Attention:

Jennifer Gowetski

Re:       Upstream Biosciences Inc.; File No. 0-50331

This letter is written to confirm:

1.

we are responsible for the adequacy and accuracy of the disclosure in our filings;

2.

staff comments or changes to disclosure in response to staff comments in our filings reviewed by the staff do not foreclose the Commission from taking any action with respect to our filings; and

3.

we 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.