Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person *
JOHE KARL
 2. Issuer Name and Ticker or Trading Symbol
Neuralstem, Inc. [NRLS.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CSO/Chairman
(Last)
(First)
(Middle)

9700 GREAT SENECA HIGHWAY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
(Street)


ROCKVILLE, MD 20850		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/29/2007		 6. Individual or Joint/Group Reporting
(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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 11/01/2006   G4 12,000 D $ 0 2,072,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 2,060,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 2,048,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 2,036,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 2,024,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 2,012,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 2,000,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,988,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,976,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,964,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,952,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,940,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,928,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,916,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,904,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,892,584 D  
Common Stock 11/01/2006   G4 12,000 D $ 0 1,880,584 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Comon Stock Option $ 0.5     3(1)(2)     07/28/2006 07/27/2015 Common Stock
300,000
  300,000
D
 
Comon Stock Option $ 0.5     3(1)(2)     07/28/2007 07/27/2015 Common Stock
300,000
  300,000
D
 
Comon Stock Option $ 0.5     3(1)(2)     07/28/2008 07/27/2015 Common Stock
300,000
  300,000
D
 
Comon Stock Option $ 0.5     3(1)(2)     07/28/2009 07/27/2015 Common Stock
300,000
  300,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHE KARL
9700 GREAT SENECA HIGHWAY
ROCKVILLE, MD 20850		   X     CSO/Chairman  

Signatures

/s/ Karl Johe 02/12/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The Reporting Person became obligated to file Form 3 on August 30, 2006 as a result of the SEC declaring the company's registration statement filed on Form SB-2 effective.
(2) 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.

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