SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
MYERS STEVEN S

(Last) (First) (Middle)
C/O NEOSTEM, INC.
420 LEXINGTON AVENUE, SUITE 450

(Street)
NEW YORK NY 10170

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2006
3. Issuer Name and Ticker or Trading Symbol
NeoStem, Inc. [ NEOI.OB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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, $001 par value 459,046 D
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: 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
Warrants (1) 06/01/2011 Common Stock, $001 par value 227,272 0.8 D
Explanation of Responses:
1. These warrants are exercisable immediately.
/s/ Catherine M. Vaczy, as attorney-in- fact 11/20/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
                               POWER OF ATTORNEY

     Know all by these  presents,  that  Steven  Myers  hereby  constitutes  and
appoints  each of Robin L. Smith,  Catherine  Vaczy,  Esq. and Alan  Wovsaniker,
Esq., his true and lawful attorney-in-fact with respect to NeoStem, Inc to:

     1.   execute for and on behalf of the  undersigned  Schedules  13D and 13G,
          Form ID,  and Forms 3, 4, and 5 in  accordance  with  Sections  13 and
          16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

     2.   do and perform  any and all acts for and on behalf of the  undersigned
          which may be necessary  or desirable to complete the  execution of any
          such  Schedules  13D or 13G,  Form ID,  and  Forms 3, 4, or 5, and the
          timely  filing of such  forms with the United  States  Securities  and
          Exchange Commission and any other authority; and

     3.   take any other action of any type  whatsoever in  connection  with the
          foregoing  which, in the opinion of such  attorney-in-fact,  may be of
          benefit  to, in the best  interest  of, or  legally  required  by, the
          undersigned,  including without limitation the execution and filing of
          a Form 4 with respect to a transaction which may be reported on a Form
          5,  it  being   understood   that  the  documents   executed  by  such
          attorney-in-fact  on behalf of the undersigned  pursuant to this Power
          of  Attorney  shall be in such form and shall  contain  such terms and
          conditions as such attorney-in-fact may approve in his discretion.

The  undersigned  hereby  grants to each such  attorney-in-fact  full  power and
authority  to do and perform all and every act and thing  whatsoever  requisite,
necessary  and proper to be done in the exercise of any of the rights and powers
herein granted, as fully and to all intents and purposes as he might or could do
in person, with full power of substitution and resubstitution,  hereby ratifying
and confirming all that such attorney-in-fact, or his substitute or substitutes,
shall  lawfully do or cause to be done in virtue of this Power of  Attorney  and
the rights and powers herein  granted.  The  undersigned  acknowledges  that the
foregoing  attorneys-in-fact,  in serving in such capacity at the request of the
undersigned,  are not  assuming  any of the  undersigned's  responsibilities  to
comply with Sections 13 and 16 of the Securities Exchange Act of 1934.

IN WITNESS  WHEREOF,  the  undersigned  has caused  this Power of Attorney to be
executed as of this 16 day of November, 2006.


                                                              Steven Myers


                                                              /s/Steven Myers