EXHIBIT 31.2

CERTIFICATION  OF  PRINCIPAL  FINANCIAL  OFFICER  PURSUANT TO EXCHANGE  ACT RULE
13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

I, David Stolick, certify that:

1. I have  reviewed  this  Quarterly  Report on Form 10-QSB of  BrainStorm  Cell
Therapeutics Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The small business  issuer's other certifying  officers and I are responsible
for establishing and maintaining  disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the small business issuer and have:

a) designed such disclosure  controls and procedures,  or caused such disclosure
controls and  procedures to be designed  under our  supervision,  to ensure that
material  information  relating  to the small  business  issuer,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

b)  evaluated  the  effectiveness  of the  small  business  issuer's  disclosure
controls  and  procedures  and  presented in this report our  conclusions  about
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

c) disclosed in this report any change in the small business  issuer's  internal
control  over  financial  reporting  that  occurred  during  the small  business
issuer's most recent fiscal quarter (the small business  issuer's  fourth fiscal
quarter in the case of an annual  report) that has  materially  affected,  or is
reasonably  likely to materially  affect,  the small business  issuer's internal
control over financial reporting; and

5. The small business  issuer's other certifying  officers and I have disclosed,
based  on  our  most  recent  evaluation  of  internal  control  over  financial
reporting,  to the small business  issuer's  auditors and the audit committee of
the small  business  issuer's  board of  directors  (or persons  performing  the
equivalent function):

a) all significant  deficiencies in the design or operation of internal  control
over financial  reporting  which are reasonably  likely to adversely  affect the
small  business  issuer's  ability  to  record,  process,  summarize  and report
financial information; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant  role in the small business  issuer's  internal
control of financial reporting.

August 10, 2005                        /s/ David Stolick
                                       -----------------------------------------
                                       Name:  David Stolick
                                       Title: Chief Financial Officer
                                              (Principal Financial Officer)