Statement of Ownership (sc 13g)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

(Amendment No. __)*

 

 

MULTICELL TECHNOLOGIES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

302240403

(CUSIP Number)

DECEMBER 31ST, 2015

(Date of Event Which Requires Filing of the Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

Cusip No. 302240403

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Page 2 of 5 Pages

 

 

1.	NAME OF REPORTING PERSONS   LA JOLLA COVE INVESTORS, INC.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3.	SEC USEC ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   USA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER   499,594,775
	6.	SHARED VOTING POWER
	7.	SOLE DISPOSITIVE POWER   499,594,775
	8.	SHARED DISPOSITIVE POWER

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   499,594,775
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) The aggregate amount in Row 9 represents the maximum amount of shares that Golden State Equity Investors, Inc. can beneficially control under a contractually stipulated 9.99% ownership restriction. The full potential amount of shares that may be purchased by Golden State Equity Investors, Inc. would otherwise exceed such amount o
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   9.99%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   CO

 

 

 

 

Cusip No. 302240403

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Item 1(a).	Name of Issuer:
	MULTICELL TECHNOLOGIES INC.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	68 Cumberland Street, Suite 301, Woonsocket, Rhode Island 02895
Item 2(a).	Name of Person Filing:
	LA JOLLA COVE INVESTORS, INC.
Item 2(b).	Address of Principal Business Office or, if none, Residence:
	1150 SILVERADO STREET, SUITE 203, LA JOLLA, CA 92037
Item 2(c).	Citizenship:
	USA
Item 2(d).	Title of Class of Securities:
	COMMON STOCK
Item 2(e).	CUSIP Number:
	302240403
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	o	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
	(j)	o	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
	(k)	o	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

 

 

 

Cusip No. 302240403

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Item 4.	Ownership:
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

	(a)	Amount beneficially owned:
		499,594,775
	(b)	Percent of class:
		9.99%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:   499,594,775
		(ii)	Shared power to vote or to direct the vote:
		(iii)	Sole power to dispose or to direct the disposition of: 499,594,775
		(iv)	Shared power to dispose or to direct the disposition of:

 

Item 5.	Ownership of Five Percent or Less of a Class:
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person:
	NOT APPLICABLE
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:
	NOT APPLICABLE
Item 8.	Identification and Classification of Members of the Group:
	NOT APPLICABLE
Item 9.	Notice of Dissolution of Group:
	NOT APPLICABLE
Item 10.	Certifications:

 

 

 

 

 

Cusip No. 302240403

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Page 5 of 5 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	Date:	February 11th, 2016
	By:	/s/ Travis W. Huff
	Name:	TRAVIS HUFF
	Title:	PORTFOLIO MANAGER & VICE PRESIDENT