UPSTREAM BIOSCIENCES INC.
200 - 1892 West Broadway
Vancouver, BC V6J 1Y9
Canada
Tel: 778.995.5427
November 19, 2009
VIA FAX: 202.772.9368
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549-7010
USA
| Attention: | Sasha Singh Parikh |
| Staff Accountant |
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 September 4, 2009 with respect to the Form 8-K filed August 31, 2009.
| Accordingly, the Company acknowledges 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. |
Please feel free to contact the undersigned should you have any questions regarding the foregoing.
Yours truly,
UPSTREAM BIOSCIENCES INC.
/s/ Joel Bellenson
Joel Bellenson
CW2966554.1
