UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*

NeoStem, Inc.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

640650305

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

þ Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

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Margula Company, LLC

¹ Applicable percentage is based on 7,315,006 shares of common stock outstanding at November 14, 2008 and assumes exercise of warrants for the aggregate number of shares beneficially owned.

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Margula Company, LLC

¹ Applicable percentage is based on 7,315,006 shares of common stock outstanding at November 14, 2008 and assumes exercise of warrants for the aggregate number of shares beneficially owned.

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Margula Company, LLC

SCHEDULE 13G

     This Schedule 13G relates to shares of common stock, $0.001 par value (“Common Stock”) of NeoStem, Inc., a Delaware corporation, (the “Issuer”) and is being filed on behalf of Margula Company, LLC, a Delaware limited liability company (“Margula”) and Alan Hamel. Margula and Mr. Hamel are referred to as the “Reporting Persons.” This Schedule 13G relates to 600,000 warrants granted to Margula as payment for consulting services. 500,000 of such warrants vested upon the occurrence of specific events set forth in the Consulting Agreement between the Issuer and Margula dated July 28, 2008, with the remaining 100,000 warrants to vest monthly at the rate of 4,167 warrants per month commencing August 28, 2008.

Item 1(a): Name of Issuer

Neostem, Inc.

Item 1(b): Address of Issuer’s Principal Executive Offices

420 Lexington Avenue, Suite 450, New York, N.Y. 10170

Item 2(a): Name of Person Filing

(i) Margula Company, LLC

(ii) Alan Hamel

Item 2(b): Address of Principal Business Office

Margula Company, LLC

23679 Calabasas Road, Suite 663, Calabasas, CA 91302

Alan Hamel

23679 Calabasas Road, Suite 663, Calabasas, CA 91302

Item 2(c): Citizenship

Margula Company LLC is a Delaware limited liability company. Alan Hamel is a United States citizen.

Item 2(d): Title of Class of Securities

Common stock, $0.001 par value

Item 2(e): CUSIP Number

640650305

Item 3: This statement is not filed pursuant to Rules 13d-1(b) or 13d-2, and therefore this item is not applicable.

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Margula Company, LLC

Item 4: Ownership

	(a)		Amount Beneficially Owned:
			529,169 shares
			Alan Hamel is the sole member of Margula Company LLC and, therefore, may be deemed to be the beneficial owner of 529,169 shares.
	(b)		Percent of Class
			6.7%
			Alan Hamel is the sole member of Margula Company LLC and, therefore, may be deemed to be the beneficial owner of 6.7% of the issuer’s outstanding shares of common stock.

Number of Shares as to Which Such Person Has:

	(i)		Sole power to vote or direct the vote:
			Margula Company LLC – 529,169
			Alan Hamel – 529,169
	(ii)		Shared power to vote or direct the vote
			0
	(iii)		Sole power to dispose or to direct the disposition of:
			Margula Company LLC – 529,169
			Alan Hamel – 529,169 shares
	(iv)		Shared power to dispose or to direct the disposition of:
			0

Item 5: Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of Date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

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Margula Company, LLC

Item 6: Ownership of Not More Than Five Percent on Behalf of Another Person

     Inapplicable

Item 7: Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company

     Inapplicable

Item 8: Identification and Classification of Members of the Group

     Inapplicable

Item 9: Notice of Dissolution of Group

     Inapplicable

Item 10: Certification

     By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct.