SecProbe.io

Mail Stop 6010 April 28, 2006

The Corporation Trust Company
1209 Orange Street
New Castle County, Wilmington, Delaware 19801

Re: Neuralstem, Inc.
 Registration Statement on Form SB-2, filed April 3, 2005
 File No. 333-132923

Dear Sir or Madame:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your documents in response  to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with supplemental information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Form SB-2

Calculation of Registration Fee
1. Please delete the reference to Rule 457(c).  Rule 457(c) applies to exchange traded
securities or over-the-counter se curities.  The company’s secur ities are not currently traded
on an exchange or over-the-counter.

Prospectus

General
2. As there is currently no market for your comm on shares you must set a price at which the
selling shareholders will offer the shares unt il a market develops.  Please revise your
disclosure on the prospectus cover page and in  the Plan of Distribut ion accordingly.  Your

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April 28, 2006
Page 2

revised disclosure should state that “The sell ing shareholders will sell at a price of $x.xx
per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing
market prices or privately negotiated prices .”  In addition, plea se also revise your
calculation of the registration fee, to the exte nt applicable, to base  your registration fee on
your set price.
3. We note an article published in market wire on March 13, 2006 which states that Regal One's Chairman and CEO, Dr. Malcolm Curri e, has agreed to serve on the company’s
board.  Since Dr. Currie has been “chosen to become” a director, please revise your
disclosure to provide the info rmation required by Item 401 of Re gulation S-B as it relates to
Dr. Currie.
4. The forepart of your prospectus uses jargon a nd technical terms.  Fo r example, these words
and phrases appear in the fo repart of your prospectus:
• “regenerative medicine”
• “billion billion times (60 doublings or 1018)”
• “controlled differentiation”
• “human neurons and glia”
• “optimize its tissue acquisition”
• “proof-of-principle data”
• “neurogenic compounds”

Please replace all technical language and jar gon with language that can be understood by
persons who do not work in your industry. Alternately, if you cannot find substitute
language without changing the meaning, prove an  explanation of the term where you first
use it. See Rule 421(d)(2 )(ii) of Regulation C.
5. Please revise your disclosure to provide a co mplete and consistent description of your
current licenses.  On page 5 you state that you have out-licensed lead  compounds for further
development toward various CNS diseases.  On page 22 you refer to compounds discovered under your program with the Department of De fense that have been licensed out for
development.  Are the licenses referenced on pages 5 and 22 the same?  To whom have you
licensed these compounds?  On page 35 you me ntion a license agre ement with an 8A
company substantially owned by one of your o fficers.  In your description of business,
please describe the material terms of each license , including, but not limited to the parties to
the license, the payment provisions, the exis tence of royalty provisions, exclusivity
provisions, obligations/r ights to defend, and termination provisions.  Please also file the
license agreements as exhibits.
6. Please revise your disclosure to provide a co mplete and consistent description of your
grants.  On page 22, you refer to a Department  of Defense contact that was cancelled in
2002.  On page 23, you state that your small mo lecule program was funded by a grant from
the Department of Defense.  Is this grant the same as the contract you refer to on page 22?
On page 33 you refer to $310,000 in grant and other revenue for the drug development

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April 28, 2006
Page 3

program.  From whom did you receive this gran t revenue?  Have you described this grant in
the prospectus?  In your descri ption of business, please descri be the material terms of each
grant, including, but not limite d to the aggregate amounts, stipulations and term.  Please
also file any relevant agreements as exhibits.

Prospectus Cover Page
7. Please limit the cover page to the information that is requi red by Item 501 of Regulation S-
B.  Your cover page contains superfluous info rmation such as the stat ement that the selling
shareholders may be deemed underwriters, who will bear the expenses of the registration
and the proceeds to be received from the exercise  of warrants.  You ma y describe this other
information in the prospectus offering summary.
8. In addition, in the section of the prospectus that you choose to describe who will bear the
expenses of the registration, pl ease clarify the disclosure.  Yo ur disclosure here contains
inconsistent statements.  The statement in th e first paragraph states that the company will
bear the expenses.  The statement in the third paragraph states that  Regal One Corporation
will bear the expenses.
9. Further, please clarify what you mean by “BDC.”
10. Your statement that a listing on the OTCBB “m ay occur” is inappropriate.  Please revise
this statement to explain that market makers  may make listing applications for your stock
once your registration statement becomes effective.

Recent Developments, page 5
11. Please revise the prospectus to describe th e terms of the February and March 2006 private
placements and to describe the material term s of the related agreements and file the
agreements as exhibits to the registration statement.  We may have additional comments
after we have had an opportunity to review them.

Risk Factors, page 7

General

12. Please delete the statement “Our business is subject to various risks, included but not
limited to those described below.”  Your risk factor section should de scribe all material
risks.
13. Please revise each subheading to ensure it reflects the risk that you discuss in the text.  Many of your subheadings currently merely state a fact about your business, such as “There
is no public market for the Company’s securiti es” and “The Company needs to improve its

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April 28, 2006
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financial control procedures.”  State in your subheadings the ri sks that result from the facts
or uncertainties.
14. We note you have or plan to outsource the manuf acturing of cGMP cells for your future ISP
human clinical trials.  Please add a risk factor that addres ses the risks relating to your
reliance on such a manufacturer.
15. We note that you have 75,000,000 shares of authorized common stock and only 23,338,876
shares are currently issued and outsta nding and you have assumed that only 33,468,876
shares will be issued and outstanding after the offering.  Please also a dd a risk factor that
addresses the risks of havi ng such a large number of authorized but unissued common
stock, including the risks that your management may issue additional stock without further stockholder approval, thereby causing dilution of current company stockholders.
16. In separate risk factors on pages 7 and 11 you indicate that you have identified significant
deficiencies and material weaknesses in your in ternal controls over fi nancial reporting.
Please revise your disclosure here or in MD&A to elaborate on the natu re of the significant
deficiencies and material weakne sses that you have identified.

Risks Relating to the Company’s Stage of Development, page 7

17. It appears that you are a ddressing three separate risks in the first risk factor on page 7.  The
first relates to the risks related to your lim ited operating history which should be moved to
the second risk factor that discusses your short operating hist ory.  The second relates to the
risks related to being a company in the preclinical stage of de velopment.  The third relates
to the risks related to ethically sensitive and controversial issues .  Please revise your
disclosure to separate this risk factor accordi ngly with appropriate subheadings for each risk
factor.

18. Please revise the risk factor related to ethically  sensitive and controvers ial issues to describe
the nature of the ethically sens itive and controversial issues.

The Company has a short operati ng history . . . ., page 7

19. Please revise this risk factor to disclose your net losses for the two most recent fiscal years
and any subsequent interim periods.

20. Please revise this risk fa ctor to describe your limited sources of revenue.

The Company will require substantial additional funding . . . ., page 7

21. Please incorporate into this discussion the rate at which you are cu rrently burning cash on a
monthly basis.

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April 28, 2006
Page 5

22. Please revise to quantify and disclose your  current anticipated needs for additional
financing.

There is no public market . . . ., page 7

23. Please expand your discussion in this risk factor  to explain that your stock is not traded on
an exchange or on the OTCBB and that this is your initial registration.  Please also explain that even if it is listed on the OTCBB,  the trading volume may be limited, making it
difficult for an investor to sell shares.

Risks Relating to Govern ment Regulation, page 8

24. Please provide a subheading for the first risk factor on page 8 relating to the company’s
intellectual property and patents.  In addition, please expand th is discussion to address the
risks related to pending patent applications and any other inte llectual property material to
your business.

Potential and actual legislation and regulation . . . ., page 8

25. Please expand your discussion in explain what you mean by “certain pharmaceutical research methods or products resulting from them.”

26. We note your statement that your cells are not “e mbryonic stem cells” but that any future or
additional government-imposed restrictions on embryonic stem cells may adversely impact your business.  Please expand your discussion to explain why that is the case and how your
stem cells differ from embryonic stem cells.  We  also note your disclosure on page 31 that
the cell line for your product candidate ISP has b een derived from a “single fetal spinal cord
tissue.”

Because the Company or its collaborators must  obtain regulatory appr oval . . . ., pages 8-9

27. Please address in a separate risk factor any mate rial risks to your business related to the use
and disposal of hazardous or potentially hazardous substances.  The risk factor should address whether you carry insurance for the us e and disposal of hazardous or potentially
hazardous substances and the cost of su ch insurance to you if material.

The Company may depend on its co llaborators . . . ., page 9

28. Please expand your discussion to name any current  key collaborators, li censors or licensees
and to discuss any specific risks related to your agreements with and dependence upon those
parties.

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April 28, 2006
Page 6

The Company’s reliance on the activ ities of its non-employee consulta nts, research institutions, and
scientific contractors . . . ., pages 9-10

29. Please expand your discussion to name any key non-employee consultants, research
institutions, and scientific c ontractors and to discuss any sp ecific risks related to your
agreements with and dependence upon those parties.

The Company’s products may be expensive to manufacture . . . ., page 10

30. Please expand your discussion to explain why th e company’s products may be significantly
more expensive to manufacture than most ot her drugs currently on the market today.

The Company depends on key personnel . . . ., page 11
31. Please name your “key personnel” and their pos itions with the company.  In addition, we
note that you refer to “key executive officers an d “scientific officers.”  It appears, however,
that you only have two key personnel and th ey are your sole employees and executive
officers.  Please revise your disclosure to clarify.
32. To the extent that you have experienced problems attracting and retaining any “key
personnel” in the recent past, please revise to describe these problems.  Additionally, if any
“key personnel” have plans to retire or l eave your company or terminate their agreement
with the company in the near future, pleas e revise the discussion to disclose this
information.
33. Please state whether you maintain employment contracts with “key personnel” and disclose
the term and termination provisions of the same if applicable.
34. Please revise to disclose the number and type (i.e. research, administrative, marketing or other) of personnel you expect to hire and to the extent practicable, please quantify any
known expected expenditures in hiring such personnel.
35. Please state if you maintain key person insurance on any of your key personnel.

Selling Stockholders, pages 13-16
36. Please tell us whether any selling shareholder is  a broker-dealer or an affiliate of a broker-
dealer.  We may have further comments.
37. For each selling shareholder that is neither  a natural person nor a publicly registered
company, revise to disclose the natural person(s) that have voting and dispositive rights.
38. You are registering for resale 8,072,000 shares  of your common stock that are already
issued and 8,130,000 shares of your common stock that are issuable pursuant to outstanding

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April 28, 2006
Page 7

warrants.  The selling stockholder table, how ever, lists 7,436,000 shares already issued and
8,155,000 shares issuable pursuant to warrants.  Please revise the table to correct these
discrepancies.  The selling stockholder table s hould identify the exact number of shares that
you are registering.
39. Please revise the table in this section to disclose the percenta ge (if one percent or more) of
shares owned by each selling stockholder as of the date of the prospectus and before the offering.
40. Please also revise the table in  this section to disclose th e amount and percentage (if one
percent or more) of shares that will be ow ned by each selling stockholder after the offering.
41. We refer to your disclosure in footnote (1) to  the table and have the following comments:
• You refer to 175 to 600 shareholders of Regal One who are selling sh areholders in this
offering.  Generally, you must identify all se lling shareholders in a resale registration
statement.  Since the dividend will occur after the effectiveness of the registration
statement as you indicate on page 35, it appears that you will be unable to identify all of
the selling shareholders before effectiveness.  Pl ease revise the disclosure at this time to
provide a separate line item in the table for the unknown shareholders of Regal One who are selling shareholders in this offering.  You will then need to file a post-effective amendment to name these selling sharehol ders.  Please revise your prospectus to
indicate that you will file such post-effective amendment.  Selling shareholders must be named before they can sell pursuant to the registration statement.
• You refer to a total of 1,847,287 shares , but