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.


       November 21, 2005                    /s/ David Stolick
                                         ----------------------------------
                                         Name: David Stolick
                                         Title: Chief Financial Officer
                                               (Principal Financial Officer)