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Reply Attention of |
Cam McTavish |
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Direct Tel. |
604.891.7731 |
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EMail Address |
czm@cwilson.com |
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Our File No. |
27520-1 / D/JLM/909575.1 | |||
October 4, 2006
BY EDGAR AND COURIER
Mail Stop #0405
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0405
USA
Attention: Jennifer Gowetski, Attorney-Advisor
Dear Sirs/Mesdames:
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Re: Upstream Biosciences Inc. (the "Company") |
Thank you for your letter of September 29, 2006 with your comments on the Company's Preliminary Information Statement on Schedule 14C (the “Information Statement”).
We are advised that shareholder approval of the amendment to the Company's Articles for the creation of the Preferred Shares (the “Amendment”) was obtained by written shareholder consent from shareholders holding a majority of the common stock of the Company, in accordance with the Company's Bylaws and the corporate law of the State of Nevada. The shareholders holding a majority of the shares of the Company that gave their consent consisted of the current directors and officers of the Company. As the Information Statement was filed prior to the record date of September 26, 2006, current share information was not available. We have now revised the Information Statement to include the identity of the shareholders who hold a majority of the outstanding shares who consented to the Amendment, the percentages held by such holders and the current issued and outstanding shares of the Company. This information is set out on page 7 of the Information Statement.
We have also revised the Information Statement to provide the disclosure required by Item 11 of Schedule 14A, which disclosure is set out on page 7 of the Information Statement.
HSBC Building 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314 www.cwilson.com
Some lawyers at Clark Wilson LLP practice through law corporations.
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Should you have any questions, please do not hesitate to contact the writer.
Yours truly,
CLARK WILSON LLP
Per: /s/ Cam McTavish
Cam McTavish
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cc: |
Owen Pinkerton, Senior Counsel |
D/JLM/909575.1