UPSTREAM BIOSCIENCES INC.
Suite 100 - 570 West 7th Avenue
Vancouver, British Columbia
Canada V5Z 4S6
Telephone No.: 604.707.5800
August 31, 2006
VIA EDGAR AND COURIER
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7010
USA
| Attention: | Amanda Sledge | ||
| Analyst |
| ||
Dear Sirs/Mesdames:
Re: Upstream Biosciences Inc. (the “Company”) |
The Company writes this letter in connection with its response to the comment letter from the Securities and Exchange Commission (the “Commission”) dated August 16, 2006 with respect to the Form 8-K filed on August 14, 2006.
| Accordingly, the Company acknowledges and confirms that: |
| 1. | The Company is responsible for the adequacy and accuracy of the disclosure in the filing; |
| 2. | Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| 3. | The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We trust you find the foregoing to be in order. Should you have any questions, please do not hesitate to contact the undersigned.
Yours truly,
UPSTREAM BIOSCIENCES INC.
/s/ Joel Bellenson
Joel Bellenson
Chief Executive Officer
D/CZM/895037.1
