Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  GARR RICHARD
 2. Date of Event Requiring Statement (Month/Day/Year)
08/30/2006		 3. Issuer Name and Ticker or Trading Symbol
Neuralstem, Inc. [NRLS.OB]
(Last)
(First)
(Middle)
9700 GREAT SENECA HIGHWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, CFO, President
 5. If Amendment, Date Original Filed(Month/Day/Year)
01/29/2007
(Street)

ROCKVILLE, MD 20850		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,618,084
D
 
Common Stock 30,000
I
By Spouse (2)
Common Stock 49,500
I
Children's Trust (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Option (1) 07/28/2006 07/27/2015 Common Stock 300,000 $ 0.5 D  
Common Stock Option (1) 07/28/2007 07/27/2015 Common Stock 300,000 $ 0.5 D  
Common Stock Option (1) 07/28/2008 07/27/2015 Common Stock 300,000 $ 0.5 D  
Common Stock Option (1) 07/28/2009 07/27/2015 Common Stock 300,000 $ 0.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GARR RICHARD
9700 GREAT SENECA HIGHWAY
ROCKVILLE, MD 20850		   X     CEO, CFO, President  

Signatures

/s/ Richard Garr 01/24/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On July 28, 2005, Reporting Person was granted options to purchase 1,200,000 common shares. The options vest annually at a rate of 300,000 per year and expire if not exercised within 10 years of issuance. The options are subject to certain accelerated vesting conditions more accurately described in the Company's filings with the Securities and Exchange Commission.
(2) Reporting Person disclaims all interest, including pecuniary, of securities. Securities are held in spouse's name as her "Sole and Separate" property.
(3) Reporting Person disclaims all interest, including pecuniary, of securities. Securities held in Trust for children. Reporting Person has no voting or disposition rights under the trust.

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