8-K

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 22, 2006

PLURISTEM LIFE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

001-31392

(Commission File Number)

98-0351734

(IRS Employer Identification No.)

MATAM Advanced Technology Park, Building No. 20, Haifa, Israel 31905

(Address of principal executive offices and Zip Code)

011-972-4-850-1080

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure

The Registrant signed an agreement dated May 22, 2006 with Dutton Associates Independent Research, whereby Dutton Associates will provide the Registrant with research coverage. The fee for the initial six month research coverage is $20,000. The Registrant may renew the research coverage for an additional six months of coverage for $15,000 which entails two update reports and research notes.

The Registrant entered into a media relations campaign agreement as of June 1, 2006 with Emerson Gerard Associates Inc., whereby Emerson Gerard Associates will provide media relation services to the Registrant on an independent basis and such other marketing and promotion services as may be mutually agreed between the parties from time to time. For providing these services to the Registrant, the Registrant will pay a monthly retainer of $4,850 to Emerson Gerard Associates.

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Item 9.01. Financial Statements and Exhibits

99.1	Agreement dated May 22, 2006 with Dutton Associates Independent Research.
99.2	Media Relations Campaign Agreement dated June 1, 2006 with Emerson Gerard Associations, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLURISTEM LIFE SYSTEMS, INC.

/s/ Zami Aberman

Zami Aberman

Chief Executive Officer

Date: June 19, 2006

EX-99

DA DUTTON ASSOCIATES
INDEPENDENT RESEARCH

Exhibit 99.1

April 1, 2006

Pluristem Life Systems Inc.

MATAM Advanced Technology Park

Building NO. 20

Haifa, ISRAEL 31905

Dear Sir:

I am very pleased that you have decided to proceed with our research coverage. This letter explains our research coverage, our scheduled reports, and our analyst visit. Our analyst, who will cover Pluristem Life Systems, will arrange to spend a day with you in Israel in the near future.

We have significantly increased the scope of our operations over the last 12 months following the implementation of our institutional sales program, and the opening of our European office in the UK, with responsibility for overseeing research in Europe, the Middle East, and Africa, as well as for client marketing and liaison in these geographical areas.

Given our global present with offices currently in the US (New York, California), Europe (UK, Israel and Spain), and Asia (China) we fee we can provide you with an overall investment service, ranging from independent research to institutional sales and advice on any capital market requirements, both in Europe and the US.

Our research program will provide the following services for a unitary initiation report:

• Initial Report – We prepare an initial, institutional report, generally 12-15 pages in length, which contains our own earnings model that is constructed from our own research. This model, together with a share valuation model, which our analyst constructs, provides the basis for our 6-12 month price target, and investment rating. Typically, our report, which will include a due diligence visit by our analyst to the company, also provides a comprehensive industry competitive analysis and Pluristem Life Systems Inc. positioning in its industry.

• One Quarterly Report – The quarterly report updates corporate business and relevant industry events, along with both the earnings and valuation models, including our price targets and ratings. This update report is prepared and issued upon your announcement of quarterly earnings results.

• Research Notes – Given that markets are continually receiving new corporate information, Dutton Associates International (DAI) analysts use research notes to immediately comment on corporate developments, as well as to reassess price targets and recommendations. These research notes are issued whenever the analyst needs to immediately communicate or comment on the impact of a corporate announcement or a change in competitive position or economic conditions underlying the investment thesis for the company. Research notes have virtually the same distribution as our reports.

_________________________________________________________________________________________________________________________

Corporate Office: 20 Fitzroy Square, London W1T 6EJ Tel: +44(0)20 7388 9669 Fax: +44(0) 20 7388 9869 www.duttonassociates.com

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• Institutional Sales Program – Our institutional sales program is conducted by our institutional sales group. The institutional program organizes major road shows for our coverage universe and allows our companies to meet with major institutional investors in different geographical locations, giving us the capability of further pushing our research directly into the institutional fund managers and other professional investors. This ability to match our research to the correct institutional investor base is the critical success factor in increasing the visibility, trading volumes and the price of stocks in our coverage universe. Indeed we our unique in this ability as nearly all our competitors operate purely on a research platform. Furthermore, we frequently organize major conferences for our corporate clients which give them the ability to see a large number of institutional investors.

As a practice, our analysts may submit their reports to the company for fact check prior to publication, and we follow NASD Rule 2711 for “black out” for fact check. We encourage our companies to promptly respond, but we reserve the right to publish the report if there is an extended delay on the part of the company in responding.

Dutton Associates research reports and notes on your company will be circulated through our comprehensive distribution network, among the largest of any Wall Street firm, which includes:

• All the traditional report databases and consensus estimates – Zacks, Multex, First Call, Bloomberg, and JCF Quant (Europe’s First Call)

• Thousands of financial web sites that use the report databases of the above, including YahooFinance, CBS MarketWatch, Quicken, and Microsoft’s Money Central

• Bloomberg Financial, which carries our research reports and notes for its 200,000+ institutional clients worldwide

• First Call, which provides delivery of our research reports and notes to its institutional and brokerage clients, as well as by Knobias and Investors

• Business Wire’s “Analyst Wire”, which provides a summary of our research reports to about one million brokers, fund managers, and analysts, with company attribution

• Brokerage firms with whom we have distribution alliances, including Paulson, MCF Securities and InstreamPartners

• The majority of small-cap managers who also receive our newsletter, Small Cap Manager

• More than one million retail investors who receive our newsletters via email

• More than 1,0000 visitors a day to our Web site, www.jmdutton.com, who download and read our research

• We continually add new distribution channels for our research, and do not charge for its access.

Our fee for the initial six month research coverage is US$20,000. Upon receipt of the enrollment fee, we begin the research process with our due diligence visit and preparation of the initial report. The only additional expenses are the printing of hard copies, should the company elect to do so (approximately US3,000 for 1,500 copies), and the actual out of pocket expenses of the analyst’s due diligence trip (typically US$1,000). If you elect to print the initial report, we will deliver 1,080 of the printed report

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copies to our list of small cap institutional managers, with the balance to you for use in investor kits. The Company may renew for an additional six months of coverage for US$15,000, which entails two update reports and research notes. These two six month periods together equate to our fully year of research coverage.

We commence our coverage with receipt of the enrollment fee and we are obligated to complete the six-month coverage cycle. Neither the company nor we may terminate the coverage during the contract period. There are no refunds nor may the company terminate coverage. In addition participation in our conferences will result in an incremental fee which will be negotiated depending on the location and the format of the conference.

We appreciate the opportunity to be of service and thank you for choosing the leading international provider of research coverage.

Yours sincerely, /s/ Saeed Baradar
Saeed Baradar
CEO /s/ Zami Aberman
For Pluristem Life Systems Inc.
President and CEO

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Business Wire

Date: April 1, 2006

Re: Permission to source and “ticker” news releases

Pluristem Life Systems Inc. authorizes Dutton Associates to distribute news releases on our behalf. We approve these releases being sourced to Pluristem Life Systems Inc. on release of their reports and consent to Business Wire using our ticker symbol in the release to ensure posting in databases like Yahoo! Finance.

Pluristem Life Systems Inc

Date of Approval: May 23, 2006

/s/ Zami Aberman

Signature

Zami Aberman

Print Name

President

Title

Please sign and fax to:

BusinessWire

FAX: 310-820-7363

Attn: Steve Turney

Copy to Dutton Associates

FAX: 916-941-8093

EX-99

Exhibit 99.2

PLURISTEM LIFE SYSTEMS: MEDIA RELATIONS CAMPAIGN AGREEMENT

THIS AGREEMENT made the 1st day of June 2006

BETWEEN:

EMERSON GERARD ASSOCIATES, INC. (EGA), a body corporate having an office at

5600 N. Flagler Drive #601, West Palm Beach FL 33407

OF THE FIRST PART

AND:

PLURISTEM LIFE SYSTEMS, INC., a body corporate having an office at

MATAM Advanced Technology Park Building No. 20, Haifa 31905, Israel

OF THE SECOND PART

WHEREAS; Pluristem Life Systems desires to retain EGA to provide Media Relations services according to Attachment A below. EGA has agreed to provide such services on the terms and conditions hereinafter set out.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

EGA’S DUTIES AND OBLIGATIONS

1.1 EGA shall provide Media Relations services for Pluristem Life Systems as set forth in Attachment A below on an independent basis and such other marketing and promotion services as may be mutually agreed between the parties from time to time. EGA will write news releases presenting Pluristem Life Systems to EGA’s media contacts. EGA will pursue major media coverage of Pluristem Life Systems persuading major media to interview Pluristem Life Systems, place the articles EGA writes about Pluristem Life Systems into their publications, and run the Pluristem story on radio/TV shows. EGA has numerous relationships with financial industry, business and consumer editors and reporters, and program directors. EGA fully expects to get major media exposure for Pluristem Life Systems.

1.2 In performing its duties hereunder, EGA shall at all times exercise the standard of care, skill and diligence normally provided in the performance of services similar to that contemplated by this Agreement. EGA will not violate the laws of the Federal Trade Commission or Federal Communications Commission of the United States, or any other regulatory agency overseeing the marketing or promotion of products and services. If Pluristem Life Systems, whether at the request of EGA or otherwise, engages the services of a specialist, EGA shall be entitled to rely on the skill and knowledge of such specialist and shall not be liable to Pluristem Life Systems for any damages or loss arising out of or arising from the services of such specialist. EGA shall be entitled to rely on the accuracy of any data furnished by Pluristem Life Systems unless to do so would be unreasonable.

1.3 EGA shall not be required to devote its full time and attention to the affairs of Pluristem Life Systems but shall be entitled, during the term hereof, to carry on such other businesses and undertakings as it sees fit.

1.4 EGA shall not, either during the continuance of this Agreement or at any time thereafter, disclose the private affairs of Pluristem Life Systems to any persons. EGA shall not, either during the continuance of this Agreement or any time thereafter, use for its own purposes or any purpose other than those of Pluristem Life Systems any information they may acquire in relation to the business and affairs of Pluristem Life Systems.

REMUNERATION

2.1 It is agreed that EGA shall perform these services month-to-month commencing on the date signed below. For providing the services pursuant to the terms of this Agreement, EGA will be paid in advance the monthly retainer fee of $4850. The first month’s fee is due upon execution of this Agreement, and thereafter while this Agreement is in force $4850 is due each subsequent month in advance on the monthly anniversary date of the signing of this Agreement.

2.2 Although no additional expenses are anticipated, EGA shall be reimbursed for all pre-approved expenses actually and properly incurred by EGA in connection with carrying out duties arising hereunder and directly related to activities carried out on behalf of Pluristem Life Systems as long as such expenses have been pre-approved by Pluristem Life Systems. EGA shall furnish to Pluristem Life Systems statements and vouchers as required.

TERM

3.1 The term of this Agreement shall be for 30 days commencing upon receipt of retainer.

3.2 At the end of the 30 days this Agreement will continue until terminated in writing by fax.

3.3 Pluristem Life Systems can terminate this agreement provided Pluristem Life Systems has given 15-days notice to EGA by fax. Pluristem Life Systems is responsible to pay for EGA’s services during the 15-day notice period. Pluristem Life Systems is responsible for expenses it has pre-approved in writing prior to the notice of termination.

3.4. EGA can terminate this agreement by fax upon 15-days notice to Pluristem Life Systems subject to the terms contained herein. EGA is responsible to pursue the campaign in earnest during the 15-day notice period.

3.5 This agreement can also be terminated upon the mutual decision of the parties hereto.

INDEMNIFICATION OF EGA

4. Pluristem Life Systems shall and hereby agrees to indemnify and save harmless EGA from and against all claims and demands of any nature or kind whatsoever brought against EGA as a result of EGA’s performance in good faith of the duties and obligations required of EGA hereunder.

INDEMNIFICATION OF PLURISTEM LIFE SYSTEMS

5. EGA shall and hereby agrees to indemnify and save harmless Pluristem Life Systems from and against all claims and demands of any nature or kind whatsoever brought against Pluristem Life Systems as a result of EGA’s alleged gross negligence or willful misconduct in the performance of its duties and obligations stated herein this Agreement.

RESTRICTION ON ASSIGNMENT

6. Neither this Agreement nor any of the rights, benefits or obligations arising from or out of the terms of this Agreement shall be assignable by either party hereto without the prior written consent of the other party hereto.

TIME

7. Time shall be of the essence of this Agreement.

FURTHER ASSURANCES

8.1 The parties hereto covenant and agree to make, execute and deliver any and all further assurances or other documents necessary to give full effect to the meaning and intent of this Agreement.

8.2 While diligently striving to achieve the goals set in Attachment A below, EGA does not guarantee media coverage of Pluristem Life Systems.

GOVERNANCE

9. The provisions of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Attorney’s fees for any disputes arising from or related to this Agreement shall be the responsibility of each party and not a part of the settlement thereof.

IN WITNESS THEREOF, the Parties hereto have executed this document as of the date and year written below.

BY: /s/ Zami Aberman

Zami Aberman, CEO

Pluristem Life Systems, Inc.

Date: June 5, 2006

BY: /s/ Jerry Jennings

Jerry Jennings, President

Emerson Gerard Associates, Inc.

Date: June 5, 2006

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ATTACHMENT A

Proposed Media Relations Campaign: Pluristem Life Systems

EGA comprises a sophisticated team of media relations’ experts and crack writers that will spin the Pluristem story, pitch it to the media, and line up interviews and publicity for the Company.

Through these types of media interviews, EGA has had clients featured in major business newspapers, magazines and trade pubs, on TV news, radio and TV talk shows. The companies we represent have appeared in thousands of positive news stories.

(Read the stories at www.emersongerard.com)

These interviews have resulted in product sales in the user markets, along with stock support in the financial markets.

By working with reporters, editors, and producers all around the country in local regional and national markets, we expect to secure the kind of publicity for Pluristem that can achieve both their financial and market penetration goals.

We get clients covered by:

• CNBC

• CNNfn

• CNN-Business Unusual

• Wall Street Journal

• Investor’s Business Daily

• Time Magazine

• Consumer Reports

• Readers Digest

• ABC News

• Financial Times

• Forbes Magazine

• Business Week

• N.Y. Times

• Bloomberg.com

• The Kiplinger Letter

We are very very good at this!!

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