S-8

    As filed with the Securities and Exchange Commission on February 15, 2006

                                               Registration No. 333-____________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        BRAINSTORM CELL THERAPEUTICS INC.
             (Exact Name of Registrant as Specified in Its Charter)

            Washington                                         912061053
 (State or Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                        Identification Number)


 1350 Avenue of the Americas, New York, NY                       10019
 (Address of Principal Executive Offices)                     (Zip Code)

                          2004 Global Share Option Plan
                    2005 U.S. Stock Option and Incentive Plan
                            (Full Title of the Plan)

                                  David Stolick
                             Chief Financial Officer
                        Brainstorm Cell Therapeutics Inc.
                           1350 Avenue of the Americas
                            New York, New York 10019
                     (Name and Address of Agent for Service)

                                 (212) 557-9000
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                            Thomas B. Rosedale, Esq.
                                BRL Law Group LLC
                         31 St. James Avenue, Suite 850
                           Boston, Massachusetts 02116
                                 (617) 399-6931

                         CALCULATION OF REGISTRATION FEE



                                                                  Proposed      Proposed       Amount of
                 Title of                                          Maximum      Maximum      Registration
                Securities                      Amount            Offering     Aggregate         Fee
                  to be                          to be              Price       Offering
                Registered                    Registered        Per Share(1)   Price (1)
- ----------------------------------------------------------------------------------------------------------
                                                                                     
Common Stock, $0.00005 par value          9,143,462 shares(2) $     0.45       $ 4,114,558       $  440





(1)   Estimated solely for the purpose of calculating the registration fee, and
      based on the average of the high and low prices of the Common Stock on
      February 14, 2006 as reported on the Over-the-Counter Bulletin Board
      operated by the National Association of Securities Dealers Inc. in
      accordance with Rules 457(c) and 457(h) under the Securities Act of 1933.

(2)   Consists of shares of common stock reserved for issuance under both the
      2004 Global Share Option Plan and the 2005 U.S. Stock Option and Incentive
      Plan. Any grants or awards under one plan will reduce the number of shares
      available for grants or awards under the other plan, so that the combined
      total number of shares subject to grants or awards under both plans will
      not exceed 9,143,462 shares of Common Stock.

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I is included in documents to be sent or
given to participants in the Registrant's 2004 Global Share Option Plan and the
Registrant's 2005 U.S. Stock Option and Incentive Plan pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The Registrant is subject to the informational and reporting requirements
of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

      (1) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the Registrant's latest fiscal year for which such statements have been filed.

      (2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (1) above.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4. Description of Securities

      The Registrant's authorized capital consists of 200,000,000 shares of
Common Stock, par value $.00005 per share and 40,000,000 of preferred stock, par
value $.00005 per share. On February 8, 2006, there were 22,469,683 shares of
Common Stock issued and outstanding. Each record holder of Common Stock is
entitled to one vote for each share held on all matters properly submitted to
the shareholders for their vote. The Articles of Incorporation do not permit
cumulative voting for the election of directors, and shareholders do not have
any preemptive rights to purchase shares in any future issuance of the
Registrant's Common Stock.

      Because the holders of shares of the Registrant's Common Stock do not have
cumulative voting rights, the holders of more than 50% of the Registrant's
outstanding shares, voting for the election of directors, can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining shares will not be able to elect any of the Registrant's directors.


                                       2


      The holders of shares of Common Stock are entitled to dividends, out of
funds legally available therefor, when and as declared by the Board of
Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. In the event of liquidation,
dissolution or winding up of the affairs of the Registrant, holders are entitled
to receive, ratably, the net assets of the Registrant available to shareholders
after payment of all creditors.

      To the extent that additional shares of the Registrant's Common Stock are
issued, the relative interests of existing shareholders may be diluted.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

Item 6. Indemnification of Directors and Officers

      Pursuant to Washington state law, a corporation may indemnify an
individual made a party to a proceeding because the individual is or was a
director against liability incurred in the proceeding if the individual acted in
good faith; and he or she reasonably believed that, in the case of conduct in
the individual's official capacity with the corporation, his or her conduct was
in its best interests; in cases not involving his or her official capacity, his
or her conduct was at least not opposed to its best interests; and in the case
of any criminal proceeding, he or she had no reasonable cause to believe the
conduct was unlawful. A corporation is prohibited from indemnifying a director
in connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation; or in connection with any
other proceeding charging improper personal benefit to the director, whether or
not involving action in the director's official capacity, in which the director
was adjudged liable on the basis that personal benefit was improperly received
by the director.

      Article XI of the Registrant's Articles of Incorporation, as amended,
provides that the Registrant will indemnify its directors to the full extent
permitted under Washington state law. Section 10 of the Registrant's Bylaws
provides that the Registrant will indemnify and hold harmless each person who
was, is or is threatened to be made a party to or is otherwise involved in any
threatened proceedings by reason of the fact that he or she is or was a director
or officer of the Registrant or is or was serving at the request of the
Registrant as a director, officer, partner, trustee, employee or agent of
another entity, against all losses, claims, damages, liabilities and expenses
actually and reasonably incurred or suffered in connection with such proceeding.

      Article X of the Registrant's Articles of Incorporation, as amended,
eliminates a director's personal liability for monetary damages for conduct as a
director to the Registrant and its stockholders to the full extent permitted by
Washington state law.

      The Registrant maintains an insurance policy on behalf of its directors
and officers, covering certain liabilities which may arise as a result of the
actions of the directors and officers.

      The Registrant has entered into agreements with all of its officers
affirming the Registrant's obligation to indemnify them to the fullest extent
permitted by law and providing various other protections.

Item 7. Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

      The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.


                                       3


Item 9. Undertakings

      1. The undersigned Registrant hereby undertakes:

            (1) To file, during any period in which it offers or sells
      securities, a post-effective amendment to this Registration Statement to
      include any additional or changed material information on the plan of
      distribution.

            (2) For determining liability under the Securities Act, treat each
      post-effective amendment as a new Registration Statement of the securities
      offered, and the offering of the securities at that time to be the initial
      bona fide offering.

            (3) File a post-effective amendment to remove from registration any
      of the securities that remain unsold at the end of the offering.

            (4) For determining liability of the Registrant under the Securities
      Act to any purchaser in the initial distribution of the securities, the
      Registrant undertakes that in a primary offering of securities of the
      Registrant pursuant to this Registration Statement, regardless of the
      underwriting method used to sell the securities to the purchaser, if the
      securities are offered or sold to such purchaser by means of any of the
      following communications, the Registrant will be a seller to the purchaser
      and will be considered to offer or sell such securities to such purchaser:

            (i) Any preliminary prospectus or prospectus of the Registrant
            relating to the offering required to be filed pursuant to Rule 424;

            (ii) Any free writing prospectus relating to the offering prepared
            by or on behalf of the Registrant or used or referred to by the
            Registrant;

            (iii) The portion of any other free writing prospectus relating to
            the offering containing material information about the Registrant or
            its securities provided by or on behalf of the Registrant; and

            (iv) Any other communication that is an offer in the offering made
            by the Registrant to the purchaser.


                                       4


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Petach Tikva, ISRAEL on February 15, 2006.



                                        BRAINSTORM CELL THERAPEUTICS INC.

                                        By: /s/ Yoram Drucker
                                            ------------------------------------
                                            Yoram Drucker
                                            Chief Operating Officer
                                            (Principal Executive Officer)


                                POWER OF ATTORNEY

      We, the undersigned officers and directors of Brainstorm Cell Therapeutics
Inc., hereby severally constitute Yoram Drucker and David Stolick, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Brainstorm Cell Therapeutics Inc. to comply with all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 15, 2006.


          Signature                                        Title
          ---------                                        -----



/s/ Yoram Drucker                                Chief Operating Officer
- ---------------------------------                (Principal Executive Officer)
    Yoram Drucker


/s/ David Stolick                                Chief Financial Officer
- ---------------------------------                (Principal Financial Officer)
    David Stolick


/s/ Irit Arbel
- ---------------------------------                Director
    Irit Arbel


/s/ Michael Greenfield (Ben-Ari)                 Director
- ---------------------------------
    Michael Greenfield (Ben-Ari)


/s/ Robert Shorr                                 Director
- ---------------------------------
    Robert Shorr


                                       5



                                 EXHIBIT INDEX


Exhibit
Number                                 Description
- ------                                 -----------

4.1   Articles of Incorporation of the Registrant are incorporated herein by
      reference to Exhibit 3.1 to the Registrant's Registration Statement on
      Form S-1 (File No. 333-61610).

4.2   Articles of Amendment to the Articles of Incorporation of the Registrant,
      dated as of August 19, 2003.

4.3   Articles of Amendment to the Articles of Incorporation of the Registrant,
      dated as of November 8, 2004.

4.4   Articles of Amendment to the Articles of Incorporation of the Registrant,
      dated as of November 15, 2004 are incorporated herein by reference to
      Exhibit 3.(I) to the Registrant's Current Report on Form 8-K dated
      November 18, 2004 (File No. 333-61610).

4.5   By-Laws of the Registrant are incorporated herein by reference to Exhibit
      3.2 of the Registrant's Registration Statement on Form S-1 (File No.
      333-61610).

4.6   2004 Global Share Option Plan and its Israeli Appendix A are incorporated
      herein by reference to Exhibit 10.11 to the Registrant's Current Report on
      Form 8-K dated March 28, 2005 (File No. 333-61610).

4.7   2005 U.S. Stock Option and Incentive Plan is incorporated herein by
      reference to Exhibit 10.12 to the Registrant's Current Report on Form 8-K
      dated March 28, 2005 (File No. 333-61610).

5     Opinion of BRL Law Group LLC.

23.1  Consent of BRL Law Group LLC (included in Exhibit 5).

23.2  Consent of Kost Forer Gabbay & Kasierer, Independent Registered Public
      Accounting Firm.

23.3  Consent of Manning Elliot, Independent Auditors.

24    Power of Attorney (included in the signature pages of this Registration
      Statement).


                                       6

EX-4.2

                            CERTIFICATE OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION OF
                            WIZBANG TECHNOLOGIES INC.

      The undersigned corporation adopts the following Certificate of Amendment
to the Articles of Incorporation of said corporation:

      1.    The name of the corporation is WIZBANG Technologies Inc.

      2.    The Articles of Incorporation of the corporation are hereby amended
            as follows:

            2.1   Article I is amended to provide as follows:

                                    ARTICLE I

            The name of the corporation is Golden Hand Resources Inc.

      3.    The foregoing amendment was adopted by consent resolution of the
            directors of the corporation, and by consent resolution of the
            majority shareholder on August 19, 2003 pursuant to RCW 23B.10.070.

      Dated and effective August 19, 2003.

                                           WIZBANG Technologies Inc.

                                           By:  /s/ Mike Frankenberger
                                                ----------------------
                                                    Mike Frankenberger
                                                    Its President

EX-4.3

EX-5

                                                                       EXHIBIT 5

                                BRL Law Group LLC
                         31 St. James Avenue, Suite 850
                           Boston, Massachusetts 02116

                                                               February 15, 2006

BrainStorm Cell Therapeutics Inc.
1350 Avenue of the Americas
New York, New York 10019

      Re: Registration Statement on Form S-8

Ladies and Gentlemen:

      We have acted as counsel to BrainStorm Cell Therapeutics Inc. (the
"Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 9,143,462 shares of Common Stock, $.00005 par value
per share (the "Shares"), of the Company to be issued pursuant to the Company's
2004 Global Share Option Plan and 2005 U.S. Stock Option and Incentive Plan
(together, the "Plans").

      We have examined the Articles of Incorporation of the Company and the
By-Laws of the Company, each as amended to date, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings (and
written consents in lieu thereof) of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion. In our
examination of the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted as originals, the
conformity to original documents of all documents submitted as copies, the
authenticity of the originals of such latter documents and the legal competence
of all signatories to such documents.

      We express no opinion herein as to the laws of any state or jurisdiction
other than the Washington Business Corporation Act and the federal laws of the
United States of America.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plans, the
Shares will be validly issued, fully paid and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of
Regulation S-B under the Securities Act.

                                                 Very truly yours,

                                                 /s/ BRL Law Group LLC

                                                 BRL Law Group LLC

EX-23.2

                                                                    Exhibit 23.2

            Consent of Independent Registered Public Accounting Firm

      We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333- )  pertaining  to the 2004 Global  Share  Option Plan and the
2005 U.S. Stock Option and Incentive Plan of Brainstorm Cell  Therapeutics  Inc.
of our report  dated June 2, 2005,  with respect to the  consolidated  financial
statements of Brainstorm Cell  Therapeutics  Inc.  included in its Annual Report
(Form  10-KSB) for the year ended  March 31, 2005 and the period from  inception
(September  22,  2000)  through  March 31,  2005 filed with the  Securities  and
Exchange Commission.

Tel-Aviv, Israel                   /s/ Kost Forer Gabbay & Kasierer
February 15, 2006                  ---------------------------------
                                    KOST FORER GABBAY & KASIERER
                                    A Member of Ernst & Young Global

EX-23.3

                               [GRAPHIC OMITTED}
MANNING ELLIOTT LETTER HEAD


                                                                    Exhibit 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 2004 Global Share Option Plan and the 2005 U.S. Stock
Option and Incentive Plan of Brainstorm Cell Therapeutics Inc. (formerly Golden
Hand Resources Inc.) of our dual dated report of May 26, 2004 and November 16,
2004, with respect to the financial statements of Brainstorm Cell Therapeutics
Inc. included in its Annual Report (Form 10-KSB) for the year ended March 31,
2005 filed with the Securities and Exchange Commission.


/s/ "Manning Elliott LLP"


CHARTERED ACCOUNTANTS

Vancouver, Canada

February 15, 2006