SecProbe.io

From: Heather Turner [mailto:hturner@brllawgroup.com]
Sent: Wednesday, November 09,20111:00 PM
To:OCA
Cc: DCAO Letters
Subject: Waiver Request for Brainstorm Cell Therapeutics Inc.
To the Office of the Chief Accountant
Re: Brainstorm Cell Therapeutics Inc. ("Brainstorm")
Brainstorm is a leading company in developing stem cell therapeutic products based on
technologies enabling the in-vitro differentiation of bone marrow stem cells into glia-like
cells. The Company aims to become a leader in adult stem cell transplantation for
neurodegenerative diseases. The Company's technology entails exploiting the patient's
own bone marrow stem cells to generate glial-like cells that may provide in the future an
effective treatment for Amyotrophic Lateral Sclerosis, Parkinson's Disease, Multiple
Sclerosis and Spinal Cord Injury.
The Company was incorporated under the laws of the State of Washington on
September 22, 2000, under the name Wizbang Technologies, Inc. and acquired the right
to market and sell a digital data recorder product line in certain states in the U.S.
Subsequently, the Company changed its name to Golden Hand Resources Inc. On July 8,
2004, the Company entered into a licensing agreement with Ramot to acquire certain
stem cell technology and decided to discontinue all activities related to the sale of the
digital data recorder product. On November 22, 2004, the Company changed its name
from Golden Hand Resources Inc. to Brainstorm Cell Therapeutics Inc. to better reflect
its new fine of business in development of novel cell therapies for neurodegenerative
diseases. On October 25, 2004, the Company formed its wholly-owned subsidiary,
Brainstorm Cell Therapeutics Ltd. in Israel. On December 18, 2006, the stockholders of
the Company approved a proposal to change the state of incorporation of the Company
from the State of Washington to the State of Delaware. The reincorporation was
completed on December 21, 2006 through the merger of the Company into a newly
formed, wholly-owned Delaware subsidiary of Brainstorm, also named Brainstorm Cell
Therapeutics Inc.
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The Company has been a development stage company since its inception. For the period
from inception to date, the Company did not generate any revenues from operations.
The Company does not expect to generate revenues from operations until 2013. In
addition, the Company incurred operating costs and expenses of approximately
$2,589,000 during the year ended December 31, 2010, and approximately $37,528,000
for the period from inception through December 31, 2010.
During a review by the SEC of the Company's 10-K for the fiscal year ended December
31, 2010, the Company received a comment relating to the inclusion of all reports on
which the Company's independent registered public accounting firm has placed reliance
on when auditing the financial statements of Brainstorm as required by Rule 2-05 of
Regulation S-X. As described above, Brainstorm is a development stage company that
inter alia, complies with ASC 915-225-45-1 that requires the cumulative amounts of
revenues and expenses since inception. As can be seen above, the Company changed its
operations in July 2004, when its current operations began. In trying to comply with
Rule 2-05 of Regulation S-X, the Company will provide accountant reports dated back to
2004 (the beginning of its current operations), but as is customary with development
~tage companies, the Company's accountants placed some reliance on the audit of part
of the cumulative amounts performed by their predecessors. Before the Company began
its current operations, it was a shell company with limited or no operations and losses.
The accumulated losses from September 22, 2000 (inception) through March 31, 2004
were $162,687.
On behalf of the Company, we hereby respectfully request a waiver, from the Staff, from'
the requirement to provide an independent accountant report for the period from
September 22, 2000 (inception) to March 31, 2004. That period covers an immaterial
amount of losses of $162,687, of total accumulated losses of $37,528,000 at December
31, 2010. Such amount is less than 10/0 of the Company's total losses. These losses
relate to the period prior to when the current management took over the Company.
These losses were audited by an independent accountant which the Company's current
management has not worked with and believes that it would have substantial difficulty
in obtaining a reissued audit report from such independent accountant each year.
If you have any questions with regards to this request or need any more information,
please contact the Company's Chief Financial Accountant, Liat Sossover at +972 3 923
6384 or Thomas Rosedale of BRL Law Group LLC at (617) 399-6935.
Heather L. Turner
BRL Law Group LLC
425 Boylston Street, 3rd Floor
Boston, MA 02116
P: 617.399.69311 F: 617.399.6930
hturner@brllawgroup.com
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