate of $550,000 in royalties and a 2% royalty thereafter
      until the expiration of the patent. In April, 2005, the Company was granted
      US
      Patent # 6872389 for the liver stem cell invention of Dr. Ron Faris, MultiCell’s
      Senior Vice President and Chief Scientific Officer. This patent contains
      twenty-four claims to a method of obtaining a population of liver cell clusters
      from adult stem cells and is an important enhancement to the Company’s adult
      stem cell portfolio. The Company has an exclusive, long-term license agreement
      with Rhode Island Hospital for use of the following patents owned by the
      hospital related to liver cell lines and Liver Assist Devices
      (LADs):





US
                Patent #6,017,760, Isolation and Culture of Porcine Hepatocytes,
                expires
                October 9, 2015;US
                Patent #6,107,043, Immortalized Hepatocytes, expires February 8,
                2019;US
                Patent #5,043,260, Perfusion Device for Hepatocytes, expires August
                27,
                2008;US
                Patent #6,129,911, Liver Stem Cell, expires October 10,
                2017;US
                Patent # 6,858,146 Artificial Liver Apparatus and Method (Sybiol),
                expires
                on February 20, 2019; andUS
                Patent # 6,872,389 Liver Stem Cell expires on July 8, 2019.





If
      we
      generate revenues and pay royalties, the annual license fee structure does
      not
      apply. Our agreement provides that we would pay a 5% royalty until we pay Rhode
      Island Hospital an aggregate of $550,000. After that, the royalty percentage
      decreases to 2% for the life of the patents.





On
      November 3, 2003, Xenogenics was notified by the United States Patent and
      Trademark Office that its patent application for an "Artificial Liver Apparatus
      And Method", the Sybiol® Synthetic Bio-Liver Device, will be allowed. United
      States patent 6,858,146 was issued in 2005. The Sybiol®  trademark
      is registered in the United States Patent and Trademark Office, number
      2,048,080.


6


**Government
      Regulation**





The
      FDA
      and comparable regulatory agencies in state and local jurisdictions and in
      foreign countries impose substantial requirements upon the clinical development,
      manufacture, marketing and distribution of drugs. These agencies and other
      federal, state and local entities regulate research and development activities
      and the testing, manufacture, quality control, safety, effectiveness, labeling,
      storage, record keeping, approval, advertising and promotion of our drug
      candidates and drugs.





In
      the
      United States, the FDA regulates drugs under the Federal Food, Drug and Cosmetic
      Act and implementing regulations. The process required by the FDA before our
      drug candidates may be marketed in the United States generally involves the
      following:





•
            completion
                of extensive preclinical laboratory tests, preclinical animal studies
                and
                formulation studies, all performed in accordance with the FDA’s good
                laboratory practice, or GLP,
                regulations;





•
            submission
                to the FDA of an IND application which must become effective before
                clinical trials may begin;





•
            performance
                of adequate and well-controlled clinical trials to establish the
                safety
                and efficacy of the drug candidate for each proposed
                indication;





•
            submission
                of a new drug application, or NDA, to the FDA;





•
            satisfactory
                completion of an FDA preapproval inspection of the manufacturing
                facilities at which the product is produced to assess compliance
                with
                current GMP, or cGMP, regulations;
                and





•
            FDA
                review and approval of the NDA prior to any commercial marketing,
                sale or
                shipment of the drug.





This
      testing and approval process requires substantial time, effort and financial
      resources, and we cannot be certain that any approvals for our drug candidates
      will be granted on a timely basis, if at all.





Preclinical
      tests include laboratory evaluation of product chemistry, formulation and
      stability, as well as studies to evaluate toxicity in animals. The results
      of
      preclinical tests, together with manufacturing information and analytical data,
      are submitted as part of an IND application to the FDA. The IND automatically
      becomes effective 30 days after receipt by the FDA, unless the FDA, within
      the
      30-day time period, raises concerns or questions about the conduct of the
      clinical trial, including concerns that human research subjects will be exposed
      to unreasonable health risks. In such a case, the IND sponsor and the FDA must
      resolve any outstanding concerns before the clinical trial can begin. Our
      submission of an IND, or those of our collaborators, may not result in FDA
      authorization to commence a clinical trial. A separate submission to an existing
      IND must also be made for each successive clinical trial conducted during
      product development. Further, an independent institutional review board, or
      IRB,
      for each medical center proposing to conduct the clinical trial must review
      and
      approve the plan for any clinical trial before it commences at that center
      and
      it must monitor the clinical trial until completed. The FDA, the IRB or the
      clinical trial sponsor may suspend a clinical trial at any time on various
      grounds, including a finding that the subjects or patients are being exposed
      to
      an unacceptable health risk. Clinical testing also must satisfy extensive Good
      Clinical Practice, or GCP, regulations and regulations for informed
      consent.





*Clinical
      Trials* :
      For
      purposes of an NDA submission and approval, clinical trials are typically
      conducted in the following three sequential phases, which may
      overlap:





•
            Phase
                I: The clinical trials are initially conducted in a limited population
                to
                test the drug candidate for safety, dose tolerance, absorption,
                metabolism, distribution and excretion in healthy humans or, on occasion,
                in patients, such as cancer patients. In some cases, particularly
                in
                cancer trials, a sponsor may decide to run what is referred to as
                a “Phase
                Ib” evaluation, which is a second, safety-focused Phase I clinical trial
                typically designed to evaluate the impact of the drug candidate in
                combination with currently approved
                drugs.





•
            Phase
                II: These clinical trials are generally conducted in a limited patient
                population to identify possible adverse effects and safety risks,
                to
                determine the efficacy of the drug candidate for specific targeted
                indications and to determine dose tolerance and optimal dosage. Multiple
                Phase II clinical trials may be conducted by the sponsor to obtain
                information prior to beginning larger and more expensive Phase III
                clinical trials. In some cases, a sponsor may decide to run what
                is
                referred to as a “Phase IIb” evaluation, which is a second, confirmatory
                Phase II clinical trial that could, if positive and accepted by the
                FDA,
                serve as a pivotal clinical trial in the approval of a drug
                candidate.


7


•
            Phase
                III: These clinical trials are commonly referred to as pivotal clinical
                trials. If the Phase II clinical trials demonstrate that a dose range
                of
                the drug candidate is effective and has an acceptable safety profile,
                Phase III clinical trials are then undertaken in large patient populations
                to further evaluate dosage, to provide substantial evidence of clinical
                efficacy and to further test for safety in an expanded and diverse
                patient
                population at multiple, geographically dispersed clinical trial
                sites.





In
      some
      cases, the FDA may condition approval of an NDA for a drug candidate on the
      sponsor’s agreement to conduct additional clinical trials to further assess the
      drug’s safety and effectiveness after NDA approval. Such post-approval trials
      are typically referred to as Phase IV clinical trials.





*New
      Drug Application* .
      The
      results of drug candidate development, preclinical testing and clinical trials
      are submitted to the FDA as part of an NDA. The NDA also must contain extensive
      manufacturing information. Once the submission has been accepted for filing,
      by
      law the FDA has 180 days to review the application and respond to the applicant.
      The review process is often significantly extended by FDA requests for
      additional information or clarification. The FDA may refer the NDA to an
      advisory committee for review, evaluation and recommendation as to whether
      the
      application should be approved. The FDA is not bound by the recommendation
      of an
      advisory committee, but it generally follows such recommendations. The FDA
      may
      deny approval of an NDA if the applicable regulatory criteria are not satisfied,
      or it may require additional clinical data or an additional pivotal Phase III
      clinical trial. Even if such data are submitted, the FDA may ultimately decide
      that the NDA does not satisfy the criteria for approval. Data from clinical
      trials are not always conclusive and the FDA may interpret data differently
      than
      we or our collaborators do. Once issued, the FDA may withdraw a drug approval
      if
      ongoing regulatory requirements are not met or if safety problems occur after
      the drug reaches the market. In addition, the FDA may require further testing,
      including Phase IV clinical trials, and surveillance programs to monitor the
      effect of approved drugs which have been commercialized. The FDA has the power
      to prevent or limit further marketing of a drug based on the results of these
      post-marketing programs. Drugs may be marketed only for the approved indications
      and in accordance with the provisions of the approved label. Further, if there
      are any modifications to a drug, including changes in indications, labeling
      or
      manufacturing processes or facilities, we may be required to submit and obtain
      FDA approval of a new NDA or NDA supplement, which may require us to develop
      additional data or conduct additional preclinical studies and clinical
      trials.





*Fast
      Track Designation* .
      The
      FDA’s fast track program is intended to facilitate the development and to
      expedite the review of drugs that are intended for the treatment of a serious
      or
      life-threatening condition for which there is no effective treatment and which
      demonstrate the potential to address unmet medical needs for the condition.
      Under the fast track program, the sponsor of a new drug candidate may request
      the FDA to designate the drug candidate for a specific indication as a fast
      track drug concurrent with or after the filing of the IND for the drug
      candidate. The FDA must determine if the drug candidate qualifies for fast
      track
      designation within 60 days of receipt of the sponsor’s request.





If
      fast
      track designation is obtained, the FDA may initiate review of sections of an
      NDA
      before the application is complete. This rolling review is available if the
      applicant provides and the FDA approves a schedule for the submission of the
      remaining information and the applicant pays applicable user fees. However,
      the
      time period specified in the Prescription Drug User Fees Act, which governs
      the
      time period goals the FDA has committed to reviewing an application, does not
      begin until the complete application is submitted. Additionally, the fast track
      designation may be withdrawn by the FDA if the FDA believes that the designation
      is no longer supported by data emerging in the clinical trial
      process.





In
      some
      cases, a fast track designated drug candidate may also qualify for one or more
      of the following programs:





•
            *Priority
                Review*.
                Under FDA policies, a drug candidate is eligible for priority review,
                or
                review within a six-month time frame from the time a complete NDA
                is
                accepted for filing, if the drug candidate provides a significant
                improvement compared to marketed drugs in the treatment, diagnosis
                or
                prevention of a disease. A fast track designated drug candidate would
                ordinarily meet the FDA’s criteria for priority review. We cannot
                guarantee any of our drug candidates will receive a priority review
                designation, or if a priority designation is received, that review
                or
                approval will be faster than conventional FDA procedures, or that
                FDA will
                ultimately grant drug approval.





•
            *Accelerated
                Approval*.
                Under the FDA’s accelerated approval regulations, the FDA is authorized to
                approve drug candidates that have been studied for their safety and
                effectiveness in treating serious or life-threatening illnesses,
                and that
                provide meaningful therapeutic benefit to patients over existing
                treatments based upon either a surrogate endpoint that is reasonably
                likely to predict clinical benefit or on the basis of an effect on
                a
                clinical endpoint other than patient survival. In clinical trials,
                surrogate endpoints are alternative measurements of the symptoms
                of a
                disease or condition that are substituted for measurements of observable
                clinical symptoms. A drug candidate approved on this basis is subject
                to
                rigorous post-marketing compliance requirements, including the completion
                of Phase IV or post-approval clinical trials to validate the surrogate
                endpoint or confirm the effect on the clinical endpoint. Failure
                to
                conduct required post-approval studies, or to validate a surrogate
                endpoint or confirm a clinical benefit during post-marketing studies,
                will
                allow the FDA to withdraw the drug from the market on an expedited
                basis.
                All promotional materials for drug candidates approved under accelerated
                regulations are subject to prior review by the
                FDA.


8





When
      appropriate, we and our collaborators intend to seek fast track designation
      or
      accelerated approval for our drug candidates. We cannot predict whether any
      of
      our drug candidates will obtain a fast track or accelerated approval
      designation, or the ultimate impact, if any, of the fast track or the
      accelerated approval process on the timing or likelihood of FDA approval of
      any
      of our drug candidates.





Satisfaction
      of FDA regulations and requirements or similar requirements of state, local
      and
      foreign regulatory agencies typically takes several years and the actual time
      required may vary substantially based upon the type, complexity and novelty
      of
      the product or disease. Typically, if a drug candidate is intended to treat
      a
      chronic disease, as is the case with some of our drug candidates, safety and
      efficacy data must be gathered over an extended period of time. Government
      regulation may delay or prevent marketing of drug candidates for a considerable
      period of time and impose costly procedures upon our activities. The FDA or
      any
      other regulatory agency may not grant approvals for new indications for our
      drug
      candidates on a timely basis, if at all. Even if a drug candidate receives
      regulatory approval, the approval may be significantly limited to specific
      disease states, patient populations and dosages. Further, even after regulatory
      approval is obtained, later discovery of previously unknown problems with a
      drug
      may result in restrictions on the drug or even complete withdrawal of the drug
      from the market. Delays in obtaining, or failures to obtain, regulatory
      approvals for any of our drug candidates would harm our business. In addition,
      we cannot predict what adverse governmental regulations may arise from future
      United States or foreign governmental action.





*Other
      regulatory requirements* .
      Any
      drugs manufactured or distributed by us or our collaborators pursuant to FDA
      approvals are subject to continuing regulation by the FDA, including
      recordkeeping requirements and reporting of adverse experiences associated
      with
      the drug. Drug manufacturers and their subcontractors are required to register
      their establishments with the FDA and certain state agencies, and are subject
      to
      periodic unannounced inspections by the FDA and certain state agencies for
      compliance with ongoing regulatory requirements, including cGMPs, which impose
      certain procedural and documentation requirements upon us and our third-party
      manufacturers. Failure to comply with the statutory and regulatory requirements
      can subject a manufacturer to possible legal or regulatory action, such as
      warning letters, suspension of manufacturing, seizure of product, injunctive
      action or possible civil penalties. We cannot be certain that we or our present
      or future third-party manufacturers or suppliers will be able to comply with
      the
      cGMP regulations and other ongoing FDA regulatory requirements. If our present
      or future third-party manufacturers or suppliers are not able to comply with
      these requirements, the FDA may halt our clinical trials, require us to recall
      a
      drug from distribution, or withdraw approval of the NDA for that
      drug.





The
      FDA
      closely regulates the post-approval marketing and promotion of drugs, including
      standards and regulations for direct-to-consumer advertising, off-label
      promotion, industry-sponsored scientific and educational activities and
      promotional activities involving the Internet. A company can make only those
      claims relating to safety and efficacy that are approved by the FDA. Failure
      to
      comply with these requirements can result in adverse publicity, warning letters,
      corrective advertising and potential civil and criminal penalties. Physicians
      may prescribe legally available drugs for uses that are not described in the
      drug’s labeling and that differ from those tested by us and approved by the FDA.
      Such off-label uses are common across medical specialties. Physicians may
      believe that such off-label uses are the best treatment for many patients in
      varied circumstances. The FDA does not regulate the behavior of physicians
      in
      their choice of treatments. The FDA does, however, impose stringent restrictions
      on manufacturers’ communications regarding off-label use.





**Need
      for Government Approval**





The
      use
      of immortalized hepatocytes for drug discovery purposes does not require FDA
      approval. However, some of our products will be subject to regulation in the
      United States by the FDA and by comparable regulatory authorities in foreign
      jurisdictions. The Sybiol synthetic bio-liver device will be classified as
      a
“biologic” regulated under the Public Health Service Act and the Food, Drug and
      Cosmetic Act. The use of human immortalized liver cells for this application
      will also be regulated by the FDA. Development of therapeutic products of human
      use is a multi-step process. The process required by the FDA before out drug
      candidates may be marketed in the United States generally involves the
      following:


•
            completion
                of extensive preclinical laboratory tests, preclinical animal studies
                and
                formulation studies all performed in accordance with the FDA’s good
                laboratory practice, or GLP, regulations;•
            submission
                to the FDA of an IND application which must become effective before
                clinical trials may begin;•
            performance
                of adequate and well-controlled clinical trials to establish the
                safety
                and efficacy of the product candidate for each proposed
                indication;•
            submission
                of a new drug application, or NDA, to the FDA;


9





•
            satisfactory
                completion of an FDA preapproval inspection of the manufacturing
                facilities at which the product is produced to assess compliance
                with
                current GMP, or cGMP, regulations; and•
            FDA
                review and approval of the NDA prior to any commercial marketing,
                sale or
                shipment of the drug.




The
      testing and approval process requires substantial time, effort and financial
      resources, and we cannot be certain that any approvals for our drug candidates
      will be granted on a timely basis, if at all.




**Research
      and Development**




In
      fiscal
      year 2007, our Company spent $757,866 on research and development. Research
      and
      development costs during fiscal year 2006 were $2,252,250. The
      decrease resulted primarily from the fact that therapeutic products in-licensing
      and related expenses of approximately $1,250,000 were recorded during 2006
      that
      were not incurred during 2007. Other cost reductions related to research
      included lower salaries, lower consulting fees and other operating expenses.
      Further, the decrease in selling, general and administrative expenses was
      achieved by reducing administrative and marketing salaries and
      expenses.




Our
      research and development has also been funded by the National Institute of
      Health (“NIH”), Small Business Innovative Research (“SBIR”) and other grants.




**Competition**





We
      compete in the segments of the pharmaceutical and biotechnology markets that
      are
      highly competitive. We face significant competition from most pharmaceutical
      companies a well as biotechnology companies that are also researching and
      selling products similar to ours. Many of our competitors have significantly
      greater financial, manufacturing, marketing and drug development resources
      than
      we do. Large pharmaceutical companies in particular have extensive experience
      in
      clinical testing and in obtaining regulatory approvals for drugs. These
      companies also have significantly greater research capabilities than we do.
      In
      addition, many universities and private and public research institutes are
      active in research, some in direct competition with us. We believe that our
      ability to successfully compete will depend on, among other things:





·
            Our
                drug candidates’ efficacy, safety and
                reliability;


·
            The
                speed at which we develop our drug
                candidates;


·
            The
                completion of clinical development and laboratory testing and obtaining
                regulatory approvals for drug
                candidates;


·
            The
                timing and scope of regulatory approvals for our drug
                candidates;


·
            Our
                ability to manufacture and sell commercial quantities of a drug to
                the
                market;


·
            Acceptance
                of our drugs by physicians and other health care
                providers;


·
            The
                willingness of third party payors to provide reimbursement for the
                use of
                our drugs;


·
            Our
                ability to protect our intellectual property and avoid infringing
                the
                intellectual property of others;


·
            The
                quality and breadth of our
                technology;


·
            Our
                employees’ skills and our ability to recruit and retain skilled
                employees;


·
            Our
                cash flows under existing and potential future arrangements with
                licensees, partners and other parties;
                and


·
            The
                availability of substantial capital resources to fund development
                and
                commercialization activities.





Our
      competitors may develop drug candidates and market drugs that are less expensive
      and more effective than our future drugs or that may render our drugs obsolete.
      Our competitors may also commercialize competing drugs before we or our partners
      can launch any drugs developed from our drug candidates.





Other
      companies that are early-stage are currently developing alternative treatments
      and products that could compete with our drugs. These organizations also compete
      with us to attract qualified personnel and potential parties for acquisitions,
      joint ventures or other strategic alliances.




**Employees**





As
      of
      November 30, 2007 we had three full-time employees and one part-time employee.


10


FACTORS
      THAT MAY AFFECT FUTURE PERFORMANCE




Risks
      Related To Our Business




**Our
      drug candidates and cellular systems technologies are in the early stages of
      clinical testing and we have a history of significant losses and may not achieve
      or sustain profitability** .





Our
      drug
      candidates are in the early stages of clinical testing and we must conduct
      significant additional clinical trials before we can seek the regulatory
      approvals necessary to begin commercial sales of our drugs. Similarly, some
      of
      our cellular systems technologies are in early stages of development and require
      further development before they may be commercially viable. We have incurred
      a
      substantial accumulated deficit since our inception in 1970. As of November
      30,
      2007, our accumulated deficit was $36,383,900. Our losses have primarily
      resulted from significant costs associated with the research and development
      relating to our cellular systems technologies and other operating costs. We
      expect to incur increasing losses for at least several years, as we continue
      our
      research activities and conduct development of, and seek regulatory approvals
      for, our drug candidates, and commercialize any approved drugs and as we
      continue to advance our cellular systems technologies business. If our drug
      candidates fail in clinical trials or do not gain regulatory approval, or if
      our
      drugs and cellular systems technologies do not achieve market acceptance, we
      will not achieve or maintain profitability. If we fail to become and remain
      profitable, or if we are unable to fund our continuing losses, you could lose
      all or part of your investment.





**Going
      Concern**





Our
      independent auditors have added explanatory paragraph to their audit opinion
      issued in connection with the financial statements for the year ended November
      30, 2007, relative to our ability to continue as a going concern. Our ability
      to
      obtain additional funding will determine our ability to continue as a going
      concern. Due to our financial condition at November 30, 2007, we do not believe
      that our existing funds and existing sources of funds (royalties and grant
      income) are sufficient to allow the Company to continue our operations without
      making adjustments to our current programs beyond June 30, 2008. Our financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.





**Our
      new business strategy of focusing on our therapeutic programs and technologies
      makes evaluation of our business prospects difficult.**





Our
      new
      business strategy of focusing on therapeutic programs and technologies is
      unproven. Because of this recent strategic shift in focus, we cannot accurately
      predict our product development success. Moreover, we have limited experience
      developing therapeutics and we cannot be sure that any product that we develop
      will be commercially successful. As a result of these factors, it is difficult
      to predict and evaluate our future business prospects.





**We
      are subject to a variety of general business risks.** ****





We
      will
      be subject to the risks inherent in the ownership and  operation
      of a research and development biotechnology venture such as  regulatory
      setbacks and delays, fluctuations in expenses, competition from  other
      biotechnology ventures and pharmaceutical companies, the general  strength
      of regional and national economies, and governmental regulation. The Company’s
      products may fail to advance due to inadequate therapeutic  efficacy,
      adverse effects, inability to finance clinical trials or other  regulatory
      or commercial setbacks. Because certain costs of the Company  will
      not
      generally decrease with decreases in financing capital or revenues,  the
      cost
      of operating the Company may exceed the income there from. No  representation
      or warranty can be made that the Company will be profitable  or
      will
      be able to generate sufficient working capital.





**If
      we do not obtain adequate financing to fund our future research and development
      and operations, we may not be able to successfully implement our business plan.**





We
      have
      in the past increased, and plan to increase further, our operating expenses
      in
      order to fund higher levels of research and development, undertake and complete
      the regulatory approval process, and increase our administrative resources
      in
      anticipation of future growth. We plan to increase our administrative resources
      to support the hiring of additional employees that will enable us to expand
      our
      research and product development capacity. We intend to finance our operations
      with revenues from royalties generated from the licensing of our technology,
      by
      selling securities to investors, through new strategic alliances, and by
      continuing to use our common stock to pay for consulting and professional
      services.





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
      anticipate that our future cash requirements may be fulfilled by potential
      direct product sales, the sale of additional securities, debt financing and/or
      the sale or licensing of our technologies. We cannot guarantee, however, that
      enough future funds will be generated from operations or from the aforementioned
      or other potential sources. Although we raised gross proceeds of $300,000 in
      February 2007 and $1.6 million in July 2006, in private placements, we do not
      have any binding commitment with regard to future financing. If adequate funds
      are not available or are not available on acceptable terms, we may be unable
      to
      pursue our therapeutic programs, fund expansion of our cellular technologies
      business, 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.


11




**We
      have never generated, and may never generate, revenues from commercial sales
      of
      our drug and/or therapeutic candidates and we may not have drugs and / or
      therapeutic products to market for at least several years, if ever.**





We
      currently have no drugs and/or therapeutic products for sale and we cannot
      guarantee that we will ever have marketable drugs and/or therapeutic products.
      We must demonstrate that our drug and/or therapeutic products candidates satisfy
      rigorous standards of safety and efficacy to the Food and Drug Administration,
      or FDA, and other regulatory authorities in the United States and abroad. We
      and
      our partners will need to conduct significant additional research and
      preclinical and clinical testing before we or our partners can file applications
      with the FDA or other regulatory authorities for approval of our drug candidates
      and/or therapeutic products. In addition, to compete effectively, our drugs
      and/or therapeutic products must be easy to use, cost-effective and economical
      to manufacture on a commercial scale, compared to other therapies available
      for
      the treatment of the same conditions. We may not achieve any of these
      objectives. We cannot be certain that the clinical development of our drug
      candidates in preclinical testing or clinical development will be successful,
      that they will receive the regulatory approvals required to commercialize them,
      or that any of our other research programs will yield a drug candidate suitable
      for entry into clinical trials. We do not expect any of our drug and/or
      therapeutic products candidates to be commercially available for several years,
      if at all. The development of one or more of these drug candidates may be
      discontinued at any stage of our clinical trials programs and we may not
      generate revenue from any of drug candidates.




**Clinical
      trials may fail to demonstrate the desired safety and efficacy of our drug
      and /
      or therapeutic candidates, which could prevent or significantly delay completion
      of clinical development and regulatory approval.**





Prior
      to
      receiving approval to commercialize any of our drug and / or therapeutic
      candidates, we must demonstrate with substantial evidence from well-controlled
      clinical trials, and to the satisfaction of the FDA and other regulatory
      authorities in the United States and abroad, that such drug candidate is both
      sufficiently safe and effective. Before we can commence clinical trials, we
      must
      demonstrate through preclinical studies satisfactory product chemistry,
      formulation, stability and toxicity levels in order to file an investigational
      new drug application, or IND, (or the foreign equivalent of an IND) to commence
      clinical trials. In clinical trials we will need to demonstrate efficacy for
      the
      treatment of specific indications and monitor safety throughout the clinical
      development process. Long-term safety and efficacy have not yet been
      demonstrated in clinical trials for any of our drug and / or therapeutic
      candidates, and satisfactory chemistry, formulation, stability and toxicity
      levels have not yet been demonstrated for our drug candidates or compounds
      that
      are currently the subject of preclinical studies. If our preclinical studies,
      clinical trials or future clinical trials are unsuccessful, our business and
      reputation will be harmed.





All
      of
      our drug and / or therapeutic candidates are prone to the risks of failure
      inherent in drug development. Preclinical studies may not yield results that
      would satisfactorily support the filing of an IND or comparable regulatory
      filing abroad with respect to our drug candidates, and, even if these
      applications would be or have been filed with respect to our drug and / or
      therapeutic candidates, the results of preclinical studies do not necessarily
      predict the results of clinical trials. Similarly, early-stage clinical trials
      do not predict the results of later-stage clinical trials, including the safety
      and efficacy profiles of any particular drug and / or therapeutic candidate.
      In
      addition, there can be no assurance that the design of our clinical trials
      is
      focused on appropriate disease types, patient populations, dosing regimens
      or
      other variables which will result in obtaining the desired efficacy data to
      support regulatory approval to commercialize the drug and / or therapeutic.
      Even
      if we believe the data collected from clinical trials of our drug and / or
      therapeutic candidates are promising, such data may not be sufficient to support
      approval by the FDA or any other United States or foreign regulatory authority.
      Preclinical and clinical data can be interpreted in different ways. Accordingly,
      FDA officials or officials from foreign regulatory authorities could interpret
      the data in different ways than we or our partners do, which could delay, limit
      or prevent regulatory approval.





Administering
      any of our drug candidates and / or therapeutic products, or potential drug
      candidates that are the subject of preclinical studies to animals may produce
      undesirable side effects, also known as adverse effects. Toxicities and adverse
      effects that we have observed in preclinical studies for some compounds in
      a
      particular research and development program may occur in preclinical studies
      or
      clinical trials of other compounds from the same program. Such toxicities or
      adverse effects could delay or prevent the filing of an IND or comparable
      regulatory filing abroad with respect to such drug candidates or potential
      drug
      candidates or cause us to cease clinical trials with respect to any drug
      candidate. In clinical trials, administering any of our drug candidates to
      humans may produce adverse effects. These adverse effects could interrupt,
      delay
      or halt clinical trials of our drug candidates and could result in the FDA
      or
      other regulatory authorities denying approval of our drug candidates for any
      or
      all targeted indications. The FDA, other regulatory authorities, our partners
      or
      we may suspend or terminate clinical trials at any time. Even if one or more
      of
      our drug candidates were approved for sale, the occurrence of even a limited
      number of toxicities or adverse effects when used in large populations may
      cause
      the FDA to impose restrictions on, or prevent, the further marketing of such
      drugs. Indications of potential adverse effects or toxicities which may occur
      in
      clinical trials and which we believe are not significant during the course
      of
      such trials may later turn out to actually constitute serious adverse effects
      or
      toxicities when a drug has been used in large populations or for extended
      periods of time. Any failure or significant delay in completing preclinical
      studies or clinical trials for our drug candidates, or in receiving and
      maintaining regulatory approval for the sale of any drugs resulting from our
      drug candidates, may severely harm our reputation and business.


12




**Clinical
      trials are expensive, time consuming and subject to delay** .





Clinical
      trials are very expensive and difficult to design and implement, in part because
      they are subject to rigorous requirements. The clinical trial process is also
      time consuming. According to industry sources, the entire drug development
      and
      testing process takes on average 12 to 15 years. According to industry studies,
      the fully capitalized resource cost of new drug development averages
      approximately $800 million; however, individual trials and individual drug
      candidates may incur a range of costs above or below this average. We estimate
      that clinical trials of our most advanced drug candidates will continue for
      several years, but may take significantly longer to complete. The commencement
      and completion of our clinical trials could be delayed or prevented by several
      factors, including, but not limited to:


·
            delays
                in obtaining regulatory approvals to commence a clinical trial;·
            delays
                in identifying and reaching agreement on acceptable terms with prospective
                clinical trial sites;·
            slower
                than expected rates of patient recruitment and enrollment, including
                as a
                result of the introduction of alternative therapies or drugs by others;·
            lack
                of effectiveness during clinical trials;·
            unforeseen
                safety issues;·
            adequate
                supply of clinical trial material;·
            uncertain
                dosing issues;·
            introduction
                of new therapies or changes in standards of practice or regulatory
                guidance that render our clinical trial endpoints or the targeting
                of our
                proposed indications obsolete;·
            inability
                to monitor patients adequately during or after treatment; and·
            inability
                or unwillingness of medical investigators to follow our clinical
                protocols.




We
      do not
      know whether planned clinical trials will begin on time, will need to be
      restructured or will be completed on schedule, if at all. Significant delays
      in
      clinical trials will impede our ability to commercialize our drug candidates
      and
      generate revenue and could significantly increase our development costs, any
      of
      which could significantly and negatively impact our results of operations and
      harm our business.




**If
      we fail to enter into and maintain successful strategic alliances for certain
      of
      our therapeutic products or drug candidates, we may have to reduce or delay
      our
      drug candidate development or increase our expenditures.**





Our
      strategy for developing, manufacturing and commercializing certain of our
      therapeutic products or drug candidates involves entering into and successfully
      maintaining strategic alliances with pharmaceutical companies or other industry
      participants to advance our programs and reduce our expenditures on each
      program. However, we may not be able to maintain our current strategic alliances
      or negotiate additional strategic alliances on acceptable terms, if at all.
      If
      we are not able to maintain our existing strategic alliances or establish and
      maintain additional strategic alliances, we may have to limit the size or scope
      of, or delay, one or more of our drug development programs or research programs
      or undertake and fund these programs ourselves or otherwise reevaluate or exit
      a
      particular business. To the extent that we are required to increase our
      expenditures to fund research and development programs or our therapeutic
      programs or cellular systems technologies on our own, we will need to obtain
      additional capital, which may not be available on acceptable terms, or at all.


13




**Our
      proprietary rights may not adequately protect our technologies and drug
      candidates.**





Our
      commercial success will depend in part on our obtaining and maintaining patent
      protection and trade secret protection of our technologies and drug candidates
      as well as successfully defending these patents against third-party challenges.
      We will only be able to protect our technologies and drug candidates from
      unauthorized use by third parties to the extent that valid and enforceable
      patents or trade secrets cover them. Furthermore, the degree of future
      protection of our proprietary rights is uncertain because legal means afford
      only limited protection and may not adequately protect our rights or permit
      us
      to gain or keep our competitive advantage.





The
      patent positions of life sciences companies can be highly uncertain and involve
      complex legal and factual questions for which important legal principles remain
      unresolved. No consistent policy regarding the breadth of claims allowed in
      such
      companies’ patents has emerged to date in the United States. The patent
      situation outside the United States is even more uncertain. Changes in either
      the patent laws or in interpretations of patent laws in the United States or
      other countries may diminish the value of our intellectual property.
      Accordingly, we cannot predict the breadth of claims that may be allowed or
      enforced in our patents or in third-party patents. For example:


·
            we
                or our licensors might not have been the first to make the inventions
                covered by each of our pending patent applications and issued patents;·
            we
                or our licensors might not have been the first to file patent applications
                for these inventions;·
            others
                may independently develop similar or alternative technologies or
                duplicate
                any of our technologies;·
            it
                is possible that none of our pending patent applications or the pending
                patent applications of our licensors will result in issued patents;·
            our
                issued patents and issued patents of our licensors may not provide
                a basis
                for commercially viable drugs, or may not provide us with any competitive
                advantages, or may be challenged and invalidated by third parties;
                and·
            we
                may not develop additional proprietary technologies or drug candidates
                that are patentable.





We
      also
      rely on trade secrets to protect our technology, especially where we believe
      patent protection is not appropriate or obtainable. However, trade secrets
      are
      difficult to protect. While we use reasonable efforts to protect our trade
      secrets, our or our strategic partners’ employees, consultants, contractors or
      scientific and other advisors may unintentionally or willfully disclose our
      information to competitors. If we were to enforce a claim that a third party
      had
      illegally obtained and was using our trade secrets, our enforcement efforts
      would be expensive and time consuming, and the outcome would be unpredictable.
      In addition, courts outside the United States are sometimes less willing to
      protect trade secrets. Moreover, if our competitors independently develop
      equivalent knowledge, methods and know-how, it will be more difficult for us
      to
      enforce our rights and our business could be harmed.





If
      we are
      not able to defend the patent or trade secret protection position of our
      technologies and drug candidates, then we will not be able to exclude
      competitors from developing or marketing competing drugs, and we may not
      generate enough revenue from product sales to justify the cost of development
      of
      our drugs and to achieve or maintain profitability.




**If
      we are sued for infringing intellectual property rights of third parties, such
      litigation will be costly and time consuming, and an unfavorable outcome would
      have a significant adverse effect on our business.**





Our
      ability to commercialize drugs depends on our ability to sell such drugs without
      infringing the patents or other proprietary rights of third parties. Numerous
      U.S. and foreign issued patents and pending patent applications, which are
      owned
      by third parties, exist in the areas that we are exploring. In addition, because
      patent applications can take several years to issue, there may be currently
      pending applications, unknown to us, which may later result in issued patents
      that our drug candidates may infringe. There could also be existing patents
      of
      which we are not aware that our drug candidates may inadvertently infringe.





Future
      products of ours may be impacted by patents of companies engaged in competitive
      programs with significantly greater resources. Further development of these
      products could be impacted by these patents and result in the expenditure of
      significant legal fees.





If
      a
      third party claims that our actions infringe on their patents or other
      proprietary rights, we could face a number of issues that could seriously harm
      our competitive position, including, but not limited to:


14





·
            infringement
                and other intellectual property claims that, with or without merit,
                can be
                costly and time consuming to litigate and can delay the regulatory
                approval process and divert management’s attention from our core business
                strategy;·
            substantial
                damages for past infringement which we may have to pay if a court
                determines that our drugs or technologies infringe upon a competitor’s
                patent or other proprietary rights;·
            A
                court prohibiting us from selling or licensing our drugs or technologies
                unless the holder licenses the patent or other proprietary rights
                to us,
                which it is not required to do; and·
            if
                a license is available from a holder, we may have to pay substantial
                royalties or grant cross licenses to our patents or other proprietary
                rights.




**We
      may become involved in disputes with our strategic partners over intellectual
      property ownership, and publications by our research collaborators and
      scientific advisors could impair our ability to obtain patent protection or
      protect our proprietary information, which, in either case, would have a
      significant impact on our business.**





Inventions
      discovered under our strategic alliance agreements become jointly owned by
      our
      strategic partners and us in some cases, and the exclusive property of one
      of us
      in other cases. Under some circumstances, it may be difficult to determine
      who
      owns a particular invention, or whether it is jointly owned, and disputes could
      arise regarding ownership of those inventions. These disputes could be costly
      and time consuming, and an unfavorable outcome would have a significant adverse
      effect on our business if we were not able to protect or license rights to
      these
      inventions. In addition, our research collaborators and scientific advisors
      have
      contractual rights to publish our data and other proprietary information,
      subject to our prior review. Publications by our research collaborators and
      scientific advisors containing such information, either with our permission
      or
      in contravention of the terms of their agreements with us, may impair our
      ability to obtain patent protection or protect our proprietary information,
      which could significantly harm our business.




**To
      the extent we elect to fund the development of a drug candidate or the
      commercialization of a drug at our expense, we will need substantial additional
      funding.**





The
      discovery, development and commercialization of drugs is costly. As a result,
      to
      the extent we elect to fund the development of a drug candidate or the
      commercialization of a drug at our expense, we will need to raise additional
      capital to:


·
            expand
                our research and development and technologies;·
            fund
                clinical trials and seek regulatory approvals;·
            build
                or access manufacturing and commercialization capabilities;·
            implement
                additional internal systems and infrastructure;·
            maintain,
                defend and expand the scope of our intellectual property; and·
            hire
                and support additional management and scientific personnel.





Our
      future funding requirements will depend on many factors, including, but not
      limited to:


·
            the
                rate of progress and cost of our clinical trials and other research
                and
                development activities;·
            the
                costs and timing of seeking and obtaining regulatory approvals;·
            the
                costs associated with establishing manufacturing and commercialization
                capabilities;·
            the
                costs of filing, prosecuting, defending and enforcing any patent
                claims
                and other intellectual property rights;·
            the
                costs of acquiring or investing in businesses, products and technologies;


15





·
            the
                effect of competing technological and market developments; and·
            the
                payment and other terms and timing of any strategic alliance, licensing
                or
                other arrangements that we may establish.





Until
      we
      can generate a sufficient amount of product revenue to finance our cash
      requirements, which we may never do, we expect to finance future cash needs
      primarily through public or private equity offerings, debt financings and
      strategic alliances. We cannot be certain that additional funding will be
      available on acceptable terms, or at all. If we are not able to secure
      additional funding when needed, we may have to delay, reduce the scope of or
      eliminate one or more of our clinical trials or research and development
      programs or future commercialization initiatives.




**We
      have limited capacity to carry out our own clinical trials in connection with
      the development of our drug candidates and potential drug candidates, and to
      the
      extent we elect to develop a drug candidate without a strategic partner we
      will
      need to expand our development capacity, and we will require additional funding.**





The
      development of drug candidates is complicated, and requires resources and
      experience for which we currently have limited resources. To the extent we
      conduct clinical trials for a drug candidate without support from a strategic
      partner we will need to develop additional skills, technical expertise and
      resources necessary to carry out such development efforts on our own or through
      the use of other third parties, such as contract research organizations, or
      CROs.





If
      we
      utilize CROs, we will not have control over many aspects of their activities,
      and will not be able to fully control the amount or timing of resources that
      they devote to our programs. These third parties also may not assign as high
      a
      priority to our programs or pursue them as diligently as we would if we were
      undertaking such programs ourselves, and therefore may not complete their
      respective activities on schedule. CROs may also have relationships with our
      competitors and potential competitors, and may prioritize those relationships
      ahead of their relationships with us. Typically we would prefer to qualify
      more
      than one vendor for each function performed outside of our control, which could
      be time consuming and costly. The failure of CROs to carry out development
      efforts on our behalf according to our requirements and FDA or other regulatory
      agencies’ standards, or our failure to properly coordinate and manage such
      efforts, could increase the cost of our operations and delay or prevent the
      development, approval and commercialization of our drug candidates.





If
      we
      fail to develop additional skills, technical expertise and resources necessary
      to carry out the development of our drug candidates, or if we fail to
      effectively manage our CROs carrying out such development, the commercialization
      of our drug candidates will be delayed or prevented.




**We
      currently have no marketing or sales staff, and if we are unable to enter into
      or maintain strategic alliances with marketing partners or if we are unable
      to
      develop our own sales and marketing capabilities, we may not be successful
      in
      commercializing our potential drugs or therapeutic products.**





We
      currently have no internal sales, marketing or distribution capabilities. To
      commercialize our products or drugs that we determine not to market on our
      own,
      we will depend on strategic alliances with third parties, which have established
      distribution systems and direct sales forces. If we are unable to enter into
      such arrangements on acceptable terms, we may not be able to successfully
      commercialize such products or drugs. If we decide to commercialize products
      or
      drugs on our own, we will need to establish our own specialized sales force
      and
      marketing organization with technical expertise and with supporting distribution
      capabilities. Developing such an organization is expensive and time consuming
      and could delay a product launch. In addition, we may not be able to develop
      this capacity efficiently, or at all, which could make us unable to
      commercialize our products and drugs.





To
      the
      extent that we are not successful in commercializing any products or drugs
      ourselves or through a strategic alliance, our product revenues will suffer,
      we
      will incur significant additional losses and the price of our common stock
      will
      be negatively affected.




**We
      have no manufacturing capacity and depend on our partners or contract
      manufacturers to produce our products and clinical trial drug supplies for
      each
      of our drug candidates and potential drug candidates, and anticipate continued
      reliance on contract manufacturers for the development and commercialization
      of
      our potential products and drugs.**





We
      do not
      currently operate manufacturing facilities for clinical or commercial production
      of our drug candidates or potential drug candidates that are under development.
      We have no experience in drug formulation or manufacturing, and we lack the
      resources and the capabilities to manufacture any of our drug candidates on
      a
      clinical or commercial scale. We anticipate reliance on a limited number of
      contract manufacturers. Any performance failure on the part of our contract
      manufacturers could delay clinical development or regulatory approval of our
      drug candidates or commercialization of our drugs, producing additional losses
      and depriving us of potential product revenues.


16





Our
      products and drug candidates require precise, high quality manufacturing. Our
      failure or our contract manufacturer’s failure to achieve and maintain high
      manufacturing standards, including the incidence of manufacturing errors, could
      result in patient injury or death, product recalls or withdrawals, delays or
      failures in product testing or delivery, cost overruns or other problems that
      could seriously hurt our business. Contract manufacturers often encounter
      difficulties involving production yields, quality control and quality assurance,
      as well as shortages of qualified personnel. These manufacturers are subject
      to
      ongoing periodic unannounced inspection by the FDA, the U.S. Drug Enforcement
      Agency and other regulatory agencies to ensure strict compliance with current
      good manufacturing practices and other applicable government regulations and
      corresponding foreign standards; however, we do not have control over contract
      manufacturers’ compliance with these regulations and standards. If one of our
      contract manufacturers fails to maintain compliance, the production of our
      drug
      candidates could be interrupted, resulting in delays, additional costs and
      potentially lost revenues. Additionally, our contract manufacturer must pass
      a
      preapproval inspection before we can obtain marketing approval for any of our
      drug candidates in development.





If
      the
      FDA or other regulatory agencies approve any of our products or our drug
      candidates for commercial sale, we will need to manufacture them in larger
      quantities. Significant scale-up of manufacturing may require additional
      validation studies, which the FDA must review and approve. If we are unable
      to
      successfully increase the manufacturing capacity for a product or drug
      candidate, the regulatory approval or commercial launch of any related products
      or drugs may be delayed or there may be a shortage in supply. Even if any
      contract manufacturer makes improvements in the manufacturing process for our
      products and drug candidates, we may not own, or may have to share, the
      intellectual property rights to such improvements.




In
      addition, our contract manufacturers may not perform as agreed or may not remain
      in the contract manufacturing business for the time required to successfully
      produce, store and distribute our products and drug candidates. In the event
      of
      a natural disaster, business failure, strike or other difficulty, we may be
      unable to replace such contract manufacturer in a timely manner and the
      production of our products or drug candidates would be interrupted, resulting
      in
      delays and additional costs.





Switching
      manufacturers may be difficult because the number of potential manufacturers
      is
      limited and the FDA must approve any replacement manufacturer prior to
      manufacturing our products or drug candidates. Such approval would require
      new
      testing and compliance inspections. In addition, a new manufacturer would have
      to be educated in, or develop substantially equivalent processes for, production
      of our drug candidates after receipt of FDA approval. It may be difficult or
      impossible for us to find a replacement manufacturer on acceptable terms
      quickly, or at all.




**We
      expect to expand our development, clinical research and marketing capabilities,
      and as a result, we may encounter difficulties in managing our growth, which
      could disrupt our operations.**





We
      expect
      to have significant growth in expenditures, the number of our employees and
      the
      scope of our operations, in particular with respect to those drug candidates
      that we elect to develop or commercialize independently or together with a
      partner. To manage our anticipated future growth, we must continue to implement
      and improve our managerial, operational and financial systems, expand our
      facilities and continue to recruit and train additional qualified personnel.
      Due
      to our limited resources, we may not be able to effectively manage the expansion
      of our operations or recruit and train additional qualified personnel. The
      physical expansion of our operations may lead to significant costs and may
      divert our management and business development resources. Any inability to
      manage growth could delay the execution of our business plans or disrupt our
      operations.




**The
      failure to attract and retain skilled personnel could impair our drug
      development and commercialization efforts.**





Our
      performance is substantially dependent on the performance of our senior
      management and key scientific and technical personnel. The employment of these
      individuals and our other personnel is terminable at will with short or no
      notice. The loss of the services of any member of our senior management,
      scientific or technical staff may significantly delay or prevent the achievement
      of drug development and other business objectives by diverting management’s
      attention to transition matters and identification of suitable replacements,
      and
      could have a material adverse effect on our business, operating results and
      financial condition. We also rely on consultants and advisors to assist us
      in
      formulating our research and development strategy. All of our consultants and
      advisors are either self-employed or employed by other organizations, and they
      may have conflicts of interest or other commitments, such as consulting or
      advisory contracts with other organizations, that may affect their ability
      to
      contribute to us. In addition, we believe that we will need to recruit
      additional executive management and scientific and technical personnel. There
      is
      currently intense competition for skilled executives and employees with relevant
      scientific and technical expertise, and this competition is likely to continue.
      Our inability to attract and retain sufficient scientific, technical and
      managerial personnel could limit or delay our product development efforts,
      which
      would adversely affect the development of our products and drug candidates
      and
      commercialization of our products and potential drugs and growth of our
      business.




17




**Risks
      Related to Our Industry**




**Our
      competitors may develop products and drugs that are less expensive, safer,
      or
      more effective, which may diminish or eliminate the commercial success of any
      drugs that we may commercialize.**





We
      compete with companies that are also developing alternative products and drug
      candidates. Our competitors may:


·
            develop
                products and drug candidates and market products and drugs that are
                less
                expensive or more effective than our future drugs;·
            commercialize
                competing products and drugs before we or our partners can launch
                any
                products and drugs developed from our drug candidates;·
            obtain
                proprietary rights that could prevent us from commercializing our
                products;·
            initiate
                or withstand substantial price competition more successfully than
                we can;·
            have
                greater success in recruiting skilled scientific workers from the
                limited
                pool of available talent;·
            more
                effectively negotiate third-party licenses and strategic alliances;·
            take
                advantage of acquisition or other opportunities more readily than
                we can;·
            develop
                products and drug candidates and market products and drugs that increase
                the levels of safety or efficacy or alter other product and drug
                candidate
                profile aspects that our products and drug candidates need to show
                in
                order to obtain regulatory approval; and·
            introduce
                technologies or market products and drugs that render the market
                opportunity for our potential products and drugs obsolete.





We
      will
      compete for market share against large pharmaceutical and biotechnology
      companies and smaller companies that are collaborating with larger
      pharmaceutical companies, new companies, academic institutions, government
      agencies and other public and private research organizations. Many of these
      competitors, either alone or together with their partners, may develop new
      products and drug candidates that will compete with ours, as these competitors
      may, and in certain cases do, operate larger research and development programs
      or have substantially greater financial resources than we do. Our competitors
      may also have significantly greater experience in:





·
            developing
                products and drug candidates;·
            undertaking
                preclinical testing and clinical trials;·
            building
                relationships with key customers and opinion-leading physicians;·
            obtaining
                and maintaining FDA and other regulatory approvals;·
            formulating
                and manufacturing; and·
            launching,
                marketing and selling products and drugs.





If
      our
      competitors market products and drugs that are less expensive, safer or more
      efficacious than our potential products and drugs, or that reach the market
      sooner than our potential products and drugs, we may not achieve commercial
      success. In addition, the life sciences industry is characterized by rapid
      technological change. Because our research approach integrates many
      technologies, it may be difficult for us to stay abreast of the rapid changes
      in
      each technology. If we fail to stay at the forefront of technological change
      we
      may be unable to compete effectively. Our competitors may render our
      technologies obsolete by advances in existing technological approaches or the
      development of new or different approaches, potentially eliminating the
      advantages in our drug discovery process that we believe we derive from our
      research approach and proprietary technologies.


18




**The
      regulatory approval process is expensive, time consuming and uncertain and
      may
      prevent us from obtaining approvals for the commercialization of some or all
      of
      our products and drug candidates.**





The
      research, testing, manufacturing, selling and marketing of drug candidates
      are
      subject to extensive regulation by the FDA and other regulatory authorities
      in
      the United States and other countries, which regulations differ from country
      to
      country. We may not market our potential drugs in the United States until we
      receive approval of an NDA from the FDA. Obtaining an NDA can be a lengthy,
      expensive and uncertain process. In addition, failure to comply with the FDA
      and
      other applicable foreign and United States regulatory requirements may subject
      us to administrative or judicially imposed sanctions. These include warning
      letters, civil and criminal penalties, injunctions, product seizure or
      detention, product recalls, total or partial suspension of production, and
      refusal to approve pending NDAs, or supplements to approved NDAs.





Regulatory
      approval of an NDA or NDA supplement is never guaranteed, and the approval
      process typically takes several years and is extremely expensive. The FDA also
      has substantial discretion in the drug approval process. Despite the time and
      expense exerted, failure can occur at any stage, and we could encounter problems
      that cause us to abandon clinical trials or to repeat or perform additional
      preclinical testing and clinical trials. The number and focus of preclinical
      studies and clinical trials that will be required for FDA approval varies
      depending on the drug candidate, the disease or condition that the drug
      candidate is designed to address, and the regulations applicable to any
      particular drug candidate. The FDA can delay, limit or deny approval of a drug
      candidate for many reasons, including:


·
            A
                drug candidate may not be safe or effective;·
            FDA
                officials may not find the data from preclinical testing and clinical
                trials sufficient;·
            the
                FDA might not approve our or our contract manufacturer’s processes or
                facilities; or·
            the
                FDA may change its approval policies or adopt new regulations.




The
      use
      of immortalized hepatocytes for drug discovery purposes does not require FDA
      approval.




The
      Sybiol® synthetic bio-liver device will be classified as a "biologic" regulated
      under the Public Health Service Act and the Food, Drug and Cosmetic Act. The
      use
      of human immortalized liver cells for this application will also be regulated
      by
      the FDA. We have not yet begun the regulatory approval process for our Sybiol®
biosynthetic liver device with the FDA. We may, when adequate funding and
      resources are available, begin the approval process. If we are able to validate
      the device design, then we currently plan to find a partner to take the project
      forward. Before human studies may begin, the cells provided for the system
      will
      be subjected to the same scrutiny as the Sybiol device. We will need to
      demonstrate sufficient process controls to meet strict standards for a complex
      medical system. This means the cell production facility will need to meet the
      same Good Manufacturing Practice ("GMP") standards as those pertaining to a
      pharmaceutical company.




**If
      we receive regulatory approval, we will also be subject to ongoing FDA
      obligations and continued regulatory review, such as continued safety reporting
      requirements, and we may also be subject to additional FDA post-marketing
      obligations, all of which may result in significant expense and limit our
      ability to commercialize our potential drugs.**





Any
      regulatory approvals that we or our partners receive for our drug candidates
      may
      also be subject to limitations on the indicated uses for which the drug may
      be
      marketed or contain requirements for potentially costly post-marketing follow-up
      studies. In addition, if the FDA approves any of our drug candidates, the
      labeling, packaging, adverse event reporting, storage, advertising, promotion
      and record-keeping for the drug will be subject to extensive regulatory
      requirements. The subsequent discovery of previously unknown problems with
      the
      drug, including adverse events of unanticipated severity or frequency, may
      result in restrictions on the marketing of the drug, and could include
      withdrawal of the drug from the market.





The
      FDA’s
      policies may change and additional government regulations may be enacted that
      could prevent or delay regulatory approval of our drug candidates. We cannot
      predict the likelihood, nature or extent of adverse government regulation that
      may arise from future legislation or administrative action, either in the United
      States or abroad. If we are not able to maintain regulatory compliance, we
      might
      not be permitted to market our drugs and our business could suffer.


19




**If
      physicians and patients do not accept our drugs, we may be unable to generate
      significant revenue, if any.**





Even
      if
      our drug candidates obtain regulatory approval, resulting drugs, if any, may
      not
      gain market acceptance among physicians, healthcare payors, patients and the
      medical community. Even if the clinical safety and efficacy of drugs developed
      from our drug candidates are established for purposes of approval, physicians
      may elect not to recommend these drugs for a variety of reasons including,
      but
      not limited to:


·
            timing
                of market introduction of competitive drugs;·
            clinical
                safety and efficacy of alternative drugs or treatments;·
            cost-effectiveness;·
            availability
                of reimbursement from health maintenance organizations and other
                third-party payors;·
            convenience
                and ease of administration;·
            prevalence
                and severity of adverse side effects;·
            other
                potential disadvantages relative to alternative treatment methods;
                and·
            insufficient
                marketing and distribution support.





If
      our
      drugs fail to achieve market acceptance, we may not be able to generate
      significant revenue and our business would suffer.




**The
      coverage and reimbursement status of newly approved drugs is uncertain and
      failure to obtain adequate coverage and reimbursement could limit our ability
      to
      market any drugs we may develop and decrease our ability to generate revenue.**





There
      is
      significant uncertainty related to the coverage and reimbursement of newly
      approved drugs. The commercial success of our potential drugs in both domestic
      and international markets is substantially dependent on whether third-party
      coverage and reimbursement is available for the ordering of our potential drugs
      by the medical profession for use by their patients. Medicare, Medicaid, health
      maintenance organizations and other third-party payors are increasingly
      attempting to contain healthcare costs by limiting both coverage and the level
      of reimbursement of new drugs, and, as a result, they may not cover or provide
      adequate payment for our potential drugs. They may not view our potential drugs
      as cost-effective and reimbursement may not be available to consumers or may
      not
      be sufficient to allow our potential drugs to be marketed on a competitive
      basis. Likewise, legislative or regulatory efforts to control or reduce
      healthcare costs or reform government healthcare programs could result in lower
      prices or rejection of coverage for our potential drugs. Changes in coverage
      and
      reimbursement policies or healthcare cost containment initiatives that limit
      or
      restrict reimbursement for our drugs may cause our revenue to decline.




**We
      may be subject to costly product liability claims and may not be able to obtain
      adequate insurance.**





If
      we
      conduct clinical trials in humans, we face the risk that the use of our drug
      candidates will result in adverse effects. We cannot predict the possible harms
      or side effects that may result from our clinical trials. We may not have
      sufficient resources to pay for any liabilities resulting from a claim excluded
      from, or beyond the limit of, our insurance coverage.





In
      addition, once we have commercially launched drugs based on our drug candidates,
      we will face exposure to product liability claims. This risk exists even with
      respect to those drugs that are approved for commercial sale by the FDA and
      manufactured in facilities licensed and regulated by the FDA. We intend to
      secure limited product liability insurance coverage, but may not be able to
      obtain such insurance on acceptable terms with adequate coverage, or at
      reasonable costs. There is also a risk that third parties that we have agreed
      to
      indemnify could incur liability. Even if we were ultimately successful in
      product liability litigation, the litigation would consume substantial amounts
      of our financial and managerial resources and may create adverse publicity,
      all
      of which would impair our ability to generate sales of the affected product
      as
      well as our other potential drugs. Moreover, product recalls may be issued
      at
      our discretion or at the direction of the FDA, other governmental agencies
      or
      other companies having regulatory control for drug sales. If product recalls
      occur, such recalls are generally expensive and often have an adverse effect
      on
      the image of the drugs being recalled as well as the reputation of the drug’s
      developer or manufacturer.


20




**We
      may be subject to damages resulting from claims that our employees or we have
      wrongfully used or disclosed alleged trade secrets of their former employers.**





Many
      of
      our employees were previously employed at universities or other biotechnology
      or
      pharmaceutical companies, including our competitors or potential competitors.
      Although no such claims against us are currently pending, we may be subject
      to
      claims that these employees or we have inadvertently or otherwise used or
      disclosed trade secrets or other proprietary information of their former
      employers. Litigation may be necessary to defend against these claims. If we
      fail in defending such claims, in addition to paying monetary damages, we may
      lose valuable intellectual property rights or personnel. A loss of key research
      personnel or their work product could hamper or prevent our ability to
      commercialize certain potential drugs, which could severely harm our business.
      Even if we are successful in defending against these claims, litigation could
      result in substantial costs and be a distraction to management.




**We
      use hazardous chemicals and radioactive and biological materials in our
      business. Any claims relating to improper handling, storage or disposal of
      these
      materials could be time consuming and costly.**





Our
      research and development processes involve the controlled use of hazardous
      materials, including chemicals and radioactive and biological materials. Our
      operations produce hazardous waste products. We cannot eliminate the risk of
      accidental contamination or discharge and any resultant injury from those
      materials. Federal, state and local laws and regulations govern the use,
      manufacture, storage, handling and disposal of hazardous materials. We may
      be
      sued for any injury or contamination that results from our use or the use by
      third parties of these materials. Compliance with environmental laws and
      regulations is expensive, and current or future environmental regulations may
      impair our research, development and production efforts.





In
      addition, our partners may use hazardous materials in connection with our
      strategic alliances. To our knowledge, their work is performed in accordance
      with applicable biosafety regulations. In the event of a lawsuit or
      investigation, however, we could be held responsible for any injury caused
      to
      persons or property by exposure to, or release of, these hazardous materials
      used by these parties. Further, we may be required to indemnify our partners
      against all damages and other liabilities arising out of our development
      activities or drugs produced in connection with these strategic alliances.





**Risks
      Related To Our Common Stock**




**We
      expect that our stock price will fluctuate significantly, and you may not be
      able to resell your shares at or above your investment price.**





The
      market price of our common stock, as well as the market prices of securities
      of
      companies in the life sciences and biotechnology sectors generally, have been
      highly volatile and are likely to continue to be highly volatile. While the
      reasons for the volatility of the market price of our common stock and its
      trading volume are sometimes unknown, in general the market price of our common
      stock may be significantly impacted by many factors, including, but not limited
      to:


·
            results
                from, and any delays in, the clinical trials programs for our products
                and
                drug candidates;·
            delays
                in or discontinuation of the development of any of our products and
                drug
                candidates;·
            failure
                or delays in entering additional drug candidates into clinical trials;·
            failure
                or discontinuation of any of our research programs;·
            delays
                or other developments in establishing new strategic alliances;·
            announcements
                concerning our existing or future strategic alliances;·
            issuance
                of new or changed securities analysts’ reports or recommendations;·
            market
                conditions in the pharmaceutical and biotechnology sectors;·
            actual
                or anticipated fluctuations in our quarterly financial and operating
                results;


21


·
            the
                exercise of outstanding options and warrants, the conversion of
                outstanding convertible preferred stock and debt and the issuance
                of
                additional options, warrants, preferred stock and convertible
                debt;·
            developments
                or disputes concerning our intellectual property or other proprietary
                rights;·
            introduction
                of technological innovations or new commercial products by us or
                our
                competitors;·
            Issues
                in manufacturing our drug candidates or drugs;·
            market
                acceptance of our products and drugs;·
            third-party
                healthcare reimbursement policies;·
            FDA
                or other United States or foreign regulatory actions affecting us
                or our
                industry;·
            litigation
                or public concern about the safety of our products, drug candidates
                or
                drugs;·
            additions
                or departures of key personnel; and·
            volatility
                in the stock prices of other companies in our industry.





These
      and
      other external factors may cause the market price and demand for our common
      stock to fluctuate substantially, which may limit or prevent investors from
      readily selling their shares of common stock and may otherwise negatively affect
      the liquidity of our common stock. In addition, when the market price of a
      stock
      has been volatile, holders of that stock have instituted securities class action
      litigation against the company that issued the stock. If any of our stockholders
      brought a lawsuit against us, we could incur substantial costs defending the
      lawsuit. Such a lawsuit could also divert the time and attention of our
      management.





**Our
      common stock is subject to penny stock regulation, which may affect its
      liquidity** .





Our
      common stock is subject to regulations of the Securities and Exchange Commission
      (the "Commission") relating to the market for penny stocks. Penny stock, as
      defined by the Penny Stock Reform Act, is any equity security not traded on
      a
      national securities exchange or quoted on the NASDAQ National Market or SmallCap
      Market that has a market price of less than $5.00 per share. The penny stock
      regulations generally require that a disclosure schedule explaining the penny
      stock market and the risks associated therewith be delivered to purchasers
      of
      penny stocks and impose various sales practice requirements on broker-dealers
      who sell penny stocks to persons other than established customers and accredited
      investors. The broker-dealer must make a suitability determination for each
      purchaser and receive the purchaser's written agreement prior to the sale.
      In
      addition, the broker-dealer must make certain mandated disclosures, including
      the actual sale or purchase price and actual bid offer quotations, as well
      as
      the compensation to be received by the broker-dealer and certain associated
      persons. The regulations applicable to penny stocks may severely affect the
      market liquidity for our common stock and could limit your ability to sell
      your
      securities in the secondary market.





**It
      is anticipated that dividends will not be paid in the foreseeable
      future.**





The
      Company does not intend to pay dividends on its common stock in the  foreseeable
      future. There can be no assurance that the operation of the  Company
      will result in sufficient revenues to enable the Company to operate  at
      profitable levels or to generate positive cash flows. Further,
      dividend  policy
      is
      subject to the discretion of the Company's Board of Directors and  will
      depend on, among other things, the Company's earnings, financial  condition,
      capital requirements and other factors.





**Our
      common stock is thinly traded and there may not be an active, liquid trading
      market for our common stock.**





There
      is
      no guarantee that an active trading market for our common stock will be
      maintained on the OTCBB or that the volume of trading will be sufficient to
      allow for timely trades. Investors may not be able to sell their shares quickly
      or at the latest market price if trading in our stock is not active or if
      trading volume is limited. In addition, if trading volume in our common stock
      is
      limited, trades of relatively small numbers of shares may have a
      disproportionate effect on the market price of our common stock.




**We
        have convertible securities outstanding that can be converted into more shares
        of common stock then we have currently authorized.**
 
 We
        have
        warrants to purchase common stock, stock options, convertible debentures
        and
        convertible preferred stock outstanding that if converted and/or exercised,
        according to their terms can result in the requirement that we issue more
        shares
        than we have currently authorized under our Certificate of Incorporation.
        This
        could result in our default under such agreements and may force us to amend
        the
        Certificate of Incorporation to authorize more shares or seek other remedies.
        While we intend to redeem and remove certain agreements in order to reduce
        the
        number of convertible securities outstanding, there is no guarantee that
        we will
        be successful.


22


**Item
      2. DESCRIPTION OF PROPERTY**





On
      April
      6, 2005, the Company entered into a three-year sublease agreement for new
      research and administrative facilities. This lease was terminated on November
      30, 2007.





On
      September 1, 2006, the Company entered into a one-year sublease agreement to
      lease a San Diego, California research facility. This lease was terminated
      on
      October 1, 2007 and the research facility was closed.





On
      October 22, 2007, the Company renegotiated the sublease agreement for a smaller
      space in the same facility. The Company agreed to pay $3,267 per month until
      the
      expiration on April 30, 2008. The Company was also required to pay in advance
      all the rent payable during the term in the amount of $16,878.





**Item
      3. LEGAL PROCEEDINGS**





None.





**Item
      4.** **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**





None.





**PART
      II**





**Item
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





Our
      common stock is traded on the OTC Bulletin Board under the symbol MCET.OB.
      Our
      stock is considered penny stock and is, therefore, subject to the Securities
      Enforcement Remedies and Penny Stock Reform Act of 1990. Penny stock is defined
      as any equity security not traded on a national stock exchange or quoted on
      NASDAQ and that has a market price of less than $5.00 per share. Additional
      disclosure is required in connection with any trades involving a stock defined
      as a penny stock (subject to certain exceptions); including the delivery, prior
      to any such transaction, of a disclosure schedule explaining the penny stock
      market and the associated risks. Broker-dealers who recommend such low-priced
      securities to persons other than established customers and accredited investors
      satisfy special sales practice requirements, including a requirement that they
      make an individualized written suitability determination for the purchase and
      receive the purchaser's written consent prior to the transaction.





The
      table
      below gives the range of high and low bid prices of our common stock for the
      fiscal years ended November 30, 2007 and November 30, 2006 based on information
      provided by the OTC Bulletin Board. Such over-the-counter market quotations
      reflect inter-dealer prices, without mark-up, mark-down or commissions and
      may
      not necessarily represent actual transactions or a liquid trading market.





**Fiscal
      Year Ended November 30, 2007**





High
            
            LowFirst
                quarter
            
            $
            .27
            
            $
            .20Second
                quarter
            
            $
            .20
            
            $
            .07Third
                quarter
            
            $
            .09
            
            $
            .04Fourth
                quarter
            
            $
            .13
            
            $
            .04





**Fiscal
      Year Ended November 30, 2006**





High
            
            LowFirst
                quarter
            
            $
            .75
            
            $
            .47Second
                quarter
            
            $
            .60
            
            $
            .34Third
                quarter
            
            $
            .44
            
            $
            .32Fourth
                quarter
            
            $
            .46
            
            $
            .24





No
      cash
      dividends have been paid on our common stock for the 2007 and 2006 fiscal years
      and no change of this policy is under consideration by the Board of Directors.




The
      payment of cash dividends in the future will be determined by the Board of
      Directors in light of conditions then existing, including our Company's
      earnings, financial requirements, and opportunities for reinvesting earnings,
      business conditions, and other factors. There are otherwise no restrictions
      on
      the payment of dividends. The number of registered shareholders of record of
      our
      Company's Common Stock on February 13 2008 was approximately 1,039.


23





The
      following table summarizes the securities authorized for issuance under equity
      compensation plans as of November 30, 2007:





**Plan
                Category**
            
            **Number of**
              **Securities to be**
              **Issued Upon**
              **Exercise of**
              **Outstanding**
              **Options,**
              **Warrants and**
              **Rights**
            
            **Weighted**
              **Average**
              **Exercise Price of**
              **Outstanding**
              **Options,**
              **Warrants and**
              **Rights**
            
            **Number of**
              **Securities**
              **Remaining**
              **Available for**
              **Future Issuance**
              **Under Equity**
              **Compensation**
              **Plans**Equity
                compensation plans approved by shareholders
            
            
            2,210,000
            
            $
            1.09
            
            
            4,900,600Equity
                compensation plans not approved by shareholdersWarrants
                issued
            
            
            35,440,946
            
            $
            0.7337,650,946
            
            $
            0.75





The
      shares of common stock may be issued pursuant to stock awards may include an
      annual increase to be added of the first day of each Company fiscal year,
      beginning in 2005 and ending in (and including) 2013, equal to the lesser of
      the
      following amounts: (a) 15% of the Company’s outstanding shares of common stock
      on the day preceding the first day of such fiscal year; (b) 5,000,000 shares
      of
      common stock; or (c) an amount determined by the Board.




**Item
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS**





The
      Management’s Discussion and Analysis for the years ended November 30, 2007 and
      2006 presented below.







**Overview**




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 MCTI during September 2005 and the recent in-licensing of
      drug
      candidates, the Company is pursuing research and development of therapeutics.
      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 immune system modulation technologies to discover, develop
      and
      commercialize new therapeutics itself and with strategic partners.




In
      August
      2003, MultiCell signed an exclusive sales, manufacturing and distribution
      agreement for the use of two of its cell lines by XenoTech, an unrelated party.
      The agreement, which is for a term of seven years, required XenoTech to make
      an
      initial non-refundable payment of $800,000 to MultiCell in August 2003. This
      payment represented consideration for and a guarantee of Nosan’s (XenoTech’s
      distributor) right of first negotiation for distribution rights for the Asia
      Pacific Rim, should MultiCell successfully complete the development of its
      cell
      lines for the production of proteins, other cellular constituents and or
      drug-like molecules. Additional consideration under the August 2003 agreement
      included a $700,000 royalty prepayment. This prepayment was an advance against
      the minimum royalty payment of $800,000 for the first royalty period, which
      was
      16 months, culminating on November 30, 2004. The subsequent 5 royalty periods
      will be 12 months and the last royalty period will be 8 months. XenoTech must
      bear all the costs for its manufacturing and sales activities and make specified
      minimum periodic royalty payments that total $18 million over the 7 year term
      of
      the agreement to maintain distribution exclusivity. The agreement requires
      XenoTech to make royalty payments to MultiCell of 17.5% of net sales for the
      direct sale of its cells and 34% of net sales derived from any sublicense
      agreement. ** Prior
      to
      December 1, 2004, the Company had recognized revenues under the XenoTech
      agreement based on the minimum royalty amount for each period because it had
      received a prepayment of a substantial portion of the amount due. XenoTech
      was
      required to pay a $2.1 million minimum royalty amount for the current fiscal
      year as a condition of its exclusivity. Since collection of the contractual
      amount was no longer reasonably assured and, in accordance with SEC Staff
      Accounting Bulletin Topic 13, commencing December 1, 2004, the Company began
      recognizing revenues under the XenoTech agreement based on the agreement’s
      royalty percentage applied to XenoTech’s actual sales for the period instead of
      the minimum royalty amount. On February 1, 2006, the Company terminated the
      agreement with XenoTech due to the failure of XenoTech, with due notice, to
      cure
      various breaches within the time allotted by the agreement, including the
      payment of minimum royalties to maintain exclusivity. As a result of this
      termination and the Company’s recognition of the initial non-refundable payment
      of $800,000 over the 7-year term of the agreement, the Company recognized income
      for the remaining amount of deferred income of $533,334 in fiscal year ended
      November 30, 2006.


24




We
      have
      operated and will continue to operate by minimizing 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 kept low.
      Additionally, a number of 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.




We
      intend
      to add scientific and support personnel gradually. 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. Of course
      as
      revenues increase, administrative personnel will be necessary to meet the added
      workload. Other expenses, such as sales and customer service, will increase
      commensurate with increased revenues. The Company’s current research and
      development efforts focus on development of future products and redesign of
      existing products. Due to the ongoing nature of this research, we are unable
      to
      ascertain with certainty the total estimated completion dates and 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 the Company’s market position. Company
      sponsored research and development costs related to future products and redesign
      of present products are expensed as incurred. For the years ended November
      30,
      2007 and 2006, research and development costs were $757,866 and $2,252,250,
      respectively. Research and development costs include such costs as salaries,
      employee benefits, and compensation cost for options issued to the Scientific
      Advisory Board, supplies and license fees.




**The
      Application of Critical Accounting Policies**




Use
      of
      Estimates – The preparation of financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      revenues and expenses during the reporting period. Actual results could differ
      from those estimates.




Research
      and Development – Company sponsored research and development costs related to
      future products and redesign of present products are expensed as incurred.
      Such
      costs are offset partly by proceeds from research grants.




License
      Agreements – Costs incurred to obtain license agreements for which income can be
      projected are capitalized. The Company amortizes these costs on a straight-line
      basis over the term of the respective license agreement. Amortization totaled
      $0
      and $17,652 for each of the years ended November 30, 2007 and 2006. License
      agreements for which no income can be projected are expensed in the year
      incurred.




Revenue
      Recognition – The Company’s revenues have been generated primarily from
      contractual research activities and royalties on the license for the sale of
      cells through its sale and distribution agreement with XenoTech, LLC
      (“XenoTech”). Management believes such sources of revenue will be part of the
      Company’s ongoing operations. The Company applies the guidance provided by SEC
      Staff Accounting Bulletin Topic 13, “Revenue Recognition” (“Topic 13”). Under
      the provisions of Topic 13, the Company recognizes revenue from commercial
      and
      government research agreements as services are performed, provided a contractual
      arrangement exists, the contract price is fixed or determinable and the
      collection of the contractual amounts is reasonably assured. In situations
      where
      the Company receives payment in advance of the performance of services, such
      amounts are deferred and recognized as revenue as the related services are
      performed. Deferred revenues associated with services expected to be performed
      within the 12 – month period subsequent to the balance sheet date are classified
      as a current liability. Deferred revenues associated with services expected
      to
      be performed at a later date are classified as non-current liabilities.




Prior
      to
      December 1, 2004, the Company had recognized revenues under the XenoTech
      agreement based on the minimum royalty amount for each period because it had
      received a prepayment of a substantial portion of the amount due. XenoTech
      was
      required to pay a $2.1 million minimum royalty amount for the current fiscal
      year as a condition of its exclusivity. Since collection of the contractual
      amount was no longer reasonably assured and, in accordance with SEC Staff
      Accounting Bulletin Topic 13, commencing December 1, 2004, the Company began
      recognizing revenues under the XenoTech agreement based on the agreement’s
      royalty percentage applied to XenoTech’s actual sales for the period instead of
      the minimum royalty amount. On February 1, 2006, the Company terminated the
      agreement with XenoTech due to the failure of XenoTech, with due notice, to
      cure
      various breaches within the time allotted by the agreement, including the
      payment of minimum royalties to maintain exclusivity. As a result of the
      termination the Company recognized the remaining deferred income of $533,334
      in
      the fiscal year November 30, 2006.


25




Stock-Based
      Compensation – In December 2004, the Financial Accounting Standards Board
      (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No.123
      (revised 2004), “Share-Based Payment” (“SFAS 123R”), which revises SFAS No. 123
“Accounting for Stock-Based Compensation”, (“SFAS 123”) and supersedes
      Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued
      to Employees”, (“APB 25”), which provided for the use of the intrinsic value
      method of accounting for employee stock options. SFAS 123R requires all
      share-based payments to employees, including grants of employee stock options,
      to be recognized in the financial statements based on their fair values
      beginning with the first quarter of the first annual reporting period that
      begins after December 15, 2005. Under SFAS 123R, the use of the intrinsic value
      method and the pro forma disclosures previously permitted under SFAS 123 are
      no
      longer an alternative to financial statement recognition.




The
      Company has adopted the provisions of SFAS 123R effective December 1, 2005
      and
      has selected the Black-Scholes method of valuation for share-based compensation.
      The Company has adopted the modified prospective transition method which does
      not require restatement of prior periods. Instead, it requires that compensation
      cost be recorded as earned for all unvested stock options outstanding at the
      beginning of the first quarter of adoption of SFAS 123R. The charge is being
      recognized in research and development and selling, general and administrative
      expenses over the remaining service period after the adoption date based upon
      the original estimate of fair value of the options as of the grant
      date




Long-Lived
      Assets – Long-lived assets that do not have indefinite lives, such as property
      and equipment and license agreements, are reviewed for impairment whenever
      events or changes in circumstances indicate that the carrying amount of an
      asset
      may not be recoverable. Impairment losses are recognized when events or changes
      in circumstances indicate that the undiscounted cash flows estimated to be
      generated by such assets are less than their carrying value and, accordingly,
      all or a portion of such carrying value may not be recoverable. Impairment
      losses for assets to be held and used are then measured based on the excess,
      if
      any, of the carrying amounts of the assets over their fair values. Long-lived
      assets to be disposed of in a manner that meets certain criteria are stated
      at
      the lower of their carrying amounts or fair values less costs to sell and are
      no
      longer depreciated.




***RECENT
      ACCOUNTING PRONOUNCEMENTS***





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
      July
      2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for
      Uncertainty in Income Taxes”. FIN 48 provides detailed guidance for the
      financial statement recognition, measurement and disclosure of uncertain tax
      positions recognized in an enterprise’s financial statements in accordance with
      FASB Statement No. 109, “Accounting for Income Taxes”. Tax positions must meet a
      more-likely-than-not recognition threshold at the effective date to be
      recognized upon the adoption of FIN 48 and in subsequent periods. FIN 48 will
      be
      effective for fiscal years beginning after December 15, 2006 and the provisions
      of FIN 48 will be applied to all tax positions upon initial adoption of the
      Interpretation. The cumulative effect of applying the provisions of this
      Interpretation will be reported as an adjustment to the opening balance of
      retained earnings for that fiscal year. The adoption of FIN 48 is not expected
      to have a material impact on the Company’s financial statements.




In
      September 2006, the Financial Accounting Standards Board (FASB) issued
      SFAS No. 157, Fair
      Value Measurements, which defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles and expands
      disclosures about fair value measurements. SFAS No. 157 is effective for
      fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. 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 does not expect the adoption of SFAS No. 157 to have a material
      impact on our consolidated financial statements.


26





In
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities. SFAS No. 159 permits companies
      to choose to measure many financial instruments and certain other items at
      fair
      value. SFAS No. 159 is effective for financial statements issued for fiscal
      years beginning after November 15, 2007. The Company does not expect the
      adoption of SFAS No. 159 to have a material impact on our consolidated financial
      statements.





In
      December 2007, the FASB issued SFAS No. 141(R), Business Combinations, and
      SFAS No. 160, Noncontrolling Interests in Consolidated Financial
      Statements. SFAS No. 141(R) requires an acquirer to measure the
      identifiable assets acquired, the liabilities assumed and any non-controlling
      interest in the acquiree at their fair values on the acquisition date, with
      goodwill being the excess value over the net identifiable assets acquired.
      SFAS
      No. 160 clarifies that a non-controlling interest in a subsidiary should be
      reported as equity in the consolidated financial statements, consolidated net
      income shall be adjusted to include the net income attributed to the
      non-controlling interest and consolidated comprehensive income shall be adjusted
      to include the comprehensive income attributed to the non-controlling interest.
      The calculation of earnings per share will continue to be based on income
      amounts attributable to the parent. SFAS No. 141(R) and SFAS
      No. 160 are effective for financial statements issued for fiscal years
      beginning after December 15, 2008. Early adoption is prohibited. Upon
      adoption of SFAS No. 141(R) or SFAS No. 160, the Company will be
      required to reclassify the minority interest reflected on the accompanying
      balance sheet to equity.




**Results
      of Operations**




The
      following discussion is included to describe our consolidated financial position
      and results of operations. The consolidated financial statements and notes
      thereto contain detailed information that should be referred to in conjunction
      with this discussion.




Year
      Ended November 30, 2007 compared to Year Ended November 30, 2006





*Revenue.* Total
      revenue for the year ended November 30, 2007 was $251,797, as compared to
      revenue of $679,881 for the same period in the prior fiscal year, a decrease
      of
      $428,084. The decrease resulted from the termination of the Company’s agreement
      with XenoTech. The Company recognized the remaining amount of deferred income
      associated with the XenoTech agreement, which amounted to $533,333 in the year
      ended November 30, 2006, partially offsetting this decrease was $95,260 in
      license revenues recognized during the year ended November 30,
      2007.





*Operating
      Expenses.* Total
      operating expenses for the year ended November 30, 2007 were $3,389,894,
      representing a decrease of $3,319,366 as compared to the prior fiscal year.
      This
      decrease results primarily from the fact that therapeutic products in-licensing
      and related expenses of approximately $1,250,000 were recorded during the year
      ended November 30, 2006 that were not incurred during the corresponding period
      during 2007. Other cost reductions related to research included lower salaries,
      lower consulting fees and other operating expenses. Further, the decrease in
      selling, general and administrative expenses was achieved by reducing
      administrative and marketing salaries and expenses.





*Other
      income/(expense).* Losses
      on the sale of marketable securities for the year ended November 30, 2006 were
      $24,712. There were no losses on the sale of marketable securities in the fiscal
      year as the Company had no marketable securities this year. Also in the year
      ended November 30, 2007, the Company had a decrease of $602,159 in minority
      interest in net loss of the subsidiary since the Company is not able to reduce
      the minority interest below $0. Interest expense amounted to $86,014
      representing an increase of $81,095. The increase is attributable primarily
      to
      the amortization of the discount on the convertible debentures in the amount
      of
      $11,059 and the amortization of the beneficial conversion feature of the
      convertible debentures in the amount of $63,446.




*Net
      Loss.* Net loss
      for the year ended November 30, 2007 was $3,172,638, as compared to a net loss
      of $5,418,252 for the same period in the prior fiscal year, representing a
      decrease in the net loss of $2,245,614 (414%). The primary reasons for the
      decrease are (1) Therapeutic products in licensing and related expenses of
      approximately $1,250,000 were recorded during the year ended November 30, 2006,
      (2) Cost reductions related to research which included lower salaries,
      consulting fees and other operating expenses, (3) A reduction in selling,
      general and administrative costs by reducing administrative and marketing
      salaries and expenses. Also, in the year ended November 30, 2006, the Company
      recognized in income the remaining amount of deferred income associated with
      the
      XenoTech agreement which amounted to $533,334.




*Non-cash
      deemed dividend related to beneficial conversion feature of Series B preferred
      stock.* In
      connection with the issuance of the Series B preferred stock and warrants,
      the
      Company recorded $1,700,000 related to the beneficial conversion feature on
      the
      Series B preferred stock and fair value of the warrants as a deemed dividend.
      This deemed dividend increased the carrying value of the preferred stock. A
      beneficial conversion feature is present because the effective conversion price
      of the Series B preferred stock was less than the fair value of the common
      stock
      on the date of issuance. The beneficial conversion feature on the issuance
      of
      the Series B preferred stock was calculated as $1,244,076. However, because
      the
      combined value of the beneficial conversion feature plus the value of the
      warrants issued to the Series B preferred holders as calculated using the
      Black-Scholes pricing model exceeded the carrying value of the net proceeds
      received in the private placement, the deemed dividend recorded was limited
      to
      $1,700,000. The deemed dividend increased the loss applicable to common
      stockholders in the calculation of basic loss per common share.


27




*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. For
      the
      years ended November 30, 2007 and 2006, the Company paid and/or accrued
      preferred dividends in the amount of $151,548 and $60,053.




**Liquidity
      and Capital Resources**




Since
      our
      inception, we have financed our operations primarily through the issuance of
      debt or equity instruments. The following is a summary of our key liquidity
      measures at November
      30, 2007 and
      November 30, 2006:





**November 30, 2007**
            
            **November 30, 2006**Cash
                and cash equivalents
            
            $
            411,691
            
            $
            77,611Current
                assets
            
            $
            502,704
            
            $
            138,037Current
                liabilities
            
            
            (1,724,869
            )
            
            (1,163,480
            )Working
                capital deficiency
            
            $
            (1,222,165
            )
            $
            (1,025,443
            )





The
      Company will have to raise additional capital in order to initiate Phase IIb
      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. 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, we may have to prioritize our therapeutic programs and delays may be
      necessary in some of our development programs. We are investigating the sale or license of the rest of the assets
      that we did not already license to Corning in October 2007.





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 year ended November 30, 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 retained 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
      was declared effective by the SEC, the Company paid 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. During
      the fiscal year ended November 30, 2007 the Company paid $73,800 and redeemed
      738 shares of the Series B preferred stock. 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.




28


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 La Jolla
      Capital Investors (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 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”).





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. 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.





The
      Debentures will be 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. 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 are due on the maturity date of February 28, 2008.
      Interest and principal payments on the Second Debenture are due on the maturity
      date of February 28, 2012. For the Initial Debentures, 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.




29


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.





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. As of February 26, 2008, LJCI had sold
      all of the common shares pledged as collateral and received approximately
      $203,000 in gross proceeds. Consequently, a balance of approximately $47,000
      remains outstanding and is owed to LJCI as a result of the Company’s initial
      drawn-down of $250,000 under the terms of the Debenture Purchase Agreement.
      LJCI
      has notified the Company that it intends to convert the remaining approximate
      $47,000 balance into shares of the Company’s common stock subject to the terms
      set forth in the Debenture Purchase Agreement.





Cash
      provided by (used in) operating, investing and financing activities for the
      years ended November 30, 2007 and November 30, 2006 is as follows:





November 30, 2007
            
            November 30, 2006Operating
                activities
            
            $
            (420,896
            )
            $
            (4,430,461
            )Investing
                activities
            
            
            29,485
            
            
            1,091,940Financing
                activities
            
            
            725,491
            
            
            1,900,657Net
                increase (decrease) in cash and cash equivalents
            
            $
            334,080
            
            $
            (1,437,864
            )





*Operating
      Activities*





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 ($1,386,845
      in 2007 and $1,082,123 in 2006). Other non-cash charges included in our net
      loss
      include depreciation and amortization ($113,815 in 2007 and $127,316 in 2006)
      and non-cash charges related to minority interest in loss of subsidiary ($14,248
      in 2007 and $616,407 in 2006) and beneficial conversion feature and discount
      of
      convertible debentures which amounted to $74,505 in the year ended November
      30,
      2007. Changes in operating assets and liabilities increased the cash used in
      operations in 2007 $1,193,879 and in 2006 $587,752. These amounts related
      primarily to an increase in accounts payable and accrued expenses. Another
      significant difference between our net loss and our cash used in operating
      activities is due to the recognition of the consideration for the license
      granted to Corning over a 17 year period. The Company received $750,000 but
      only
      recognized $7,353 in income for the year ended November 30, 2007.





*Investing
      Activities*





Net
      cash
      provided by investing activities in 2006 was related to the sale of marketable
      securities to fund the operations of the Company and amounted to $1,113,188.
      Net
      cash provided by investing activities in 2007 was related to the sale of
      equipment and amounted to $29,485.





*Financing
      Activities*





Net
      cash
      provided by financing activities for the year ended November 30, 2007 and
      November 30, 2006 are related primarily to issuance of common stock in
      conjunction with the equity line and sale of warrants and convertible
      debentures. In 2007, the Company also received proceeds from 6.5% demand notes
      issued to a stockholder in the amount of $30,000.





Through
      November 30, 2007, 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.




30




**Research
      Agreements**




On
      June
      22, 2006, The National Institutes of Health awarded a grant in the amount of
      $210,000 to treat Type 1 Diabetes. During the year ended November 30, 2007
      and
      2006, the Company received $99,960 and $74,699, respectively under this grant
      and has accounted for this as an offset to research and development expenses
      for
      the year.





**Item
      7** **.
      FINANCIAL STATEMENTS**





The
      full
      text of the Company's audited consolidated financial statements for the fiscal
      years ended November 30, 2007 and 2006 begins on page F-1 of this Annual Report.





**Item
      8.** **CHANGES
      AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND****FINANCIAL DISCLOSURE**





None.





**Item
      8A. CONTROLS AND PROCEDURES**





As
      of
      November 30, 2007, 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 Chief Executive
      Officer and Chief Financial Officer. Based on that evaluation, our management,
      including the Chief Executive Officer and Chief Financial Officer, concluded
      that our disclosure controls and procedures, subject to limitations as noted
      below were effective at November 30, 2007, and during the year prior to the
      filing of this report.





*Evaluation
      of Disclosure Controls and Procedures*




We
      maintain disclosure controls and procedures that are designed to ensure that
      the
      information required to be disclosed in the reports we file or submit under
      the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and 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 the Chief Executive Officer and the Chief Financial Officer
      (“Certifying Officers”), to allow timely decisions regarding required financial
      disclosures.





*Material
      Weakness in Internal Control Over Financial Reporting*




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting as defined in Exchange Act Rule 13a-15(f).
      Our
      internal control over financial reporting is a process designed to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance with
      generally accepted accounting principles. Because of its inherent limitations,
      internal control over financial reporting may not prevent or detect
      misstatements.




Our
      financial statement closing process did not identify all the journal entries
      that needed to be recorded as part of the closing process for certain complex
      and non-routine transactions. As part of the audit, our independent registered
      public accounting firm proposed certain entries that should have been recorded
      as part of the normal closing process. Our internal control over financial
      reporting did not detect such matters and, therefore, was not effective in
      detecting misstatements in the financial statements.





*Changes
      in Internal Control Over Financial Reporting*




The
      Audit
      Committee of our Board of Directors conducted an investigation of the accounting
      functions. As a result of this investigation, under the direction of our Audit
      Committee, management developed and implemented additional measures designed
      to
      ensure that information required to be disclosed in our periodic reports is
      recorded, processed, summarized and reported accurately. These measures include:
      consolidation of all record keeping and accounting in the Rhode Island offices
      and improved oversight by the Chief Executive Officer and President and the
      Chief Financial Officer.




31


We
      believe that, with the additional measures adopted by the Company since January
      2007, 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). However, because of
      the inherent limitations in all control systems, no evaluation of controls
      can
      provide absolute assurance that all control issues, if any, within the Company
      have been detected. These inherent limitations include the realities that
      judgments in decision-making can be faulty, and that breakdowns can occur
      because of simple errors or mistakes.




**Item
      8B CHANGE OF AUDITORS**





On
      January 15, 2008, MultiCell Technologies, Inc. ("MultiCell") dismissed J.H.
      Cohn
      LLP ("Cohn") as MultiCell's independent registered public accounting firm.
      The
      decision to dismiss Cohn was approved by the Audit Committee of the Board of
      Directors of MultiCell. The reports of Cohn on the financial statements of
      MultiCell for the years ended November 30, 2006 and 2005 contained no adverse
      opinion or disclaimer of opinion and were not qualified or modified as to
      uncertainty, audit scope or accounting principle, but did include explanatory
      paragraphs for the effects of a restatement of the financial statements for
      the
      year ended November 30, 2004, the adoption of Statement of Financial Accounting
      Standards No. 123(R), "Share-Based Payment" in 2006, and the Company's ability
      to continue as a going concern.





During
      the years ended November 30, 2006 and 2005 and through January 15, 2008, there
      have been no disagreements with Cohn on any matter of accounting principles
      or
      practices, financial statement disclosure, or auditing scope or procedure,
      which
      disagreements, if not resolved to the satisfaction of Cohn, would have caused
      Cohn to make reference thereto in its reports on the financial statements of
      MultiCell for such years. As previously reported in MultiCell's Annual Report
      on
      Form 10-KSB filed on March 3, 2006, MultiCell and Cohn identified errors in
      connection with the Company’s accounting for stock options and warrants issued
      to consultants and scientific advisory board members during fiscal years 2004
      and 2005, which led to the conclusion that MultiCell did not maintain effective
      internal controls over accounting for stock options and warrants as of November
      30, 2005. As reported in MultiCell's Annual Report on Form 10-KSB filed on
      March
      15, 2007, Cohn noted several deficiencies related to the presentation of the
      basic financial statements and the accompanying notes to the financial
      statements and proposed certain entries that should have been recorded as part
      of the normal closing process. MultiCell's internal control over financial
      reporting did not detect such matters and, therefore, was determined to be
      not
      effective in detecting misstatements and disclosure deficiencies as of November
      30, 2006.




MultiCell
      had furnished a copy of the above disclosures to Cohn and had requested that
      Cohn furnish MultiCell with a letter addressed to the Securities and Exchange
      Commission stating whether or not it agrees with the above disclosures. A copy
      of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.
      On January 15, 2008, MultiCell engaged Hansen, Barnett and Maxwell, P.C.
      ("Hansen") as its new independent registered public accounting firm to audit
      MultiCell’s financial statements for the year ending November 30, 2007 and to
      review the financial statements to be included in MultiCell's quarterly report
      on Form 10-QSB for the quarters ending February 29, 2008, May 31, 2008 and
      August 30, 2008. Prior to the engagement of Hansen, neither MultiCell nor anyone
      on behalf of MultiCell consulted with Hansen during MultiCell's two most recent
      fiscal years and through January 15, 2008 in any manner regarding either: (A)
      the application of accounting principles to a specified transaction, either
      completed or proposed, or the type of audit opinion that might be rendered
      on
      MultiCell's financial statements; or (B) any matter that was the subject of
      either a disagreement or a reportable event (as defined in Item 304(a)(1)(iv)
      of
      Regulation S-B).




32


**PART
      III**


**Item
        9.**  **DIRECTORS,
        EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT**
  **The
        Directors and Executive Officers of the Company**
  Our
        executive officers, key employees and directors are described below. There
        are
        no family relationships among our executives.
  **Name**
              
              **Age**
              
              **Position**
              
              **Date
                  elected(1)**W. Gerald
                  Newmin
              
              70
              
              Chairman,
                  Chief Executive Officer, Chief Financial Officer, Secretary and
                  Director
              
              December 1, 1995(3)Stephen
                  Chang
              
              51
              
              Chief
                  Executive Officer, President and Director
              
              June 16,
                  2004(2)Edward
                  Sigmond
              
              46
              
              Director
              
              May 17,
                  2000Thomas A.
                  Page
              
              73
              
              Director
              
              September 11, 2003Anthony E.
                  Altig
              
              49
              
              Director
              
              September 15,
                  2005Ronald
                  A. Faris
              
              55
              
              Senior
                  Vice President, Chief Science Officer
              
              January
                  27, 2004(4)
  (1)
              Each
                  director serves until the next annual meeting of stockholders.
 (2)
              Resigned
                  as President and Chief Executive Officer on December 21, 2007.
 (3)
              Elected
                  as Chief Executive Officer on December 21, 2007.(4)
              Resigned
                  as Senior Vice President, Chief Science Officer on April 28,
                  2007.
 
 **W.**  **Gerald
        “Jerry” Newmin** joined
        the Company in June 1995. He currently serves as the Chairman, Chief Executive
        Officer, President, Chief Financial Officer and Secretary. Mr. Newmin served
        as
        Chief Executive Officer of the Company from June 1995 to May 2006, and was
        elected to serve again as Chief Executive Officer on December 21, 2007. Mr.
        Newmin is Chairman, Chief Executive Officer, Secretary and a director of
        Xenogenics, a partially-owned subsidiary, Chairman, Chief Executive Officer,
        Secretary and director of MCT Rhode Island Corp, a wholly-owned subsidiary
        of
        the Company and Chief Executive Officer, Secretary and a director of MCTI,
        a
        partially-owned subsidiary of the Company. He has managed NYSE and American
        Stock Exchange Fortune 500 companies. He has been President of HealthAmerica
        Corporation, then the nation’s largest publicly held HMO management company. He
        was Chief Executive Officer and President of The International Silver Company,
        a
        diversified multi-national manufacturing company that he restructured. He
        was
        Chief Operating Officer of numerous Whittaker Corporation operating units,
        including Production Steel Company, Whittaker Textiles, Bertram Yacht, Trojan
        Yacht, Columbia Yacht, Narmco Materials and Anson Automotive. He was
        instrumental in Whittaker’s entry into the US and international health care
        markets. He was Western Regional Vice President of American Medicorp, Inc,
        where
        he managed 23 acute care hospitals in the Western United States. He retired
        as
        Chairman and Chief Executive Officer of SYS Technologies, Inc., a high-growth
        defense technology company in 2003.  Mr. Newmin has a Bachelor’s degree in Accounting from Michigan State
        University.
  **Stephen
        Chang, Ph.D.** has
        served as a director of the Company since June 2004, became President of
        the
        Company in February 2005, and became Chief Executive Officer in May 2006
        Dr.
        Chang resigned as Chief Executive Officer and President on December 21, 2007.
        Dr. Chang serves as President of MultiCell Immunotherapeutics, Inc., a
        subsidiary of the Company. Dr. Chang is President of CURES, a coalition of
        patient advocates, biotechnology companies, pharmaceutical companies and
        venture
        capitalists dedicated to ensuring the safety, research and development of
        innovative life saving medications. Dr. Chang is on the board of BIOCOM,
        San
        Diego’s premier life sciences organization. Dr. Chang was chief science officer
        and vice president of Canji Inc./Schering Plough Research Institute in San
        Diego
        from 1998 to 2004. Dr. Chang earned his doctoral degree in Biological Chemistry,
        Molecular Biology and Biochemistry from the University of California, Irvine.
        Prior to that he received a bachelor of science in Zoology, Microbiology,
        and
        Cell and Molecular Biology from the University of Michigan and a USPHS
        Postdoctoral Fellowship at the Baylor College of Medicine.
  33
 **Edward
        Sigmond** has
        served as a director of the Company since May 2000. He has been in sales,
        marketing and operations management for the past 20 years. Mr. Sigmond has
        served as president of Kestrel Holdings, Inc., a holding company, since its
        inception in 1997. Mr. Sigmond served as president of Kestrel Development,
        a
        Texas based real estate development company, from 1993 to 1998 when it was
        dissolved. He studied Marketing and Chemistry at Duquesne University.
  **Thomas
        A. Page** has
        served as a director of the Company since September 2003. Mr. Page is Director
        Emeritus and former Chairman of the Board and CEO of Enova Corporation and
        San
        Diego Gas and Electric Company (now part of Sempra Energy). Prior to the
        formation of Sempra Energy Corporation as a holding company in 1996, Mr.
        Page
        was SDG&E’s chairman, president and CEO. Mr. Page held one or more of these
        positions until his retirement in 1998. Mr. Page joined SDG&E in 1978 as
        executive vice president and COO. In 1981, he was elected president and CEO
        and
        added the chairmanship in 1983. Mr. Page has been active in numerous industrial,
        community and governmental associations and has funded medical research.
        He is a
        director of the San Diego Regional Economic Development Corporation, Community
        National Bank, Sys Technologies and is an advisory director of Sorrento
        Ventures. Mr. Page earned a Bachelor of Science degree in civil engineering,
        a
        masters in industrial administration and was awarded a doctorate in management,
        all from Purdue University. He has been licensed as an engineer and as a
        certified public accountant (CPA). Mr. Page also serves on the University
        of
        California Presidents Council on the National Laboratories.
  **Anthony
        E. Altig** has
        served as a director of the Company since September 2005. Mr. Altig serves
        as
        the Chair of the Audit Committee of the Company. Mr. Altig has extensive
        experience in financial management, strategic planning and financial reporting
        primarily with biotechnology and other technology companies. Since 2004 Mr.
        Altig has been the Chief Financial Officer of Diversa Corporation a leader
        in
        providing proprietary genomic technologies for the rapid discovery and
        optimization of novel protein based products. From 2002 through 2004 Mr.
        Altig
        served as the Chief Financial Officer of Maxim Pharmaceuticals, a public
        biopharmaceutical company. Prior to Maxim, Mr. Altig served as the Chief
        Financial Officer of NBC Internet, Inc., a leading Internet portal company,
        which was acquired by General Electric. Mr. Altig’s additional experience
        includes his role as the Chief Accounting Officer at USWeb Corporation, as
        well
        as his experience serving biotechnology and other technology companies during
        his tenure at both PricewaterhouseCoopers and KPMG. Mr. Altig is a certified
        public accountant and is a graduate of the University of Hawaii.
 
 **CORPORATE
        GOVERNANCE**
 
 **General**
 
 We
        believe that good corporate governance is important to ensure that the Company
        is managed for the long-term benefit of our stockholders. This section describes
        key corporate governance practices that we have adopted.
 
 **Board
        of Directors Meetings and Attendance**
 
 The
        Board
        of Directors has responsibility for establishing broad corporate policies
        and
        reviewing our overall performance rather than day-to-day operations. The
        primary
        responsibility of our Board of Directors is to oversee the management of
        our
        company and, in doing so, serve the best interests of the company and our
        stockholders. The Board of Directors selects, evaluates and provides for
        the
        succession of executive officers and, subject to stockholder election,
        directors. It reviews and approves corporate objectives and strategies, and
        evaluates significant policies and proposed major commitments of corporate
        resources. Our Board of Directors also participates in decisions that have
        a
        potential major economic impact on our company. Management keeps the directors
        informed of company activity through regular communication, including written
        reports and presentations at Board of Directors and committee meetings.
 
 34
 We
        have
        no formal policy regarding director attendance at the annual meeting of
        stockholders. The Board of Directors held seven meetings in 2007, three of
        which
        were telephonic. All five board members were present, either by person or
        on the
        telephone in the case of the telephonic meetings, at all five meetings except
        for Mr. Altig who missed one meeting.
 
 **Board
        Committees**
 
 Our
        Board
        of Directors has established an Audit Committee and a Nominating, Corporate
        Governance and Compensation Committee. The members of each committee are
        appointed by our Board of Directors, upon recommendation of the Nominating
        Committee, and serve one-year terms. Each of these committees operates under
        a
        charter that has been approved by the Board of Directors. The charter for
        each
        committee is available on our website. The Audit Committee met eight times
        during 2007. The Nominating, Corporate Governance and Compensation Committee
        met
        four times during 2007.
 
 **Audit
        Committee**
  Audit
        Committee of the Board of Directors oversees the Company’s corporate accounting
        and financial reporting process. For this purpose, the Audit Committee performs
        several functions. The Audit Committee evaluates the performance of and assesses
        the qualifications of the independent registered public accounting firm;
        determines and approves the engagement of the independent registered public
        accounting firm; determines whether to retain or terminate the existing
        independent registered public accounting firm or to appoint and engage new
        independent registered public accounting firm; reviews and approves the
        retention of the independent registered public accounting firm to perform
        any
        proposed permissible non-audit services; monitors the rotation of partners
        of
        the independent registered public accounting firm on the Company’s audit
        engagement team as required by law; confers with management and the independent
        registered public accounting firm regarding the effectiveness of internal
        controls over financial reporting; establishes procedures, as required under
        applicable law, for the receipt, retention and treatment of complaints received
        by the Company regarding accounting, internal accounting controls or auditing
        matters and the confidential and anonymous submission by employees of concerns
        regarding questionable accounting or auditing matters; reviews the financial
        statements to be included in the Company’s Annual Report on Form 10-KSB; and
        discusses with management and the independent registered public accounting
        firm
        the results of the annual audit and the results of the Company’s quarterly
        financial statements. Three directors comprise the Audit Committee: Anthony
        Altig (Chairman), Edward Sigmond and Tom Page.
  The
        Board
        of Directors annually reviews the NASDAQ listing standards definition of
        independence for Audit Committee members and has determined that all members
        of
        the Company’s Audit Committee are independent (as independence is currently
        defined in Rule 10A-3 of the Exchange Act of 1934). **** The
        Board
        of Directors has determined that Anthony Altig and Thomas A. Page qualify
        as
“audit committee financial experts”, as defined in applicable SEC rules. The
        Board made a qualitative assessment of Anthony Altig’s and Thomas A. Page’s
        level of knowledge and experience based on a number of factors, including
        their
        formal education and experience as financial experts and their prior experience
        as certified public accountants. The Audit Committee met eight times during
        the
        fiscal year ended November 30, 2007.
 
 **Nominating,
        Corporate Governance and Compensation Committee**
  The
        Nominating, Corporate Governance and Compensation Committee provides assistance
        to the corporate directors in fulfilling their responsibility to the
        shareholders, potential shareholders, and investment community to ensure
        that
        the company's officers, key executives, and board members are compensated
        in
        accordance with the company's total compensation objectives and executive
        compensation policy. The committee advises, recommends, and approves
        compensation policies, strategies, and pay levels necessary to support
        organizational objectives. The committee maintains free and open means of
        communication between the board of directors and the chief executive officer
        of
        the corporation.
 
 35
 The
        Nominating, Corporate Governance and Compensation Committee responsibilities
        include:
 
 ·
            Assisting
                the organization in defining an executive total compensation policy
                that
                (1) supports the organization's overall business strategy and objectives,
                (2) attracts and retains key executives, (3) links total compensation
                with
                business objectives and organizational performance in good and bad
                times,
                and (4) provides competitive total compensation opportunities at
                a
                reasonable cost while enhancing shareholder value
                creation. 
 ·
            Acts
                on behalf of the board of directors in setting executive compensation
                policy, administering compensation plans approved by the board of
                directors and shareholders, and making decisions or developing
                recommendations for the board of directors with respect to the
                compensation of key company executives. 
 ·
            Reviews
                and recommends to the full board of directors for approval the annual
                base
                salary levels, annual incentive opportunity levels, long-term incentive
                opportunity levels, executive prerequisites, employment agreements
                (if and
                when appropriate), change in control provisions/agreements (if and
                when
                appropriate), benefits, and supplemental benefits of the chief executive
                officer. 
 ·
            Evaluates
                annually chief executive officer and other key executives' compensation
                levels and payouts against (1) pre-established performance goals
                and
                objectives, and (2) an appropriate peer
                group. 
 ·
            Keeps
                abreast of current developments in executive compensation outside
                the
                company. 
 ·
            Meets
                regularly and/or as needed to consider the nomination and screening
                of
                board member candidates, evaluate the performance of the board and
                its
                members, as well as termination of membership of board members in
                accordance with corporate policy, conflicts of interest, for cause
                or
                other appropriate reasons. 
 ·
            Submits
                the minutes of all meetings of the Committee to, or discuss the matters
                discussed at each committee meeting with, the board of
                directors. 
 ·
            Administers
                the stock incentive plans.  The
        members of the Nominating, Corporate Governance and Committee are Ed Sigmond,
        Chairman, Tony Altig and Tom Page. The
        Committee met four times during the fiscal year ended November 30, 2007.
 
 **Director
        Candidates**
 
 The
        process followed by the Nominating, Corporate Governance and Compensation
        Committee to identify and evaluate director candidates includes requests
        to
        board members and others for recommendations, meetings from time to time
        to
        evaluate biographical information and background material relating to potential
        candidates and interviews of selected candidates by members of the Nominating,
        Corporate Governance and Compensation Committee and the Board.
 
 In
        considering whether to recommend any particular candidate for inclusion in
        the
        Board's slate of recommended director nominees, the Nominating Committee
        applies
        certain criteria, including:
 
 •the
        candidate's honesty, integrity and commitment to high ethical standards,
 
 •demonstrated
        financial and business expertise and experience,
 
 •understanding
        of our company, its business and its industry,
 
 •actual
        or potential conflicts of interest, and
  •the
        ability to act in the interests of all
        stockholders.
 
 36
 The
        Nominating, Corporate Governance and Compensation Committee does not assign
        specific weights to particular criteria and no particular criterion is a
        prerequisite for each prospective nominee. We believe that the backgrounds
        and
        qualifications of our directors, considered as a group, should provide a
        significant breadth of experience, knowledge and abilities that will allow
        our
        Board to fulfill its responsibilities.
 
 The
        Nominating, Corporate Governance and Compensation Committee will consider
        director candidates recommended by stockholders or groups of stockholders
        who
        have owned more than 5% of our common stock for at least a year as of the
        date
        the recommendation is made. Stockholders may recommend individuals to the
        Nominating, Corporate Governance and Compensation Committee for consideration
        as
        potential director candidates by submitting their names, together with
        appropriate biographical information and background materials and a statement
        as
        to whether the stockholder or group of stockholders making the recommendation
        has beneficially owned more than 5% of our common stock for at least a year
        as
        of the date such recommendation is made, to the Nominating, Corporate Governance
        and Compensation Committee, c/o Corporate Secretary, MultiCell Technology,
        Inc.,
        86 Cumberland Street, Suite301, Woonsocket, Rhode Island 02895. Assuming
        that
        appropriate biographical and background material have been provided on a
        timely
        basis, the Committee will evaluate stockholder-recommended candidates by
        following substantially the same process, and applying substantially the
        same
        criteria, as it follows for candidates submitted by others.
 
 **Communicating
        with the Directors**
 
 The
        Board
        will give appropriate attention to written communications that are submitted
        by
        stockholders, and will respond if and as appropriate. The chair of the Audit
        Committee is primarily responsible for monitoring communications from
        stockholders and for providing copies or summaries to the other directors
        as he
        considers appropriate.
 
 Communications
        are forwarded to all directors if they relate to important substantive matters
        and include suggestions or comments that the chair of the Audit Committee
        considers to be important for the directors to know. In general, communications
        relating to corporate governance and corporate strategy are more likely to
        be
        forwarded than communications relating to ordinary business affairs, personal
        grievances and matters as to which we tend to receive repetitive or duplicative
        communications.
 
 Stockholders
        who wish to send communications on any topic to the Board should address
        such
        communications to the Board of Directors, c/o Corporate Secretary, MultiCell
        Technologies, Inc., 68 Cumberland Street, Suite 301, Woonsocket, RI 02895.
        You
        should indicate on your correspondence that you are a MultiCell Technologies,
        Inc. stockholder.
 
 Anyone
        may express concerns regarding questionable accounting or auditing matters
        or
        complaints regarding accounting, internal accounting controls or auditing
        matters to the Audit Committee by calling (401) 762-0045. Messages to the
        Audit
        Committee will be received by the chair of the Audit Committee and our Corporate
        Secretary. You may report your concern anonymously or confidentially.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Section
        16(a) of the Exchange Act requires the Company's directors, executive officers
        and persons who own more than 10% of the Company's stock (collectively,
        "Reporting Persons") to file with the SEC initial reports of ownership and
        changes in ownership of the Company's common stock. Reporting Persons are
        required by SEC regulations to furnish the Company with copies of all Section
        16(a) reports they file. To the Company's knowledge, based solely on its
        review
        of the copies of such reports received or written representations from certain
        Reporting Persons that no other reports were required, the Company believes
        that
        during its fiscal year ended November 30, 2007, all Reporting Persons timely
        complied with all applicable filing requirements.
 
 37
 **Code
        of Ethics**
 
 We
        have
        adopted a code of business conduct and ethics that applies to our directors,
        officers (including our principal executive officer, principal financial
        officer, principal accounting officer or controller, or persons performing
        similar functions) as well as our employees. A copy of our code of business
        conduct and ethics is available on our website at  *www.multicelltech.com* ** under
        "Investors—Corporate Governance." We intend to post on our website all
        disclosures that are required by applicable law, the rules of the Securities
        and
        Exchange Commission or OTCBB listing standards concerning any amendment to,
        or
        waiver from, our code of business conduct and ethics.
 
 **Item
        10. EXECUTIVE COMPENSATION**
  **COMPENSATION
        DISCUSSION AND ANALYSIS**
  **Overview** **** **of** **Executive
        Compensation Objectives and Philosophy**
 
 Our
        executive compensation plan’s objectives are to attract and retain highly
        competent executives and to compensate them based upon a pay-for-performance
        philosophy. With the intent to increase short-term and long-term stockholder
        value, we have designed our
        executive compensation plan to
        reward:
  ·
            individual
                performance as measured against personal goals and objectives that
                contain
                quantitative components wherever possible; such personal goals depend
                on
                the position occupied by our executive officers and can include achieving
                technological advances, broadening of our products and services offerings,
                or building a strong team; and  ·
            demonstration
                of leadership, team building skills and high ethical standards.We
                design our overall compensation to align the long-term interests
                of our
                executiveswith
                those of our stockholders. Our compensation plan is designed to encourage
                success of our executives as a team, rather than only as individual
                contributors, by attaining overall corporate success.  **Elements
        of Executive Compensation**
  Executive
        compensation consists of the following elements:
  ·
            Base
                salary; and  ·
            Long-Term
                Incentives.  ***Base
        Salary*** .
        The
        base salary for each executive is initially established through negotiation
        at
        the time the executive is hired, taking into account his or her scope of
        responsibilities, qualifications, experience, prior salary and competitive
        salary information within our industry. Year-to-year adjustments to each
        executive officer’s base salary are determined by an assessment of her or his
        sustained performance against individual goals, including leadership skills
        and
        the achievement of high ethical standards, the individual’s impact on the
        company’s business and financial results, current salary in relation to the
        salary range designated for the job, experience, demonstrated potential for
        advancement, and an assessment against base salaries paid to executives for
        comparable jobs in the marketplace. Generally, we believe that executive
        base
        salaries should be targeted near the median of the range of salaries for
        executives in similar positions with similar responsibilities at comparable
        companies.
  ***Long-Term
        Incentive Program*** .
        Our
        long-term incentives consist of stock option awards. The objective of these
        awards is to align the longer-term interests of our stockholders and our
        executive officers and to complement incentives tied to annual performance.
        We
        have historically elected to use stock options as our primary long-term equity
        incentive vehicle. We have not adopted stock ownership guidelines.
  38
 **Why** **We** **Chose
        to Pay Each of the Executive Compensation Elements and How** **We** **Determine
        the Amount of Each Element**
  ***Base
        Salary*** .
        Base
        salary is paid to attract and retain our executives and to provide them with
        a
        level of predictable base compensation. Because base salary, in the first
        instance, is set at the time the executive is hired, it is largely market-driven
        and influenced by the type of position occupied, the level of responsibility,
        experience and training of each executive, and the base salary at his or
        her
        prior employment. Annual adjustments to base salary, if any, are influenced
        by
        the individual’s achievement of individual goals and the company’s achievement
        of its financial goals.
  The
        base
        salaries we paid to our executives in 2007 are reflected in the summary
        compensation table below.
  ***Long-Term
        Incentives*** *.* We
        grant
        stock options to our executives and directors as part of our executive
        compensation package program to directly link their interests to those of
        our
        stockholders, since stock options will only produce value to executives if
        the
        price of our stock appreciates. We believe that our compensation program
        must
        include long-term incentives such as stock options if we wish to hire and
        retain
        high-level executive talent. We
        also
        believe that stock options help to provide a balance to the overall executive
        compensation program as base salary and bonus awards focus only on short-term
        compensation. In addition, the vesting period of stock options encourages
        executive retention and the preservation of shareholder value. We
        base
        the number of stock options granted on the type and responsibility level
        of the
        executive’s position, the executive’s performance in the prior year and the
        executive’s potential for continued sustained contributions to our long-term
        success and the long-term interests of our stockholders. The number of stock
        options is also dependent on the number of options available in the option
        pool
        and the number of options already granted and vested to each individual
        executive.
  **The
        Level of Salary and Bonus in Proportion to Total
        Compensation**
  Because
        of the congruence of interests by our
        executives and our stockholders in sustained, long-term growth of the value
        of
        our stock, we seek to keep cash compensation in line with market conditions
        and,
        if justified by the Company’s financial performance, place emphasis on the use
        of options as a means of obtaining significantly better than average
        compensation.
  **Summary
        Compensation Table**
 **Name
                  and Principal Position**
              
              **Year**
              
              **Salary**
                **($)**
              
              **Bonus**
                **($)**
              
              **Stock
                  Awards**
                **($)**
              
              **Option
                  Awards**
                **($)
                  (2)**
              
              **Non-Equity
                  Incentive Plan Compensation**
                **($)**
              
              **Change
                  in Pension Value and Non-qualified Deferred Compensation
                  Earnings**
                **($)**
              
              **All
                  Other Compensation**
                **($)**
              
              **Total**
                **($)**W.
                Gerald Newmin,
              
              
              2007
              
              $
              84,600
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              84,600Chairman
                  of the Board, Chief Executive Officer, President,
                Chief
                  Financial Officer, Treasurer, Secretary and Director
              
              
              2006
              
              $
              68,682
              
              $
              0
              
              $
              88,226(1)
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              0
              
              $
              166,908Dr.
                  Stephen Chang Ph.D.
                Chief
                  Executive Officer, President, and Director
              
              
              2007
                2006
              
              $
                $
              180,069
                162,610
              
              $
                $
              0
                0
              
              $
                $
              18,000(1)
                80,000(1)
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              198,069
                242,610Dr.
                  Ronald A. Faris
                Chief
                  Science Officer, Senior Vice President
              
              
              2007
                2006
              
              $
                $
              43,991
                157,995
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              0
                0
              
              $
                $
              43,991
                157,995
  (1)
        Represents the fair market value of shares of our common stock paid in lieu
        of
        cash based on the closing market price of our common stock on the date of
        approval by our board of directors. A total of none and 246,037 shares were
        issued to Mr. Newmin in fiscal 2007 and 2006 respectively; and a total of
        90,000
        and 246,037 shares were issued to Dr. Chang in fiscal 2007 and 2006,
        respectively.
  39
 (2)
        Refer
        to Note 1, “Stock Based Compensation,” in the Notes to Consolidated Financial
        Statements included in the Annual Report on Form 10-KSB, filed on March 14,
        2008
        for the relevant assumptions used to determine the valuation of our option
        awards.
  **Contracts,
        Termination of Employment and Change-in-Control Arrangements**
  *Employment
        Agreement with Stephen Chang, Ph.D* .
        Effective January 29, 2005 and February 1, 2005, subject to the completion
        of
        the private placement offering completed on February 10, 2005, the Company
        entered into an employment agreement with Stephen Chang, Ph.D., as President,
        and a director and entered into a consulting agreement with Anthony Cataldo.
        Under the terms of these agreements both Dr. Chang and Mr. Cataldo will be
        paid
        $15,000 per month in a combination of stock and cash, plus directors fees
        of
        $3,000 for each board meeting attended. In the event that the Company terminates
        Dr. Chang’s employment, without cause (as defined in the agreements), or
        terminates his employment for good reason, he shall be entitled to receive
        severance pay in the form of salary continuation then in effect, less applicable
        deductions and withholdings, for a period of six (6) months. Dr. Chang was
        issued 1.0 million stock options under the Company’s equity incentive plan at
        $1.40 per share, the fair market value on the date of grant. The stock options
        will vest monthly over three years and expire in five years. The stock options
        and warrants granted to Dr. Chang will in no event be exercisable prior to
        an
        increase in the authorized number of shares of the Company’s common stock.
  On
        November 16, 2005, the board of directors of MultiCell Technologies, Inc.
        (the
“Company”) approved resolutions to pay Stephen Chang, a member of the board of
        directors and the Company’s President, $200,000 owed to Dr. Chang (the “Accrued
        Amount”) by MultiCell Immunotherapeutics, Inc. (“Sub”) that were accrued by Sub
        prior to the Company’s acquisition of Sub on September 7, 2005. The Accrued
        Amount represents compensation in consideration of services of Dr. Chang
        to Sub
        prior to the acquisition. Following the acquisition, Dr. Chang has served
        as
        President of Sub. Dr. Chang has also previously entered into an Employment
        Agreement with the Company dated as of February 1, 2005.
  Dr.
        Chang
        will receive the Accrued Amount as follows: (a) $100,000 was paid in November
        2005, $50,000 of which was paid in cash and $50,000 of which was paid in
        shares
        of the Company’s Common Stock based on the closing price per share of the
        Company’s Common Stock on November 16, 2005 (the date of issuance), and (b)
        $100,000 is to be paid in 2006, $50,000 of which is to be paid in cash and
        $50,000 of which is to be paid in shares of the Company’s Common Stock based on
        the closing price per share of the Company’s Common Stock on the date of
        issuance. Accordingly, the Company issued to Dr. Chang 73,529 shares of Common
        Stock on November 16, 2005 pursuant to the Company’s 2000 Employee Benefit Plan
        in consideration of the $50,000 to be paid in shares in November 2005. The
        closing price per share of the Company’s Common Stock on November 16, 2005 was
        $0.68. The Company also granted to Dr. Chang 121,951 shares of Common Stock
        on
        March 10, 2006 in consideration of $50,000 to be paid in 2006. The closing
        price
        per share of the Company’s Common Stock on March 10, 2006 was $0.41.
  *Employment
        Agreement with Ronald Faris, Ph.D* .
        On May
        26, 2005, the Company executed a new employment agreement with Ronald Faris,
        Ph.D., continuing his employment as Senior Vice President and Chief Science
        Officer. The agreement is for a term of three years and may be cancelled
        by Dr.
        Faris or by the Company at any time. The agreement provides for a base salary
        of
        $175,000 per year plus participation in the Company’s bonus and compensation
        programs for executive management, if and when established. In addition,
        Dr.
        Faris received a stock option (the “Option”) to purchase 200,000 shares of the
        Company’s Common Stock, at an exercise price of $1.40 per share. The Option will
        be exercisable for a period of five years and will vest monthly in equal
        installments over the three year term of the agreement. The agreement also
        provides that Dr. Faris shall be eligible to participate in any executive
        benefit plan made available to the Company’s executive or key management
        employees, including paid vacation and medical insurance. In the event Dr.
        Faris
        is terminated without cause (as defined in the agreement) or he terminates
        his
        employment for good reason (as defined in the agreement), Dr. Faris is entitled
        to receive severance pay equal to six months of his base salary then in effect.
        In addition, for a period of one year after his employment with the Company
        ends, Dr. Faris has agreed not to solicit the Company’s employees, consultants,
        customers, suppliers or distributors. Dr. Faris resigned his position with
        the
        Company effective February 28, 2007.
 
 40
 **Outstanding
        Equity Awards at Fiscal Year-End**
 
 **Stock
        Option Grants in Fiscal Year 2007**
  The
        Company grants options to its executive officers under its 2004 Equity Incentive
        Plan (the “Incentive Plan”). As of November 30, 2007, options to purchase a
        total of 2,110,000 shares were outstanding under the Incentive Plan and options
        to purchase 3,538,032 remained available for grant under the plan.
  The
        following tables show for the fiscal year ended November 30, 2007, certain
        information regarding options granted to, exercised by, and held at year-end
        by,
        the Named Executive Officers:
  **Option
                  Awards**
              
              **Stock
                  Awards****Name**
              
              **Number
                  of Securities Underlying Unexercised Options (#)
                  Exercisable**
              
              **Number
                  of Securities Underlying Unexercised Options (#)
                  Unexercisable**
              
              **Equity
                  Incentive Plan Awards: Number of Securities Underlying Unexercised
                  Unearned Options (#)**
              
              **Option
                  Exercise Price ($)**
              
              **Option
                  Expiration Date**
              
              **Number
                  of Shares or Units of Stock That Have Not Vested
                  (#)**
              
              **Market
                  Value of Shares or Units of Stock That Have Not Vested
                  ($)**
              
              **Equity
                  Incentive Plan Awards: Number of Unearned Shares, Units or Other
                  Rights
                  That Have Not Vested (#)**
              
              **Equity
                  Incentive Plan Awards: Market or Payout Value of Unearned Shares,
                  Units or
                  Other Rights That Have Not Vested ($)**W.
                  Gerald Newmin
              
              
              50,000
              
              
              0
              
              
              0
              
              $
              1.35
              
              
              9/16/09
              
              
              0
              
              
              0
              
              
              0
              
              
              0Stephen
                  Chang, Ph.D.
              
              
              50,000
              
              
              0
              
              
              0
              
              $
              1.25
              
              
              6/14/09
              
              
              0
              
              
              0
              
              
              0
              
              
              050,000
              
              
              0
              
              
              0
              
              $
              1.35
              
              
              9/16/09
              
              
              0
              
              
              0
              
              
              0
              
              
              01,000,000
              
              
              83,333
              
              
              83,333
              
              $
              1.40
              
              
              1/27/10
              
              
              83,333
              
              $
              3,333
              
              
              83,333
              
              $
              3,333
 
 **DIRECTOR
        COMPENSATION**
 
 **Name**
              
              **Fees
                  Earned or**
                **Paid
                  in Cash ($)**
              
              **Stock
                  Awards ($)**
              
              **Option
                  Awards ($)**
              
              **All
                  Other**
                **Compensation
                  ($)**
              
              **Total
                  ($)**Anthony
                  F. Altig
              
              
              0
              
              $
              49,000(1
              )
              
              0
              
              
              0
              
              $
              49,000Stephen
                  Chang, Ph. D.
              
              
              0
              
              $
              21,000(2
              )
              
              0
              
              
              0
              
              $
              21,000W.
                  Gerald Newmin
              
              
              0
              
              $
              21,000(3
              )
              
              0
              
              
              0
              
              $
              21,000Thomas
                  A. Page
              
              
              0
              
              $
              31,000(4
              )
              
              0
              
              
              0
              
              $
              31,000Edward
                  Sigmond
              
              
              0
              
              $
              37,000(5
              )
              
              0
              
              
              0
              
              $
              37,000
  
 (1) Pursuant
        to the Company's director compensation plan, the director was entitled to
        receive 510,000 shares of common stock for services provided during 2007;
        however, such shares have not been issued to date.
 (2)  Pursuant
        to the Company's director compensation plan, the director was entitled to
        receive 230,000 shares of common stock for services provided during 2007;
        however, 170,000 shares have not been issued to date.
 (3) Pursuant
        to the Company's director compensation plan, the director was entitled to
        receive 230,000 shares of common stock for services provided during 2007;
        however, such shares have not been issued to date.
 (4)  Pursuant
        to the Company's director compensation plan, the director was entitled to
        receive 360,000 shares of common stock for services provided during 2007;
        however, such shares have not been issued to date.
 (5)  Pursuant
        to the Company's director compensation plan, the director received 470,000
        shares of common stock for services provided during 2007.
 
 **Director
        Compensation Arrangements**
  Each
        director of the Company receives fee of $3,000 for each board meeting
        attended. **** The
        Chairman of the Audit Committee was paid $4,000 per meeting for each Audit
        committee meeting attended during the year and each committee member received
        $1,000 per meeting attended. The Chairman of the Nominating, Corporate
        Governance and Compensation Committee was paid $2,000 per Compensation Committee
        meeting attended and members of the Committee were paid $1,000 per meeting
        attended. All directors’ fees were paid in shares of common stock based on the
        market price of the stock on the date of grant by the board. In the fiscal
        year
        ended November 30, 2007, the total compensation paid to non-employee directors
        in the form of stock was $184,000. The members of the Board of Directors
        are
        also eligible for reimbursement for their expenses incurred in attending
        Board
        meetings in accordance with Company policy.
  41
 Each
        director of the Company also receives stock option grants under the 2004
        Equity
        Incentive Plan (which shall be referred to as the “Directors’ Plan”). Directors
        of the Company or an affiliate of such directors (as defined in the Internal
        Revenue Code) are eligible to receive options under the Directors’ Plan. Options
        granted under the Directors’ Plan are intended by the Company not to qualify as
        incentive stock options under the Internal Revenue Code.
  Option
        grants under the Directors’ Plan are non-discretionary. Each non-employee
        director is granted 50,000 stock options on the date he or she joins the
        Board
        of Directors. The exercise price of options granted under  the
        Directors’ Plan is 100% of the fair market value of the common stock subject to
        the option on the date of the option grant. **** The
        standard terms of the plan call for vesting in equal installments over three
        years and expiring in five years.
 
 
 **Item
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
        STOCKHOLDER MATTERS**
 
 
 **Beneficial
        Ownership of Directors, Officers and 5% Stockholders**
  The
        following table sets forth, as of November 30, 2007, certain information
        as to
        shares of our common stock owned by (i) each person known to beneficially
        own
        more than 5% of our outstanding common stock, (ii) each of our directors,
        and
        executive officers named in our summary compensation table, and (iii) all
        of our
        executive officers and directors as a group. Unless otherwise indicated,
        the
        address of each named beneficial owner is the same as that of our principal
        executive offices located at 86 Cumberland Street, Suite 301, Woonsocket,
        Rhode
        Island, 02895.
 **Name
                  and Address of Beneficial Owner (1)**
              
              **Number
                  of**
                **Shares**
                **Beneficially**
                **Owned****(2)**David
                  Firestone (3)
              
              15,944,546
              
              26.5
              %Monarch
                  Pointe Fund, LTD (4)
              
              11,835,309
              
              21.7
              %W. Gerald
                  Newmin (5)
              
              7,885,042
              
              16.2
              %Mercator
                  Momentum Fund III, LP (6)
              
              5,126,315
              
              10.3
              %Asset
                  Managers International, LTD (7)
              
              3,177,770
              
              6.45
              %Mercator
                  Momentum Fund, LP (8)
              
              2,526,360,
              
              5.3
              %Thomas A.
                  Page (9)
              
              1,358,542
              
              2.9
              %Stephen
                  Chang, Ph.D. (10)
              
              1,916,445
              
              4.0
              %Edward
                  Sigmond (11)
              
              1,049,806
              
              2.3
              %Anthony
                  Altig (12)
              
              375,139
              
              .8
              %La
                  Jolla Cove Investors (13)
              
              10,000,000
              
              17.9
              %All
                  executive officers and directors as a group (Six persons)
              
              12,584,974
              
              26.2
              %
  (1)
              Beneficial
                  ownership has been determined in accordance with Rule 13d-3 under
                  the
                  Exchange Act. Pursuant to the rules of the Commission, shares of
                  common
                  stock that each named person and group has the right to acquire
                  within 60
                  days pursuant to options, warrants, or other rights, are deemed
                  outstanding for purposes of computing shares beneficially 46,029,209,
                  shares outstanding on November 30, 2007.
  42
 (2)
              Unless
                  otherwise noted, all shares listed are owned of record and the
                  record
                  owner has sole voting and investment power, subject to community
                  property
                  laws where applicable.
  (3)
              David
                  F. Firestone is the managing member of MAG Capital, LLC, a California
                  limited liability company (“MAG”). Mercator Momentum Fund, L.P. and
                  Mercator Momentum Fund III, L.P. are private investment limited
                  partnerships organized under California law. The general partner
                  of each
                  fund is MAG. Monarch Pointe Fund, Ltd. is a corporation organized
                  under
                  the laws of the British Virgin Islands. MAG controls the investments
                  of
                  Monarch Pointe Fund, Ltd., Mercator Momentum Fund, L.P. and Mercator
                  Momentum Fund III, L.P. which investments include an estimated
                  4,880,000
                  shares of common stock issuable upon the conversion of outstanding
                  shares
                  of our Series I Preferred Stock, 3,543,438 shares of common stock
                  issuable
                  upon the conversion of outstanding shares of our Series B preferred
                  stock
                  and 9,207,230 shares of common stock issuable upon exercise of
                  outstanding
                  warrants. Assumes a conversion price of $0.25 on the Series I Preferred
                  Stock and a conversion price of $0.32 on the Series B Preferred
                  Stock,
                  which would have been the applicable conversion prices if the conversion
                  had occurred on November 30, 2006. MAG agreed not to convert preferred
                  shares or to exercise warrants to the extent such holder’s beneficial
                  ownership of common stock will exceed 9.99% of the common stock
                  then
                  outstanding. The address for this entity is c/o MAG Capital, LLC,
                  555
                  South Flower Street, Suite 4200 Los Angeles, CA 90071.
  (4)
              Includes
                  an estimated 2,293,600 shares of common stock issuable upon the
                  conversion
                  of outstanding shares of our Series I Preferred Stock, 2,465,937
                  shares of
                  common stock issuable upon the conversion of outstanding shares
                  of our
                  Series B Preferred Stock and 6,126,955 shares of common stock issuable
                  upon exercise of outstanding warrants. Assumes a conversion price
                  of $0.25
                  on the Series I Preferred Stock and a conversion price of $0.32
                  on the
                  Series B Preferred Stock, which would have been the applicable
                  conversion
                  price if the conversion had occurred on November 30, 2007. MAG
                  has agreed
                  not to convert preferred shares or to exercise warrants to the
                  extent such
                  holder’s beneficial ownership of common stock will exceed 9.99% of the
                  common stock then outstanding. The address for this entity is c/o
                  MAG
                  Capital, LLC, 555 South Flower Street, Suite 4200 Los Angeles,
                  CA
                  90071.
  (5)
              Includes
                  an estimated 1,229,065 stock purchase warrants at $0.20 per share,
                  1,372,000 stock purchase warrants at $0.50 per share and 694,133
                  shares of
                  our common stock and warrants for 262,000 shares of our common
                  stock owned
                  by Mr. Newmin’s spouse, over which Mr. Newmin disclaims beneficial
                  ownership. Includes 50,000 shares issuable under options, which
                  are
                  exercisable within 60 days of November 30, 2007 and 1,310,000 shares
                  in
                  the form of warrants.
  (6)
              Includes
                  an estimated 1,073,600 shares of common stock issuable upon the
                  conversion
                  of outstanding shares of our Series I Preferred Stock, 1,077,500
                  shares of
                  common stock issuable upon the conversion of outstanding shares
                  of our
                  Series B Preferred Stock and 2,795,491 shares of common stock issuable
                  upon exercise of outstanding warrants. Assumes a conversion price
                  of $0.25
                  on the Series I Preferred Stock and a conversion price of $0.32
                  on the
                  Series B Preferred Stock, which would have been the applicable
                  conversion
                  price if the conversion had occurred on November 30, 2007. MAG
                  has agreed
                  not to convert preferred shares or to exercise warrants to the
                  extent such
                  holder’s beneficial ownership of common stock will exceed 9.99% of the
                  common stock then outstanding. The address for this entity is c/o
                  MAG
                  Capital, LLC, 555 South Flower Street, Suite 4200 Los Angeles,
                  CA 90071.
  (7)
              Includes
                  an estimated 3,177,770 shares of common stock issuable upon exercise
                  of
                  outstanding warrants and an estimated 5,081,875 shares of common
                  stock
                  issuable upon the conversion of outstanding shares of our Series
                  I
                  Preferred Stock,. Pentagon Special Purposes Fund, Ltd. has agreed
                  not to
                  convert preferred shares or to exercise warrants to the extent
                  such
                  holder’s beneficial ownership of common stock will exceed 9.99% of the
                  common stock then outstanding. The address for this entity is c/o
                  Pentagon
                  Capital Management Plc, Craigmuir Chambers, Road Town, Tortola,
                  British
                  Virgin Islands.
  (8)
              Includes
                  an estimated 1,512,800 shares of common stock issuable upon the
                  conversion
                  of outstanding shares of our Series I Preferred Stock, and 505,523
                  shares
                  of common stock issuable upon exercise of outstanding warrants.
                  Assumes a
                  conversion price of $0.25 on the Series I Preferred Stock which
                  would have
                  been the applicable conversion price if the conversion had occurred
                  on
                  November 30, 2007. MAG has agreed not to convert preferred shares
                  or to
                  exercise warrants to the extent such holder’s beneficial ownership of
                  common stock will exceed 9.99% of the common stock then outstanding.
                  The
                  address for this entity is c/o MAG Capital, LLC, 555 South Flower
                  Street,
                  Suite 4200 Los Angeles, CA 90071.
  43
  (9)
              Includes
                  (i) 475,903 shares issuable upon the exercise of common stock warrants
                  at
                  $0.20 per share, (ii) 350,000 shares issuable upon the exercise
                  of common
                  stock warrants at $0.50 per share and (iii) 100,000 shares issuable
                  under
                  options which are exercisable within 60 days of November 30, 2007.
  (10)
              Includes
                  (i) 364,071 shares issuable upon the exercise of common stock warrants
                  at
                  $0.20 per share, (ii) 1,046,667 shares issuable under options which
                  are
                  exercisable within 60 days of November 30, 2007.(11)
              Includes
                  (i) 161,577 shares issuable upon the exercise of common stock warrants
                  at
                  $0.20 per share and (ii) 50,000 shares issuable under options which
                  are
                  exercisable within 60 days of November 30,
                  2007.
  (12)
              Includes
                  (i) 172,930 shares issuable upon the exercise of common stock warrants
                  at
                  $0.20 per share and (ii) 50,000 shares issuable under options which
                  are
                  exercisable within 60 days of November 30, 2007.(13)
              Includes
                  (i) a maximum 10,000,000 shares issuable upon the exercise of a
                  common
                  stock warrant at $1.09 per share. The selling security holder has
                  agreed
                  not to acquire shares to the extent such holder’s beneficial ownership of
                  common stock will exceed 9.99% of the common stock then outstanding.
 
 **EQUITY
        COMPENSATION PLAN INFORMATION**
 
 The
        following table summarizes the securities authorized for issuance under equity
        compensation plans as of November 30, 2007:
 
 **Plan
                  Category**
              
              **Number
                  of Securities to be Issued Upon Exercise of Outstanding Options,
                  Warrants
                  and Rights**
              
              **Weighted
                  Average Exercise Price of Outstanding Options, Warrants and
                  Rights**
              
              **Number
                  of Securities Remaining Available for Future Issuance Under Equity
                  Compensation Plans**Equity
                  compensation plans approved by shareholders
              
              
              2,210,000
              
              $
              1.09
              
              
              4,900,600Equity
                  compensation plans not approved by shareholdersWarrants
                  issued
              
              
              35,440,946
              
              $
              0.7337,650,946
              
              $
              0.75
 
 The
        shares of common stock may be issued pursuant to stock awards may include
        an
        annual increase to be added of the first day of each Company fiscal year,
        beginning in 2005 and ending in (and including) 2013, equal to the lesser
        of the
        following amounts: (a) 5% of the Company’s outstanding shares of common stock on
        the day preceding the first day of such fiscal year; (b) 5,000,000 shares
        of
        common stock; or (c) an amount determined by the Board.
 
 44
 **Item
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**
  Except
        as
        described below, none of the following parties has, in the fiscal year ending
        November 30, 2007, had any material interest, direct or indirect, in any
        transaction with us or in any presently proposed transaction that has or
        will
        materially affect us, other than as noted in this section:
 
 •Any
        of
        our directors or officers,
 
 •Any
        person proposed as a nominee for election as a director,
 
 •Any
        person who beneficially owns, directly or indirectly, shares carrying more
        than
        5% of the voting rights attached to our outstanding shares of common stock,
 
 •Any
        of
        our promoters, and
 
 •Any
        relative or spouse of any of the foregoing persons who has the same house
        as
        such person.
 
 **CERTAIN
        RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 Since
        December 1, 2006, there has not been, nor is there currently proposed, any
        transaction or series of similar transactions to which we were or are a party
        in
        which the amount involved exceeds $120,000 and in which any director, executive
        officer or beneficial holder of more than 5% of any class of our voting
        securities or members of such person’s immediate family had or will have a
        direct or indirect material interest, other than the transactions described
        below. All future transactions between us and any of our directors, executive
        officers or related parties will be subject to the review and approval of
        our
        Audit Committee.
 
 **Board
        Determination of Independence**
 
 The
        Company complies with the standards of "independence" prescribed by rules
        set
        forth by the National Association of Securities Dealers ("NASD"). Accordingly,
        a
        director will only qualify as an "independent director" if, in the opinion
        of
        our Board of Directors, that person does not have a material relationship
        with
        our company which would interfere with the exercise of independent judgment
        in
        carrying out the responsibilities of a director. A director who is, or at
        any
        time during the past three years, was employed by the Company or by any parent
        or subsidiary of the Company, shall not be considered independent. Accordingly,
        Tony Altig, Tom Page and Ed Sigmond meet the definition of "independent
        director" under Rule 4200(A)(15) of the NASD Manual; Dr. Chang and Mr. Newmin
        do
        not.
 
 **Item
        13. EXHIBITS**
 
 Please
        see the Exhibit Index which follows the signature page to this annual report
        on
        Form 10-KSB and which is incorporated by reference herein.
 
 **Item
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES********
 
 The
        following table summarizes the fees of (i) J.H. Cohn, LLC., our former
        independent auditor, and (ii) Hansen, Barnett and Maxwell, our current
        independent auditor, billed to us
        for
        each of the last two fiscal years for audit services and billed to us in
        each of
        the last two years for other services:
 
 **Fee
                  Category**
              
              **2007**
              
              **2006**Audit
                  Fees(1)
              
              $
              80,175
              *
              $
              151,950Audit-Related
                  Fees(2)
              
              $
              47,000
              
              $
              42,000Tax
                  Fees(3)
              
              $
              0
              
              $
              0All
                  Other Fees(4)
              
              $
              0
              
              $
              0


*This
        amount includes fees of Hansen, Barnett & Maxwell, P.C, our current
        independent auditor who was engaged in 2007, and the remaining amounts set
        forth
        in the table reflect fees of J. H. Cohn, LLC, our former independent auditor.
 
 (1)Audit
        fees consist of aggregate fees billed for professional services rendered
        for the
        audit of the Company's annual financial statements and review of the interim
        financial statements included in quarterly reports or services that are normally
        provided by the independent auditor in connection with statutory and regulatory
        filings or engagements for the fiscal years ended November 30, 2007 and 2006.
 
 (2)Audit
        related fees consist of aggregate fees billed for assurance and related services
        that are reasonably related to the performance of the audit or review of
        the
        Company's financial statements and are not reported under "Audit Fees." These
        fees include review of registration statements and participation at meetings
        of
        the audit committee.
 
 (3)Tax
        fees consist of aggregate fees billed for professional services for tax
        compliance, tax advice and tax planning.
 
 (4)All
        other fees consist of aggregate fees billed for products and services provided
        by the independent auditor, other than those disclosed above. These fees
        include
        services related to certain accounting research and assistance with a regulatory
        matter.
  The
        Company's policy is to pre-approve all audit and permissible non-audit services
        provided by the independent auditors. These services may include audit services,
        audit-related services, tax services and other services. Pre-approval is
        generally provided for up to one year and any pre-approval is detailed as
        to the
        particular service or category of services and is generally subject to a
        specific budget. The independent auditors and management are required to
        periodically report to the audit committee regarding the extent of services
        provided by the independent auditors in accordance with this pre-approval,
        and
        the fees for the services performed to date. To the extent that additional
        services are necessary beyond those specifically budgeted for, the audit
        committee and management pre-approve such services on a case-by-case basis.
        All
        services provided by the independent auditors were approved by the Audit
        Committee.
 45




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15D of the Securities Exchange Act of
      1934,
      the registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized,




MULTICELL
                TECHNOLOGIES, INC.(Registrant)By
                /s   W. Gerald NewminW.
                Gerald NewminChairman,
                CEO, CFO, President, Treasurer and SecretaryDated
                May
                22, 2008





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





**Signature**
            
            **Title**
            
            **Date**/s/W.
                Gerald Newmin
              W.
                Gerald Newmin
            
            Chairman
                ,CEO, CFO, President,
              Treasurer
                and Secretary
            
            May
                22, 2008/s/Stephen
                Chang
              Stephen
                Chang
            
            Director
            
            May
                  22, 2008May
                  22, 2008/s/Edward
                Sigmond
              Edward
                Sigmond
            
            Director
            
            May
                  22, 2008May
                  22, 2008/s/Thomas
                A. Page
              Thomas
                A. Page
            
            Director
            
            May
                  22, 2008/s/Anthony
                Altig
              Anthony
                Altig
            
            Director
            
            May
                  22, 2008


46


**EXHIBIT
      INDEX**






**Exhibit**
                **No.**
              
              **Description
                  of Exhibit**4.1(1)
              
              Form
                  of Warrant to Purchase Common Stock dated February 1, 2006 issued
                  by the
                  Company to Trilogy Capital Partners, Inc.4.2(2)
              
              Warrants
                  for the purchase of 1,572,327 Shares of Common Stock of the Registrant
                  dated May 3, 2006.4.3(3)
              
              Form
                  of Warrant to Purchase Common Stock (Cashless Exercise) dated July
                  14,
                  2006 issued by the Registrant to certain investors.4.4(3)
              
              Form
                  of Warrant to Purchase Common Stock (Cash Exercise), dated July
                  14, 2006,
                  issued by the Registrant to certain investors.4.5(3)
              
              Certificate
                  of Designation of Series B Convertible Preferred Stock, as filed
                  on July
                  14, 2006.4.6(3)
              
              Form
                  of Registration Rights Agreement dated July 14, 2006 by and between
                  the
                  Registrant and certain investors.4.7(4)
              
              Amended
                  and Restated Warrant to Purchase Common Stock issued to Anthony
                  Cataldo
                  dated July 25, 2006.4.8(5)
              
              Amended
                  and Restated Registration Rights Agreement, dated as of October
                  5, 2006,
                  by and between the Registrant and Fusion Capital Fund II,
                  LLC.10.1(6)
              
              Letter
                  Agreement between Amarin and the Company dated October 26,
                  200610.2(3)
              
              Form
                  of Shares of Series B Convertible Preferred Stock and Common Stock
                  Warrants Subscription Agreement dated July 14, 2006 by and between
                  the
                  Registrant and certain investors.10.3(4)
              
              Separation
                  Agreement and Release by and between the Company and Anthony Cataldo
                  dated
                  July 25, 2006.10.4(7)
              
              Separation
                  Agreement and Release by and between the Company and Gerard A.
                  Wills dated
                  September 28, 2006.10.5(7)
              
              Consulting
                  Agreement by and between the Company and Gerard A. Wills, dated
                  September
                  28, 2006.10.6(5)
              
              Amended
                  and Restated Common Stock Purchase Agreement, dated as of October
                  5, 2006,
                  by and between the Registrant and Fusion Capital Fund II,
                  LLC.10.7(2)
              
              Common
                  Stock Purchase Agreement, dated as of May 3, 2006, by and between
                  the
                  Registrant and Fusion Capital Fund II, LLC.10.8(8)
              
              Letter
                  Agreement between Amarin and the Company dated June 28,
                  200610.9*
              
              Worldwide
                  Exclusive License Agreement dated as of December 31, 2005 between
                  the
                  Registrant and Amarin Neuroscience Limited.10.10(10)
              
              Employment
                  Offer Letter, dated December 23, 2005, between the Registrant and
                  Gerard
                  A. Wills.31.1*
              
              Certification
                  of Chief Executive Officer Pursuant to Section 30231.2*
              
              Certification
                  of Chief Financial Officer Pursuant to Section 30232.1*
              
              Certification
                  of Chief Executive Officer Pursuant to 18 U.S.C. Section
                  1350.32.2*
              
              Certification
                  of Chief Financial Officer Pursuant to 18 U.S.C. Section
                  1350.*
                    Filed herewith.
 
 (1)
        Incorporated by reference from exhibits to our Current Report on Form 8-K
        filed
        on March 2, 2007.
 (2)
        Incorporated by reference from exhibits to our Current Report on Form 8-K
        filed on March 6, 2007.
 (3)
        Incorporated by reference from exhibits to our Current Report on Form 8-KA
        filed on March 7, 2007.
 (4)
        Incorporated by reference from exhibits to our Current Report on Form 8-K
        filed
        on April 26, 2007.
 (5)
        Incorporated by reference from exhibits to our Current Report on Form 8-K
        filed
        on May 2, 2007.
 (6) Incorporated
        by reference from exhibits to our Current Report on Form 8-K filed on July
        19,
        2007.
 (7)
        Incorporated by reference from exhibits to our Current Report on Form 8-K
        filed
        on October 10, 2007.




47


**INDEX
      TO FINANCIAL STATEMENTS**





Report
                of Hansen, Barnett & Maxwell, P.C., Independent Registered Public
                Accounting Firm
            
            
            F2Report
                of J. H. Cohn LLP, Independent Registered Public Accounting
                Firm
            
            
            F3Consolidated
                Balance Sheets
            
            
            F4Consolidated
                Statements of Operations
            
            
            F6Consolidated
                Statements of Stockholders’ Equity (Deficiency)
            
            
            F7Consolidated
                Statement of Cash Flows
            
            
            F9Notes
                to Consolidated Financial Statements
            
            
            F11




-F1-





**H****ANSEN,****B****ARNETT****&
                M****AXWELL,
                P.C.**
              A
                Professional Corporation
              CERTIFIED
                PUBLIC ACCOUNTANTS
              5
                Triad Center, Suite 750
              Salt
                Lake City, UT 84180-1128
              Phone:
                (801) 532-2200
              Fax:
                (801) 532-7944
              www.hbmcpas.com
            BAKER TILLY





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and the Stockholders


MultiCell
      Technologies, Inc.





We
      have
      audited the accompanying consolidated balance sheet of MultiCell Technologies,
      Inc. and subsidiaries (the Company) as of November 30, 2007, and the related
      consolidated statements of operations, stockholders' equity, and cash flows
      for
      the year then ended. These financial statements are the responsibility of the
      Company's management. Our responsibility is to express an opinion on these
      financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of MultiCell Technologies,
      Inc.
      and subsidiaries as of November 30, 2007, and the results of their operations
      and their cash flows for the year then ended, in conformity with U.S. generally
      accepted accounting principles.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 2 to the
      consolidated financial statements, the Company suffered losses from operations
      and had negative cash flows from operating activities during the years ended
      November 30, 2007 and 2006 and as of November 30, 2007, the Company had a
      working capital deficit and a stockholders’ deficit. These matters raise
      substantial doubt about the Company's ability to continue as a going concern.
      Management's plans concerning these matters are also described in Note 2. The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





**HANSEN,
      BARNETT & MAXWELL, P.C.**


Salt
      Lake
      City, Utah


March
      12,
      2008




-F2-





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board
      of
      Directors and Stockholders


MultiCell
      Technologies, Inc. and Subsidiaries





We
      have
      audited the accompanying consolidated balance sheet of MultiCell Technologies
      Inc. and Subsidiaries as of November 30, 2006 and the related consolidated
      statements of operations, stockholders’ equity (deficiency) and cash flows for
      the year then ended. These financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of MultiCell Technologies,
      Inc.
      and Subsidiaries as of November 30, 2006 and their results of operations and
      cash flows for the year then ended, in conformity with accounting principles
      generally accepted in the United States of America.





As
      discussed in Note 1 to the consolidated financial statements, the Company
      changed its method of accounting for stock-based compensation upon adoption
      of
      Statements of Financial Accounting Standards No. 123R, “Share-Based Payment”.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 2 to the
      consolidated financial statements, the Company has sustained substantial losses
      and it has an accumulated deficit at November 30, 2006. These conditions raise
      substantial doubt about the Company’s ability to continue as a going concern.
      Management’s plans in regard to these matters are also described in Note 2. The
      consolidated financial statements do not include any adjustments relating to
      the
      recoverability and classification of reported asset amounts or the amounts
      and
      classification of liabilities that might result from the outcome of this
      uncertainty.




J.
      H.
      Cohn LLP




Roseland,
      NJ


March
      2,
      2007




-F3-




**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Consolidated
      Balance Sheets**


**November
      30, 2007 and 2006**





ASSETS





2007
            
            2006Current
                assets:Cash
                and cash equivalents
            
            $
            411,691
            
            $
            77,611Accounts
                and royalties receivable
            
            
            31,582
            
            
            17,620Other
                current assets
            
            
            59,431
            
            
            42,806Total
                current assets
            
            
            502,704
            
            
            138,037Equipment
                and improvements, net
            
            
            36,354
            
            
            132,140License
                agreementIntangible
                assets, net of accumulated amortization 2007, $155,322; 2006,
                $86,290
            
            
            1,130,397
            
            
            1,199,429Other
                assets
            
            
            22,210
            
            
            35,891Total
                Assets
            
            $
            1,691,665
            
            $
            1,505,497





See
      accompanying notes to consolidated financial statements.




-F4-





**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Consolidated
      Balance Sheets**


**November
      30, 2007 and 2006**





LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)





2007
            
            2006Current
                liabilities:Convertible
                debentures (net of discount of $2,995)
            
            $
            44,924Due
                stockholders and affiliates
            
            
            202,081Accounts
                payable and accrued expenses
            
            
            1,383,424
            
            
            1,134,321Current
                portion of deferred income
            
            
            94,440
            
            
            29,159Total
                current liabilities
            
            
            1,724,869
            
            
            1,163,480Non-current
                liabilities:Convertible
                debenture ( net of discount of $85,000)
            
            
            15,000Deferred
                income, net of current portion
            
            
            745,329
            
            
            52,000Total
                non-current liabilities
            
            
            760,329
            
            
            52,000Total
                liabilities
            
            
            2,485,198
            
            
            1,215,480Minority
                interest
            
            
            
            
            
            14,248Commitments
                and contingenciesSeries
                B Redeemable Convertible Preferred, 17,000 designated as series B,
                2007:
                16,262 shares issued and outstanding, 2006: 16,877 shares issued
                and
                outstanding liquidation value of $1,839,248 and $1,700,709
            
            
            1,737,748
            
            
            1,660,709Stockholders'
                equity (deficiency):Series
                I Preferred stock, $.01 per value: 1,000,000 shares authorized, 12,200
                shares designated as Series I convertible preferred issued and
                outstanding, liquidation value of $1,220,000
            
            
            121
            
            
            121Common
                stock, $.01 par value: 200,000,000 shares authorized, 2007: 48,690,777
                shares issued and outstanding, 2006: 38,479,499 shares issued and
                outstanding
            
            
            486,908
            
            
            384,795Additional
                paid-in capital
            
            
            33,365,590
            
            
            31,289,858Accumulated
                deficit
            
            
            (36,383,900
            )
            
            (33,059,714
            )Total
                stockholders' equity (deficiency)
            
            
            (2,531,281
            )
            
            (1,384,940
            )Total
                Liabilities and Stockholders' Equity (deficiency)
            
            $
            1,691,665
            
            $
            1,505,497





See
      accompanying notes to consolidated financial statements.




-F5-





**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Statements
      of Operations**


**November
      30, 2007 and 2006**





2007
            
            2006Revenue
            
            $
            251,797
            
            $
            679,881Operating
                expenses:Selling,
                general and administrative
            
            
            2,519,384
            
            
            4,097,346Research
                and development
            
            
            757,866
            
            
            2,252,250Depreciation
                and amortization
            
            
            113,815
            
            
            127,316Write-down
                of license agreement due to impairment in value
            
            
            -
            
            
            232,348Total
                operating expenses
            
            
            3,391,065
            
            
            6,709,260Operating
                loss
            
            
            (3,139,268
            )
            
            (6,029,379
            )Other
                income (expense):Gain
                on sale of equipment
            
            
            11,488Loss
                on abandonment of equipment
            
            
            (7,263
            )Loss
                on sale of marketable securities
            
            
            
            
            
            (24,712
            )Interest
                expense
            
            
            (86,014
            )
            
            (4,919
            )Interest
                and dividend income
            
            
            4
            
            
            24,351Other
            
            
            34,167Minority
                interest in net loss of subsidiary
            
            
            14,248
            
            
            616,407Total
                other income (expense)
            
            
            (33,370
            )
            
            611,127Net
                loss
            
            
            (3,172,638
            )
            
            (5,418,252
            )Preferred
                stock dividends
            
            
            (151,548
            )
            
            (60,053
            )Non-cash
                deemed dividend related to beneficial conversion feature of Series
                B
                Preferred stock
            
            
            
            
            
            (1,700,000
            )Net
                loss applicable to common stockholders
            
            $
            (3,324,186
            )
            $
            (7,178,305
            )Net
                loss per share applicable to common stockholders – basic and
                diluted
            
            $
            (0.07
            )
            $
            (0.20
            )Weighted
                average number of common shares outstanding – basic and
                diluted
            
            
            44,400,864
            
            
            35,312,804





See
      accompanying notes to consolidated financial statements.




-F6-





**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Consolidated
      Statements of Stockholders' Equity (Deficiency)**


**For
      The Years ended November 30, 2007 and 2006**





**Series I Preferred**
              **Stock**
            
            **Common
                Stock****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Additional
                Paid-**
              **in
                Capital**
            
            **Accumulated**
              **Deficit**
            
            **Accumulated
                other comprehensive Income (Loss****)**
            
            **Total
                stockholders**
              **Equity
                (Deficiency)**Balance,
                November 30, 2005
            
            
            15,000
            
            $
            150
            
            
            33,046,811
            
            $
            330,468
            
            $
            28,227,833
            
            $
            (25,881,409
            )
            $
            (1,261
            )
            $
            2,675,781Stock-based
                compensation for services
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            456,292
            
            
            
            
            
            
            
            
            456,292Common
                stock issued for services and settlement of accrued
                expenses
            
            
            
            
            
            
            
            
            1,791,425
            
            
            17,915
            
            
            607,916
            
            
            
            
            
            
            
            
            625,831Common
                stock issued in conjunction with equity line
            
            
            
            
            
            
            
            
            1,572,327
            
            
            15,723
            
            
            (15,723
            )Conversion
                of preferred stock into common
            
            
            (2,800
            )
            
            (29
            )
            
            1,000,000
            
            
            10,000
            
            
            (9,971
            )Common
                stock issued in settlement of lawsuit
            
            
            
            
            
            
            
            
            90,000
            
            
            900
            
            
            33,300
            
            
            
            
            
            
            
            
            34,200Proceeds
                from issuance of common stock to Fusion Capital as a put under the
                Company’s equity line of credit
            
            
            
            
            
            
            
            
            978,936
            
            
            9,789
            
            
            290,211
            
            
            
            
            
            
            
            
            300,000Non-cash
                deemed dividend related to beneficial conversion feature of series
                B
                preferred stock
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,700,000
            
            
            (1,700,000
            )Dividends
                on preferred stock
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (60,053
            )
            
            
            
            
            (60,053
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (5,418,252
            )(A)
            
            
            
            
            (5,418,252
            )Unrealized
                gain on marketable securities
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,261
            
            
            1,261Balance
                November 30, 2006
            
            
            12,200
            
            $
            121
            
            
            38,479,499
            
            $
            384,795
            
            $
            31,289,858
            
            $
            (33,059,714
            )
            $
            0
            
            $
            (1,384,940
            )





(A)
      Comprehensive net loss (net loss plus unrealized gain on marketable equity
      securities) for the year ended November 30, 2006 $(5,416,991).





See
      accompanying notes to consolidated financial statements.




-F7-





**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Consolidated
      Statements of Stockholders' Equity (Deficiency)**





**Series
                I**
              **Preferred stock**
              **Shares Amount**
            
            **Common Stock**
              **Shares Amount**
            
            **Additional
                Paid-in**
              **Capital**
            
            **Accumulated**
              **Deficit**
            
            **Accumulated
                other comprehensive**
              **Income (Loss)**
            
            **Total
                stockholders**
              **Equity
                Deficiency**Balance,
                November 30, 2006
            
            
            12,200
            
            $
            121
            
            
            38,479,499
            
            $
            384,795
            
            $
            31,289,858
            
            $
            (33,059,714
            )
            
            0
            
            
            ($1,384,940
            )Stock-based
                compensation for services
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            316,839
            
            
            
            
            
            
            
            
            316,839Common
                stock issued for services and settlement of accrued expenses
            
            
            
            
            
            
            
            
            8,189,204
            
            
            81,892
            
            
            812,256
            
            
            
            
            
            
            
            
            894,148Stock-based
                compensation for warrants issued for pledging of shares
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            354,358
            
            
            
            
            
            
            
            
            354,358Common
                stock issued in conjunction with equity line
            
            
            
            
            
            
            
            
            2,022,074
            
            
            20,221
            
            
            429,779
            
            
            
            
            
            
            
            
            450,000Discount
                on convertible debentures (including beneficial conversion
                charge)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            162,500
            
            
            
            
            
            
            
            
            162,500Dividends
                on preferred stock
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (151,548
            )
            
            
            
            
            (151,548
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (3,172,638
            )
            
            
            
            
            (3,172,638
            )Balance,
                November 30, 2007
            
            
            12,200
            
            $
            121
            
            
            48,690,777
            
            $
            486,908
            
            $
            33,365,590
            
            $
            (36,383,900
            )
            $
            0
            
            $
            (2,531,281
            )





See
      accompanying notes to consolidated financial statements.




-F8-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Consolidated
      Statements of Cash Flows**


**For
      The Years ended November 30, 2007 and 2006**





2007
            
            2006Cash
                flows from operating activities:Net
                loss
            
            $
            (3,172,638
            )
            $
            (5,418,252
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Write-down
                of license agreement
            
            
            -
            
            
            232,348Depreciation
                and amortization
            
            
            113,815
            
            
            127,316Amortization
                of bond discount (premium)
            
            
            -
            
            
            2,823Amortization
                of discount and beneficial conversion feature of convertible
                debentures
            
            
            74,505Loss
                on sale of marketable securities
            
            
            -
            
            
            23,451Common
                stock issued for services
            
            
            715,648
            
            
            625,831Common
                stock issued for legal settlements
            
            
            -
            
            
            34,200Stock-based
                compensation for services and pledging of stock
            
            
            671,197
            
            
            456,292Minority
                interest in loss of subsidiary
            
            
            (14,248
            )
            
            (616,407
            )XenoTech
                deferred income recognized
            
            
            -
            
            
            (533,334
            )Allowance
                for bad debts
            
            
            -
            
            
            47,519Loss
                on abandonment of equipment
            
            
            7,263Gain
                on sale of equipment
            
            
            (11,488
            )Changes
                in operating assets and liabilities:Accounts,
                royalties and interest and dividends receivable
            
            
            (13,962
            )
            
            72,379Other
                current assets
            
            
            (16,625
            )
            
            20,227Other
                assets
            
            
            13,681
            
            
            (4,939
            )Accounts
                payable and accrued expenses
            
            
            452,175
            
            
            528,845Deferred
                income
            
            
            758,610
            
            
            (28,760
            )Net
                cash used in operating activities
            
            $
            (420,896
            )
            
            (4,430,461
            )





See
      accompanying notes to consolidated financial statements.




-F9-





**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Consolidated
      Statements of Cash Flows**


**For
      The Years ended November 30, 2007 and 2006**





2007
            
            2006Cash
                flows from investing activities:Purchase
                of equipment
            
            
            -
            
            
            (21,248
            )Proceeds
                from sale of equipment
            
            
            29,485Proceeds
                from sale of marketable securities
            
            
            -
            
            
            1,113,188Net
                cash provided by (used in) investing activities:
            
            
            29,485
            
            
            1,091,940Cash
                flows from financing activities:Proceeds
                from issuance of common stock, net
            
            
            450,000
            
            
            300,000Proceeds
                from issuance of preferred stock
            
            
            -
            
            
            1,660,000Proceeds
                from issuance of convertible debentures
            
            
            350,000Proceeds
                from notes payable to stockholder
            
            
            30,000Payments
                of notes payable to stockholder
            
            
            (30,000
            )Preferred
                stock dividends
            
            
            (13,009
            )
            
            (47,043
            )Redemption
                of Series B convertible Preferred stock
            
            
            (61,500
            )
            
            (12,300
            )Net
                cash provided by financing activities
            
            
            725,491
            
            
            1,900,657Net
                increase (decrease) in cash and cash equivalents
            
            
            334,080
            
            
            (1,437,864
            )Cash
                and cash equivalents, beginning of year
            
            
            77,611
            
            
            1,515,475Cash
                and cash equivalents, end of year
            
            $
            411,691
            
            $
            77,611Supplemental
                disclosures:Interest
                paid
            
            $
            9,087
            
            $
            4,919Non-cash
                transactions:Settlement
                of accrued expenses with common stock
            
            $
            178,500
            
            $
            45,000Settlement
                of accounts payable with transfer of equipment
            
            $
            24,572
            
            
            -




-F10-




**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      1 - Organization and Summary of Significant Accounting
      Policies**





Organization *–* MultiCell
      Technologies, Inc. (“MultiCell”), operates three subsidiaries, MCT Rhode Island
      Corp., Xenogenics Corporation (“Xenogenics”), and MultiCell Immunotherapeutics,
      Inc. (“MCTI”). MCT Rhode Island Corp. (“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 November 30, 2007. 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 MultiCell Immunotherapeutics, Inc. during
      September 2005, the Company is pursuing research and development of therapeutics
      in addition to continuing to advance its cellular systems business.





*Basis
      of Consolidation* –
The
      consolidated financial statements include the accounts of MultiCell Technologies
      Inc. and its subsidiaries. All significant intercompany balances and
      transactions have been eliminated in consolidation. Non-controlling interests
      in
      consolidated subsidiaries are recognized as minority interest. Losses from
      consolidated subsidiaries are allocated between the Company and the minority
      interest based upon the percentages owed. When losses applicable to the minority
      interest in a consolidated subsidiary exceed the minority interest in the equity
      capital of the subsidiary, such excess and any further losses applicable to
      the
      minority interest are charged against the operations of the
      Company.





*Cash
      and Cash Equivalents* –
The
      Company considers all unrestricted highly liquid investments purchased with
      a
      maturity of three months or less to be cash equivalents.





*Fair
      Value of Financial Instruments* –
The
      carrying amounts of cash and cash equivalents, accounts and royalties
      receivable, accounts payable, and accrued expenses approximate fair market
      value
      because of the short maturity of those instruments. The fair value of the
      convertible debentures were 147,919 at November 30,2007.





*Credit
      Risk* –
It
      is
      the Company’s practice to place its cash equivalents in high quality money
      market securities with one major banking institution. Periodically, the Company
      maintains cash balances at this institution (at November 30, 2007, approximately
      $311,691) that exceeds the Federal Deposit Insurance Corporation insurance
      limit
      of $100,000 per bank. The Company considers its credit risk associated with
      cash
      and cash equivalents to be minimal. The Company does not require collateral
      from
      its customers. The Company closely monitors the extension of credit to its
      customers while maintaining an allowance for potential credit losses. On a
      periodic basis, management evaluates its accounts receivable and, if warranted,
      adjusts its allowance for doubtful accounts based on historical experience
      and
      current credit considerations. However, accounts receivable at November 30,
      2007
      consist primarily of amounts due under contractual agreements. In the opinion
      of
      management, all accounts receivable at November 30, 2007 and 2006, related
      to
      contractual agreements are collectible; accordingly, the Company recorded no
      allowance for doubtful accounts.





*Revenue
      Recognition* –
The
      Company's revenues have been generated primarily from contractual research
      activities and royalties on the license for the sale of cells through its sale
      and distribution agreement with XenoTech, LLC ("XenoTech"). Management believes
      such sources of revenue will be part of the Company's ongoing operations. The
      Company applies the guidance provided by SEC Staff Accounting Bulletin. Topic
      13, "Revenue Recognition" ("Topic 13"). Under the provisions of Topic 13, the
      Company recognizes revenue from commercial and government research agreements
      as
      services are performed, provided a contractual arrangement exists, the contract
      price is fixed or determinable and the collection of the contractual amounts
      is
      reasonably assured. In situations where the Company receives payment in advance
      of the performance of services, such amounts are deferred and recognized as
      revenue as the related services are performed. Deferred revenues associated
      with
      services expected to be performed within the 12 - month period subsequent to
      the
      balance sheet date are classified as a current liability. Deferred revenues
      associated with services expected to be performed at a later date are classified
      as non-current liabilities.




-F11-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      1 - Organization and Summary of Significant Accounting Policies
      (Continued)**





Prior
      to
      December 1, 2004, the Company had recognized revenues under the XenoTech
      agreement based on the minimum royalty amount for each period because it had
      received a prepayment of a substantial portion of the amount due. XenoTech
      was
      required to pay a $2.1 million minimum royalty amount for the current fiscal
      year as a condition of its exclusivity. Since collection of the contractual
      amount was no longer reasonably assured and, in accordance with SEC Staff
      Accounting Bulletin Topic 13, commencing December 1, 2004, the Company began
      recognizing revenues under the XenoTech agreement based on the agreement’s
      royalty percentage applied to XenoTech’s actual sales for the period instead of
      the minimum royalty amount. Such
      revenues amounted to $55,382 for the year ended November 30, 2006 .
      On
      February 1, 2006, the Company terminated the agreement with XenoTech due to
      the
      failure of XenoTech, with due notice, to cure various breaches within the time
      allotted by the agreement, including the payment of minimum royalties to
      maintain exclusivity. As a result of this termination and the Company’s
      recognition of the initial non-refundable payment of $800,000, over the 7-year
      term of the agreement, the Company recognized income for the remaining amount
      of
      deferred income of $533,334 in fiscal year ended November 30, 2006.





*Equipment
      and Improvements* –
      Equipment and improvements are valued at cost. Improvements to leased properties
      are amortized using the straight-line method over their estimated useful lives
      or the remaining lease period, whichever is shorter. Depreciation for equipment
      and furniture is provided using the straight-line method over the estimated
      useful lives of the assets, generally three to five years.





*License
      Agreements*– Costs
      incurred to obtain license agreements for which income can be projected are
      capitalized. The Company amortizes these costs on a straight-line basis over
      the
      term of the respective license agreement. Amortization totaled $0 and $17,652
      for each of the years ended November 30, 2007 and 2006. License agreements
      for
      which no income can be projected are expensed in the year incurred.





*Intangible
      Assets.* In
      accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, the
      Company does not amortize intangible assets with indefinite useful lives. The
      Company amortizes identifiable intangible assets over the estimated useful
      lives
      of the assets. The Company performs its annual intangible asset impairment
      tests
      during the fourth quarter of its fiscal year and more frequently if an event
      or
      circumstance indicates that impairment has occurred. If the assets were
      considered to be impaired, the impairment charge would be the amount by which
      the carrying value of the assets exceeds the fair value of the
      assets.





*Impairment
      of long-lived assets*– The
      impairment of long-lived assets that do not have indefinite lives, such as
      equipment, patents, and license agreements, is recognized when events or changes
      in circumstances indicate that the undiscounted cash flows estimated to be
      generated by such assets are less than their carrying value and, accordingly,
      all or a portion of such carrying value may not be recoverable. Impairment
      losses are then measured by comparing the fair value of assets to their carrying
      amounts. As of November 30, 2006, management tested the carrying value of its
      license agreement with Rhode Island Hospital for impairment and concluded that
      it had been impaired. Therefore, the Company recognized a charge of $232,348
      to
      write down the estimated value of the license agreement in the year ended
      November 30, 2006. (See Note 5). As of November 30, 2007, management tested
      the
      carrying value of the remaining non tangible assets and concluded they were
      not
      impaired.





*Stock
      Based Compensation*– The
      Company has stockholder approved stock incentive plans for employees, directors,
      officers and consultants. Prior to December 1, 2005, the Company accounted
      for
      the employee, director and officer plans using the intrinsic value method under
      the recognition and measurement provisions of Accounting Principles Board
      ("APB") No.25, "Accounting for Stock Issued to Employees" and related
      interpretations, as permitted by Statement of Financial Accounting Standards
      ("
      SFAS" or "Statement") No. 123, "Accounting for Stock-Based
      Compensation".





Effective
      December 1, 2005, the company adopted SFAS No. 123 R, "Share-based Payment",
      (Statement 123 R") for employee options using the modified prospective
      transition method. Statement 123 R revised Statement 123 to eliminate the option
      to use the intrinsic value method and required the Company to expense the fair
      value of all employee options over the vesting period. Under the modified
      prospective transition method, the Company recognized compensation cost for
      the
      years ending November 30, 2007 and 2006 which includes a period compensation
      cost related to share-based payments granted prior to, but not yet vested,
      as of
      December 1, 2005, based on the grant date fair value estimated in accordance
      with the original provisions of Statement 123; and b) period compensation cost
      related to share-based payments granted on or after December 1, 2005 based
      on
      the grant date fair value estimated in accordance with Statement 123 R. In
      accordance with the modified prospective method, the Company has not restated
      prior period results.




-F12-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      1 - Organization and Summary of Significant Accounting Policies
      (Continued**





Beginning
      December 1, 2005, the Company is recognizing compensation expense for stock
      option awards to employees based on their grant-date fair value. We utilize
      the
      Black-Scholes model to measure the value of an employee option. Our estimates
      of
      employee stock option values rely on estimates of factors we input into the
      Black-Scholes model. The key factors involve an estimate of future uncertain
      events. We determine expected volatility based on historical activity. We
      believe that these market-based inputs provide a better estimate of our future
      stock price movements. We also use historical exercise patterns as our best
      estimate of future exercise patterns. We utilize historical turnover rates
      in
      estimating expected forfeitures. We have incorporated the following assumptions
      into the Black-Scholes model for the years ended November 30, 2007 and
      2006:




2007
            
            2006Risk-free
                interest rate
            
            
            3.26-4.96
            %
            
            4.42-5.07
            %Expected
                weighted average term (in years)
            
            
            1.58
                -5.0
            
            
            3.54
                -5.0Expected
                weighted average volatility
            
            
            73%
                -146
            %
            
            68%
                -94
            %Expected
                dividend yield
            
            
            0
            %
            
            0
            %





The
      weighted average fair value per share for stock options granted to employees
      during years ended November 30, 2007, and 2006 was $0.16 and $0.41,
      respectively.





The
      Company recognized compensation expense related to stock option grants on a
      straight-line basis over the vesting period. For the year ended November 30,
      2007 and 2006, the Company recognized share-based employee compensation cost
      of
      $261,669 and $419,404 in accordance with Statement 123 R of which $221,780
      and
      $295,529 of this expense resulted from the grants of stock options to employees
      and directors of the Company on or prior to November 30, 2005. The balance
      of
      $39,889 and $123,879 respectively relates to the granting of stock options
      to
      employees and officers on or after December 1, 2005. The Company did not
      capitalize any share-based compensation cost. Options granted to consultants
      and
      other non-employees are accounted for in accordance with EITF No. 96-18
      "Accounting for Equity Instruments That Are Issued to Other than Employees
      for
      Acquiring, or in Conjunction with Selling, Goods or Services". Accordingly,
      such
      options are recorded at fair value at the date of grant and subsequently
      adjusted to fair value at the end of each reporting period until such options
      vest, and the fair value of the options, as adjusted, is amortized to consulting
      expense over the related vesting period. Compensation expense related to stock
      option grants to consultants and non-employees totaled $55,170 for the year
      ended November 30, 2007.





As
      result
      of adopting Statement 123R, net loss for the year ended November 30, 2007 and
      2006 was greater than if the Company had continued to account for share-based
      compensation under APB 25 by $316,839 and $419,404. The effect of adopting
      Statement 123R on basic and diluted loss per share for the year ended November
      30, 2007 and 2006 was $0.01 and $0.01.




The
      total
      compensation related to nonvested awards not yet recognized was $26,949. The
      Company is expected to recognize these awards in the next year.




*Research
      and Development Costs -* Research
      and development costs are expensed as incurred.





*Income
      Taxes* –
      Deferred income taxes are provided for the estimated tax effects of temporary
      differences between income for tax and financial reporting purposes. A valuation
      allowance is provided against deferred tax assets, where realization is
      uncertain. The income tax provision consists of current tax expense for the
      period plus or minus the change during the period in deferred tax assets and
      liabilities.




-F13-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      1 - Organization and Summary of Significant Accounting Policies
      (Continued**





*Comprehensive
      Loss*– Comprehensive
      loss, which is reported on the accompanying consolidated statement of
      stockholders' equity as a component of accumulated other comprehensive loss,
      consists of net loss and other gains and losses affecting stockholders' equity
      that, under accounting principles generally accepted in the United States of
      America, are excluded from net loss. For the Company, comprehensive loss
      consisted of the net loss adjusted for the unrealized holding gains and losses
      on the Company's available-for-sale marketable securities at November 30,
      2006.





*Loss
      Per Common Share* –
The
      Company computes basic and diluted loss per common share amounts for 2007 and
      2006 pursuant to Statement of Financial Accounting Standards No. 128, “Earnings
      Per Share”. Basic loss per common share is computed by dividing the net loss
      applicable to common stockholders by the weighted average common shares
      outstanding during each period. Since the Company incurred losses during the
      years ended 2007 and 2006, the assumed effects of the exercise of outstanding
      stock options and warrants, and the conversion of convertible preferred stock
      were anti-dilutive and, accordingly, diluted per common share amounts equal
      basic loss per share amounts and have not been separately presented in the
      accompanying consolidated statements of operations. The total number of common
      shares potentially issuable upon exercise or conversion excluded from the
      calculation of diluted loss per common share for the years ended November 30,
      2007 and 2006 was 51,003,684 and 36,840,063, respectively.





*Use
      of Estimates* –
The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities, and disclosure of contingent assets and liabilities,
      at
      the dates of these financial statements, and the reported amounts of revenues
      and expenses during the reporting periods. Actual results could differ from
      those estimates.





*Risks
      and Uncertainties* –
The
      Company is dependent on continued financing from investors and obtaining new
      research grants to sustain the development and other activities necessary to
      commercialize new products. Management is seeking additional financing in order
      to fund its future activities. There is no assurance, however, that such
      financing will be available, if and when needed, or if available, that such
      financing will be completed on commercially favorable terms, or that such
      development and other activities in connection with its planned products will
      be
      successful.





*Environmental
      Remediation* – Environmental
      expenditures that relate to current operations are expensed or capitalized
      as
      appropriate. Expenditures that relate to an existing condition caused by past
      operations, and do not contribute to current or future revenue generation,
      are
      expensed. Liabilities are recorded when environmental assessments and/or
      remedial efforts are probable, and the costs can be reasonably estimated.
      Generally, the timing of these accruals coincides with the Company’s commitment
      to a formal plan of action. As of November 30, 2007 and 2006, no amounts have
      been accrued for environmental liabilities.





*Accounting
        for Warrants Issued with Convertible Debentures*– The Company accounts for
        the value of warrants and the intrinsic value of beneficial conversion rights
        arising from the issuance of convertible debentures with non-detachable
        conversion rights that are in-the-money at the commitment date pursuant to
        the
        consensuses for EITF Issue No. 98-5 and EITF Issue No. 00-27. Such values
        are
        determined by first allocating an appropriate portion of the proceeds received
        from the debt instruments to the warrants or any other detachable instruments
        included in the exchange. The proceeds allocated to the
        warrants are allocated to debt discount, which is charged to interest
        expense over the term of the debt instrument. The intrinsic value of the
        beneficial conversion rights at the commitment date is recorded as additional
        paid-in capital and debt discount as of that date.




NEW
      ACCOUNTING PRONOUNCEMENTS




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.




-F14-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      1 - Organization and Summary of Significant Accounting Policies
      (Continued**




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
      July
      2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for
      Uncertainty in Income Taxes.” FIN 48 provides detailed guidance for the
      financial statement recognition, measurement and disclosure of uncertain tax
      positions recognized in an enterprise’s financial statements in accordance with
      FASB Statement No. 109, “Accounting for Income Taxes”. Tax positions must meet a
      more-likely-than-not recognition threshold at the effective date to be
      recognized upon the adoption of FIN 48 and in subsequent periods. FIN 48 will
      be
      effective for fiscal years beginning after December 15, 2006 and the provisions
      of FIN 48 will be applied to all tax positions upon initial adoption of the
      Interpretation. The cumulative effect of applying the provisions of this
      Interpretation will be reported as an adjustment to the opening balance of
      retained earnings for that fiscal year. The adoption of FIN 48 is not expected
      to have a material impact on the Company’s financial statements.





In
      September 2006, the Financial Accounting Standards Board (FASB) issued
      SFAS No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles and expands disclosures about fair
      value measurements. SFAS No. 157 is effective for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years. 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
      does
      not expect the adoption of SFAS No. 157 to have a material impact on our
      consolidated financial statements.




In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial
      Liabilities* .
      SFAS
      No. 159 permits companies to choose to measure many financial instruments
      and certain other items at fair value. SFAS No. 159 is effective for
      financial statements issued for fiscal years beginning after November 15,
      2007. The Company does not expect the adoption of SFAS No. 159 to have a
      material impact on our consolidated financial statements.





In
      December 2007, the FASB issued SFAS No. 141(R), *Business
      Combinations* ,
      and
      SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements.* SFAS
      No. 141(R) requires an acquirer to measure the identifiable assets
      acquired, the liabilities assumed and any non-controlling interest in the
      acquiree at their fair values on the acquisition date, with goodwill being
      the
      excess value over the net identifiable assets acquired. SFAS No. 160
      clarifies that a non-controlling interest in a subsidiary should be reported
      as
      equity in the consolidated financial statements, consolidated net income shall
      be adjusted to include the net income attributed to the non-controlling interest
      and consolidated comprehensive income shall be adjusted to include the
      comprehensive income attributed to the non-controlling interest. The calculation
      of earnings per share will continue to be based on income amounts attributable
      to the parent. SFAS No. 141(R) and SFAS No. 160 are effective for
      financial statements issued for fiscal years beginning after December 15,
      2008. Early adoption is prohibited. Upon adoption of of SFAS
      No. 141(R) or SFAS No. 160, the Company will be required to
      reclassify the minority interest reflected on the accompanying balance sheet
      to
      equity




**Note
      2 - Going Concern**




These
      condensed consolidated financial statements have been prepared assuming that
      the
      Company will continue as a going concern. As of November 30, 2007, the Company
      has operating and liquidity concerns and, as a result of recurring losses,
      has
      incurred an accumulated deficit of $36,383,900. 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 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, we may have to
      prioritize our therapeutic programs and delays may be necessary in some of
      our
      development programs.


-F15-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**




**Note
      2 - Going Concern (Continued)**




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 our 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
      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, 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. The warrants have an exercise price of
      $0.32 per share and a term of five years which will expire on July 14, 2011.
      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.




The
      Company entered into a debentures purchase agreement and received in total
      $350,000 through November 30, 2007 by issuing convertible debentures. See Note
      14 for additional information.




During
      July 2007 an Officer and Director of the Company advanced the Company $30,000
      in
      the form of two short term notes.


-F16-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**




**Note
      2 - Going Concern (Continued)**




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). Corning will pay MultiCell
      a
      non-refundable license fee, purchase certain inventory and equipment related
      to
      MultiCell’s Fa2N-4 cell line business, hire certain MultiCell scientific
      personnel, and pay for access to MultiCell’s laboratories during the transfer of
      the Fa2N-4 cell lines to Corning.





MultiCell
      will retain and 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 BioFactoriesTM 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 will purchase inventory and equipment from MultiCell and will reimburse
      MultiCell for laboratory costs and other expenses during a transition period
      which could take up to four months. The Company will recognize the income
      ratably over a 17 year period. The Company recognized $7,353 in income for
      the
      year ended November 30, 2007.





**Note
      3**–**Equipment and Improvements**





Equipment
      and improvements are valued at cost, less accumulated depreciation and
      amortization and is comprised of the following:




2007
            
            2006Lab
                equipment
            
            $
            125,550
            
            $
            282,708Furniture
                and fixtures
            
            
            49,035
            
            
            84,051174,585
            
            
            366,759Less:
                Accumulated depreciation and amortization
            
            
            138,231
            
            
            234,619Property
                and equipment, net
            
            $
            36,354
            
            $
            132,140





During
      the year ended November 30, 2007, the Company sold furniture and laboratory
      equipment to several purchasers for $29,485 and reported a gain on the sale
      of
      $11,448. The Company also made an agreement with the landlords of the California
      laboratory to transfer laboratory equipment in settlement of rent and utilities
      due which amounted to $24,572. The Company reported a loss of $1,131 from this
      transaction.





Additional
      equipment was sold in December 2007 to InCytu in the amount of
      $34,665.





The
      Company recorded depreciation expense of $44,783 and $40,632 in the years ended
      November 30, 2007 and 2006, respectively.





**Note
      4**–**Real Estate Held for Sale**





The
      Company purchased a parcel of undeveloped land near the Grand Canyon in February
      1992 and during the year ended November 30, 1995; the Company tested the land
      for impairment and expensed all but the remaining fair market value of
      $47,200.


-F17-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      5**–**License Agreements**





In
      September 2001, MultiCell completed the purchase of its cell line business
      and,
      as a result, it acquired an exclusive license agreement with Rhode Island
      Hospital for the use of four patents owned by the hospital related to liver
      cell
      lines and liver assist devices. The primary patent acquired and being utilized
      is for immortalized hepatocytes (see Note 7). As of November 30, 2006,
      management tested the carrying value of the license agreement for impairment
      and
      concluded that it had been impaired. Therefore, the Company recognized a charge
      of $232,348 to write down the estimated value of the license agreement in the
      year ended November 30, 2006. The license agreement had a net carrying value
      of
      $0 as of November 30, 2006, which represented the original cost of $2,433,393
      allocated in connection with the acquisition, net of accumulated amortization
      of
      $2,433,393 at November 30, 2006, respectively. Amortization expense totaled
      $17,652 for the year ended November 30, 2006, (in addition to the charge to
      write down the estimated value of the license agreement of $232,348 in the
      year
      ended November 30, 2006). The Company will pay the hospital a 5% royalty on
      net
      sales derived from licenses based upon the patented technology, until it has
      paid a total of $550,000. As of November 30, 2006, no significant payments
      had
      been made under this license agreement. After royalties totaling $550,000 have
      been paid, the Company pays a 2% royalty instead of a 5% royalty for the life
      of
      the patent.




On
      December 31, 2005, the Company entered into a worldwide Exclusive License
      Agreement (the “License Agreement”) with Amarin Neuroscience Limited (“Amarin”).
      Among other things, the License Agreement provides that Amarin shall grant
      to
      the Company and its affiliates an exclusive worldwide license with respect
      to
      therapeutic or commercial uses of certain technology of Amarin, including
      LAX-202 (to be renamed MCT-125), and the Company shall develop and seek to
      commercialize products based on such technology. The initial technology to
      be
      developed is Amarin’s LAX-202, which is a potential treatment for fatigue in
      patients diagnosed with multiple sclerosis.




The
      agreement, which is for a term equal to the life of the patents licensed,
      required MultiCell to make an initial non-refundable payment of $500,000 to
      Amarin in January 2006 in addition to a second non-refundable payment of
      $500,000 in May 2006. In addition, the parties shall have a four-year mutual
      option to exclusively negotiate with the other with respect to entering into
      a
      commercial agreement with respect to certain additional patents owned by Amarin
      related to the technology licensed to the Company. MultiCell will pay to Amarin
      (a) a one-time license fee, (b) milestone payments based on time, approval
      by
      the Food and Drug Administration of any products developed under the License
      Agreement, and sales by MultiCell of such products, and (c) royalty payments
      based on sales by MultiCell of any such products.




Amarin
      shall retain ownership of all licensed patent rights under the License
      Agreement. The License Agreement further includes customary provisions related
      to, among other things, indemnification, insurance, maintenance of patent
      rights, confidentiality, and arbitration.




On
      June
      28, 2006, the Company entered into a letter agreement with Amarin amending
      the
      timing of the second license payment to be made to Amarin as outlined in the
      original License Agreement. In that letter agreement, the parties agreed to
      extend the deadline for the Company to make its second licensing payment which
      was to be made in May 2006. Under the terms of the agreement, the original
      second payment due to Amarin will be split into three payments. The first
      payment of $100,000 was made on July 17, 2006, the second payment was made
      on
      November 2, 2006, and the final payment for 2006 was made on December 13, 2006.
      Since no income can be projected from this license, the Company has recorded
      as
      a charge to research and development of $700,000 during the year ended November
      30, 2007.





On
      April
      20, 2007, the Company entered into a license agreement with Eisai Co., Ltd
      (“Eisai”). According to the agreement, the Company granted Eisai a nonexclusive
      license, which permits the use by Eisai of licenses samples and culture media
      for the use of this patent and license. Eisai agreed to pay the Company
      65,000,000 YEN (approximately US $545,000) over a five-year period. The first
      payment of 13,000,000 YEN (approximately US $109,000) was due upon the signing
      of the agreement. Based on the conversion rate at the time of the signing,
      the
      Company received $109,070. The Company will recognize the income ratably over
      the life of the agreement. The Company recognized in income $63,948 for the
      year
      ended November 30, 2007.





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). Corning will pay MultiCell a non-refundable license fee, purchase
      certain inventory and equipment related to MultiCell’s Fa2N-4 cell line
      business, hire certain MultiCell scientific personnel, and pay for access to
      MultiCell’s laboratories during the transfer of the Fa2N-4 cell lines to
      Corning.


-F18-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      5**–**License Agreements** (Continued)





MultiCell
      will retain and 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 BioFactoriesTM 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 will purchase inventory and equipment from MultiCell and will reimburse
      MultiCell for laboratory costs and other expenses during a transition period
      which could take up to four months. The Company will recognize the income
      ratably over a 17 year period. The Company recognized $7,353 in income for
      the
      year ended November 30, 2007.





**Note
      6- Intangible Assets**


Intangible
      assets consist of patents and patent rights obtained under licensing agreements
      and are amortized on a straight-line basis over the estimated useful life which
      is 18 years. The Company estimates amortization expenses related to intangible
      assets owned as of November 30, 2007 to be approximately $69,032 per year for
      the next sixteen years.





**Note
      7- XenoTech Agreement**





In
      August, 2003, MultiCell signed an exclusive sales, manufacture and distribution
      agreement for the use of its cell lines by XenoTech, an unrelated party. The
      agreement, which is for a term of seven years, required XenoTech to make an
      initial non refundable payment of $800,000 to MultiCell in August 2003. This
      payment represented consideration for and a guarantee of Nosan, XenoTech’s
      distributor’s, the right of first negotiation for distribution rights for the
      Asia Pacific Rim, should MultiCell successfully complete the development of
      its
      cell lines for the production of proteins, other cellular constituents and
      or
      drug like molecules. This $800,000 payment was being recognized by the Company
      as revenue over the 7 year term of the agreement and was reflected as deferred
      revenue in the accompanying consolidated balance sheet at November 30,
      2005.





On
      February 1, 2006, the Company terminated the agreement with XenoTech due to
      the
      failure of XenoTech, with due notice, to cure various breaches within the time
      allotted by the agreement, including the payment of minimum royalties to
      maintain exclusivity. The Company
      recognized as income during the first quarter of 2006 the remaining deferred
      income balance $533,334 arising from the nonrefundable prepayment of $800,000
      described above due to the termination of the original license agreement.





**Note
      8**–**Income Taxes**





The
      Company provides for income taxes using an asset and liability based approach.
      Deferred income tax assets and liabilities are recorded to reflect the tax
      consequences of temporary differences between the financial statement and tax
      bases of assets and liabilities that will result in taxable or deductible
      amounts in the future based on enacted tax laws and rates applicable to the
      periods in which the differences are expected to affect taxable income.
      Valuation allowances are established when necessary to reduce deferred tax
      assets to the amount expected to be realized. The Company had net deferred
      tax
      assets of approximately $8,935,375 and $8,256,000 at November 30, 2007 and
      2006
      relating primarily to the net operating loss carry-forwards generated by its
      operations. For financial statement purposes, the deferred tax assets have
      been
      fully offset by valuation allowances due to the uncertainties related to the
      extent and timing of the Company’s future taxable income.


-F19-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      8 - Income Taxes (Continued)**





A
      reconciliation of the expected income tax benefit at the U.S. Federal income
      tax
      rate to the income tax benefit actually recognized for the years ended November
      30, 2007 and 2006 is set forth below:





2007
            
            2006Expected
                income tax benefit
            
            $
            (1,078,697
            )
            $
            (1,842,206
            )Tax
                effect of nondeductible permanent differences
            
            
            231,088
            
            
            237,019State
                income benefit, net of federal tax
            
            
            (148,080
            )
            
            (280,400
            )Net
                increase in valuation allowance
            
            
            995,689
            
            
            1,885,587Income
                tax benefit
            
            $
            0
            
            $
            0





The
      Company’s net operating loss carry-forwards expire as follows:





Year Loss Generated
            
            Balance of Loss
              Carry-forwards
            
            Year of ExpirationNovember
                30, 1999 and prior
            
            $
            5,264,158
            
            
            2008 through 2019November
                30, 2000
            
            
            1,025,963
            
            
            2020November
                30, 2001
            
            
            1,604,660
            
            
            2021November
                30, 2002
            
            
            1,516,313
            
            
            2022November
                30, 2003
            
            
            369,377
            
            
            2023November
                30, 2004
            
            
            1,561,148
            
            
            2024November
                30, 2005
            
            
            4,082,489
            
            
            2025November
                30, 2006
            
            
            5,218,031
            
            
            2026November
                30, 2007
            
            
            1,696,299
            
            
            2027Total
            
            $
            22,338,438




**Note
      9 — Lease Commitments**





On
      April
      6, 2005, the Company entered into a three-year sublease agreement to lease
      a
      Lincoln, Rhode Island facility that houses activities related to administration,
      research and development. In November 2007, the Company terminated the lease
      and
      entered into a new sublease agreement.





On
      October 22, 2007, the Company renegotiated the sublease agreement for a smaller
      space in the same facility. The Company agreed to pay $3,267 per month until
      expiration on April 30, 2008. The Company was also required to pay in advance
      all the rent payable during the term in the amount of $16,878.





On
      September 1, 2006, the Company entered into a one-year sublease agreement to
      lease a San Diego, California research facility. This lease was terminated
      in
      August 2007.





Rent
      expense under the Company’s operating leases was $187,453and $188,612 for the
      fiscal years ended November 30, 2007 and 2006, respectively.




**Note
      10**–**Warrants**




On
      January 24, 2006, the Company issued a warrant to purchase common stock (the
      “Warrant”) to Trilogy Capital Partners, Inc. (the “Holder”). Pursuant to the
      Warrant, the Holder is entitled to purchase from the Company up to 1,000,000
      shares of the Company’s common stock, at an exercise price per share of $0.59.
      The warrants are fully vested and immediately exercisable. The Warrant shall
      expire and shall no longer be exercisable on the earlier of February 1, 2009
      or
      any change of control of the Company. The Company granted piggyback registration
      rights to the Holder with respect to the Warrant and the shares exercisable
      thereunder. The Company recorded charges associated with the warrant of $335,281
      to selling, general and administrative expenses during the fiscal year ended
      November 30, 2006.


-F20-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      10**–**Warrants (Continued)**




On
      May 3,
      2006, as consideration for entering into a Common Stock Purchase Agreement
      (see
      Note 13), the Company issued to Fusion Capital a warrant to purchase 1,572,327
      shares of its common stock. Upon execution of an amended purchase agreement
      on
      October 5, 2006, this warrant issued to Fusion Capital was cancelled and
      returned to the Company.




On
      July
      14, 2006, in connection with the private placement of the Series B convertible
      preferred stock the Company issued warrants to acquire up to 10,500,000 shares
      of the Company’s common stock at an exercise price of $0.35 per share. The
      warrants have a term of five years and expire on July 14, 2011.




On
      August
      16, 2006, as consideration for a research report written about the Company,
      the
      Company issued to Crystal Research a warrant to purchase 200,000 shares of
      its
      common stock that vested immediately at an exercise price of $0.60 per share.
      The warrant has a term of four years the Company recorded a charge of $21,236
      to
      selling, general and administrative expense during the three months ended August
      31, 2006, based on the fair value of this warrant issued as determined by the
      Black-Scholes option pricing model.




During
      March, 2006 the Company entered into a placement agency agreement with Bristol
      Investment Group, Inc. As part of this agreement, the Company agreed to issue
      350,000 warrants. The warrants were priced at $.56 per share vested immediately
      and will expire in five years. On October 4, 2006, the Board of Directors
      authorized the grant. The Company recorded a charge of $75,616 to selling,
      general and administrative expense.




On
      February 28, 2007, as consideration for consulting fees, the Company issued
      to
      Capstone Investments a warrant to purchase 100,000 shares of it’s common stock
      at an exercise price $.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 year ended November 30, 2007, based on
      fair value of this warrant issued as determined by Black-Sholes 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 expense during the year ended November
      30,
      2007, based on fair value of this warrant issued as determined by Black-Sholes
      option pricing model.




Changes
      during the fiscal year ended November 30, 2007 in warrants outstanding for
      the
      Company were as follows:




Warrants
                outstanding at November 30, 2006
            
            
            23,160,545Granted
            
            
            13,280,401Forfeited
            
            
            (1,000,000
            )Warrants
                outstanding at November 30, 2007
            
            
            35,440,946


-F21-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      10**–**Warrants (Continued)**





Changes
      during the fiscal year ended November 30, 2006 in warrants outstanding for
      the
      Company were as follows:





Warrants
                outstanding at November 30, 2005
            
            
            12,110,546Granted
            
            
            13,622,326Forfeited
            
            
            (2,572,327
            )Warrants
                outstanding at November 30, 2006
            
            
            23,160,545





**Note
      11**–**Series I Convertible Preferred Stock**




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. The Series I preferred stock does
      not have voting rights. The purchasers also received warrants to acquire up
      to
      1,000,000 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 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.





During
      the prior fiscal year 2,800 shares of preferred stock were converted into
      1,000,000 shared of common stock




**Note
      12 - Series B Redeemable Convertible Stock**




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. 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 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.




-F22-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**




**Note
      12 - Series B Redeemable Convertible Stock (Continued)**




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. 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.




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. The terms associated with the warrants are
      described in Note 10. 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.




Proceeds
      to the Company were $1,660,000 net of $40,000 of issuance costs, of which
      $925,326 was assigned to the 10,500,000 warrants, issued utilizing the
      Black-Scholes option pricing model. The terms associated with the warrants
      are
      described in Note 10.




In
      connection with the issuance of the Series B preferred stock and warrants,
      the
      Company recorded $1,700,000 related to the beneficial conversion feature on
      the
      Series B preferred stock and fair value of the warrants as a deemed dividend.
      This deemed dividend increased the carrying value of the preferred stock. A
      beneficial conversion feature is present because the effective conversion price
      of the Series B preferred stock was less than the fair value of the common
      stock
      on the date of issuance. The beneficial conversion feature on the issuance
      of
      the Series B preferred stock was calculated as $1,244,076. However, because
      the
      combined value of the beneficial conversion feature plus the value of the
      warrants issued to the Series B preferred holders as calculated using the
      Black-Scholes pricing model exceeded the carrying value of the net proceeds
      received in the private placement, the deemed dividend recorded was limited
      to
      $1,700,000. The deemed dividend increased the loss applicable to common
      stockholders in the calculation of basic loss per common share.





During
      the current fiscal year, the Company redeemed 615 shares at $100 per share
      for a
      total of $61,500. During the prior period fiscal year, 123 shares were redeemed
      for a total of $12,300.


-F23-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      13 – Common Stock**




On
      May 3,
      2006, MultiCell entered into a common stock purchase agreement with Fusion
      Capital, which was amended and restated on October 5, 2006. Under the agreement,
      Fusion Capital is 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 has authorized 8,000,000 shares of its common stock
      for
      sale to Fusion Capital under the agreement. The number of shares ultimately
      offered for sale by Fusion Capital is dependent upon the number of shares
      purchased by Fusion Capital under the agreement. The Company does not have
      the
      right to commence any sales of its shares to Fusion Capital until the SEC has
      declared effective the registration statement. After the SEC has declared
      effective such registration statement, generally the Company has the right
      but
      not the obligation from time to time to sell its shares to Fusion Capital in
      amounts between $50,000 and $1 million depending on certain conditions.
      MultiCell has the right to control the timing and amount of any sales of its
      shares to Fusion Capital. The purchase price of the shares will be determined
      based upon the market price of the Company’s shares without any fixed discount.
      Fusion Capital shall not have the right nor the obligation to purchase any
      shares of MultiCell’s common stock on any business day that the price of its
      common stock is below $0.20. This agreement was terminated by mutual agreement
      on July 18, 2007.




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 retained the original 1,572,327
      shares of common stock and returned the warrant to the Company.




On
      March
      10, 2006, the Board of Directors voted to approve the issuance of 350,918 shares
      of common stock at $0.41 per share (the closing price on that date) to members
      of the Company’s Board of Directors and to three consultants for services
      performed during the three months ended February 28, 2006. The total value
      of
      these shares was $143,876 and the related expense is included in selling,
      general and administrative expenses.




On
      May
      23, 2006, the Board of Directors voted to approve the issuance of 387,481 shares
      of common stock at $0.36 per share (the closing price on that date) to members
      of the Company’s Board of Directors and to four consultants for services
      performed during the three months ended August 31, 2006 the total value of
      these
      shares was $139,493 and the related expense is included in selling, general
      and
      administrative expenses.




On
      March
      29, 2006, the Company’s Series I preferred stockholders converted 1,250
      preferred shares into 446,429 shares of common stock at a conversion price
      of
      $0.28 per share. On May 3, 2006, the Company’s preferred stockholders converted
      1,550 preferred shares into 553,571 shares of common stock at a conversion
      price
      of $0.28 per share.


-F24-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      13 – Common Stock (Continued)**




On
      July
      17, 2006, the Board of Directors voted to approve the issuance of 90,000 shares
      of common stock at $0.38 per share (the closing price on that date) to an
      ex-employee in settlement of a dispute. The total value of the shares was
      $34,200 and the related expense is included in selling, general and
      administrative expenses.




On
      July
      25, 2006, the Company entered into a Separation Agreement and Release with
      Anthony Cataldo, a member of the Company’s Board of Directors and a consultant
      to the Company. In connection with the execution of the agreement, on August
      1,
      2006, the Company issued 158,333 shares of common stock at $0.36 per share
      (the
      closing price on that date) to Mr. Cataldo. The total value of these shares
      was
      $57,000 and it was for the July 1, 2006 payment of $45,000 plus payment of
      $12,000 of director’s fees not previously paid. The related expense related to
      the issuance of these shares is included in selling, general and administrative
      expenses.




On
      August
      16, 2006, the Board of Directors voted to approve the issuance of 486,649 shares
      of common stock at $0.34 per share (the closing price on that date) to members
      of the Company’s Board of Directors and to three consultants for services
      performed during the three months ended August 31, 2006. The total value of
      these shares was $165,461 and the related expense is included in selling,
      general and administrative expenses.




On
      October 27, 2006, the Company issued 140,186 shares of common stock at $0.32
      per
      share (the closing price on that date) to Anthony Cataldo as partial payment
      of
      the Separation Agreement.




On  November
      17, 2006, the Board of Directors voted to approve the issuance of 267,858 shares
      of common stock at $0.28 per share (the closing price on that date) to the
      Emmes
      Group, Inc. for consulting services performed. The total value of these shares
      was $75,000 and the related expense is included in selling, general and
      administrative expenses.





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. The number of shares ultimately offered for sale by Fusion
      Capital is dependent upon the number of shares purchased by Fusion Capital
      under
      the agreement.




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 retained the original 1,572,327
      shares of common stock and returned the warrant to the Company.




During
      the year ended November 30, 2007, the Company issued 2,022,074 shares to Fusion
      Capital for a value of $450,000.





On
      January 12, 2007, the Board of Directors voted to approve the issuance of
      124,481 shares of common stock at $0.24 per share (the closing price on that
      date) to a consultant for services performed. The total value of these shares
      was $30,000 and the related expense is included in selling, general and
      administrative expenses.





On
      January 12, 2007, the Board of Directors voted to approve the issuance of
      217,842 shares of common stock at $0.24 per share (the closing price on that
      date) in settlement of accrued expenses. The total value of these shares was
      $52,500.




On
      March
      1, 2007, the Board of Directors voted to approve the issuance of 1,048,476
      shares of common stock at $0.20 per share (the closing price on that date)
      to
      members of the Company’s Board of Directors and to three consultants for
      services performed. The total value of these shares was $209,695 and the related
      expenses are included in selling, general and administrative
      expenses.


-F25-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      13 – Common Stock (Continued)**




On
      April
      3, 2007, the Board of Directors voted to approve the issuance of 397,727 and
      204,545 shares of common stock at $0.18 per share (the closing price on that
      date) to four consultants for services performed and settlement of accrued
      expenses, respectively. The total value of these shares was $106,000 and the
      related expenses are included in selling, general and administrative
      expenses.




On
      May
      15, 2007, the Board of Directors voted to approve the issuance of 244,565 shares
      of common stock at $0.18 per share (based upon the 20 day average price) to
      a
      consultant for settlement of accrued expenses. The total value of these shares
      was $45,000.




On
      May
      15, 2007, the Board of Directors voted to approve the issuance of 678,409 shares
      of common stock at $0.05 - $0.10 per share (the closing price on that date)
      to
      three consultants for services performed during the three months ended May
      31,
      2007. The total value of these shares was $42,500 and the related expenses
      are
      included in selling, general and administrative expenses.




On
      June
      14, 2007, the Board of Directors voted to approve the issuance of 600,000 shares
      of common stock at $0.075 per share in settlement of accrued expenses. The
      total
      value of these shares was $45,000.




On
      June
      14, 2007, the Board of Directors voted to approve the issuance of 971,591 shares
      of common stock at $0.108 per share to a consultant and a law firm for services
      performed. The total value of these services was $105,000 and the related
      expenses are included in selling, general and administrative
      expenses.




On
      August
      7, 2007, the Board of Directors voted to approve the issuance of 1,040,000
      shares of common stock at $0.05 per share (the closing price on that date)
      to
      three consultants and a law firm for services performed during the nine months
      ended August 31, 2007. The total value of these services was $52,000 and the
      related expenses are included in selling, general and administrative
      expenses.




On
      October 29, 2007, the Board of Directors voted to approve the issuance of
      500,000 shares of common stock at $0.06 per share (the closing price on that
      date) to Emmes Group, Inc. for consulting services performed. The total value
      of
      these services was $30,000 and the related expenses are included in selling,
      general and administrative expenses.




On
      November 17, 2007, the Board of Directors voted to approve the issuance of
      600,000 shares of common stock at $0.05 per share (the closing price on that
      date) to Emmes Group, Inc. for consulting services performed. The total value
      of
      these services was $30,000 and the related expenses are included in selling,
      general and administrative expenses.




On
      November 27, 2007, the Board of Directors voted to approve the issuance of
      600,000 shares of common stock at $0.05 per share (the closing price on that
      date) to Catalyst Law Group for legal services performed. The total value of
      these services was $30,000 and the related expenses are included in selling,
      general and administrative expenses.




On
      November 27, 2007, the Board of Directors voted to approve the issuance of
      529,068 shares of common stock at $0.05 per share (the closing price on that
      date) to a member of the Board of Directors for services performed and
      reimbursement of expenses. The total value of these services was $26,203 and
      the
      related expenses are included in selling, general and administrative
      expenses.





At
      November 30, 2007 and 2006, the Company had reserved 312,670,351 and
      36,840,063 shares of common stock, respectively, for potential future issuances
      upon exercise of outstanding warrants and options, and conversion of convertible
      preferred stock as follows:


-F26-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      13 – Common Stock (Continued)**


November 30, 2007
              
              November 30, 2006Warrants (Note
                  10)
              
              
              35,440,946
              
              
              23,160,545Stock
                  options (Note 15)
              
              
              2,210,000
              
              
              2,860,000Series
                  B Redeemable Convertible Stock (Note 12)
              
              
              3,543,438
              
              
              5,274,063Series
                  I Preferred stock (Note 12)
              
              
              4,880,000
              
              
              5,545,455LJCI
                  Convertible debentures (Note 14)
              
              
              266,595,967
              
              
              0Totals
              
              
              312,670,351
              
              
              36,840,063





All
      warrants are exercisable in whole or in part, at any time and from time to
      time
      on or before the expiration date. These warrants are or will be exercisable
      at
      $.01 to $1.50 per share and expire at various dates from July 2007 through
      2017.





**Note
      14- Convertible Debentures**




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.





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.





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.


-F27-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      14- Convertible Debentures (Continued)**




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 November 30, 2007, the Second Debenture could
        have
        been converted by LJCI into approximately 265 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.





**Note
      15 – Stock Compensation Plans**





2000
      Stock Incentive Plan: Effective February 15, 2000, the Company adopted a 2000
      Stock Incentive Plan and a 2000 Employee Benefit Plan which authorizes the
      granting of shares and options to employees, outside directors, consultants,
      and
      vendors. The 2000 Stock Incentive Plan and 2000 Employee Benefit Plan were
      approved by shareholders at the May 2000 annual meeting. Under the Plans, awards
      are made in the form of restricted shares or options, which may constitute
      incentive stock options (“ISO”) or nonstatutory stock options (“NSO”). Only
      employees of the Company are eligible for the grant of incentive stock options.
      The total number of options and restricted shares that could have been awarded
      under the 2000 Stock


-F28-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      15 – Stock Compensation Plans (continued)**





Incentive
      Plan initially was 1,000,000. As of the first day of each calendar year
      commencing January 1, 2001, this total will automatically increase by 2% of
      the
      total number of common shares then outstanding or 100,000 shares, whichever
      is
      less. The option price, number of shares, grant date, and vesting period are
      determined at the discretion of the Company’s Board of Directors. The exercise
      price of each ISO granted under the plan must equal 100% of the market price
      of
      the Company’s stock on the date of grant. The exercise price of each NSO grant
      under the plan cannot be less than 85% of the market price of the Company’s
      stock on the date of grant. An option’s maximum term is 10 years. As of November
      30, 2004, the total number of options that were authorized for issuance under
      the 2000 Stock Incentive Plan had increased from 1,000,000 shares to 1,400,000.
      However, the Company has issued more options than were authorized under the
      2000
      Stock Incentive Plan. This was necessary to provide an incentive to key
      employees to stay with the Company or one of its subsidiaries. The Company
      obtained stockholders’ approval for an increase in the number of options
      authorized for issuance at its stockholders’ meeting.





2000
      Employee Benefit Plan: On July 3, 2000, the Company filed with the Securities
      and Exchange Commission an S-8 registration statement (the “Registration
      Statement”) in respect of its 2000 Employee Benefit Plan to register 7,000,000
      shares of the Company’s common stock issuable under the plan. One or more
      Performance Awards may be granted under the plan to any eligible person
      providing services to or for the Company. The value of such awards may be linked
      to the market value, book value or other measure of the value of the common
      stock or other specific performance criteria determined appropriate by the
      Board
      of Directors or the Compensation Committee (the “Committee”). The Board or the
      Committee may approve stock payments to eligible persons who elect to receive
      such payments in the manner determined by the Board or the Committee. The total
      number of shares that can be awarded under the 2000 Employee Benefit Plan is
      7,000,000.





Prior
      to
      2000, the Company had issued options with terms of up to 10 years and exercise
      prices of $.50 to $2.50 per share (the fair market value at the respective
      dates
      of grant) to various employees, officers and directors of the Company in return
      for various services rendered to the Company. None of these options remained
      outstanding at November 30, 2007 and 2006. Changes during the years ended
      November 30, 2007 and 2006 in stock options outstanding with respect to the
      2000
      plans for the Company were as follows:





2007
            
            2006Shares
            
            Weighted Average
              Exercise Price
            
            Shares
            
            Weighted Average
              Exercise PriceOptions
                outstanding at beginning of year
            
            
            480,000
            
            $
            1.02
            
            
            882,600
            
            $
            0.71GrantedForfeited
            
            
            (270,000
            )
            $
            1.41
            
            
            (402,600
            )
            $
            0.39ExercisedOptions
                outstanding at end of year
            
            
            210,000
            
            $
            0.51
            
            
            480,000
            
            $
            1.02Options
                exercisable at end of year
            
            
            210,000
            
            
            
            
            
            474,444





The
      following table summarizes information about stock options outstanding for
      the
      2000 plans at November 30, 2007, all of which are at fixed prices:





Range
                of Exercise
              Prices
            
            Number
              Outstanding
                At
              11/30/07
            
            Weighted Average Remaining
              Contractual
                Life
            
            Weighted
                Average
              Exercise
                Price
            
            Number
              Exercisable
                at
              November
                30,
              2007$.30 - $.40
            
            
            160,000
            
            
            .19
                yrs
            
            $
            0.27
            
            
            160,000$.57 - $1.00
            
            
            50,000
            
            
            2.83
                yrs
            
            $
            0.88
            
            
            50,000210,000
            
            
            
            
            $
            0.51
            
            
            210,000




-F29-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      15 – Stock Compensation Plans (Continued)**





The
      weighted average remaining contractual life and exercise price for options
      exercisable at November 30, 2007, are 1.20 years and $0.54 respectively 2004
      Equity Incentive Plan: Effective June 16, 2004, the Company adopted an equity
      incentive plan, which authorizes the granting of stock awards to employees,
      directors, and consultants. The purpose of the plan is to provide a means by
      which eligible recipients of stock awards may be given the opportunity to
      benefit from increases in the value of the common stock through granting of
      incentive stock options, non-statutory stock options, stock purchase awards,
      stock bonus awards, stock appreciation rights, stock unit awards and other
      stock
      awards. The shares of common stock may be issued pursuant to stock awards shall
      not exceed in the aggregate 5,000,000 shares of common stock plus an annual
      increase to be added of the first day of each Company fiscal year, beginning
      in
      2005 and ending in (and including) 2013, equal to the lesser of the following
      amounts: (a) 2% of the Company’s outstanding shares of common stock on the day
      preceding the first day of such fiscal year; (b) 1,500,000 shares of common
      stock; or (c) an amount determined by the Board. Incentive stock options may
      be
      granted only to employees. The exercise price of each ISO granted under the
      plan
      must equal 100% of the market price of the Company’s stock on the date of the
      grant. A 10% stockholder shall not be granted an incentive stock option unless
      the exercise price of such option is at least 110% of the fair market value
      of
      the common stock on the date of the grants and the option is not exercisable
      after the expiration of five years from the date of the grant. The Board, in
      its
      discretion, shall determine the exercise price of each nonstatutory stock
      option. An option’s maximum term is 10 years.





Changes
      during the years ended November 30, 2007 and 2006 in stock options outstanding
      with respect to the 2004 plan for the Company were as follows:


2007
              
              2006Shares
              
              Weighted
                  AverageExercise
                  Price
              
              Shares
              
              Weighted
                  AverageExercise
                  PriceOptions
                  outstanding at beginning of year
              
              
              2,380,000
              
              $
              1.19
              
              
              2,062,000
              
              $
              1.32Granted
              
              
              350,000
              
              $
              0.16
              
              
              430,000
              
              $
              .53Forfeited
              
              
              (730,000
              )
              $
              0.77
              
              
              (112,000
              )
              $
              1.10ExercisedOptions
                  outstanding at end of year
              
              
              2,000,000
              
              $
              1.15
              
              
              2,380,000
              
              $
              1.19Options
                  exercisable at end of year
              
              
              1,723,056
              
              
              
              
              
              1,509,444




The
      following table summarizes information about stock options outstanding for
      the
      2004 plan at November 30, 2007, all of which are at fixed prices:




Range Of Exercise
              Prices
            
            Number
              Outstanding At
              11/30/2007
            
            Weighted Average
              RemainingContractual
              Life
            
            Weighted Average
              Exercise Price
            
            Number
              Exercisable At
              11/30/2007$0.05-$0.56
            
            
            330,000
            
            
            4.26
            
            $
            0.26
            
            
            81,944$068 - $1.10
            
            
            180,000
            
            
            2.29
            
            $
            0.98
            
            
            145,278$1.25- $2.00
            
            
            1,490,000
            
            
            2.04
            
            $
            1.38
            
            
            1,478,6112,000,000
            
            
            
            
            
            
            
            
            1,705,833





The
      weighted average remaining contractual life and exercise price for options
      exercisable at November 30, 2007, are 2.13 years and $1.30, respectively. At
      November 30, 2007 the Company’s stock price was less than the exercise price of
      all the outstanding options, and accordingly there is no intrinsic value with
      the respect to options outstanding as of November 30, 2007.


-F30-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      15 – Stock Compensation Plans (Continued)**




In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004),
“Share-Based Payment” (“SFAS 123R”), which revises SFAS No. 123 “Accounting for
      Stock-Based Compensation,” (“SFAS 123”) and supersedes Accounting Principles
      Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, (“APB
      25”), which provided for the use of the intrinsic value method of accounting for
      employee stock options. SFAS 123R requires all share-based payments to
      employees, including grants of employee stock options, to be recognized in
      the
      financial statements based on their fair values beginning with the first quarter
      of the first annual reporting period that begins after December 15, 2005. Under
      SFAS 123R, the use of the intrinsic value method and the pro forma disclosures
      previously permitted under SFAS 123 are no longer an alternative to financial
      statement recognition. The Company has adopted the provisions of SFAS 123R
      effective December 1, 2005 and has selected the Black-Scholes method of
      valuation for share-based compensation. The Company has adopted the modified
      prospective transition method which does not require restatement of prior
      periods. Instead, it requires that compensation cost be recorded as earned
      for
      all unvested stock options outstanding at the beginning of the first quarter
      of
      adoption of SFAS 123R. The charge is being recognized in research and
      development and selling, general and administrative expenses over the remaining
      service period after the adoption date based upon the original estimate of
      fair
      value of the options as of the grant date. 123R requires that we elect an
      approved method to calculate the historical pool of windfall tax benefits upon
      adoption of SFAS 123R within one year of its adoption. As of November 30, 2007,
      we have not made that election. On January 18, 2006, Gerard A. Wills was granted
      an option to purchase 300,000 shares of the Company's common stock at an
      exercise price per share of $0.56, the fair market value at the date of the
      grant, under the Company's 2004 Equity Incentive Plan (The "Plan"). Upon the
      separation from the Company, the options became fully vested.





The
      Company recorded a charge of $123,876 to selling, general and administrative
      expense determined using the Black-Scholes option pricing model.





On
      January 18, 2006, The Company granted to a consultant an option to purchase
      40,000 shares of the Company's common stock at an exercise price of $0.56,
      the
      fair market value at the date of the grant under the Company's 2004 Equity
      Incentive Plan (The "Plan"). Subject to the terms of the plan (The "Plan"),
      the
      options will be exercisable for a period of five years and vest monthly over
      the
      three-year term of the agreement in equal increments of 1/36th. The Company
      recorded a charge of $ 3,688 to selling, general and administrative expense
      determined using the Black-Scholes option pricing model.





On
      October 4, 2006, The Board of Directors voted to approve stock options to
      purchase 90,000 shares of The Company’s common stock to three consultants, at an
      exercise price of $.42 per share, the fair market value at the date of the
      grant) under the Company’s 2004 Equity Incentive Plan (The “Plan”). Subject to
      the terms of the plan, the options will be exercisable for a period of five
      years and vest monthly over the three-year term of the agreement in equal
      increments of 1/36 th .
      The
      Company recorded a charge of $5,688 to selling, general and administrative
      expense determined using the Black-


Scholes
      option pricing model.





On
      February 28, 2007, The Company granted 250,000 stock options to four
      employees.





On
      November 5, 2007, The Board of Directors voted to approve stock options to
      purchase 100,000 shares of The Company’s common stock to an employee, at an
      exercise price of $.05 per share, the fair market value at the date of the
      grant) under the Company’s 2004 Equity Incentive Plan (The “Plan”). Subject to
      the terms of the plan, the options will be exercisable for a period of five
      years and vest monthly over the three-year term of the agreement in equal
      increments of 1/36 th .
      The
      Company recorded a charge of $4,534 to selling, general and administrative
      expense determined using the Black-Scholes option pricing model.





**Note
      16 – Grant Income**




On
      August
      30, 2005, notification was received that a new Small Business Innovation
      Research award in the amount of $137,724 had been granted to the Company to
      create proprietary BioFactoriesTM that express a serine protease inhibitor
      recently implicated as a novel treatment for sepsis. The Company received
      $45,113 in fiscal year 2005 and $92,611 in fiscal year 2006 under this grant
      and
      has accounted for this as an offset to research and development expenses for
      the
      year.





On
      June
      22, 2006, The National Institutes of Health awarded a grant in the amount of
      $210,000 to treat Type 1 Diabetes. During the years ended November 30, 2007
      and
      2006, the Company received $99,960 and $74,699 under this grant and has
      accounted for this as an offset to research and development expenses for the
      year.


-F31-


**MULTICELL
      TECHNOLOGIES, Inc. and Subsidiaries**


**Notes
      to Consolidated Financial Statements**


**For
      the Years Ended November 30, 2007 and 2006**





**Note
      17 –Subsidiaries and Minority Interest**





As
      of
      November 30, 2007 and 2006, the Company owned 56.4% of the 2,659,004 outstanding
      common shares of Xenogenics, one of its subsidiaries. The Company also owned
      67%
      of the 1,000,000 outstanding common shares of MCT Immunotherapeutics,
      Inc.





**Note
      18– Related Party Transaction**





Our Chairman
      and Chief Financial Officers wife ,
      Barbara
      Corbett, provides investor relations consulting services to the Company. Ms.
      Corbett is compensated on an hourly basis and is paid in common stock of the
      Company. These charges amounted
      to $2,520 and $7,571 for the years ended November 30, 2007 and 2006,
      respectively.





**Note
      19– Subsequent Events**





On
      January 1, 2008, the Company transferred certain laboratory equipment to InCytu,
      Inc. in exchange for a secured promissory note in the amount of $34,665. The
      note is payable in monthly installments of $1,568 through December
      2010.


-F32-