8-A12B

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-A

                For registration of certain classes of securities
                    pursuant to Section 12(b) or 12(g) of the
                         Securities Exchange Act of 1934

                                  NEOSTEM, INC.
           (Exact name of the Registrant as specified in its charter)

                DELAWARE                                22-2343568
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

                              420 LEXINGTON AVENUE
                                    SUITE 450
                            NEW YORK, NEW YORK 10170
               (Address of Principal Executive Offices) (Zip Code)

        If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |X|

        If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|

        Securities Act registration statement file number to which this Form
relates (if applicable): FILE NO. 333-142923

 Securities to be registered pursuant to Section 12(b) of the Exchange Act:

           TITLE OF EACH CLASS             NAME OF EACH EXCHANGE ON WHICH
           TO BE SO REGISTERED             EACH CLASS IS TO BE REGISTERED
           -------------------             ------------------------------

Units, each consisting of one share of         American Stock Exchange
Common Stock and one-half Class A Common
Stock Purchase Warrant

Common Stock, par value $.001 per              American Stock Exchange
share

Class A Common Stock Purchase Warrants         American Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act: NONE



ITEM 1. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED

The securities to be registered hereby are the units, common stock and
Class A warrants of NeoStem, Inc. (the "Company"). The description of the units,
the common stock and the Class A warrants, is incorporated by reference from the
description contained in the section entitled "Description of Securities" in the
Prospectus filed on July 16, 2007 pursuant to Rule 424(b) with respect to the
Company's Registration Statement on Form SB-2 (Registration No. 333-142923)
filed with the Securities and Exchange Commission (the "Registration
Statement"). Any form of prospectus or prospectus supplement to the Registration
Statement that includes such descriptions and that are subsequently filed are
hereby also incorporated by reference herein.

ITEM 2. EXHIBITS

        The following exhibits are filed herewith or are incorporated by
reference as indicated below.

EXHIBIT
NUMBER          DESCRIPTION
- ------          -----------

   3.1          Amended and Restated Certificate of Incorporation.(1)

   3.2(a)       Certificate of Amendment of Amended and Restated Certificate of
                Incorporation.(2)

   3.2(b)       Amended and Restated By-laws.(3)

   4.2          Form of Warrant Agreement between Continental Stock Transfer &
                Trust Company and the Company, with specimen warrant certificate
                attached thereto.(4)

- ----------
1 Incorporated by reference to Exhibit 3.1 filed with the Company's Registration
Statement on Form S-1, File No. 333-137045, filed on September 1, 2006.

2 Filed herewith.

3 Incorporated by reference to Exhibit 3.1 filed with the quarterly report of
the Company on Form 10-Q for the quarter ended June 30, 2005, filed on August
15, 2005.

4 Incorporated by reference to Exhibit 4(b) filed with the Company's
Registration Statement on Form SB-2/A, SEC File No. 333-142923, filed on June
27, 2007.


                                    SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                      NeoStem, Inc.

Date: August 8, 2007                  By:  /s/ Robin L. Smith
                                          ---------------------
                                          Robin L. Smith
                                          President

EX-3.2

                                                                  Exhibit 3.2(a)
                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  NEOSTEM, INC.

      Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, NeoStem, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify as follows:

      1. The name of the Corporation is NeoStem, Inc. The date of filing of its
original Certificate of Incorporation with the Secretary of State of the State
of Delaware was September 18, 1980, under the name of Fidelity Medical Services,
Inc. The name of the Corporation was changed to Corniche Group Incorporated by
filing a Certificate of Amendment to the Certificate of Incorporation with the
Secretary of State of Delaware on September 28, 1995. The name of the
Corporation was changed to Phase III Medical Inc. by filing a Certificate of
Amendment to the Certificate of Incorporation with the Secretary of State of
Delaware on July 24, 2003. The name of the Corporation was changed to NeoStem,
Inc. by filing an Amended and Restated Certificate of Incorporation with the
Secretary of State of Delaware on August 29, 2006.

      2. The Board of Directors of the Corporation has duly adopted a resolution
pursuant to Section 242 of the General Corporation Law of the State of Delaware
setting forth a proposed amendment to the Amended and Restated Certificate of
Incorporation of the Corporation and declaring said amendment to be advisable.
The requisite stockholders of the Corporation have duly approved said proposed
amendment in accordance with Section 242 of the General Corporation Law of the
State of Delaware. The amendment amends the Amended and Restated Certificate of
Incorporation of the Corporation as follows:

Article FOURTH is hereby amended by adding a Section E which reads as follows:

         "1. Effective upon the filing of this Certificate of Amendment of the
Amended and Restated Certificate of Incorporation with the Secretary of State of
the State of Delaware (the "Effective Time"), the shares of Common Stock issued
and outstanding immediately prior to the Effective Time and the shares of Common
Stock issued and held in the treasury of the Corporation immediately prior to
the Effective Time are reclassified into a smaller number of shares such that
each ten (10) shares of issued Common Stock immediately prior to the Effective
Time is reclassified into one (1) share of Common Stock. Notwithstanding the
immediately preceding sentence, no fractional shares shall be issued and, in
lieu thereof, any person who would otherwise be entitled to a fractional share
of Common Stock as a result of the reclassification shall be entitled to be
rounded up to the next whole share of Common Stock.



         2. Each stock certificate that, immediately prior to the Effective
Time, represented shares of Common Stock that were issued and outstanding
immediately prior to the Effective Time shall, from and after the Effective
Time, automatically and without the necessity of presenting the same for
exchange, represent that number of whole shares of Common Stock after the
Effective Time into which the shares of Common Stock formerly represented by
such certificate shall have been reclassified (as well as the right to receive a
whole share in lieu of a fractional share of Common Stock), provided, however,
that each person of record holding a certificate that represented shares of
Common Stock that were issued and outstanding immediately prior to the Effective
Time shall receive, upon surrender of such certificate, a new certificate
evidencing and representing the number of whole shares of Common Stock after the
Effective Time into which the shares of Common Stock formerly represented by
such certificate shall have been reclassified (including the right to receive a
whole share in lieu of a fractional share of Common Stock)."

      3. This Certificate of Amendment shall be effective August 9, 2007 at
10:00 a.m.


                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment to be signed by its President on this 8th day of
August, 2007.




                                                 By:    /s/Robin L. Smith
                                                 Name:  Robin L. Smith
                                                 Title: President