SEC 1745 (02-02)
Potential persons who are to 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.
OMB APPROVAL
OMB Number: 3235-0145
Expires: March 31,2006
Estimated average burden
hours per response. . . 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No 5)
Pluristem Life Systems Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
72940P106
(CUSIP Number)
February 17, 2006
(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)
[ x ]
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).
CUSIP No. 72940P106
1.
Names of Reporting Persons. Joseph Corso Jr.
I.R.S. Identification Nos. of above persons (entities only).
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
N/A
(b)
N/A
3.
SEC Use Only
4.
Citizenship or Place of Organization U.S.A
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5.
Sole Voting Power: 8,900,000 Shares
(eight million nine hundred thousand)
6.
Shared Voting Power N/A
7.
Sole Dispositive Power N/A
8.
Shared Dispositive Power N/A
9.
Aggregate Amount Beneficially Owned by Each Reporting Person.
8,900,000 Shares
(eight million nine hundred thousand)
10.
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares
(See Instructions) N/A
11.
Percent of Class Represented by Amount in Row (9) 13.98%
12.
Type of Reporting Person (See Instructions) IN- Individual
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
(l)
Names and I.R.S. Identification Numbers
of Reporting Persons-Furnish the full
legal name of each person for whom the
report is filed-i.e., each person required
to sign the schedule itself-including each
member of a group. Do not include the name
of a person required to be identified in the
report but who is not a reporting person.
Reporting persons that are entities are also
requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is
voluntary,not mandatory (see "SPECIAL INSTRUCTIONS
FOR COMPLYING WITH SCHEDULE 13G" below).
(2)
If any of the shares beneficially owned
by a reporting person are held as
a member of a group and that membership
is expressly affirmed, please check row 2(a)
If the reporting person disclaims membership
in a group or describes a relationship with
other persons but does not affirm the existence
of a group, please check row 2(b)
[unless it is a joint filing pursuant
to Rule 13d1(k)(1) in which case it
may not be necessary to check row 2(b)].
(3)
The third row is for SEC internal use;
please leave blank.
(4)
Citizenship or Place of Organization-Furnish
citizenship if the named reporting person is
a natural person. Otherwise, furnish place of organization.
(5)-(9), (11)
Aggregate Amount Beneficially Owned By Each
Reporting Person, Etc.-Rows (5) through (9)
inclusive, and (11) are to be completed in
accordance with the provisions of Item 4 of
Schedule 13G. All percentages are to be rounded off
to the nearest tenth (one place after decimal point).
(10)
Check if the aggregate amount reported as beneficially
owned in row (9) does not include shares as to which
beneficial ownership is disclaimed pursuant
to Rule 13d-4 (17 CFR 240.13d-4] under the
Securities Exchange Act of 1934.
(12)
Type of Reporting Person-Please classify each
"reporting person" according to the following
breakdown (see Item 3 of Schedule 13G) and
place the appropriate
symbol on the form:
Category
Symbol
Broker Dealer
BD
Bank
BK
Insurance Company
IC
Investment Company
IV
Investment Adviser
IA
Employee Benefit Plan, Pension Fund, or Endowment Fund
EP
Parent Holding Company/Control Person
HC
Savings Association
SA
Church Plan
CP
Corporation
CO
Partnership
PN
Individual
IN
Other
OO
Notes:
Attach as many copies of the second part
of the cover page as are needed,
one reporting person per page.
Filing persons may, in order to
avoid unnecessary duplication,
answer items on the schedules
(Schedule 13D, 13G or 14D1) by
appropriate cross references to
an item or items on the cover page(s).
This approach may only be used where
the cover page item or items provide
all the disclosure required by the
schedule item. Moreover, such a use
of a cover page item will result in
the item becoming a part of the
schedule and accordingly being considered
as "filed" for purposes of Section 18 of
the Securities Exchange Act or otherwise
subject to the liabilities of that section
of the Act. Reporting persons may
comply with their cover page filing
requirements by filing either completed
copies of the blank forms available from
the Commission, printed or typed facsimiles,
or computer printed facsimiles, provided
the documents filed have identical formats
to the forms prescribed in the Commission's
regulations and meet existing Securities
Exchange Act rules as to such matters as
clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of
the Securities Exchange Act of 1934
and the rules and regulations thereunder,
the Commission is authorized to solicit
the information required to be supplied by
this schedule by certain security holders
of certain issuers. Disclosure of the
information specified in this schedule
is mandatory, except for I.R.S. identification
numbers, disclosure of which is voluntary.
The information will be used for the primary
purpose of determining and disclosing
the holdings of certain beneficial owners
of certain equity securities. This statement
will be made a matter of public record.
Therefore, any information given will be
available for inspection by any member of
the public. Because of the public nature of
the information, the Commission can use it for
a variety of purposes, including referral to
other governmental authorities or securities
self-regulatory organizations for investigatory
purposes or in connection with litigation
involving the Federal securities laws or other
civil, criminal or regulatory statutes or
provisions. I.R.S. identification numbers,
if furnished, will assist the Commission in
identifying security holders and, therefore,
in promptly processing statements of
beneficial ownership of securities.
Failure to disclose the information requested
by this schedule, except for I.R.S.
identification numbers, may result in
civil or criminal action against the
persons involved for violation of the
Federal securities laws and rules
promulgated thereunder.
GENERAL INSTRUCTIONS
A.
Statements filed pursuant to Rule 13d-1(b)
containing the information required by
this schedule shall be filed not later
than February 14 following the calendar
year covered by the statement or within
the time specified in Rules 13d-1(b)(2)
and 13d2(c). Statements filed pursuant
to Rule 13d-1(c) shall be filed within
the time specified in Rules 13d-1(c),
13d-2(b) and 13d-2(d). Statements filed
pursuant to Rule 13d-1(d) shall be filed
not later than February 14 following the
calendar year covered by the statement
pursuant to Rules 13d-1(d) and 13d-2(b).
B.
Information contained in a form which is
required to be filed by rules under section
13(f) (15 U.S.C. 78m(f)) for the same
calendar year as that covered by a statement
on this schedule may be incorporated
by reference in response to any of
the items of this schedule. If such
information is incorporated by reference
in this schedule, copies of the relevant
pages of such form shall be filed
as an exhibit to this schedule.
C.
The item numbers and captions of the items
shall be included but the text of the
items is to be omitted. The answers to the
items shall be so prepared as to indicate
clearly the coverage of the items without
referring to the text of the items. Answer
every item. If an item is inapplicable
or the answer is in the negative, so state.
Item 1.
(a)
Name of Issuer
(b)
Address of Issuer's Principal Executive Offices
Item 2.
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
(d)
Title of Class of Securities
(e)
CUSIP Number
Item 3.
If this statement is filed pursuant to
240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
(a)
[ ]
Broker or dealer registered under section 15
of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d)
[ ]
Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund
in accordance with 240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control
person in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the
definition of an investment company under
section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
Group, in accordance with
240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership.
Provide the following information
regarding the aggregate number
and percentage of the class of
securities of the issuer identified in Item 1.
(a)
Amount beneficially owned: ________________________.
(b)
Percent of class: ____________________________.
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct
the vote ___________.
(ii)
Shared power to vote or to direct
the vote __________________.
(iii)
Sole power to dispose or to direct
the disposition of _________________.
(iv)
Shared power to dispose or to direct
the disposition of _______________.
Instruction. For computations regarding
securities which represent a right to
acquire an underlying security see 240.13d3(d)(1).
Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the
fact that as of the 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 [ ].
Instruction: Dissolution of a group requires
a response to this item.
Item 6.
Ownership of More than Five Percent on
Behalf of Another Person.
If any other person is known to have
the right to receive or the power to
direct the receipt of dividends from,
or the proceeds from the sale of,
such securities, a statement to that
effect should be included in response
to this item and, if such interest
relates to more than five percent of
the class, such person should be
identified. A listing of the shareholders
of an investment company registered
under the Investment Company Act of 1940
or the beneficiaries of employee benefit
plan, pension fund or endowment fund is
not required.
Item 7.
Identification and Classification of the
Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding
Company or Control Person.
If a parent holding company or Control
person has filed this schedule, pursuant
to Rule 13d-1(b)(1)(ii)(G), so indicate
under Item 3(g) and attach an exhibit
stating the identity and the Item 3
classification of the relevant subsidiary.
If a parent holding company or control
person has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d),
attach an exhibit stating the identification
of the relevant subsidiary.
Item 8.
Identification and Classification
of Members of the Group
If a group has filed this schedule
pursuant to 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and
attach an exhibit stating the
identity and Item 3 classification
of each member of the group.
If a group has filed this schedule
pursuant to 240.13d-1(c) or
240.13d-1(d), attach an exhibit
stating the identity of each
member of the group.
Item 9.
Notice of Dissolution of Group
Notice of dissolution of a group
may be furnished as an exhibit stating
the date of the dissolution and that all
further filings with respect to transactions
in the security reported on will be filed,
if required, by members of the group, in
their individual capacity. See Item 5.
Item 10.
Certification
(a)
The following certification shall be included if the
statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of
my knowledge and belief, the securities referred
to above were acquired and are held in the
ordinary course of business and 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.
(b)
The following certification shall be
included if the statement is filed
pursuant to 240.13d-1(c):
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.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify
that the information set forth in this
statement is true, complete and correct.
March 1, 2006
Date
Joseph Corso Jr.
Signature
Joseph Corso Jr.
Name/Title
Individual
The original statement shall be signed by each person
on whose behalf the statement is filed or his
authorized representative. If the statement is
signed on behalf of a person by his authorized
representative other than an executive officer
or general partner of the filing person,
evidence of the representative's authority
to sign on behalf of such person shall be
filed with the statement, provided, however,
that a power of attorney for this purpose
which is already on file with the Commission
may be incorporated by reference. The name
and any title of each person who signs the
statement shall be typed or printed beneath
his signature.
NOTE: Schedules filed in paper format shall
include a signed original and five copies
of
the schedule, including all exhibits. See
240.13d-7 for other parties for whom copies
are to be sent.
Attention:
Intentional misstatements or omissions of
fact constitute Federal criminal violations
(See 18 U.S.C. 1001)