UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 To
                                   FORM 10-KSB

(Mark One)

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

            For the fiscal year ended ______________________________

[X] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

      For the transition period from January 1, 2006 to September 30, 2006

                        Commission file number 000-30299

                            UPSTREAM BIOSCIENCES INC.
                 (Name of small business issuer in its charter)

           Nevada                                                98-0371433
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

Suite 100 - 570 West 7th Avenue, Vancouver, British
             Columbia, Canada                                      V5Z 4S6
  (Address of principal executive offices)                       (Zip Code)

                    Issuer's telephone number (604) 707-5800

          Securities registered pursuant to Section 12(b) of the Act:

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
       Nil                                                Nil

          Securities registered pursuant to Section 12(g) of the Act:

                         Common Shares, par value $0.001
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State issuer's revenues for its most recent fiscal year. $0

18,347,077 common shares @ $0.70 (1) = $12,842,953

(1) Average of bid and ask prices on September, 29 2006.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of equity
stock, as of the latest practicable date.

44,847,077 common shares issued and outstanding as of December 15, 2006.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

FORWARD LOOKING STATEMENTS

This transition report contains forward-looking statements as that term is
defined in Section 27A of the United States Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "intends",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential", or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", which may cause our or our industry's actual results,
levels of activity or performance to be materially different from any future
results, levels of activity or performance expressed or implied by these
forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity or performance. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

In this transition report, unless otherwise specified, all dollar amounts are
expressed in United States dollars and all references to "common shares" refer
to the common shares in our capital stock. Our financial statements are prepared
in accordance with United States generally accepted accounting principles.

As used in this transition report and unless otherwise indicated, the terms
"we", "us" and "our" refer to Upstream Biosciences Inc. and our wholly-owned
subsidiaries.

CORPORATE HISTORY

We were incorporated pursuant to the laws of the State of Nevada on March 20,
2002 under the name Integrated Brand Solutions Inc. and on February 6, 2006, we
changed our name to Upstream Biosciences Inc. We entered into an amended and
restated share exchange agreement dated February 24, 2006, which amended and
restated the terms of a share exchange agreement dated February 3, 2006.
Pursuant to the terms of the amended and restated share exchange agreement, our
company agreed to acquire all of the issued and outstanding stock of Upstream
Canada in exchange for the issuance by our company of 24,000,000 common shares.
The closing of the transactions contemplated in the amended share exchange
agreement and the acquisition of all of the issued and outstanding shares of
Upstream Canada occurred on March 1, 2006. As at the closing date, the former
shareholders of Upstream Canada held 54.2% of the issued and outstanding common
shares of our company. The acquisition of Upstream Canada was deemed to be a
reverse acquisition for accounting purposes. Upstream Canada, the acquired
entity, is regarded as the predecessor entity as of March 1, 2006.

Following our incorporation, we commenced the business as a start-up integrated
marketing services company. We offered integrated marketing services such as
advertising design, advertisement placement strategies, advertising sales,
branding services, website development, marketing plans, and tools to establish
focus groups and media strategies to prospective clients. Additionally, we
offered advertising and integrated marketing and branding services in hopes of
assisting companies in describing their products and services.

We were not successful in implementing our business plan as a marketing and
branding services business. As management of our company investigated
opportunities and challenges in the business of being a marketing and branding
services company, management realized that the business did not present the best
opportunity for our company to realize value for our shareholders. Accordingly,
we abandoned our previous business plan and focussed on the identification of
suitable businesses with which to enter into a business opportunity or business
combination.

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BUSINESS SUBSEQUENT TO THE ACQUISITION OF UPSTREAM CANADA

As of the closing date of the amended share exchange agreement on March 1, 2006,
our company commenced the business of developing genetic diagnostic biomarkers
for use in determining a patient's susceptibility to disease and predicting a
patient's response to drugs. Our business strategy is to generate revenues
through licensing our technologies or collaborating with third parties in the
disease susceptibility, biomarkers identification, and drug response areas of
cancer, primarily to companies that develop and/or market developing diagnostic
products.

Our company focuses our research on variations in the untranslated regions of
the human genome. Variations in these regions can be used as diagnostic markers
to predict or aid in the prediction of susceptibility to disease or to predict a
patient's response to drugs. We have identified and filed a provisional patent
application on genetic markers that, following successful development and
testing, may assist in determining the susceptibility of patients to liver
cancer. These markers may also be important for determining the susceptibility
of patients to other types of cancer, such as prostate or colorectal cancer. We
have also filed a provisional patent application on an assay for identifying
genetic markers that may predict a patient's response to a drug. On March 22,
2006, we have identified and filed a provisional patent application on genetic
markers that, following successful development and testing, may assist in
determining the susceptibility of patients to prostate cancer.

We incorporate data, ideas and methods from disciplines such as mathematics,
computer science, biochemistry, evolutionary biology, literature mining, pattern
recognition and network analysis and apply such information in a manner that
permits us to understand the genetic basis of human disease and the role that
variations in genes and their related gene regulatory regions play in the onset
of disease, particularly cancer. If successful, we believe that our research and
development will result in predictive models, discovery engines and related
technologies, which will enable us to develop potential diagnostic markers. The
presence, absence, varying quantities, and varying composition of molecules
provide information about the development of a disease or other physiological
condition. A molecule that provides this information is referred to as a
diagnostic marker. In order to develop a diagnostic marker, we must identify a
correlation between the presence of a particular variation of a molecule and a
disease or other physiological condition. Once a correlation is identified, we
must develop a method for identifying the correlation. Our goal is to develop
our research into marketable diagnostic markers that are easy to perform,
sensitive, consistent, safe, inexpensive and cover an attractive market segment.

We are currently developing platforms and related technologies that we hope will
enable the discovery of marketable diagnostic markers to aid in the disease
susceptibility and drug response areas of cancer. We are currently developing
our technologies which will enable us to identify and prioritize potential
diagnostic markers. Our goal is to develop our platforms and related
technologies to identify a variety of novel gene regulatory regions with
potential applications in diagnostics. Our business strategy is to understand
the relationship between genetic regulation, proteins and human diseases in
order to develop molecular diagnostic products. Through our research and
development, we intend to identify important disease genes, the proteins they
produce, and the biological pathways in which they are involved to better
understand the underlying molecular basis for the cause of human disease.

We have not generated any revenues from our technologies to date, including the
nine month transition period ended September 30, 2006. We are a development
stage company and we anticipate that we will require significant time and
financing before our technologies are developed to a marketable state. Once we
have developed our technologies to commercialization, we intend to generate
revenues in one of two ways. We may elect to license our diagnostic biomarkers
to third parties or we may elect to enter into joint ventures or other
collaborations with third parties such as pharmaceutical, biotechnology and
diagnostics companies, with the aim that they will develop and commercialize our
discoveries into therapeutic or diagnostic products. If such a collaboration is
successful, we will seek to receive payments upon the successful completion of
certain predetermined developmental stages and milestones, and receive royalties
from the sales of the drugs and/or diagnostics kits, which will be based on our
discoveries.

During the nine month transition period ended September 30, 2006, we did not
generate any revenues from the licensing of our technologies.

Our company had 44,847,077 common shares issued and outstanding as of September
30, 2006.

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<PAGE>
RISK FACTORS

Much of the information included in this transition report includes or is based
upon estimates, projections or other "forward-looking statements". Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.

Such estimates, projections or other "forward-looking statements" involve
various risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other
"forward-looking statements".

Our common shares are considered speculative during the development of our new
business operations. Prospective investors should consider carefully the risk
factors set out below.

RISKS RELATED TO OUR BUSINESS

WE HAVE HAD NEGATIVE CASH FLOWS FROM OPERATIONS SINCE INCEPTION. WE WILL REQUIRE
SIGNIFICANT ADDITIONAL FINANCING, THE AVAILABILITY OF WHICH CANNOT BE ASSURED,
AND IF OUR COMPANY IS UNABLE TO OBTAIN SUCH FINANCING, OUR BUSINESS MAY FAIL.

To date, we have had negative cash flows from operations and have depended on
sales of our equity securities and debt financing to meet our cash requirements.
Our ability to develop and, if warranted, commercialize our technologies, will
be dependent upon our ability to raise significant additional financing. If we
are unable to obtain such financing, we will not be able to fully develop our
business. Specifically, we will need to raise additional funds to:

     -    support our planned growth and carry out our business plan;

     -    continue scientific progress in our research and development programs;

     -    address costs and timing of conducting clinical trials and seek
          regulatory approvals and patent prosecutions;

     -    address competing technological and market developments;

     -    establish additional collaborative relationships; and

     -    market and develop our technologies.

We may not be able to obtain additional equity or debt financing on acceptable
terms as required. Even if financing is available, it may not be available on
terms that are favorable to us or in sufficient amounts to satisfy our
requirements. If we require, but are unable to obtain, additional financing in
the future, we may be unable to implement our business plan and our growth
strategies, respond to changing business or economic conditions, withstand
adverse operating results and compete effectively. More importantly, if we are
unable to raise further financing when required, we may be forced to scale down
our operations and our ability to generate revenues may be negatively affected.

WE HAVE A HISTORY OF LOSSES AND NOMINAL OPERATING RESULTS, WHICH RAISE
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Since inception through the transition period ended September 30, 2006, we have
incurred aggregate net losses of $1,922,038 from operations. We can offer no
assurance that we will operate profitably or that we will generate positive cash

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<PAGE>
flow in the future. In addition, our operating results in the future may be
subject to significant fluctuations due to many factors not within our control,
such as the level of competition and general economic conditions.

Our company's operations will be subject to all the risks inherent in the
establishment of a developing enterprise and the uncertainties arising from the
absence of a significant operating history. No assurance can be given that we
may be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our development, our
securities must be considered highly speculative. We are engaged in the business
of developing and commercializing genetic biomarkers, which technology is in the
development stage and we have not commenced the regulatory approval process for
our technology. We have not realized a profit from our operations to date and
there is little likelihood that we will realize any profits in the short or
medium term. Any profitability in the future from our business will be dependent
upon the successful commercialization or licensing of our core technology, which
itself is subject to numerous risk factors as set forth herein.

We expect to continue to incur development costs and operating costs.
Consequently, we expect to incur operating losses and negative cash flows until
our technology gains market acceptance sufficient to generate a sustainable
level of income from the commercialization or licensing of our technology. Our
history of losses and nominal operating results raise substantial doubt about
our ability to continue as a going concern, as described in the explanatory
paragraph in our company's independent registered public accounting firm's audit
report dated December 14, 2006.

WE CURRENTLY HOLD NO PATENTS ON OUR PROPRIETARY TECHNOLOGY AND IF WE ARE NOT
ABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, OUR COMPANY WILL SUFFER A MATERIAL
ADVERSE EFFECT.

We currently have five provisional patent applications of our technologies. We
currently rely on the provisional patent applications and trade secrets to
protect our proprietary intellectual property.

The departure of any of our management or any significant technical personnel or
consultants we hire in the future, the breach of their confidentiality and
non-disclosure obligations, or the failure to achieve our intellectual property
objectives may have a material adverse effect on our business, financial
condition and results of operations. We believe our success depends upon the
knowledge and experience of our management and our ability to market our
existing technology and to develop new technologies.

While we believe that we have adequately protected our proprietary technology,
and we intend to take all appropriate and reasonable legal measures to protect
it in the future, the use of our technology by a competitor could have a
material adverse effect on our business, financial condition and results of
operations. Our ability to compete successfully and achieve future revenue
growth will depend, in part, on our ability to protect our proprietary
technology and operate without infringing upon the rights of others. We may not
be able to successfully protect our proprietary technology, and our proprietary
technology may otherwise become known or similar technology may be independently
developed by competitors. Competitors may discover novel uses, develop similar
or more marketable technologies or offer services similar to our company at
lower prices. We cannot predict whether our technologies and services will
compete successfully with the technologies and services of existing or emerging
competitors.

OUR INABILITY TO COMPLETE OUR PRODUCT DEVELOPMENT ACTIVITIES SUCCESSFULLY MAY
SEVERELY LIMIT OUR ABILITY TO OPERATE AND FINANCE OPERATIONS.

Commercialization of our core technology will require significant additional
research and development as well as substantial clinical trials. We believe that
the United States will be the principal market for our technology, although we
may elect to expand into Japan and Western Europe. We may not be able to
successfully complete development of our core technology, or successfully market
our technology. We, and any of our potential collaborators, may encounter
problems and delays relating to research and development, regulatory approval
and intellectual property rights of our technology. Our research and development
programs may not be successful. Our core technology may not prove to be safe and
efficacious in clinical trials, and we may not obtain the intended regulatory

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<PAGE>
approvals for our core technology. Whether or not any of these events occur, we
may not have adequate resources to continue operations for the period required
to resolve the issue delaying commercialization and we may not be able to raise
capital to finance our continued operation during the period required for
resolution of that issue.

WE MAY LOSE OUR COMPETITIVENESS IF WE ARE NOT ABLE TO PROTECT OUR PROPRIETARY
TECHNOLOGY AND INTELLECTUAL PROPERTY RIGHTS AGAINST INFRINGEMENT, AND ANY
RELATED LITIGATION MAY BE TIME-CONSUMING AND COSTLY.

Our success and ability to compete depends to a significant degree on our
proprietary technology. If any of our competitors copy or otherwise gain access
to our proprietary technology or develop similar technologies independently, we
may not be able to compete as effectively. The measures we have implemented to
protect our proprietary technology and other intellectual property rights are
currently based upon a combination of provisional patent applications and trade
secrets. This, however, may not be adequate to prevent the unauthorized use of
our proprietary technology and our other intellectual property rights. Further,
the laws of foreign countries may provide inadequate protection of such
intellectual property rights. We may need to bring legal claims to enforce or
protect such intellectual property rights. Any litigation, whether successful or
unsuccessful, may result in substantial costs and a diversion of our company's
resources. In addition, notwithstanding our rights to our intellectual property,
other persons may bring claims against us alleging that we have infringed on
their intellectual property rights or claims that our intellectual property
rights are not valid. Any claims against us, with or without merit, could be
time consuming and costly to defend or litigate, divert our attention and
resources, result in the loss of goodwill associated with our business or
require us to make changes to our technology.

IF OUR PROVISIONAL PATENT APPLICATIONS AND PROPRIETARY RIGHTS DO NOT PROVIDE
SUBSTANTIAL PROTECTION, THEN OUR BUSINESS AND COMPETITIVE POSITION WILL SUFFER.

Our success depends in large part on our ability to develop, commercialize and
protect our proprietary technology. However, patents may not be granted on any
of our provisional or future patent applications. Also, the scope of any future
patent may not be sufficiently broad to offer meaningful protection. In
addition, any patents granted to us in the future may be successfully
challenged, invalidated or circumvented so that such patent rights may not
create an effective competitive barrier.

OUR COMPANY MAY BECOME SUBJECT TO INTELLECTUAL PROPERTY LITIGATION WHICH MAY
HARM OUR BUSINESS.

Our success depends in part on our ability to develop commercially viable
products without infringing the proprietary rights of others. Although we have
not been subject to any filed infringement claims, other patents could exist or
could be filed which may prohibit or limit our ability to market our products or
maintain a competitive position. In the event of an intellectual property
dispute, we may be forced to litigate. Intellectual property litigation may
divert management's attention from developing our technology and may force us to
incur substantial costs regardless of whether we are successful. An adverse
outcome could subject us to significant liabilities to third parties, and force
us to curtail or cease the development and commercialization of our technology.

IF OUR COMPANY COMMERCIALIZES OR TESTS OUR TECHNOLOGY, OUR COMPANY WILL BE
SUBJECT TO POTENTIAL PRODUCT LIABILITY CLAIMS WHICH MAY AFFECT OUR EARNINGS AND
FINANCIAL CONDITION.

We face an inherent business risk of exposure to product liability claims in the
event that the use of our core technology during research and development
efforts, including clinical trials, or after commercialization, results in
adverse affects. As a result, we may incur significant product liability
exposure, which may exceed any insurance coverage that we obtain in the future.
Even if we elect to purchase such issuance in the future, we may not be able to
maintain adequate levels of insurance at reasonable cost and/or reasonable
terms. Excessive insurance costs or uninsured claims may increase our operating
loss and affect our financial condition.

WE HAVE NOT GENERATED ANY REVENUES FROM OPERATIONS AND IF WE ARE UNABLE TO
DEVELOP MARKET SHARE AND GENERATE SIGNIFICANT REVENUES FROM THE
COMMERCIALIZATION OR LICENSING OF OUR TECHNOLOGY, THEN OUR BUSINESS MAY FAIL.

We operate in a highly competitive industry and our failure to compete
effectively and generate income through the commercialization or licensing of
our technology may adversely affect our ability to generate revenue. The

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business of developing genetic biomarkers is highly competitive and subject to
frequent technological innovation with improved price and/or performance
characteristics. There can be no assurance that our new or existing technologies
will gain market acceptance. Management is aware of similar technologies which
our technology, when developed to a stage of commercialization, will compete
directly against. Many of our competitors have greater financial, technical,
sales and marketing resources, better name recognition and a larger customer
base than ours. In addition, many of our large competitors may offer customers a
broader or superior range of services and technologies. Some of our competitors
may conduct more extensive promotional activities and offer lower
commercialization and licensing costs to customers than we do, which could allow
them to gain greater market share or prevent us from establishing and increasing
our market share. Increased competition in the genetic biomarker industry may
result in significant price competition, reduced profit margins or loss of
market share, any of which may have a material adverse effect on our ability to
generate revenues and successfully operate our business. Our competitors may
develop technologies superior to those that our company is currently developing.
In the future, we may need to decrease our prices if our competitors lower their
prices. Our competitors may be able to respond more quickly to new or changing
opportunities, technologies and customer requirements. Such competition will
potentially affect our chances of achieving profitability, and ultimately affect
our ability to continue as a going concern.

RAPID TECHNOLOGICAL CHANGES IN OUR INDUSTRY MAY RENDER OUR TECHNOLOGY
NON-COMPETITIVE OR OBSOLETE AND CONSEQUENTLY AFFECT OUR ABILITY TO GENERATE
FUTURE REVENUES.

The genetic biomarker industry is characterized by rapidly changing technology,
evolving industry standards and varying customer demand. We believe that our
success will depend on our ability to generate income through the
commercialization and licensing of our technology and that it will require us to
continuously develop and enhance our technology that is currently being
developed and introduce new and more technologically advanced technologies
promptly into the market. We can make no assurance that our technology will not
become obsolete due to the introduction of alternative technologies. If we are
unable to continue to develop and introduce new genetic biomarkers to meet
technological changes and changes in market demands, our business and operating
results, including our ability to generate revenues, may be adversely affected.

IF WE FAIL TO EFFECTIVELY MANAGE THE GROWTH OF OUR COMPANY AND THE
COMMERCIALIZATION OR LICENSING OF OUR TECHNOLOGY, OUR FUTURE BUSINESS RESULTS
COULD BE HARMED AND OUR MANAGERIAL AND OPERATIONAL RESOURCES MAY BE STRAINED.

As we proceed with the development of our technology and the expansion of our
marketing and commercialization efforts, we expect to experience significant
growth in the scope and complexity of our business. We will need to add staff to
market our services, manage operations, handle sales and marketing efforts and
perform finance and accounting functions. We anticipate that we will be required
to hire a broad range of additional personnel in order to successfully advance
our operations. This growth is likely to place a strain on our management and
operational resources. The failure to develop and implement effective systems,
or to hire and retain sufficient personnel for the performance of all of the
functions necessary to effectively service and manage our potential business, or
the failure to manage growth effectively, could have a material adverse effect
on our business and financial condition.

FAILURE TO OBTAIN AND MAINTAIN REQUIRED REGULATORY APPROVALS WILL SEVERELY LIMIT
OUR ABILITY TO COMMERCIALIZE OUR TECHNOLOGY.

We believe that it is important for the success of our business to obtain the
approval of the Food and Drug Administration in the United States (FDA) before
we commence commercialization of our technology in the United States, the
principal market for our technology. We may also be required to obtain
additional approvals from foreign regulatory authorities to apply for any sales
activities we may carry out in those jurisdictions. If we cannot demonstrate the
safety, reliability and efficacy of our technology, the FDA or other regulatory
authorities could delay or withhold regulatory approval of our technology.

Even if we obtain regulatory approval of our technology, that approval may be
subject to limitations on the indicated uses for which it may be marketed. Even
after granting regulatory approval, the FDA and other regulatory agencies and
governments in other countries will continue to review and inspect any future
marketed products as well as any manufacturing facilities that we may establish
in the future. Later discovery of previously unknown problems with a product or
facility may result in restrictions on the product, including a withdrawal of

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the product from the market. Further, governmental regulatory agencies may
establish additional regulations which could prevent or delay regulatory
approval of our technology.

EVEN IF WE OBTAIN REGULATORY APPROVAL TO COMMERCIALIZE OUR TECHNOLOGY, LACK OF
COMMERCIAL ACCEPTANCE MAY IMPAIR OUR BUSINESS.

Our product development efforts are primarily directed toward obtaining
regulatory approval to market genetic diagnostic markers. Diagnostic markers for
cancer have been widely available for a number of years, and our technology may
not be accepted by the marketplace as readily as these or other competing
products, processes and methodologies. Additionally, our technology may not be
employed in all potential applications being investigated, and any reduction in
applications may limit the market acceptance of our technology and our potential
revenues. As a result, even if our technology is developed into a marketable
technology and we obtain all required regulatory approvals, we cannot be certain
that our technology will be adopted at a level that would allow us to operate
profitably.

IF WE DO NOT KEEP PACE WITH OUR COMPETITORS, TECHNOLOGICAL ADVANCEMENTS AND
MARKET CHANGES, OUR TECHNOLOGY MAY BECOME OBSOLETE AND OUR BUSINESS MAY SUFFER.

The market for our technology is very competitive, is subject to rapid
technological changes and varies for different individual products. We believe
that there are potentially many competitive approaches being pursued that
compete with our technology, including some by private companies for which
information is difficult to obtain.

Many of our competitors have significantly greater resources and have developed
products and processes that directly compete with our technology. Our
competitors may develop, or may in the future develop, new technologies that
directly compete with our technology or even render our technology obsolete. Our
technology is designed to develop diagnostic products. Even if we are able to
demonstrate improved or equivalent results from our technology, researchers and
practitioners may not use our technology and we may suffer a competitive
disadvantage. Finally, to the extent that others develop new technologies that
address the targeted application for our current technology, our business will
suffer.

OUR ABILITY TO HIRE AND RETAIN KEY PERSONNEL WILL BE AN IMPORTANT FACTOR IN THE
SUCCESS OF OUR BUSINESS AND A FAILURE TO HIRE AND RETAIN KEY PERSONNEL MAY
RESULT IN OUR INABILITY TO MANAGE AND IMPLEMENT OUR BUSINESS PLAN.

We are highly dependent upon our management personnel such Joel Bellenson and
Dexster Smith because of their experience developing genetic diagnostic markers.
The loss of the services of one or more of these individuals may impair
management's ability to operate our company. We have not purchased key man
insurance on any of these individuals, which insurance would provide us with
insurance proceeds in the event of their death. Without key man insurance, we
may not have the financial resources to develop or maintain our business until
we could replace the individual or to replace any business lost by the death of
that person. The competition for qualified personnel in the markets in which we
operate is intense. In addition, in order to manage growth effectively, we must
implement management systems and recruit and train new employees. We may not be
able to attract and retain the necessary qualified personnel. If we are unable
to retain or to hire qualified personnel as required, we may not be able to
adequately manage and implement our business.

WE WILL DEPEND UPON THE ESTABLISHMENT OF RELATIONSHIPS WITH THIRD PARTIES TO
TEST OUR TECHNOLOGIES AND ANY RELATIONSHIP MAY REQUIRE OUR COMPANY TO SHARE
REVENUES AND TECHNOLOGY.

Management anticipates that it will be crucial to identify the degree of
elevated or reduced risk of a particular disease or medication based on a
particular variation or combination of variations. To do so will require access
to samples of patients who have had the diseases in question as well as normal
populations. And for each of these collections of samples, it will be important
to note the demographic and epidemiological ranges covered by the collection.
This would entail establishing relationships with clinics, hospitals,
universities and companies that have repositories of biological samples with
carefully curated patient disease and demographic information. These
relationships have various confidentiality provisions that require negotiations
that can span several months. In addition, some of these institutions have
national or provincial mandates for providing access to these samples that may

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require us to make our test results publicly available for these jurisdictions
or institutions at a reduced rate and could also require us to provide a flow
back of intellectual property licensing for their further research process. Any
such requirement may reduce our revenues.

OUR COMPANY WILL BE DEPENDENT ON VARIOUS OUTSOURCING ACTIVITIES FOR TESTING OUR
TECHNOLOGY AND FAILURE TO OUTSOURCE CERTAIN ACTIVITIES WILL HAVE A MATERIAL
ADVERSE EFFECT ON OUR COMPANY.

We intend to establish relationships with various vendors of biological
laboratory services. Such laboratory services may include DNA SNP profiling,
gene expression profiling, cell culturing, recombinant techniques for inserting
reporter genes into artificial constructs for testing purposes, profiling of
transcription factors active in different disease states, and other laboratory
and analytical services depending upon the outcome of the results at various
stages. Our ability to secure and maintain these future relationships will be
critical to the success of our business objectives, and conversely the inability
to secure these future relationships on reasonable commercial terms represents a
risk and could have a material adverse effect on our operations or financial
condition.

MOST OF OUR ASSETS AND ALL OF OUR DIRECTORS AND OFFICERS ARE OUTSIDE THE UNITED
STATES, WITH THE RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE WITHIN
THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF OUR DIRECTORS OR
OFFICERS.

Although we are organized under the laws of the State of Nevada, United States,
our principal business office is located in Vancouver, British Columbia, Canada.
Outside the United States, it may be difficult for investors to enforce
judgements against us that are obtained in the United States in any action,
including actions predicated upon civil liability provisions of federal
securities laws. In addition, all of our directors and officers reside outside
the United States, and nearly all of the assets of these persons and our assets
are located outside of the United States. As a result, it may not be possible
for investors to effect service of process within the United States upon such
persons or to enforce against us or such persons judgements predicated upon the
liability provisions of United States securities laws. There is substantial
doubt as to the enforceability against us or any of our directors and officers
located outside the United States in original actions or in actions of
enforcement of judgments of United States courts or liabilities predicated on
the civil liability provisions of United States federal securities laws. In
addition, as the majority of our assets are located outside of the United
States, it may be difficult to enforce United States bankruptcy proceedings
against us. Under bankruptcy laws in the United States, courts typically have
jurisdiction over a debtor's property, wherever it is located, including
property situated in other countries. Courts outside of the United States may
not recognize the United States bankruptcy court's jurisdiction. Accordingly,
you may have trouble administering a United States bankruptcy case involving a
Nevada company as debtor with most of its property located outside the United
States. Any orders or judgements of a bankruptcy court obtained by you in the
United States may not be enforceable.

OUR BUSINESS IS SUBJECT TO COMPREHENSIVE GOVERNMENT REGULATION AND ANY CHANGE IN
SUCH REGULATION MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR COMPANY.

There is no assurance that the laws, regulations, policies or current
administrative practices of any government body, organization or regulatory
agency in the United States or any other jurisdiction, will not be changed,
applied or interpreted in a manner which will fundamentally alter the ability of
our company to carry on our business. The actions, policies or regulations, or
changes thereto, of any government body or regulatory agency, or other special
interest groups, may have a detrimental effect on our company. Any or all of
these situations may have a negative impact on our operations.

RISKS RELATED TO OUR COMMON STOCK

A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR ABILITY TO CONTINUE OPERATIONS.

A prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because a significant portion of our operations has been and will be
financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our

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<PAGE>
operations. Such reductions may force us to reallocate funds from other planned
uses and may have a significant negative effect on our business plans and
operations, including our ability to develop new products and continue our
current operations. If our stock price declines, we can offer no assurance that
we will be able to raise additional capital or generate funds from operations
sufficient to meet our obligations. If we are unable to raise sufficient capital
in the future, we may not be able to have the resources to continue our normal
operations.

The market price for our common stock may also be affected by our ability to
meet or exceed expectations of analysts or investors. Any failure to meet these
expectations, even if minor, may have a material adverse effect on the market
price of our common stock.

IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE, IT WILL RESULT IN THE DILUTION OF
OUR EXISTING SHAREHOLDERS.

Our certificate of incorporation authorizes the issuance of up to 750,000,000
shares of common stock with a $0.001 par value and 100,000,000 preferred shares
with a par value of $0.001, of which 44,847,077 common shares were issued as of
September 30, 2006. Our board of directors may fix and determine the
designations, rights, preferences or other variations of each class or series
within each class. Our board of directors may choose to issue some or all of
such shares to acquire one or more businesses or to provide additional financing
in the future. The issuance of any such shares will result in a reduction of the
book value and market price of the outstanding shares of our common stock. If we
issue any such additional shares, such issuance will cause a reduction in the
proportionate ownership and voting power of all current shareholders. Further,
such issuance may result in a change of control of our corporation.

TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SECURITIES EXCHANGE COMMISSION'S
PENNY STOCK REGULATIONS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL
OUR STOCK.

The Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by the penny
stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

NASD SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.

In addition to the "penny stock" rules described above, the National Association
of Securities Dealers (NASD) has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the NASD believes that
there is a high probability that speculative low priced securities will not be

                                       10
<PAGE>
suitable for at least some customers. The NASD requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.

OUR COMMON STOCK IS ILLIQUID AND THE PRICE OF OUR COMMON STOCK MAY BE NEGATIVELY
IMPACTED BY FACTORS WHICH ARE UNRELATED TO OUR OPERATIONS.

Our common stock is currently quoted on the OTC Bulletin Board. Trading of our
stock through the OTC Bulletin Board is frequently thin and highly volatile.
There is no assurance that a sufficient market will develop in the stock, in
which case it could be difficult for shareholders to sell their stock. The
market price of our common stock could fluctuate substantially due to a variety
of factors, including market perception of our ability to achieve our planned
growth, quarterly operating results of our competitors, trading volume in our
common stock, changes in general conditions in the economy and the financial
markets or other developments affecting our competitors or us. In addition, the
stock market is subject to extreme price and volume fluctuations. This
volatility has had a significant effect on the market price of securities issued
by many companies for reasons unrelated to their operating performance and could
have the same effect on our common stock.

ITEM 2. DESCRIPTION OF PROPERTY.

Our principal office is located at 100 - 570 West 7th Avenue Vancouver British
Columbia Canada. The 1,000 square feet office space serves as the base of
operations for our corporate, managerial, accounting, financial, administrative,
sales and marketing functions. Our company has leased the office premises for
the period from March 1, 2006, to February 28, 2007, pursuant to an Amended and
Restated Facilities Agreement dated April 10, 2006. The lease is renewable in
six-month increments. The monthly fixed rent is $2,780 (or CDN$3,100 plus
applicable taxes) which is payable in shares or cash, at the sole discretion of
our company, at the prevailing market price. The rent is inclusive of utilities,
security and computer facilities. Upon expiration of the lease, we intend to
renew our lease, or move to a larger office space in Vancouver if additional
space is required.

ITEM 3. LEGAL PROCEEDINGS.

We know of no material, active, or pending legal proceeding against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation where such claim or action involves damages for more than 10% of our
current assets as of December 15, 2006. There are no proceedings in which any of
our company's directors, officers, or affiliates, or any registered or
beneficial shareholders, is an adverse party or has a material interest adverse
to our company's interest.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On September 18, 2006, shareholders holding a majority of our issued and
outstanding shares approved an amendment to our Articles of Incorporation
pursuant to a shareholder consent resolution in accordance with Nevada law. The
amendment altered our authorized share structure to include 100,000,000
preferred shares with a par value of $0.001, issuable in one or more series,
with the number of shares in, and the special rights and restrictions attached
to such series, to be designated by our board of directors. We filed a Schedule
14C Information Statement on October 11, 2006 and delivered the document to our
shareholders of record as of the close of business on September 26, 2006. The
amendment to our Articles of Incorporation was effective with the State of
Nevada on November 27, 2006 and in accordance with the expiration of the 20 day
period mandated by Rule 14C of the Securities Exchange Act of 1934.

                                       11
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        PURCHASES OF EQUITY SECURITIES.

Our stock is listed for quotation on the OTC Bulletin Board under the trading
symbol "UPBS". Nevada Agency and Trust Company is the registrar and transfer
agent for our common shares. Their address is 50 West Liberty, Suite 800 Reno,
Nevada, 89501 Telephone: 775.322.0626, Facsimile: 775.322.5623. Our common
shares initially began trading on the OTC Bulletin Board on September 1, 2004
under the trading symbol "IBSO.OB". The following table sets forth, for the
periods indicated, the high and low closing prices for each quarter within the
last two fiscal years ended September 30, 2006 as reported by the quotation
service operated by the OTC Bulletin Board. All quotations for the OTC Bulletin
Board reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.

          Quarter Ended                High           Low
          -------------                ----           ---

        September 30, 2006            $1.10          $0.45
        June 30, 2006                 $1.42          $0.51
        March 31, 2006                $1.62          $1.30
        December 31, 2005             $ nil          $ nil
        September 30, 2005            $ nil          $ nil
        June 30, 2005                 $ nil          $ nil
        March 31, 2005                $ nil          $ nil
        December 31, 2004             $ nil          $ nil
        September 30, 2004            $ nil          $ nil
        June 30, 2004                 $ nil          $ nil

On September 29, 2006, the closing price for the common stock as reported by the
quotation service operated by the OTC Bulletin Board was $0.70.

As of September 30, 2006, there were 12 registered holders of record of our
common stock. As of such date, 44,847,077 common shares were issued and
outstanding.

DIVIDEND POLICY

We have not declared or paid any cash dividends since inception. Although there
are no restrictions that limit our ability to pay dividends on our common
shares, we intend to retain future earnings, if any, for use in the operation
and expansion of our business and do not intend to pay any cash dividends in the
foreseeable future.

EQUITY COMPENSATION PLAN INFORMATION

We currently do not have any stock option or equity compensation plans or
arrangements but are committed to developing a stock option plan in the near
future.

RECENT SALES OF UNREGISTERED SECURITIES

On May 24, 2006, pursuant to the terms of an Amended and Restated Facilities
Agreement dated April 10, 2006, we issued 17,500 common shares to the British
Columbia Cancer Agency. The common shares were issued to the British Columbia
Cancer Agency as a non-U.S. person (as that term is defined in Regulation S of
the Securities Act of 1933, as amended), in an offshore transaction relying on
Regulation S and/or section 4(2) of the Securities Act of 1933, as amended.

                                       12
<PAGE>
On September 13, 2006, pursuant to the terms of a License Agreement dated March
10, 2005, we issued 29,577 common shares to the British Columbia Cancer Agency.
The common shares were issued to the British Columbia Cancer Agency as a
non-U.S. person (as that term is defined in Regulation S of the Securities Act
of 1933, as amended), in an offshore transaction relying on Regulation S and/or
section 4(2) of the Securities Act of 1933, as amended.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS.

On July 7, 2006, our board of directors approved a change in our fiscal year
from December 31 to September 30. To facilitate the change, we are reporting a
one-time, nine month transition year covering the period ended September 30,
2006. Subsequent to the transition year, our first full financial year will
cover the period from October 1, 2006 to September 30, 2007. We will file
quarterly reports on Form 10-QSB for our new fiscal year end of September 30.

The following is a discussion and analysis of our company's results from
operations and financial position for the audited consolidated nine month
transition period ended September 30, 2006 and the unaudited nine month
comparative period ended September 30, 2005 and the factors that could affect
our future financial condition and results of operations. Historical results may
not be indicative of future performance. This discussion and analysis should be
read in conjunction with our consolidated financial statements and the notes
thereto included elsewhere in this transition report. Our company's audited
consolidated financial statements are prepared in accordance with United States
generally accepted accounting principles. All references to dollar amounts in
this section are in United States dollars unless expressly stated otherwise.
Please see the "Note on Forward Looking Statements" and "Risk Factors" for a
list of our risk factors.

THE ACQUISITION OF UPSTREAM CANADA

As of the closing date of the amended share exchange agreement on March 1, 2006,
our company commenced the business of developing genetic diagnostic biomarkers
for use in determining a patient's susceptibility to disease and predicting a
patient's response to drugs. Our business strategy is to generate revenues
through licensing our technologies or collaborating with third parties in the
disease susceptibility, biomarkers identification, and drug response areas of
cancer, primarily to companies that develop and/or market developing diagnostic
products.

Our company focuses our research on variations in the untranslated regions of
the human genome. Variations in these regions can be used as diagnostic markers
to predict or aid in the prediction of susceptibility to disease or to predict a
patient's response to drugs. We have identified and filed a provisional patent
application on genetic markers that, following successful development and
testing, may assist in determining the susceptibility of patients to liver
cancer. These markers may also be important for determining the susceptibility
of patients to other types of cancer, such as prostate or colorectal cancer. We
have also filed a provisional patent application on an assay for identifying
genetic markers that may predict a patient's response to a drug. On March 22,
2006, we have identified and filed a provisional patent application on genetic
markers that, following successful development and testing, may assist in
determining the susceptibility of patients to prostate cancer.

We incorporate data, ideas and methods from disciplines such as mathematics,
computer science, biochemistry, evolutionary biology, literature mining, pattern
recognition and network analysis and apply such information in a manner that
permits us to understand the genetic basis of human disease and the role that
variations in genes and their related gene regulatory regions play in the onset
of disease, particularly cancer. If successful, we believe that our research and
development will result in predictive models, discovery engines and related
technologies, which will enable us to develop potential diagnostic markers. The
presence, absence, varying quantities, and varying composition of molecules
provide information about the development of a disease or other physiological
condition. A molecule that provides this information is referred to as a
diagnostic marker. In order to develop a diagnostic marker, we must identify a
correlation between the presence of a particular variation of a molecule and a
disease or other physiological condition. Once a correlation is identified, we
must develop a method for identifying the correlation. Our goal is to develop
our research into marketable diagnostic markers that are easy to perform,
sensitive, consistent, safe, inexpensive and cover an attractive market segment.

We are currently developing platforms and related technologies that we hope will
enable the discovery of marketable diagnostic markers to aid in the disease
susceptibility and drug response areas of cancer. We are currently developing

                                       13
<PAGE>
our technologies which will enable us to identify and prioritize potential
diagnostic markers. Our goal is to develop our platforms and related
technologies to identify a variety of novel gene regulatory regions with
potential applications in diagnostics. Our business strategy is to understand
the relationship between genetic regulation, proteins and human diseases in
order to develop molecular diagnostic products. Through our research and
development, we intend to identify important disease genes, the proteins they
produce, and the biological pathways in which they are involved to better
understand the underlying molecular basis for the cause of human disease.

We have not generated any revenues from our technologies to date, including the
nine month transition period ended September 30, 2006. We are a development
stage company and we anticipate that we will require significant time and
financing before our technologies are developed to a marketable state. Once we
have developed our technologies to commercialization, we intend to generate
revenues in one of two ways. We may elect to license our diagnostic biomarkers
to third parties or we may elect to enter into joint ventures or other
collaborations with third parties such as pharmaceutical, biotechnology and
diagnostics companies, with the aim that they will develop and commercialize our
discoveries into therapeutic or diagnostic products. If such a collaboration is
successful, we will seek to receive payments upon the successful completion of
certain predetermined developmental stages and milestones, and receive royalties
from the sales of the drugs and/or diagnostics kits, which will be based on our
discoveries.

PLAN OF OPERATIONS

As of September 30, 2006, our company had cash and cash equivalents of $471,527
and working capital of $30,815. We estimate our operating expenses and working
capital requirements for the next twelve month period to be as follows:

               Estimated Expenses for the Next Twelve Month Period

          Operating Expenses
            Employee and Consultant Compensation              $480,000
            Business Development and Travel Expenses          $194,000
            Professional Fees                                 $170,000
            Royalties                                         $ 50,000
            General and Administrative Expenses               $ 40,000
                                                              --------
          Total                                               $934,000
                                                              ========

EMPLOYEE AND CONSULTANT COMPENSATION

We estimate that our employee and consultant compensation expenses for the next
twelve month period will be approximately $480,000. Most of our employee and
consultant compensation expense consists of research and development costs of
our technology by Joel Bellenson, our Chief Executive Officer, Dexster Smith,
our President and Tim Fernback, our Chief Financial Officer.

All of our current research and development is carried out by Mr. Bellenson and
Mr. Smith. Both individuals have entered into employment agreements with our
company. Pursuant to the terms of the employment agreements, our company agreed
to pay Mr. Bellenson and Mr. Smith a base salary of $85,000. Upon our company's
filing of a provisional patent application on the application of our DNA
biomarkers to enhance the accuracy of existing prostrate cancer diagnostic
tests, our company increased their respective salaries to $120,000. Our company
is also required to increase the respective salaries to $150,000 if our company
files provisional patent applications for DNA biomarkers for two additional
diseases. In addition to options that are anticipated to be issued to Mr.
Bellenson and Mr. Smith, our company also agreed to pay a bonus of $25,000 upon
the filing of a provisional patent application on the same terms set out above.
This bonus was paid to Mr. Bellenson and Mr. Smith on March 31, 2006, in
conjunction with reaching this provisional patent application milestone. Our
company also agreed to pay a further bonus of $25,000 upon the filing of
provisional patent applications for DNA biomarkers for two additional diseases.
This particular milestone was reached on September 26, 2006 with the filing of
provisional patent applications for the second of two additional diseases. Mr.
Bellenson and Mr. Smith have agreed to accrue the addition compensation,
including an increase in salary from $120,000 annually to $150,000 annually and

                                       14
<PAGE>
the individual bonuses of $25,000 each, resulting form filing the two additional
provisional patents until such time that the company has secured additional
funds for its operations.

Our company also retained TCF Ventures Corp., a company beneficially owned by
Mr. Tim Fernback, as a consultant to provide financial advisory services to our
company pursuant to the terms of a Consultant Engagement Agreement dated
February 7, 2006, as amended on February 13, 2006. In addition to the issuance
of common shares and options as set out in the agreement, our company agreed to
pay the consultant $4,510 (CDN$5,000) per month plus applicable taxes subject to
adjustment as set out in the consulting agreement, as well as, 400,000 options
on March 1, 2006. The options are exercisable until March 1, 2016 at the
exercise price of $0.80 per share. Upon reaching the first milestone as
described in the consulting agreement on March 31, 2006, our company agreed to
pay the consultant approximately $5,410 (CDN$6,000) per month plus applicable
taxes subject to further upward adjustment as set out in the consulting
agreement. On April 12, 2006, Mr. Fernback became our company's Chief Financial
Officer.

Although our company anticipates that the majority of our research and
development requirements will be met from the efforts of Mr. Bellenson and Mr.
Smith, we may retain additional services as and when circumstances warrant. In
the event we require such services, we intend to hire such persons as
independent contractors based upon terms to be determined when needed.

BUSINESS DEVELOPMENT AND TRAVEL EXPENSES

We estimate our business development and travel expenses for the next twelve
month period to be the approximately $194,000. We anticipate that we will incur
$94,000 in investor relations and marketing costs and $100,000 in travel costs
and costs incurred from attending industry conferences. We have hired an
investor relations person to, among other things, produce investor and marketing
materials. Our company also intends to incur travelling expenses to attend
biotech related conferences and investigate financing opportunities should our
company require additional financing during the next twelve month period.

PROFESSIONAL FEES

We expect to incur significant legal expenses to prepare and file a number of
provisional patent applications over the next twelve month period, as new
discoveries are made in our research and development process. Furthermore, as a
publicly traded company, we expect the incur on-going legal and accounting
expenses to comply with our reporting responsibilities as public company under
the United States Securities Exchange Act of 1934, as amended. During the next
twelve month period, we intend to obtain director and officer insurance and
perhaps general insurance for our company. We estimate our legal, accounting and
insurance expenses for the next fiscal year to be approximately $170,000.

ROYALTIES

We estimate our royalty related expenditures on licensing complementary
technology for the next twelve month period to be in the aggregate amount of
$50,000.

GENERAL AND ADMINISTRATIVE EXPENSES

We anticipate spending $40,000 on general and administrative costs in the next
twelve month period. These costs primarily consist of expenses such as rent,
office supplies and office equipment.

PRODUCT RESEARCH AND DEVELOPMENT

Except for approximately $10,000 that we may spend in connection with the
development of our website, we do not anticipate that we will expend any
significant additional funds on research and development, other than the
salaries of Joel Bellenson, our Chief Executive Officer, Dexster Smith, our
President, and Tim Fernback, our Chief Financial Officer, over the next twelve
month period.

                                       15
<PAGE>
PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment over the next twelve
month period.

EMPLOYEES

As of September 30, 2006, we had four employees consisting of Joel Bellenson as
our Chief Executive Officer, Dexster Smith as our President, Tim Fernback as our
Chief Financial Officer and Steve Bajic as our Secretary and Treasurer. We plan
to hire additional employees when circumstances warrant.

TRENDS AND UNCERTAINTIES

Our ability to generate revenues in the future is dependent on whether we
successfully develop our technologies and create a marketable product and
license or otherwise commercialize our products. We cannot predict whether or
when this may happen and this causes uncertainty with respect to the growth of
our company and our ability to generate revenues.

FINANCING

To date, we have had negative cash flows from operations and we have been
dependent on sales of our equity securities and debt financing to meet our cash
requirements. We expect this situation to continue for the foreseeable future.
We anticipate that we will have negative cash flows from operations in the next
twelve month period.

Our company incurred a loss of $1,843,529 for the nine month transition period
ended September 30, 2006. As of September 30, 2006, we had working capital of
$30,815. On March 1, 2006, effective February 1, 2006, we issued a 5% $1,000,000
convertible debenture and 400,000 warrants to purchase shares of our common
stock. Each warrant entitles the holder to purchase one share of our common
stock for an exercise price of $1.25 per share. The terms of the convertible
debenture are set out in Item 1.01 of our Current Report on Form 8-K filed on
March 7, 2006. As indicated above, our estimated working capital requirements
and projected operating expenses for the next twelve month period total
$934,000. As we had cash and cash equivalents of $471,527 and current assets of
$503,706 as at September 30, 2006, we anticipate that such funds will not be
sufficient to pay our estimated expenses for the next twelve month period. We
intend to fulfil any additional cash requirement through the sale of our equity
securities.

There are no assurances that we will be able to obtain funds required for our
continued operation. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain additional financing
on a timely basis, we will not be able to meet our other obligations as they
become due and we will be forced to scale down or perhaps even cease the
operation of our business.

Given that we are a development stage company and have not generated significant
revenues to date, our cash flow projections are subject to numerous
contingencies and risk factors beyond our control, including market acceptance
of our products, competition from well-funded competitors, and our ability to
manage our expected growth. We can offer no assurance that our company will
generate cash flow sufficient to meet our cash flow projections or that our
expenses will not exceed our projections. If our expenses exceed estimates, we
will require additional monies during the next twelve months to execute our
business plan.

There is substantial doubt about our ability to continue as a going concern as
the continuation of our business is dependent upon obtaining further long-term
financing, successful development of our technologies into a marketable product
and successful and sufficient market acceptance of our products once developed
and, finally, achieving a profitable level of operations. The issuance of
additional equity securities by us could result in significant dilution of the
equity interests of our current stockholders. Obtaining commercial loans,
assuming those loans would be available, will increase our liabilities and
future cash commitments.

                                       16
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2006, we had cash and cash equivalents of $471,527 and
$472,891 in current liabilities. The current liabilities primarily consisted of
accrued license fees of $25,802, amounts due to related parties of $68,798 and
accounts payable and accrued liabilities of $378,291. We had working capital of
$30,815 as of September 30, 2006.

During the nine month transition period ended September 30, 2006, our company
received two allotments of $500,000 from the 5% $1,000,000 convertible debenture
that we issued on February 1, 2006 to Novar Capital Corp. The terms of the
convertible debenture are set out in Item 1.01 of our Current Report on Form 8-K
filed on March 7, 2006.

There are no assurances that we will be able to obtain further funds required
for our continued operations. We intend to pursue various financing alternatives
to meet our immediate and long-term financial requirements. There can be no
assurance that additional financing will be available to us when needed or, if
available, that it can be obtained on commercially reasonable terms. If we are
not able to obtain additional financing on a timely basis, we will be unable to
conduct our operations as planned, and we will not be able to meet our other
obligations as they become due. In such event, we will be forced to scale down
or perhaps even cease our operations.

GOING CONCERN

Due to the uncertainty of our ability to meet our current operating and capital
expenses, in their report on Upstream Canada's audited financial statements for
the nine month transition period ended September 30, 2006, Upstream Canada's
independent auditors included an explanatory paragraph regarding substantial
doubt about its ability to continue as a going concern. Our financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure by our independent auditors. Our September 30, 2006 financial
statements also reflect an explanatory paragraph regarding substantial doubt
about our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

Our company has no outstanding derivative financial instruments, off-balance
sheet guarantees, interest rate swap transactions or foreign currency contracts.
Neither our company nor our operating subsidiary engages in trading activities
involving non-exchange traded contracts.

CAPITAL EXPENDITURES

Capital expenditures during the nine month transition period ended September 30,
2006 amounted to $12,407 with $nil expended during the comparative nine month
period ended September 30, 2005. As of December 15, 2006, there were no material
commitments for capital expenditures and none are anticipated in the next twelve
month period.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying disclosures of our company. Although these estimates are based on
management's knowledge of current events and actions that our company may
undertake in the future, actual results may differ from such estimates.

CONVERTIBLE DEBENTURE ACCOUNTING POLICY

In accordance with EITF 00-27 "Application of Issue No. 98-5 to Certain
Convertible Instruments", the proceeds received on issuance of the convertible
debenture have been allocated between the convertible debt and the detachable
warrants based on their relative fair values. At the date of issuance, the fair
value of the detachable warrants represents the difference between the stated
value and the carrying value of the convertible debenture and was recorded as

                                       17
<PAGE>
additional paid-in capital. The carrying value of the debenture will be accreted
to its face value at maturity on February 1, 2009 through a charge to interest
expense on a straight line basis.

STOCK-BASED COMPENSATION ACCOUNTING POLICY

In accordance with SFAS No. 123R, "Share-Based Payments", all grants of stock
options and share issuances to employees and consultants for compensation are
recognized in the financial statements based on the fair value of the award at
the grant date. The Black-Scholes fair value pricing model was selected to value
these share-based payments. The modified prospective approach was adopted during
our former fiscal year beginning on January 1, 2006 since there were no
stock-based compensation awards granted prior to this date.

RECENT DEVELOPMENTS

CONVERTIBLE DEBENTURE

In March and April 2006 the Company issued a three year 5% $1,000,000
convertible debenture due on February 1, 2009. The debenture is convertible into
1,000,000 shares of common stock anytime at our company's option. In addition,
400,000 share purchase warrants were issued to the debenture holder exercisable
at $1.25 per share until the earlier of December 31, 2006 or when two patents
have been filed with the United States patent office claiming novel applications
of our company's technology to assist in the diagnosis of two diseases other
than prostate cancer. The debenture holder agreed to forfeit $200,000 of the
outstanding balance under the debenture and a corresponding reduction in common
share convertibility following the filing, by our company, of the two patent
applications as required by the debenture. We file the two patent applications
as required by the debenture. The 5% interest is being accrued during the three
year term of the debenture but is not payable until maturity. At September 30,
2006, accrued interest of $29,167 has been recorded since issuance.

In late September 2006, we filed a provisional patent application with the
United States patent office for certain ovarian and thyroid cancer biomarkers.
This significant event triggered the expiry of the 400,000 share purchase
warrants and the forfeiture of $200,000 of the face value of the debenture.
Accordingly, the maturity value on February 1, 2009 has been reduced to $800,000
and the convertibility feature to 800,000 shares.

In accordance with EITF 98-5 "Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios", we
recognized the value of the embedded beneficial conversion feature of $268,108.
This value was recorded immediately as non-cash interest expense for the nine
month transition period ended September 30, 2006 as the debenture is convertible
at any time.

In addition and in accordance with EITF 00-27 "Application of Issue No. 98-5 to
Certain Convertible Instruments", we allocated the proceeds of issuance between
the convertible debt and the detachable warrants based on their relative fair
values. Accordingly, we recognized the fair value of the detachable warrants of
$360,964 as additional paid-in capital and will record further interest expense
over the term of the convertible debenture resulting from this difference
between the stated value and carrying value at the date of issuance. As an
offset, the carrying value of the convertible debenture will be accreted to the
face value of $1,000,000 at maturity, subsequently reduced to $800,000 following
the late September 2006 forfeiture described above. In this connection, interest
expense of $70,187 has been accreted for the nine month transition period ended
September 30, 2006 (nine month comparative period ended September 30, 2005 -
$nil), increasing the carrying value of the convertible loans from $679,143 at
the date the funds were received to $709,223 at September 30, 2006 before the
forfeiture and $567,379 after the forfeiture.

FUND RAISING AGREEMENT

We have engaged Atlas Capital Services, LLC, an investment banking firm, to
raise financing up to $10 million on a best efforts basis over the nine month
period from August 21, 2006 to May 20, 2007, which agreement may be extended by
mutual consent. We have agreed to pay Atlas Capital Services a cash transaction
fee upon consummation of a financing, which fee will equal 8% of the principal
amount of the financing plus warrants. The warrants will allow for the purchase
of our common stock equal to 10% of the financing amount exercisable on a

                                       18
<PAGE>
cashless basis over a period of four years from the closing date of the
financing and at a price equal to the effective per share price paid in the
financing.

MATERIAL TRENDS AND UNCERTAINTIES

Periodic changes occur in our company's industry and business that make it
reasonably likely that aspects of our future operating results will be
materially different from our historical operating results. Sometimes these
matters have not occurred, but their existence is sufficient to raise doubt
regarding the likelihood that historical operating results are an accurate gauge
of future performance. Our company attempts to identify and describe these
trends, events, and uncertainties to assist investors in assessing the likely
future performance of our company. Investors should understand that these
matters typically are new, sometimes unforeseen, and often are fluid in nature.
Moreover, the matters described below are not the only issues that may result in
variances between past and future performance nor are they necessarily the only
material trends, events, and uncertainties that will affect our company. As a
result, investors are encouraged to use this and other information to judge for
themselves the likelihood that past performance will be indicative of future
performance.

The trends, events, and uncertainties set out in the remainder of this section
have been identified by our company as those we believe are reasonably likely to
materially affect the comparison of historical operating results reported herein
to either past period results or to future operating results.

Following the acquisition of Upstream Biosciences Inc, our company diversified
our business into the research and development of genetic diagnostic biomarkers
for use in determining a patient's susceptibility to disease and predicting a
patient's response to drugs. The future performance of this business may
materially affect the future performance of our company.

SUMMARY FINANCIAL INFORMATION - NINE MONTH TRANSITION PERIOD ENDED SEPTEMBER 30,
2006 COMPARED TO NINE MONTH COMPARATIVE PERIOD ENDED SEPTEMBER 30, 2005

The following table sets forth selected financial data of our company for the
periods indicated. The selected financial data for the nine month transition
period ended September 30, 2006 and the comparative nine month period ended
September 30, 2005. The 2006 results have been derived from our audited
financial statements, while the 2005 results have been derived from our
unaudited financial statements, each of which appear elsewhere in this
transition report. The following unaudited summary financial information, in the
opinion of management, has been prepared on the same basis as the audited
financial statements and contains all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation of the financial
condition and results of operations for such periods. The table sets forth, in
United States dollars, the selected financial data as prepared in accordance
with accounting principles generally accepted in the United States.

The results for the periods presented are not necessarily indicative of the
results that may be expected for any future period. The financial data should be
read in conjunction with the financial statements of our company and the notes
thereto included elsewhere in this transition report.

                                       19
<PAGE>
Statements of Operations

<TABLE>
<CAPTION>
                                             Nine Month Transition    Nine Month Comparative
                                                 Period Ended             Period Ended
                                              September 30, 2006       September 30, 2005
                                              ------------------       ------------------
                                                  (audited)               (unaudited)
<S>                                             <C>                      <C>
Revenue                                         $         --             $     38,384
  Operating expenses                               1,843,529                   90,179
  Net loss                                        (1,843,529)                 (51,795)
  Weighted average shares outstanding             51,264,775               24,000,000
  Loss from operations per share                $      (0.04)            $      (0.00)
  Net loss per share                            $      (0.04)            $      (0.00)

Balance Sheet

                                              September 30, 2006       September 30, 2005
                                              ------------------       ------------------
                                                  (audited)               (unaudited)

  Total assets                                  $    515,350             $     32,280
  Current liabilities                                472,891                   86,001
  Long term liabilities                              567,378                       --
  Total stockholders equity deficiency          $   (524,919)            $    (53,721)
</TABLE>

SUMMARY OF KEY RESULTS - NINE MONTH TRANSITION PERIOD ENDED SEPTEMBER 30, 2006
COMPARED TO NINE MONTH COMPARATIVE PERIOD ENDED SEPTEMBER 30, 2005

Total revenue for the nine month transition period ended September 30, 2006 was
$nil, which represents a decrease from the total net revenue of $38,384 for the
nine month comparative period ended September 30, 2005.

Operating expenses, including management compensation expenses, both stock-based
and cash, interest and bank charges, license fees and royalties, research and
development, investor and corporate communications, professional fees and
general and administrative expenses, for the nine month transition period ended
September 30, 2006 were $1,843,529, which represents a 1,944% increase in
operating expenses of $90,179 for the nine month comparative period ended
September 30, 2005.

Interest expense for the nine month transition period ended September 30, 2006
was $366,270, which represents a significant increase from $177 for the nine
month comparative period ended September 30, 2005.

RESULTS OF OPERATIONS - NINE MONTH TRANSITION PERIOD ENDED SEPTEMBER 30, 2006
COMPARED TO NINE MONTH COMPARATIVE PERIOD ENDED SEPTEMBER 30, 2005

Our company's loss before taxes for the nine month transition period ended
September 30, 2006 was $1,843,529, as compared to a loss before taxes of $51,795
for the nine month comparative period ended September 30, 2005. The loss was
mainly attributable to the costs associated with the reverse merger, maintaining
a public listing for our securities, compensation to management and consultants
(both stock-based and cash), interest expenses, research and development related
expenses and professional fees realized during this period.

REVENUES AND COST OF REVENUES

Total net revenues for the nine month transition period ended September 30, 2006
was $nil, which represents a decrease from the total net revenue of $38,384 for
the nine month comparative period ended September 30, 2005. The decrease in net
revenues was primarily attributable to the elimination of our bioinformatics
consulting business.

                                       20
<PAGE>
OPERATING EXPENSES

Operating expenses for the nine month transition period ended September 30, 2006
were $1,843,529, which represents a significant increase in operating expenses
of $90,179 for the nine month comparative period ended September 30, 2005. The
increase in operating expenses during the nine month transition period ended
September 30, 2006 reflects the increased operating costs of being a public
company in the United States and increased compensation and research and
development expenses. During the nine month comparative period ended September
30, 2005, we were a private company with no reporting obligations and minimal
operating expenses.

Investor and corporate communications expenses for the nine month transition
period ended September 30, 2006 increased to $23,655 from $nil for the nine
month comparative period ended September 30, 2005. The increase reflects
increased costs as a result of the consulting fees and communications activities
during the period, directly attributable to the maintaining of our public
listing for our securities. Our company anticipates that we may require
additional and more extensive investor and corporate communications services in
the future.

License fees and royalties expenses increased during the nine month transition
period ended September 30, 2006 to $30,202 from $nil for the nine month
comparative period ended September 30, 2005. The increase was mainly due license
agreements for certain technologies acquired from the University of British
Columbia and the British Columbia Cancer Agency. Our company anticipates that
these costs may increase in the future as our company's operations continue to
expand and we acquire additional technologies from academic and corporate
organizations.

Management compensation expenses increased significantly during the nine month
transition period ended September 30, 2006 to $1,164,863 from $73,431 for the
nine month comparative period ended September 30, 2005. During the nine month
transition period ended September 30, 2006, stock-based compensation represented
$700,150 or approximately 60% of the total management compensation expense,
while cash based compensation represented $464,713 or approximately 40% during
the same period. This increase was mainly due to an increase in wages associated
with our senior management team and the hiring of individuals during this
period. Our company anticipates that these costs may increase in the future as
our company's operations continue to expand.

Research and development expenses for the nine months ended September 30, 2006
increased to $118,843 from $nil for the nine month comparative period ended
September 30, 2005. The increase reflects increased costs associated with our
biomarker and assay research and development activities during the period,
consisting primarily of wages to senior management of our company. We anticipate
that we will require additional and more extensive research and development
activities in the future.

Office and general and administrative expenses increased approximately 309%
during the nine month transition period ended September 30, 2006 to $41,179 from
$10,064 for the nine month comparative period ended September 30, 2005. The
increase was mainly due to increased facilities rental fees incurred as a result
of the expansion of our company's operations. Our company anticipates that these
costs may increase in the future as our company's operations continue to expand.

Professional fee expenses for the nine month transition period ended September
30, 2006 increased to $99,083 from $6,507 for the nine month comparative period
ended September 30, 2005. The significant increase reflects increased costs as a
result of maintaining a public listing for our securities during this period,
and consists primarily of legal and accounting services. Our company anticipates
that we may require additional and more extensive legal and accounting services
in the future, as our company's operations continue to expand.

Interest expense and bank charges for the nine month transition period ended
September 30, 2006 was $366,270, which represents a significant increase from
$177 for the nine month comparative period ended September 30, 2005. This
increase is primarily due to the accrual of interest relating to a convertible
debenture issued to Novar Capital Corp. as part of a convertible debenture
financing for $1,000,000 that occurred during the nine month transition period
ended September 30, 2006.

                                       21
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES - NINE MONTH TRANSITION PERIOD ENDED SEPTEMBER
30, 2006 COMPARED TO NINE MONTH COMPARATIVE PERIOD ENDED SEPTEMBER 30, 2005

Our company's principal cash requirements are for operating expenses, including
staff costs, professional fees, and general and administrative expenses.

As of September 30, 2006, our company had net working capital of $30,815
compared with a deficit of $53,721 at September 30, 2005, which represents an
increase of approximately $84,536. The cash and cash equivalents of our company
increased to $471,527 as at September 30, 2006, compared to $22,389 as at
September 30, 2005.

The ability of our company to meet our financial commitments is primarily
dependent upon the continued extension of credit by our creditors, the continued
financial support of our directors and shareholders, the continued issuance of
equity to new shareholders, and our ability to achieve and maintain profitable
operations. Our company has raised and received additional capital of $1,000,000
by issuing a convertible debenture during the nine month transition period ended
September 30, 2006.

Management believes that our company's cash and cash equivalents, cash provided
by operating activities, if any, and our unused credit facilities will not be
sufficient to meet our working capital requirements for the next twelve months.
Our company plans to raise the capital required to satisfy our immediate
short-term needs and additional capital required to meet our estimated funding
requirements for the next twelve months primarily through the private placement
of equity securities. The issuance of additional equity securities by our
company may result in a significant dilution in the equity interests of our
current shareholders. There is no assurance that our company will be able to
obtain further funds required for our continued working capital requirements.
These factors, among others, indicate that we may be unable to continue as a
going concern.

OPERATING ACTIVITIES

Operating activities used cash of $527,045 for the nine month transition period
ended September 30, 2006 as compared to $52,605 for the nine month comparative
period ended September 30, 2005. The increase of net cash used for operating
activities was mainly caused by increases relating to our company's operations
during the nine month transition period, including the payment of our company
expenses relating to accounts payable and accrued liabilities, shares issued for
operating expenses and the accretion of the convertible debenture.

INVESTING ACTIVITIES

Our company increased the cash used in investing activities to $22,862 during
the nine month transition period ended September 30, 2006 from $nil during the
nine month comparative period ended September 30, 2005. The increase in
investing activities was largely due to the purchase of furniture and equipment
and the increase in restricted cash due to the purchase of a guaranteed
investment certificate by the company to be used as collateral to secure a
corporate credit facility.

FINANCING ACTIVITIES

The proceeds from the issuance of a convertible debenture provided cash of
$1,000,000 for the nine month transition period ended September 30, 2006 while
cash from a related party loan provided cash of $68,001 during the nine month
comparative period ended September 30, 2005.

CAPITAL EXPENDITURES

Our company incurred $12,407 in capital expenditures during the nine month
transition period ended September 30, 2006 and had no capital expenditures for
the nine month comparative period ended September 30, 2005. As of September 30,
2006, our company did not have any material commitments for capital expenditures
and management does not anticipate that our company will spend additional
material amounts on capital expenditures in the near future.

                                       22
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

Our company has no outstanding derivative financial instruments, off-balance
sheet guarantees, interest rate swap transactions or foreign currency contracts.
Our company does not engage in trading activities involving non-exchange traded
contracts.

CONTRACTUAL OBLIGATIONS

OPERATING LEASES

Operating leases include non-cash commitments for office space of $33,384 for
each annual period. Our company's principal business office is located at 100 -
570 West 7th Avenue Vancouver, British Columbia, Canada V5Z 4S6. The 1,000
square feet office space serves as the base of our corporate, managerial,
accounting, financial, administrative, and research and development functions.
The monthly fixed rent is $2,782.

LICENSE AGREEMENT WITH THE BRITISH COLUMBIA CANCER AGENCY BRANCH

Our company entered into a license agreement with the British Columbia Cancer
Agency Branch on March 10, 2005 for a seven year term expiring March 2012
regarding bioinformatics technology developed at the University of British
Columbia. Under the terms of the contract, our company has agreed to pay a
license fee of approximately $20,000, payable in shares of our company at a fair
value subject to approval from the British Columbia Cancer Agency Branch. This
obligation was settled in shares valued at $17,747 prior to September 30, 2006.

In addition to the license fee, our company has agreed to pay annual royalties
starting September 13, 2006 equal to 10% of the gross revenue from licensed
product sales or $10,000, whichever is greater. At September 30, 2006, $5,000
has been accrued since the first year royalty was waived.

LICENSE AGREEMENT WITH THE UNIVERSITY OF BRITISH COLUMBIA

Upstream Canada entered into a License Agreement with the University of British
Columbia on March 23, 2005 for a ten year term expiring March 2015 regarding
bioinformatics technology developed at the University of British Columbia. Under
the contract, Upstream Canada agreed to pay a license fee consisting of $7,500
cash plus an equity component that is subject to further negotiations. The
equity component has been recorded at the estimated amount of $12,500 at
September 30, 2006. Due to the share exchange agreement with Upstream Canada,
our company is currently negotiating with the University of British Columbia to
issue common shares of our company instead of Upstream Canada shares in order to
satisfy the equity component of the license fee commitment.

In addition to the license fee, and commencing in March 2005, Upstream Canada
has agreed to pay the greater of (a) annual royalties equal to 15% of the gross
revenue from licensed product sales or (b) the minimum annual sliding scale
amounts as follows: $7,500 for years 1 and 2; $15,000 for years 3 through 7; and
$20,000 for years 8 through 10. At September 30, 2006, royalties of $11,250 had
been accrued but unpaid pending completion of on-going negotiations.

The aggregate minimum annual payments under the British Columbia Cancer Agency
Branch and the University of British Columbia license agreements for the next
five years ending September 30 are as follows:

                   2007                $ 17,500
                   2008                  25,000
                   2009                  25,000
                   2010                  25,000
                   2011                  25,000
                   Thereafter            85,000
                                       --------

                                       $202,500
                                       ========

                                       23
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.

The following consolidated financial statements and the notes thereto are filed
as part of this transition report:

     1.   Report of Independent Registered Public Accounting Firm, dated
          December 14, 2006;

     2.   Consolidated balance sheets as of September 30, 2006 and December 31,
          2005;

     3.   Consolidated statements of operations for the nine months ended
          September 30, 2006 and the nine months ended September 30, 2005
          (unaudited) and for the twelve months ended December 31, 2005;

     4.   Consolidated statements of shareholders' deficit from June 14, 2004
          (inception) to September 30, 2006;

     5.   Consolidated statement of cash flows for the nine months ended
          September 30, 2006 and the nine months ended September 30, 2005
          (unaudited) and for the twelve months ended December 31, 2005; and

     6.   Notes to Consolidated Financial Statements.

                                       24
<PAGE>
              LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP
                              CHARTERED ACCOUNTANTS


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors of Upstream Biosciences, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Upstream
Biosciences, Inc. (a development stage company) as of September 30, 2006 and the
related  consolidated  statements of  operations,  cash flows and  stockholders'
deficit for the period from January 1, 2006 through  September  30, 2006.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit. The consolidated financial statements as of December 31, 2005 and for
the period from June 14, 2004  (inception)  to December 31, 2005 were audited by
other  auditors  whose  report dated  August 18, 2006  expressed an  unqualified
opinion on those financial statements. The consolidated financial statements for
the period June 14, 2004  (inception)  to December  31, 2005 reflect a total net
loss of $78,509 of the related  cumulative  totals.  Our opinion,  insofar as it
relates  to amounts  included  for such prior  periods,  is based  solely on the
report of such other auditors.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our  opinion,  based on our audit and the  report  of other  auditors,  these
consolidated  financial statements present fairly, in all material respects, the
financial  position of Upstream  Biosciences,  Inc. as of September 30, 2006 and
the results of its  operations and its cash flows for the period from January 1,
2006  through  September  30,  2006 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company is in the development stage, has not generated
revenues since  inception,  has incurred losses in developing its business,  and
further losses are anticipated.  The Company  requires  additional funds to meet
its obligations and the costs of its operations. These factors raise substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in this regard are  described in Note 1. The  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.

Our  previous  report  dated  December  14,  2006  has  been  withdrawn  and the
accompanying financial statements restated to correct misstatements as disclosed
in Note 11.

                                       /s/ DALE MATHESON CARR-HILTON LABONTE LLP
                                                           CHARTERED ACCOUNTANTS

Vancouver, Canada
December 14, 2006, except for Note 11 which is of November 23, 2010

                                       25
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         September 30,
                                                             2006
                                                         (Unaudited)          September 30,         December 31,
                                                         (Restated -              2005                 2005
                                                         see Note 11)          (Unaudited)          (Audited)
                                                          ----------           ----------           ----------
<S>                                                       <C>                   <C>                  <C>
                                                              $                    $                    $
                                     ASSETS

CURRENT ASSETS
  Cash                                                       471,527               22,389               21,434
  Short term investment                                       10,455                   --                   --
  Receivables                                                 16,075                9,891                1,286
  Prepaid expenses                                             5,649                   --                5,926
                                                          ----------           ----------           ----------
                                                             503,706               32,280               28,646

Furniture and Equipment (Note 4)                              11,644                   --                   --
                                                          ----------           ----------           ----------

                                                             515,350               32,280               28,646
                                                          ==========           ==========           ==========

                                   LIABILITIES

CURRENT LIABILITIES
  Accounts payable and accrued liabilities (Note 5)          378,291               21,714                8,089
  Accrued license fees (Note 10)                              25,802                   --               23,706
  Amounts owing to related parties (Note 5)                   68,798               64,287               78,487
                                                          ----------           ----------           ----------
                                                             472,891               86,001              110,282

CONVERTIBLE DEBENTURE (Note 6)                               567,378                   --                   --
                                                          ----------           ----------           ----------

                                                           1,040,269               86,001              110,282
                                                          ----------           ----------           ----------

COMMITMENTS AND CONTINGENCIES (Note 7)

                            STOCKHOLDERS' DEFICIENCY

COMMON STOCK (Note 7)
  750,000,000 shares authorized at
   $0.001 par value 44,847,077 issued and
   outstanding (December 31, 2005 - 24,000,000)                  893                  345                  345
ADDITIONAL PAID IN CAPITAL                                 1,506,033                   --                   --
DEFERRED EXPENSE                                              (2,782)                  --                   --
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE              (2,019,884)             (51,413)             (78,509)
ACCUMULATED OTHER COMPREHENSIVE LOSS                          (9,179)              (2,653)              (3,472)
                                                          ----------           ----------           ----------
                                                            (524,919)             (53,721)             (81,636)
                                                          ----------           ----------           ----------

                                                             515,350               32,280               28,646
                                                          ==========           ==========           ==========
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       26
<PAGE>
                            UPSTREAM BIOSCIENCES INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                    Cumulative
                                                                                                  From Inception
                                                      Nine Months Ended                         (June 14, 2004) to
                                              September 30,                                        September 30,
                                                  2006           September 30,     Year Ended          2006
                                               (Restated -           2005          December 31,     (Restated -
                                              see Note 11)        (Unaudited)          2005        see Note 11)
                                               ----------         ----------        ----------      ----------
<S>                                           <C>                 <C>              <C>           <C>
                                                   $                  $                 $               $
REVENUE
  Consulting revenue                                   --             38,384            38,788          67,600
                                               ----------         ----------        ----------      ----------
OPERATING EXPENSES
  Decpreciation                                       763                 --                --             763
  Interest and bank charges (Note 6)              366,270                177               232         366,502
  Investor communications                          23,655                 --                --          23,655
  License fees and royalties                       30,202                 --            17,021          47,223
  Loss on foreign exchange                         (1,329)                --                --          (4,801)
  Management compensation (Note 5)                464,713             73,431            74,067         567,344
  Office and miscellaneous                         41,179             10,064            10,169          54,686
  Professional fees                                99,083              6,507            16,190         115,273
  Research and development (Note 5)               118,843                 --                --         118,843
  Stock based compensation (Notes 5 and 7)        700,150                 --                --         700,150
                                               ----------         ----------        ----------      ----------
                                                1,843,529             90,179           117,679       1,989,638
                                               ----------         ----------        ----------      ----------

NET LOSS                                       (1,843,529)           (51,795)          (78,891)     (1,922,038)
                                               ==========         ==========        ==========      ==========

BASIC NET LOSS PER SHARE                            (0.04)             (0.00)            (0.00)
                                               ==========         ==========        ==========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING     51,264,775         24,000,000        24,000,000
                                               ==========         ==========        ==========
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements

                                       27
<PAGE>
                            UPSTREAM BIOSCIENCES INC
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                    Cumulative
                                                                                                  From Inception
                                                      Nine Months Ended                         (June 14, 2004) to
                                              September 30,                                        September 30,
                                                  2006           September 30,     Year Ended          2006
                                               (Restated -           2005          December 31,     (Restated -
                                              see Note 11)        (Unaudited)          2005        see Note 11)
                                               ----------         ----------        ----------      ----------
<S>                                           <C>                 <C>              <C>           <C>
                                                   $                  $                 $               $
CASH FLOW USED IN OPERATING ACTIVITIES
  Net loss                                     (1,843,529)          (51,795)          (78,891)      (1,922,038)
  Non-cash items included in net loss:
    Depreciation                                      763                --                --              763
    Shares issued for operating expenses          735,665                --                --          735,664
    Beneficial conversion feature                 268,108                --                --          268,108
    Accretion of convertible debenture             70,187                --                --           70,187
    Foreign exchange translation adjustment        (5,707)           (2,653)           (3,472)          (9,179)
  Changes in non-cash working capital:
    Receivables                                   (14,788)            5,863            14,167          (16,075)
    Prepaid expenses                               (2,504)               --            (5,927)          (8,431)
    Accounts payable and accrued liabilities      272,356            (4,020)           (5,023)         280,445
    Amounts owing to related parties               (9,689)               --                --           (9,689)
    Accrued license fees                            2,095                --            23,707           25,802
                                               ----------        ----------        ----------       ----------

NET CASH FLOW USED IN OPERATING ACTIVITIES       (527,045)          (52,605)          (55,139)        (584,443)
                                               ----------        ----------        ----------       ----------
CASH FLOW FROM INVESTING ACTIVITIES
  Purchase of office furniture and equipment      (12,407)               --                --          (12,407)
  Purchase of short term investment               (10,455)               --                --          (10,455)
                                               ----------        ----------        ----------       ----------

NET CASH FLOW FROM INVESTING ACTIVITIES           (22,862)               --                --          (22,862)
                                               ----------        ----------        ----------       ----------
CASH FLOW FROM FINANCING ACTIVITIES
  Proceeds from convertible debentures          1,000,000                --                --        1,000,000
  Loan from related party                              --            68,001            69,580           78,487
  Issuance of common stock for cash                    --                --                --              345
                                               ----------        ----------        ----------       ----------

NET CASH FLOW FROM FINANCING ACTIVITIES         1,000,000            68,001            69,580        1,078,832
                                               ----------        ----------        ----------       ----------

INCREASE IN CASH                                  450,093            15,396            14,441          471,527

CASH, BEGINNING                                    21,434             6,993             6,993               --
                                               ----------        ----------        ----------       ----------

CASH, ENDING                                      471,527            22,389            21,434          471,527
                                               ==========        ==========        ==========       ==========
</TABLE>


SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS (Note 8)

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       28
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                  (Formerly Integrated Brands Solutions, Inc.)
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
      FOR THE PERIOD FROM MARCH 18, 2002 (INCEPTION) TO SEPTEMBER 30, 2006

<TABLE>
<CAPTION>
                                                                                         Accumulated     Deficit
                                              Common Stock                                  Other      Accumulated
                                         -------------------    Additional              Comprehensive   During the       Total
                                         Number of               Paid-in     Deferred      Income      Development   Stockholders'
                                          Shares      Amount     Capital     Expense       (Loss)         Stage         Deficit
                                          ------      ------     -------     -------       ------         -----         -------
<S>                                    <C>         <C>          <C>           <C>          <C>            <C>          <C>
BALANCE - MARCH 18, 2002 (DATE
OF INCEPTION)                                   --   $     --  $       --   $     --      $    --      $        --    $        --

Activity from inception through
 March 31, 2004                         59,300,000     59,300     (10,300)        --           --          (77,105)       (28,105)

BALANCE - MARCH 31, 2004                59,300,000     59,300     (10,300)        --           --          (77,105)       (28,105)

Forward stock split on a 1.5:1
 basis                                  29,650,000     29,650     (29,650)        --           --               --             --
Net loss                                        --         --          --         --           --          (50,205)       (50,205)
                                        ----------   --------  ----------   --------      -------      -----------    -----------
BALANCE - DECEMBER 31, 2005             88,950,000     88,950     (39,950)        --           --         (127,310)       (78,310)

Share exchange and recapitalization
 (Note 3)
   Shares issued to former
    shareholders of Upstream Canada     24,000,000     24,000          --         --           --               --         24,000
    UBSI shares canceled upon
     acquisition                        68,650,000    (68,650)         --         --           --               --        (68,650)
    Recapitalization adjustment                 --    (43,955)     39,950         --       (3,472)         (49,045)       (56,522)
    Balance after share exchange        44,300,000        345          --         --       (3,472)        (176,355)      (179,482)
Fair value compensation to consultant
  Issuance of stock at $1.20 per share     500,000        500     599,500         --           --               --        600,000
  Grant of stock options                        --         --     100,150         --           --               --        100,150
Issuance of convertible debenture
  Fair value of detachable warrants             --         --     360,964         --           --               --        360,964
  Embedded beneficial conversion feature        --         --     268,108         --           --               --        268,108
Issuance of stock for operating expense
  Prepaid rent                              17,500         18      17,750    (17,768)          --               --             --
  Less: amount charged to operations            --         --          --     14,986           --               --         14,986
Issuance of stock for BCCA license fee      29,577         30      17,717         --           --               --         17,747
Partial forfeiture of convertible
 debenture                                      --         --     141,844         --           --               --        141,844
Comprehensive income (loss)
Foreign exchange translation adjustment         --         --          --         --       (5,707)              --         (5,707)

Net loss                                        --         --          --         --           --       (1,843,529)    (1,843,529)
                                        ----------   --------  ----------   --------      -------      -----------    -----------

BALANCE - SEPTEMBER 30, 2006            44,847,077   $    893  $1,506,033   $ (2,782)     $(9,179)     $(2,019,884)   $  (524,919)
                                        ==========   ========  ==========   ========      =======      ===========    ===========
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                       29
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


(1) NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

By Share  Exchange  Agreement  amended and dated  February  24,  2006,  Upstream
Biosciences  Inc.  (formerly  Integrated  Brand Solutions Inc) (called "UBSI" or
"the Company"),  a Nevada corporation,  incorporated on March 20, 2002 under the
laws of the State of Nevada,  acquired 100% of the issued and outstanding shares
of Upstream  Biosciences Inc.  ("Upstream  Canada"),  in exchange for 24,000,000
shares of common stock of the Company representing 54.2% of the total issued and
outstanding  shares of the Company at the time (See Note 3). In connection  with
this transaction, UBSI changed its name to Upstream Biosciences Inc.

This  acquisition has been accounted for as a reverse  acquisition with Upstream
Canada being treated as the accounting parent (legal  subsidiary) and UBSI being
treated  as  the  accounting   subsidiary  (legal  parent).   Accordingly,   the
consolidated  results of  operations  of the Company  include  those of Upstream
Canada  for the period  from its  inception  on June 14,  2004 and those of UBSI
since the date of the reverse acquisition, February 24, 2006.

Upstream  Canada was  incorporated on June 14, 2004 under the laws of Canada for
the purpose of developing genetic diagnostic biomarkers for use in determining a
patient's  susceptibility  to disease and  predicting  a  patient's  response to
drugs.  The  business   strategy  is  to  generate  revenues  through  licensing
proprietary  technologies  or  collaborating  with third  parties in the disease
susceptibility,  biomarkers  identification,  and drug response areas of cancer,
primarily  to  companies  that  develop  and/or  market  developing   diagnostic
products.

The Company is currently  considered a Development Stage  Enterprise,  under the
guidelines of Statement of Financial Accounting Standards ("SFAS") No. 7.

GOING CONCERN

These  consolidated  financial  statements have been prepared in accordance with
United  States  generally  accepted  accounting  principles,  on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  and  commitments in the normal course of business.  As at September
30, 2006,  the Company has working  capital of $30,815 and has  incurred  losses
since inception of $2,019,884. Further losses are anticipated in the development
of its business  and there can be no assurance  that the Company will be able to
achieve or maintain profitability.  The continuing operations of the Company and
the recoverability of the carrying value of assets is dependent upon the ability
of the  Company  to  obtain  necessary  financing  to fund its  working  capital
requirements,  and upon future profitable operations. The accompanying financial
statements do not include any  adjustments  relative to the  recoverability  and
classification  of asset carrying  amounts or the amount and  classification  of
liabilities that might result from the outcome of this uncertainty. There can be
no assurance  that capital will be available as necessary to meet the  Company's
working capital requirements or, if the capital is available, that it will be on
terms acceptable to the Company.  The issuances of additional  equity securities
by the Company may result in  dilution  in the equity  interests  of its current
stockholders.   Obtaining  commercial  loans,  assuming  those  loans  would  be
available,  will increase the Company's liabilities and future cash commitments.
If the Company is unable to obtain  financing in the amounts and on terms deemed
acceptable,   the  business  and  future  success  may  be  adversely  affected.
Management  intends to finance  operating costs over the next twelve months with
existing  cash on hand,  commercial  loans and/or  private  placement of capital
stock.

                                       30
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION
These  consolidated  financial  statements have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented  in US  dollars.  They  include  the  accounts  of the Company and its
wholly-owned  subsidiary,  Upstream Canada, which was acquired by share exchange
on February 24, 2006. All  significant  inter-company  transactions  and account
balances have been eliminated.

Effective  September 30, 2006,  Upstream Canada changed its fiscal year end from
December  31  to  September  30  for  efficiency  and  administrative  purposes.
Accordingly, both the consolidated statements of operations and the consolidated
statements of cash flows are  presented for the nine months ended  September 30,
2006 and the twelve months ended December 31, 2005.

(B) DEVELOPMENT STAGE COMPANY
The Company is currently  considered a development stage  enterprise,  under the
guidelines of Statement of Financial  Accounting Standards ("SFAS") No. 7. Since
its  formation,  the Company has not yet realized any revenues  from its planned
operations.

(C) USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting  period.  Significant  estimates used in preparing these financial
statements  are:  (i) the capital  transactions  pertaining  to the  convertible
debenture,  including the fair value calculation of the detachable  warrants and
the  embedded  beneficial  conversion  feature;  (ii)  the  fair  value of stock
compensation  expense; and (iii) the calculation of accrued license fees. Actual
results could differ from these estimates.

(D) RESEARCH AND DEVELOPMENT
These costs are charged to expense when incurred,  including direct material and
personnel costs and related  contract  services and indirect costs.  The Company
has  received  government  assistance  in the past and may  receive  some in the
future  regarding  its research  and  development  activities.  When the work is
performed that qualifies for such grants,  the related  assistance amount is set
up in receivables and credited to research and development expense.

(E) TRANSLATION OF FOREIGN CURRENCIES
The financial  statements are presented in United States dollars.  In accordance
with SFAS No. 52, "Foreign Currency  Translation",  foreign denominated monetary
assets  and   liabilities   are  translated  into  their  United  States  dollar
equivalents  using foreign  exchange rates which  prevailed at the balance sheet
date. Non-monetary assets are translated at the exchange rates prevailing at the
transaction  date.  Revenue and  expenses  are  translated  at average  rates of
exchange  during  the year.  Gains or losses  resulting  from  foreign  currency
transactions  are included in the  consolidated  results of operations  whereas,
adjustments  arising from  translation of the Company's  subsidiary's  financial
statements are included as a separate component of shareholders' deficit.

(F) REVENUE RECOGNITION
Revenue from all sources is recognized when the amount is fixed or determinable,
delivery has occurred or initial services have been performed, and collection is
reasonably assured. Any amounts received in advance of the goods being delivered
or services being performed are recorded as deferred revenue.

                                       31
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


(G) CASH AND CASH EQUIVALENTS
Cash and cash  equivalents  consist of balances  with banks,  unrestricted  cash
balances in lawyer  trust  accounts  and  short-term  investments  in  financial
instruments  with  maturities  within 90 days held for the  purpose  of  meeting
short-term cash commitments  rather than for investing or other purposes.  As of
September 30, 2006, cash and cash equivalents consist primarily of bank deposits
and a short-term investment.

(H) FURNITURE AND EQUIPMENT
Furniture and equipment is recorded at cost.  Depreciation is provided using the
straight-line  method over 4 years.  Maintenance  and  repairs  are  expensed as
incurred.

(I) FINANCIAL INSTRUMENTS
The  Company's  financial  instruments  consist of cash,  cash  equivalents  and
restricted  cash,  receivables,  accounts  payable and accrued  liabilities  and
amounts due to related parties.  It is management's  opinion that the Company is
not exposed to significant interest, currency or credit risks arising from these
financial   instruments.   The  fair  value  of  these   financial   instruments
approximates their carrying values.

Fair values of long-term debt are based on market prices where  available.  When
quoted  market  prices  are not  available,  fair  values  are  estimated  using
discounted  cash  flow  analysis,  based on the  Company's  current  incremental
borrowing rates for similar types of borrowing arrangements.

(J) CONVERTIBLE DEBENTURE
In  accordance  with  EITF  00-27  "Application  of Issue  No.  98-5 to  Certain
Convertible  Instruments",  the  proceeds  received on  issuance of  convertible
debentures  are  allocated  between  the  convertible  debt  and the  detachable
warrants based on their relative fair values. At the date of issuance,  the fair
value of the detachable  warrants  represents the difference  between the stated
value and the carrying  value of the  convertible  debenture  and is recorded as
additional  paid-in capital.  The carrying value of the debenture is accreted to
its face value at maturity  through a charge to  interest  expense on a straight
line basis.

(K) STOCK-BASED COMPENSATION
In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123R,  "Share-Based  Payment",  which replaced SFAS No. 123, "Accounting for
Stock-Based  Compensation"  and superseded APB Opinion No. 25,  "Accounting  for
Stock  Issued to  Employees".  In January  2005,  the  Securities  and  Exchange
Commission   ("SEC")  issued  Staff   Accounting   Bulletin   ("SAB")  No.  107,
"Share-Based Payment",  which provides supplemental  implementation guidance for
SFAS No. 123R.  SFAS No. 123R  requires all  share-based  payments to employees,
including  grants of employee stock  options,  to be recognized in the financial
statements based on the grant date fair value of the award. SFAS No. 123R was to
be effective for interim or annual reporting  periods beginning on or after June
15,  2005,  but in  April  2005 the SEC  issued a rule  that  will  permit  most
registrants  to  implement  SFAS No. 123R at the  beginning of their next fiscal
year,  instead of the next  reporting  period as required by SFAS No. 123R.  The
pro-forma disclosures  previously permitted under SFAS No. 123 no longer will be
an  alternative  to financial  statement  recognition.  Under SFAS No. 123R, the
Company must determine the  appropriate  fair value model to be used for valuing
share-based  payments,  the amortization  method for  compensation  cost and the
transition method to be used at date of adoption.

The transition  methods include  prospective and retroactive  adoption  options.
Under the  retroactive  options,  prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented.  The prospective
method  requires that  compensation  expense be recorded for all unvested  stock
options and  restricted  stock at the beginning of the first quarter of adoption
of SFAS No.  123R,  while the  retroactive  methods  would  record  compensation
expense for all unvested stock options and restricted  stock  beginning with the
first period restated.  The Company adopted the modified prospective approach of
SFAS No. 123R for the fiscal year  beginning  on January 1, 2006.  There were no
stock-based compensation awards granted prior to January 1, 2006.

                                       32
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


(L) INCOME TAXES
The Company follows the liability  method of accounting for income taxes.  Under
this method, deferred tax assets and liabilities are recognized for the deferred
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using enacted tax
rates  expected  to apply to the  taxable  income  in the  years in which  those
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that  includes the date of enactment.  For deferred tax assets,  the full
amount of the potential  future  benefit is recorded.  A valuation  allowance is
then used to adjust for the probability of realization.

(M) LOSS PER SHARE
The  computation  of basic  loss per  share is  computed  by  dividing  net loss
available to common  stockholders by the weighted  average number of outstanding
common shares of the Company during the period. The diluted loss per share gives
effect to all potentially  dilutive common shares outstanding during the period.
The computation of diluted loss per share does not assume  conversion,  exercise
or contingent exercise of securities that would have an anti-dilutive  effect on
net loss.

At September 30, 2006, the Company had 2,100,000 potentially dilutive securities
outstanding  in the  form  of  800,000  shares  pertaining  to  the  convertible
debenture;  400,000  stock  options  granted;  and 900,000  stock  options to be
granted, both under a stock option plan still under development.  The basic loss
per share equals the diluted net loss per share since the  potentially  dilutive
securities are anti-dilutive.

(N) RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an  amendment  of FASB  Statements  No. 133 and 140",  to
simplify  and  make  more  consistent  the  accounting  for  certain   financial
instruments.  SFAS No. 155  amends  SFAS No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid  financial  instrument  with an embedded  derivative that otherwise would
require  bifurcation,  provided that the whole  instrument is accounted for on a
fair  value  basis.  SFAS No.  155  amends  SFAS No.  140,  "Accounting  for the
Impairment   or  Disposal  of   Long-Lived   Assets",   to  allow  a  qualifying
special-purpose  entity to hold a derivative  financial instrument that pertains
to a beneficial  interest other than another  derivative  financial  instrument.
SFAS No. 155 applies to all financial  instruments  acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with  earlier  application  allowed.  This  standard  is not  expected to have a
significant  effect on the  Company's  future  reported  financial  position  or
results of operations.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets,  an  amendment  of FASB  Statement  No. 140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent  measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization  and impairment  requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and  servicing  liabilities  at fair value  eliminates  the necessity for
entities  that  manage the risks  inherent  in  servicing  assets and  servicing
liabilities  with  derivatives  to qualify for hedge  accounting  treatment  and
eliminates  the  characterization  of declines in fair value as  impairments  or
direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal year
beginning  after  September  15, 2006.  This  adoption of this  statement is not
expected to have any effect on the Company's future reported  financial position
or results of operations.

In September  2006,  the FASB issued SFAS No. 157, "Fair Value  Measures".  This
Statement  defines fair value,  establishes a framework for measuring fair value
in generally  accepted  accounting  principles,  expands  disclosures about fair
value  measurements,  and applies  under other  accounting  pronouncements  that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements.  However,  the FASB anticipates that for some entities,

                                       33
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


the  application of SFAS No. 157 will change current  practice.  SFAS No. 157 is
effective  for  financial  statements  issued for fiscal years  beginning  after
November  15,  2007,  which for the Company  would be its fiscal year  beginning
October 1, 2008. The Company is currently  evaluating the impact of SFAS No. 157
but does  not  expect  that it will  have a  material  impact  on its  financial
statements.

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to  recognize  the over funded or under  funded  status of a defined
benefit post retirement  plan (other than a  multiemployer  plan) as an asset or
liability in its statement of financial  position,  and to recognize  changes in
that funded status in the year in which the changes occur through  comprehensive
income.  SFAS No. 158 is effective  for fiscal  years ending after  December 15,
2006. The Company does not expect that the  implementation  of SFAS No. 158 will
have any impact on its financial position and results of operations.

In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material in light of  relevant  quantitative  and
qualitative  factors. SAB No. 108 is effective for periods ending after November
15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108
but does  not  expect  that it will  have a  material  effect  on its  financial
statements.

(O) COMPARATIVE FIGURES
Certain  comparative  figures have been  reclassified  to conform to the current
period's presentation.

(3) SHARE EXCHANGE AGREEMENT WITH UPSTREAMCANADA

On February 24,  2006,  the Company  entered into an Amended and Restated  Share
Exchange  Agreement  ("Amended  Share  Agreement")with  Upstream  Canada and the
former  shareholders of Upstream Canada. The Amended Share Agreement amended and
restated the terms of a share  exchange  agreement  initially  dated February 3,
2006 that was entered into among the same parties.

The closing of the  transactions  contemplated  in the Amended  Share  Agreement
including the acquisition of all of the issued and outstanding  common shares of
Upstream Canada occurred on March 1, 2006. In accordance with the closing of the
Amended Share  Agreement,  the Company  issued  24,000,000  common shares to the
former  shareholders  of Upstream  Canada in exchange for the acquisition by the
Company of all 6,000,000 issued and outstanding common shares of Upstream Canada
on the basis of four common  shares of the Company for every one common share of
Upstream Canada.  The Company shares were issued under exemption of Regulation S
and/or Section 4(2) of the Securities Act of 1933.

The Company had 44,300,000  common shares issued and  outstanding as of March 1,
2006 after the issuance of the 24,000,000  common shares to former  shareholders
of Upstream  Canada and the  cancellation  without  consideration  of 68,650,000
common shares held by two former significant  shareholders of the Company. As of
the closing date, the former  shareholders  of Upstream  Canada held  24,000,000
common shares, representing 54.2% of the issued and outstanding common shares of
the  Company.  The share  exchange  was deemed to be a reverse  acquisition  for
accounting  purposes whereby Upstream Canada is treated as the accounting parent
(legal  subsidiary)  and UBSI is treated  as the  accounting  subsidiary  (legal
parent).  Upstream Canada,  the acquired entity,  is regarded as the predecessor
and continuing entity as of March 1, 2006.

                                       34
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


(4) EQUIPMENT

                                           September 30,          December 31,
                                               2006                  2005
                                             --------              --------
Office furniture and computers               $ 12,407              $     --
Less: accumulated depreciation                   (763)                   --
                                             --------              --------
Net book value                               $ 11,644              $     --
                                             ========              ========


(5) RELATED PARTY TRANSACTIONS (RESTATED - SEE NOTE 11)

At September  30, 2006,  the Company owed an amount of $368,798  (September  30,
2005 - $64,287,  December  31, 2005 - $78,487)  to three  Company  officers  for
unpaid compensation of $68,798 and accrued severance provisions of $300,000. The
former  included  a $25,000  year end bonus  payable  to each of the two  senior
officers, who are also directors, for achieving the second milestone for thyroid
and ovarian cancer biomarkers (Note 10(b)).

During the nine months ended  September  30, 2006,  management  fees of $464,713
(September  30, 2005 - $73,431  and  December  31, 2005 - $74,067)  were paid or
accrued to the Company's  three officers of which  $118,843  (September 30, 2005
and December 31 - $nil) was expensed as research and development. In addition, a
bridge loan of $79,190 from a director,  who is also a  shareholder,  was repaid
without  interest  from  the  funds  received  on  issuance  of the  convertible
debenture in March and April, 2006.

All related party  transactions are conducted in the ordinary course of business
and measured at the  exchange  amount  established  and agreed to by the related
parties. Amounts due to related parties are unsecured,  non-interest bearing and
have no set terms of repayment.

(6) CONVERTIBLE DEBENTURE

In March and April 2006, the Company issued a three-year $1,000,000  convertible
debenture  bearing  interest at 5% per annum and due on  February  1, 2009.  The
debenture is convertible  into  1,000,000  shares of common stock anytime at the
Company's  option.  In addition,  400,000 share purchase warrants were issued to
the debenture  holder  exercisable  at $1.25 per share only until the earlier of
(a) December 31, 2006 or (b) when two patents have been filed with the US patent
office claiming novel applications of the Company's  technology to assist in the
diagnosis  of two  diseases  other than  prostate  cancer.  When event (b) takes
place,   there  will  be  a  partial  forfeiture  of  $200,000  in  debt  and  a
corresponding reduction in common share convertibility. The 5% interest is being
accrued  during the  three-year  term of the  debenture but is not payable until
maturity.  At September 30, 2006,  accrued interest of $29,167 has been recorded
since issuance.

In September 2006, the Company filed a provisional  patent  application with the
US patent office for certain ovarian and thyroid cancer  biomarkers.  This event
triggered the expiry of the 400,000 share  purchase  warrants and the forfeiture
of $200,000 of the debenture face value  following a 30-day waiting period which
has  expired.  Accordingly,  the  maturity  value on  February  1, 2009 has been
reduced to $800,000 and the convertibility feature to 800,000 shares.

In  accordance  with EITF  98-5  "Accounting  for  Convertible  Securities  with
Beneficial  Conversion Features or Contingently  Adjustable  Conversion Ratios",
the Company recognized the value of the embedded  beneficial  conversion feature
of $268,108.  This value was recorded  immediately as non-cash  interest expense
for the nine months ended  September 30, 2006 since the debenture is convertible
at any time.

                                       35
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


In addition, and in accordance with EITF 00-27 "Application of Issue No. 98-5 to
Certain  Convertible  Instruments",  the Company has  allocated  the proceeds of
issuance between the convertible debt and the detachable warrants based on their
relative fair values. Accordingly,  the Company recognized the fair value of the
detachable  warrants of $360,964 as additional  paid-in  capital and will record
further  interest expense over the term of the convertible  debenture  resulting
from this difference  between the stated value and carrying value at the date of
issuance.  As an offset, the carrying value of the convertible debenture will be
accreted to the face value of  $1,000,000 at maturity,  subsequently  reduced to
$800,000  following the  September  2006  forfeiture  described  above.  In this
connection,  interest  expense of $70,187 has been  accreted for the nine months
ended September 30, 2006 (December 31 and September 30, 2005 - $nil), increasing
the carrying  value of the  debentures  from $639,036 at the date the funds were
received to $709,223 at September  30, 2006 before the  forfeiture  and $567,378
after the forfeiture.  The fair value of the convertible  debentures at issuance
was  estimated to be $639,000.  This value was based on an estimated  fair value
interest rate on debt with comparable risk profiles of 20% per annum.

(7) COMMON STOCK

The authorized capital of the Company was changed after approval by the board of
directors  on  September  18,  2006 and  acceptance  by the  State of  Nevada on
November 27, 2006 to the following:

     (i)  100,000,000   non-voting   preferred  shares  with  $0.001  par  value
          (formerly nil shares), none of which have been issued to date; and

     (ii) 750,000,000  voting common shares (formerly  500,000,000  shares) with
          $0.001 par value.

During the nine months ended  September 30, 2006,  the Company  issued shares of
common stock for non-cash consideration as follows:

     (i)  24,000,000  shares to the  former  shareholders  of  Upstream  Canada,
          representing 54.2% of the Company's  outstanding shares at the closing
          date of March 1, 2006,  in exchange for 100% of the shares of Upstream
          Canada. Concurrently, 68,650,000 shares held by two former significant
          shareholders of the Company were cancelled without consideration.

     (ii) 500,000  shares and 400,000  stock  options  pursuant to a  consulting
          agreement for financial and  administrative  services.  The consultant
          was  subsequently  appointed an officer of the Company.  The estimated
          fair values were  $600,000  and  $100,150  respectively,  based on the
          Black-Scholes  option  pricing  model.  These amounts were recorded as
          compensation expense during the nine months ended September 30, 2006.

     (iii)17,500 shares  pursuant to an office lease  agreement with the British
          Columbia  Cancer Agency  ("BCCA") for six months' rent from May 1 2006
          to October 31, 2006 paid in advance and valued at $17,768. Five months
          rent was expensed  and one month was  recorded as deferred  expense at
          September 30, 2006 as a component of stockholders' deficit.

     (iv) 29,577  shares  pursuant  to  the  license   agreement  with  BCCA  in
          settlement of the Company's license fee obligation valued at $17,747.

                                       36
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


STOCK PURCHASE WARRANTS

At September  30, 2006,  the 400,000  detachable  warrants  outstanding  for the
purchase of 400,000 common shares  (December 31 and September 30, 2005 - nil) at
$1.25 per share in connection with the  convertible  debenture had expired (Note
6).

The following  table  summarizes  information  about the warrants  issued by the
Company during the nine months ended September 30, 2006:

                                           Number of              Exercise
                                            Shares                  Price
                                           --------               --------
Balance, December 31, 2005                       --               $     --
  Granted                                   400,000                   1.25
  Expired                                  (400,000)                  1.25
                                           --------               --------

Balance, September 30, 2006                      --               $     --
                                           ========               ========

STOCK OPTIONS

During the nine months ended  September 30, 2006,  the Company  granted  400,000
stock options to one officer of the Company exercisable at $0.80 per share until
March 1, 2016 in accordance with the terms and conditions of a stock option plan
still under development. 100,000 of these options vested immediately and 300,000
options will vest equally over the following three years until February 2009.

The fair value of the 400,000  options was  estimated to be  $227,100,  of which
$100,150 has been expensed in the current period, using the Black-Scholes option
pricing model  incorporating  the following  assumptions:  expected  stock price
volatility of 100%, risk-free interest rate of 4.45%,  expected weighted average
option life of 1 year, and expected  dividend yield of 0%. Due to the subjective
nature of these assumptions, the fair value estimate can vary significantly with
changed assumptions.

In addition,  the Company has committed to grant 900,000 stock options under the
terms and conditions of a stock option plan still under  development as follows:
(i) 800,000 to two senior  officers,  who are also  directors,  300,000 of these
options  will vest on February  28,  2007,  300,000 on February 28, 2008 and the
balance  of  200,000 on  February  20,  2009;  and (ii)  100,000 to a  corporate
communications consultant.  Vesting in this case will occur equally on a monthly
basis over the twelve month contract ending February, 2007.

A summary of stock option  information  for the nine months ended  September 30,
2006 is as follows:
                                           Number of              Exercise
                                            Shares                  Price
                                           --------               --------
Balance, December 31, 2005                       --               $     --
  Granted                                   400,000                   0.80
                                            -------               --------

Balance, September 30, 2006                 400,000               $   0.80
                                            =======               ========

                                       37
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


(8) NON-CASH INVESTING AND FINANCING ACTIVITIES

During the nine months ended  September 30, 2006,  the Company  issued shares of
common stock for non-cash consideration as follows:

     (i)  24,000,000  shares to the  former  shareholders  of  Upstream  Canada,
          representing 54.2% of the Company's  outstanding shares at the closing
          date of March 1, 2006,  in exchange for 100% of the shares of Upstream
          Canada.  At the  same  time,  68,650,000  shares  held  by two  former
          significant   shareholders  of  the  Company  were  cancelled  without
          consideration.

     (ii) 500,000  shares and 400,000  stock  options  pursuant to a  consulting
          agreement for financial and  administrative  services.  The consultant
          was  subsequently  appointed an officer of the Company.  The estimated
          fair values were  $600,000  and  $100,150  respectively,  based on the
          Black-Scholes option pricing model, and these amounts were recorded as
          management compensation for the nine months ended September 30, 2006.

     (iii)17,500 shares  pursuant to an office lease agreement with the BCCA for
          six  months'  rent from May 1 2006 to October 31, 2006 paid in advance
          and valued at $17,768.

     (iv) 29,577  shares  pursuant  to  the  license   agreement  with  BCCA  in
          settlement of the Company's license fee obligation valued at $17,747.

(9) INCOME TAXES

The parent  Company is subject to income taxes in Canada while its subsidiary is
subject to income  taxes in the United  States.  As of September  30, 2006,  the
Company  and  its  wholly-owned  subsidiary  had  accumulated  non-capital  loss
carry-forwards of approximately $950,000,  which are available to reduce taxable
income in future  taxation  years.  These  losses  begin to expire in 2015 after
carry forward  periods  ranging from 10 to 20 years.  The Company is required to
compute the deferred tax benefits from non-capital loss carry-forwards. However,
due to the  uncertainty  of  realization  of these loss  carry-forwards,  a full
valuation allowance has been provided for this deferred tax asset.

The components of the deferred tax asset are shown below as of:

<TABLE>
<CAPTION>
                                         September 30,      September 30,       December 31,
                                             2006               2005               2005
                                          ----------         ----------         ----------
<S>                                       <C>                <C>                <C>
Non-capital tax loss carry forwards       $  950,000         $   54,000         $   82,000
Statutory tax rate                                35%                35%                35%
Effective tax rate                                --                 --                 --
Deferred tax asset                           332,500             18,900             28,700
Less: valuation allowance                   (332,500)           (18,900)           (28,700)
                                          ----------         ----------         ----------

Net deferred tax asset                    $       --         $       --         $       --
                                          ==========         ==========         ==========
</TABLE>

                                       38
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


(10) COMMITMENTS AND CONTINGENCIES

A) LICENSE AGREEMENTS

(I) BRITISH COLUMBIA CANCER AGENCY BRANCH ("BCCA")

The Company entered into a license agreement with the BCCA on March 10, 2005 for
a seven  year term  expiring  March  2012  regarding  bioinformatics  technology
developed at the University of British Columbia ("UBC").  Under the terms of the
contract,  the Company has agreed to pay a license fee of approximately $20,000,
payable in shares of the Company at a fair value subject to BCCA approval.  This
obligation was settled in shares valued at $17,747 prior to September 30, 2006.

In addition to the license fee,  the Company has agreed to pay annual  royalties
starting  September  13, 2006 equal to 10% of the gross  revenue  from  licensed
product sales or $10,000,  whichever is greater.  At September 30, 2006,  $5,000
has been accrued since the first year royalty was waived.

(II) UNIVERSITY OF BRITISH COLUMBIA ("UBC")

Upstream Canada entered into a License  Agreement with UBC on March 23, 2005 for
a  ten  year  term  expiring  March  2015  regarding  bioinformatics  technology
developed at UBC.  Under the contract,  Upstream  Canada agreed to pay a license
fee  consisting  of $7,500  cash plus an equity  component  subject  to  further
negotiations  has been recorded at the estimated  amount of $12,500 at September
30, 2006. Due to the share exchange  agreement with Upstream Canada described in
Note 3, the Company is currently  negotiating with UBC to issue common shares of
the  Company  instead of Upstream  Canada  shares in order to satisfy the equity
component of the license fee commitment.

In addition to the license fee and commencing in March 2005, Upstream Canada has
agreed to pay the  greater  of (a)  annual  royalties  equal to 15% of the gross
revenue from  licensed  product  sales or (b) the minimum  annual  sliding scale
amounts as follows: $7,500 for years 1 and 2; $15,000 for years 3 through 7; and
$20,000 for years 8 through 10. At September 30, 2006,  royalties of $11,250 had
been accrued but unpaid pending completion of on-going negotiations.

                                       39
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


B) EMPLOYMENT CONTRACTS WITH COMPANY OFFICERS

The  Company  entered  into  employment  contracts  with three  officers  of the
Company.  The total annual  compensation  commitment was increased on October 1,
2006 from  $303,000 to $364,600,  excluding a $50,000  bonus for each of the two
senior  officers.  Since both  milestones  were achieved  during the nine months
ended  September  30,  2006,  the  $100,000 in bonuses  was  expensed as part of
management compensation. The two milestones pertain to the filing of provisional
patents for liver and prostate  cancer  biomarkers in March 2006 and for thyroid
and ovarian  cancer  biomarkers in September  2006. At April 30, 2007, the first
year  anniversary  of these  contracts,  a  minimum  40%  annual  bonus  will be
established  for the two senior  officers  subject to achieving  mutually agreed
performance milestones yet to be determined.

In addition and pursuant to these contracts; (i) 500,000 shares were issued as a
signing bonus of which 300,000 shares vested immediately and 200,000 shares were
put into escrow pending achievement of specific  objectives;  (ii) 400,000 stock
options  were  granted  with 100,000  vesting  immediately  and 300,000  vesting
equally over the  following  three years;  and (iii)  800,000 stock options were
committed to be granted over the following  three years as  contemplated  in the
employment contracts, all in accordance with the terms and conditions of a stock
option plan still under development.  For (i) and (ii) above, the related amount
of $700,150 was recorded as stock-based  compensation  for the nine months ended
September 30, 2006.

In the event of  contract  termination  by either  party and subject to a 90-day
termination clause,  retiring allowances of $300,000 ($150,000 each) will become
immediately payable to two senior officers of the Company. This amount was fully
accrued at September 30, 2006 (Note 11).

C) OFFICE LEASE AGREEMENT

The Company has entered into an agreement  with BCCA to issue its common  shares
in  advance  every six months for  payment of office  rent  valued at $2,782 per
month.  The price per share is  determined  by using the  average  price for the
preceding  six-month  period  less a 20%  discount.  The lease  term is one year
commencing May 2006 and is renewable by mutual consent.

D) FUND RAISING AGREEMENT

The  Company has engaged an  investment  banker,  Atlas  Capital  Services,  LLC
("Atlas"), to raise financing up to $10 million on a best efforts basis over the
nine month  period  from August 21,  2006 to May 20,  2007 and  subsequently  by
mutual consent.  Atlas's sole  compensation  will be a cash transaction fee upon
consummation of a financing equal to 8% of the principal amount of the financing
plus warrants.  The warrants allow for purchase of the Company's common stock in
quantity  equal to 10% of the financed  amount  exercisable  on a cashless basis
over a period of up to four years from the closing date of the  financing and at
a price equal to the effective per share or unit price paid in the financing.

The aggregate minimum annual payments under the BCCA and UBC license  agreements
and the retirement  obligations for the next five years ending  September 30 are
as follows:

                  2007                $117,500
                  2008                 166,700
                  2009                  25,000
                  2010                  25,000
                  2011                  25,000
                  Thereafter            85,000
                                      --------
                                      $444,200
                                      ========

                                       40
<PAGE>
                           UPSTREAM BIOSCIENCES, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2006


(11) RESTATEMENT

The  consolidated  financial  statements for the period ended September 30, 2006
have been amended.  The Company has restated its financial statements to correct
the  calculation  of the  accounting  for accrued  severance  liabilities to two
officers.  The Company has restated the balance sheet,  statement of operations,
cash flows and stockholders'  deficit for the period ended September 30, 2006 to
correctly present these revised calculations.

At September 30, 2006, the full accrued liability of $300,000 in connection with
the severance  provisions has been recognized and the related accrued  liability
of $58,333,  previously being accreted straight line over the three year term of
the original employment agreements, has been reversed.

The effect on the company's  audited  financial  statements  for the nine months
ended September 30, 2006 is as follows following adjustments:

<TABLE>
<CAPTION>
                                                                 As At September 30, 2006
                                                 -------------------------------------------------------
                                                 As Originally
                                                   Reported            Adjustments           As Restated
                                                  ----------           -----------           -----------
<S>                                              <C>                    <C>                <C>
                                                      $                     $                     $

BALANCE SHEET
Accounts payable and accrued liabilities             136,624              241,667              378,291
Accumulated deficit                               (1,778,217)            (241,667)          (2,019,884)

                                                       For The Nine Months Ended September 30, 2006
                                                 -------------------------------------------------------
                                                 As Originally
                                                   Reported            Adjustments           As Restated
                                                  ----------           -----------           -----------
                                                      $                     $                     $
STATEMENT OF OPERATIONS AND DEFICIT
Management compensation                              223,046              241,667              464,713
Net Loss increase                                 (1,601,862)            (241,667)          (1,843,529)

STATEMENT OF CASH FLOWS

Net cash flow (used in) operating activities
  - Current                                         (527,045)                  --             (527,045)
  - Cumulative                                      (584,443)                  --             (584,443)
</TABLE>

                                       41
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the
end of the period covered by this nine month transition report, being September
30, 2006, we have carried out an evaluation of the effectiveness of the design
and operation of our company's disclosure controls and procedures. This
evaluation was carried out under the supervision and with the participation of
our company's management, including our company's Chief Executive Officer and
our Chief Financial Officer. Based upon that evaluation, our company's Chief
Executive Officer and our Chief Financial Officer concluded that our company's
disclosure controls and procedures are effective as at the end of the period
covered by this report. There have been no changes in our company's internal
controls or in other factors, which could affect internal control subsequent to
the date we carried out our evaluation.

Disclosure controls and procedures and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time period specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management including our
Chief Executive Officer and our Chief Financial Officer as appropriate, to allow
timely decisions regarding required disclosure.

ITEM 8B. OTHER INFORMATION.

None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

All directors of our company hold office until the next annual meeting of the
stockholders or until their successors have been elected and qualified. The
executive officers of our company are appointed by our board of directors and
hold office until their death, resignation or removal from office. Our
directors, executive officers and the executive officers of our operating
subsidiaries, as well as the positions held, age and duration of appointment for
such persons are as follows:

     Name                   Position Held with our Company                 Age
     ----                   ------------------------------                 ---

Joel Bellenson      Chief Executive Officer and Director since              42
                    March 1, 2006

Dexster Smith       President and Director since March 1, 2006              39

Steve Bajic         Director, Secretary and Treasurer. Secretary since      34
                    May 4, 2004 and Director and Treasurer since
                    May 26, 2006

Tim Fernback        Chief Financial Officer since April 12, 2006            39

                                       42
<PAGE>
BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of
each director and executive officer during at least the past five years,
indicating each person's principal occupation during the period, and the name
and principal business of the organization by which he was employed.

JOEL LLOYD BELLENSON

Joel Bellenson was appointed as a director and the Chief Executive Officer of
our company on March 1, 2006 and was appointed as a director and Chief Executive
Officer of Upstream Canada in August, 2004. From 1998 to present, Mr. Bellenson
has been a partner in Libra Digital, LLC, a consulting limited liability company
that develops new technologies and provides marketing assistance in the fields
of biotechnology and alternative energy. Mr. Bellenson was also a co-founder of
DigiScents Inc. and its Chief Executive Officer from 1999 to 2001. DigiScents
developed hardware and software multimedia platforms for adding scent to movies,
interactive games, advertising and e-commerce. Mr. Bellenson was also a
co-founder of DoubleTwist Inc., its Chief Executive Officer and Chief Strategist
from 1991 to 1999 and a director from 1991 to 2001. DoubleTwist was a
bioinformatics company that designed informatics systems in the fields of
biology, chemistry and healthcare for customers in the life sciences industries.
Mr. Bellenson obtained a Bachelor of Science (Biology) from Stanford University
in 1988.

DEXSTER L. SMITH

Dexster Smith was appointed as a director and the President of our company on
March 1, 2006 and was appointed as a director and the President of Upstream
Canada in August, 2004. From 1998 to present, Mr. Smith has been a partner in
Libra Digital, LLC, a consulting limited liability company that develops new
technologies and provides marketing assistance in the fields of biotechnology
and alternative energy. Mr. Smith was also a co-founder of DigiScents Inc. and
its President from 1999 to 2001. DigiScents developed hardware and software
multimedia platforms for adding scent to movies, interactive games, advertising
and e-commerce. Mr. Smith was also a co-founder of DoubleTwist Inc., its
President from 1991 to 1999 and a director from 1991 to 2001. DoubleTwist was a
bioinformatics company that designed informatics systems in the fields of
biology, chemistry and healthcare for customers in the life sciences industries.
Mr. Smith obtained a Bachelor of Science (Industrial Engineering) from Stanford
University in 1989.

STEVE BAJIC

Steve Bajic has been the Secretary of our company since May 4, 2004 and a
director and the Treasurer of our company since May 26, 2005. Since 1996, Mr.
Bajic has been President of LF Ventures Inc., a private company which offers
financial and business services to public and private companies. Mr. Bajic
obtained a financial management diploma majoring in finance and securities from
the British Columbia Institute of Technology. After spending a year as an
investment broker with Georgia Pacific Securities Corp., he took a position as
Vice-President of Corporation X Inc., a marketing and investor relations firm
where he worked with numerous public and private companies in the areas of
corporate finance, strategic planning and investor relations. From 1996 to 1998,
he was Vice-President of corporate communications of Getchell Resources Inc., a
resource exploration company based in Kamloops, British Columbia. Since October
1999, Mr. Bajic has been Vice-President of investor relations of Cassidy Gold
Corp., a TSX Venture-listed resource exploration company. Additionally since
1999, Mr. Bajic was President, Chief Executive Officer and director of the
following four venture capital pool companies that completed qualifying
transactions: (1) Duke Capital Corp., which acquired CCC Internet Solutions
Inc., now called Armada Data Corp.; (2) New Xavier Capital Corp. which acquired
RET Internet Services Inc.; (3) Marquette Capital Corp. which acquired On-Track
Learning Systems Ltd; and (4) Tulane Capital Corp. which acquired Fibre-Crown
Manufacturing Inc. Mr. Bajic currently serves as a director of Fibre-Crown.

TIM FERNBACK

Tim Fernback has been the Chief Financial Officer of our company since April 12,
2006. Mr. Fernback has over a decade of experience financing both private and
public companies in Canada. Mr. Fernback was the head of the technology
consulting practice for Discovery Capital Corporation, a prominent British

                                       43
<PAGE>
Columbia venture capital firm specializing in financing and consulting to
technology based start-up ventures, and later oversaw the Investment Banking and
Corporate Finance Departments for Western Canadian-based brokerage firm,
Wolverton Securities Ltd.

In 2004, Mr. Fernback left Wolverton Securities and was the founder of a
boutique technology consulting practice. Since 2002, Mr. Fernback has been an
active director of the Okanagan Capital Fund, an Okanagan-based technology
venture fund. Mr. Fernback is a graduate of McMaster University, where he
studied molecular biology and biochemistry, and also a graduate of the
University of British Columbia, where he completed his MBA with a concentration
in Finance.

SIGNIFICANT EMPLOYEES

We have no significant employees beyond the directors and officers of the
company.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our directors, executive officers and control persons have not been involved in
any of the following events during the past five years:

     1.   any bankruptcy petition filed by or against any business of which such
          person was a general partner or executive officer either at the time
          of the bankruptcy or within two years prior to that time;

     2.   any conviction in a criminal proceeding or being subject to a pending
          criminal proceeding (excluding traffic violations and other minor
          offences);

     3.   being subject to any order, judgment, or decree, not subsequently
          reversed, suspended or vacated, of any court of competent
          jurisdiction, permanently or temporarily enjoining, barring,
          suspending or otherwise limiting his involvement in any type of
          business, securities or banking activities; or

     4.   being found by a court of competent jurisdiction (in a civil action),
          the Commission or the Commodity Futures Trading Commission to have
          violated a federal or state securities or commodities law, and the
          judgment has not been reversed, suspended, or vacated.

AUDIT COMMITTEE

Our company's board of directors acts as our audit committee. Our board of
directors undertakes an independent review of our company's financial
statements, and meets with management to determine the adequacy of internal
controls and other financial reporting matters. The members of our board of
directors are Joel Bellenson, Dexster Smith and Steve Bajic. Our board of
directors has determined that Steve Bajic is the only member of our board of
directors that is "independent" as the term is used in Rule 10A-3 of the
Securities Exchange Act of 1934, as amended, and the definition of independent
director as defined in section 4200 of the Marketplace Rules of the NASD.

                                       44
<PAGE>
AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that it does not have a member that
qualifies as an "audit committee financial expert" as defined in Item 401(e) of
Regulation S-B. We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. In addition, we believe that retaining an
independent director who would qualify as an "audit committee financial expert"
would be overly costly and burdensome and is not warranted in our circumstances
given the early stages of our development and the fact that we have not
generated revenues to date.

CODE OF ETHICS

Effective January 29, 2004, our company's board of directors adopted a Code of
Business Conduct and Ethics that applies to, among other persons, members of our
board of directors, our company's officers including our President (being our
principal executive officer and principal financial and accounting officer),
contractors, consultants and advisors. As adopted, our Code of Business Conduct
and Ethics sets forth written standards that are designed to deter wrongdoing
and to promote:

     (1)  honest and ethical conduct, including the ethical handling of actual
          or apparent conflicts of interest between personal and professional
          relationships;

     (2)  full, fair, accurate, timely, and understandable disclosure in reports
          and documents that we file with, or submit to, the Securities and
          Exchange Commission and in other public communications made by us;

     (3)  compliance with applicable governmental laws, rules and regulations;

     (4)  the prompt internal reporting of violations of the Code of Business
          Conduct and Ethics to an appropriate person or persons identified in
          the Code of Business Conduct and Ethics; and

     (5)  accountability for adherence to the Code of Business Conduct and
          Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all
of our company's personnel shall be accorded full access to our president with
respect to any matter which may arise relating to the Code of Business Conduct
and Ethics. Further, all of our company's personnel are to be accorded full
access to our company's board of directors if any such matter involves an
alleged breach of the Code of Business Conduct and Ethics by our company
officers.

In addition, our Code of Business Conduct and Ethics emphasizes that all
employees, and particularly managers and/or supervisors, have a responsibility
for maintaining financial integrity within our company, consistent with
generally accepted accounting principles, and federal, provincial and state
securities laws. Any employee who becomes aware of any incidents involving
financial or accounting manipulation or other irregularities, whether by
witnessing the incident or being told of it, must report it to his or her
immediate supervisor or to our company's President. If the incident involves an
alleged breach of the Code of Business Conduct and Ethics by the President, the
incident must be reported to any member of our board of directors. Any failure
to report such inappropriate or irregular conduct of others is to be treated as
a severe disciplinary matter. It is against our company policy to retaliate
against any individual who reports in good faith the violation or potential
violation of our company's Code of Business Conduct and Ethics by another.

We will provide a copy of the Code of Business Conduct and Ethics to any person
without charge, upon request. Requests can be sent to our company at the address
on the cover of this transition report.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of our common
stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with

                                       45
<PAGE>
copies of those filings. Based solely on our review of Forms 3, 4 and 5 (and
amendments thereto) furnished to us during or in respect of the nine month
transition period, we are not aware of any director, executive officer or
beneficial owner of more than 10% of the outstanding common stock who or which
has not timely filed reports required by Section 16(a) of the Exchange Act
during or in respect of such fiscal year.

ITEM 10. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

     (a)  our Chief Executive Officer;

     (b)  each of our four most highly compensated executive officers who were
          serving as executive officers at the end of the nine month transition
          period ended September 30, 2006 and our three most recent fiscal years
          prior to the change in our fiscal year, and whose total salary and
          bonus exceeded $100,000 per year; and

     (c)  any additional individuals for whom disclosure would have been
          provided under (b) but for the fact that the individual was not
          serving as our executive officer at the end of the nine month
          transition period ended September 30, 2006 and our three most recent
          fiscal years prior to the change in our fiscal year;

who we will collectively refer to as the named executive officers, are set out
in the following summary compensation table.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                             Annual Compensation                  Long Term Compensation
                                        -------------------------------    ----------------------------------
                                                                                   Awards             Payouts
                                                                           -----------------------    -------
                                                                                                                  All
                                                               Other       Securities   Restricted                Other
Name and                     Fiscal                            Annual        Under       Shares or      LTIP     Compen-
Position                      Year      Salary      Bonus   Compensation    Options     Restricted      Pay-      Sation
of Principal                 Ending    (U.S. $)   (U.S. $)    (U.S. $)      Granted     Share Units     Outs     (U.S. $)
------------                 ------    --------   --------    --------      -------     -----------     ----     --------
<S>                          <C>        <C>       <C>        <C>           <C>         <C>              <C>      <C>
Joel L. Bellenson(1)          2006(2)   $66,257    $50,000      Nil           Nil           Nil          Nil       Nil
Chief Executive Officer       2005      $13,200      Nil        Nil           Nil           Nil          Nil       Nil
and Director                  2004        N/A        N/A        N/A           N/A           N/A          N/A       N/A
                              2003        N/A        N/A        N/A           N/A           N/A          N/A       N/A

Dexster L. Smith(3)           2006(2)   $66,257    $50,000      Nil           Nil           Nil          Nil       Nil
President and Director        2005        Nil        Nil        Nil           Nil           Nil          Nil       Nil
                              2004        N/A        N/A        N/A           N/A           N/A          N/A       N/A
                              2003        N/A        N/A        N/A           N/A           N/A          N/A       N/A

Tim Fernback(4)               2006(2)   $51,042      Nil        Nil         400,000(5)    500,000(5)     Nil       Nil
Chief Financial Officer       2005        N/A        N/A        N/A           N/A           N/A          N/A       N/A
                              2004        N/A        N/A        N/A           N/A           N/A          N/A       N/A
                              2003        N/A        N/A        N/A           N/A           N/A          N/A       N/A
</TABLE>

----------
(1)  Joel Bellenson was appointed director and officer of our company on March
     1, 2006.
(2)  Nine month transition period ended September 30, 2006.
(3)  Dexster Smith was appointed director and officer of our company on March 1,
     2006.
(4)  Tim Fernback was appointed Chief Financial Officer on April 12, 2006.

                                       46
<PAGE>
(5)  Pursuant to the terms of a Consultant Engagement Agreement dated February
     7, 2006, as amended, we agreed to pay TCF Ventures Corp., a wholly-owned
     company of Mr. Fernback, $4,510 per month in addition to the issuance of
     500,000 common shares and 400,000 options in consideration for services to
     our company. The options are exercisable into common shares of our company
     at an exercise price of $0.80 per share. As of December 15, 2006, 100,000
     options have vested and another 100,000 options will vest in the next 60
     days in accordance with the rules of the Securities and Exchange
     Commission. Upon reaching the first milestone on March 31, 2006, as
     described in the consulting agreement, we agreed to pay Mr. Fernback $5,410
     per month.

EXECUTIVE COMPENSATION

Two executive officers of our company received annual salary and bonus in excess
of $100,000 for our fiscal year ended September 30, 2006, while no executive
officers of our company received annual salary and bonus in excess of $100,000
for our previous fiscal year, December 31, 2005. As of the date of this
transition report, we have no compensatory plan or arrangement with respect to
any officer that results or will result in the payment of compensation in any
form from the resignation, retirement or any other termination of employment of
such officer's employment with our company, from a change in control of our
company or a change in such officer's responsibilities following a change in
control.

Joel Bellenson, as Chief Executive Officer, was paid salary and bonus of
$116,257 for the nine month transition period ended September 30, 2006 and
$13,200 for the year ended December 31, 2005. Dexster Smith, as President, was
paid salary and bonus of $116,257 for nine month transition period ended
September 30, 2006 and $nil for the year ended December 31, 2005.

During the nine month transition period ended September 30, 2006, both Joel
Bellenson and Dexster Smith received bonuses of $50,000 each. Of this amount,
however, $25,000 was accrued by both Joel Bellenson and Dexster Smith and not
paid out to each individual. We do not maintain, and we did not maintain at any
time during our three most recently completed fiscal years, any long-term
compensation plans. As such, there were no long-term compensation plan awards or
payouts to any of the executive officers of our company during our three most
recently completed fiscal years.

EMPLOYMENT/CONSULTING AGREEMENTS

All of our current research and development is carried out by Mr. Bellenson and
Mr. Smith. Both individuals have entered into employment agreements with our
company. Pursuant to the terms of the employment agreements, our company agreed
to pay Mr. Bellenson and Mr. Smith a base salary of $85,000. Upon our company's
filing of a provisional patent application on the application of our DNA
biomarkers to enhance the accuracy of existing prostrate cancer diagnostic
tests, our company increased their respective salaries to $120,000. Our company
is also required to increase the respective salaries to $150,000 if our company
files provisional patent applications for DNA biomarkers for two additional
diseases. In addition to options that are anticipated to be issued to Mr.
Bellenson and Mr. Smith, our company also agreed to pay a bonus of $25,000 upon
the filing of a provisional patent application on the same terms set out above.
This bonus was paid to Mr. Bellenson and Mr. Smith on March 31, 2006, in
conjunction with reaching this provisional patent application milestone. Our
company also agreed to pay a further bonus of $25,000 upon the filing of
provisional patent applications for DNA biomarkers for two additional diseases.
This bonus was payable to both Mr. Bellenson and Mr. Smith upon the filing of
the second relevant provisional patent on September 25, 2006.

Our company also retained TCF Ventures Corp., a company beneficially owned by
Mr. Tim Fernback, as a consultant to provide financial advisory services to our
company pursuant to the terms of a Consultant Engagement Agreement dated
February 7, 2006, as amended on February 13, 2006. In addition to the issuance
of common shares and options as set out in the agreement, our company agreed to
pay the consultant $4,510 (CDN$5,000) per month plus applicable taxes subject to
adjustment as set out in the consulting agreement, as well as 400,000 options on
March 1, 2006. The options are exercisable until March 1, 2016 at the exercise
price of $0.80 per share. Upon reaching the first milestone as described in the
consulting agreement on March 31, 2006, our company agreed to pay the consultant
approximately $5,410 (CDN$6,000) per month plus applicable taxes subject to
further upward adjustment as set out in the consulting agreement. On April 12,
2006, Mr. Fernback became our company's Chief Financial Officer.

                                       47
<PAGE>
Our compensation program for our executive officers is administered and reviewed
by our board of directors. Historically, executive compensation consists of a
combination of base salary and bonuses. Individual compensation levels are
designed to reflect individual responsibilities, performance and experience, as
well as the performance of our company. The determination of discretionary
bonuses is based on various factors, including implementation of our business
plan, acquisition of assets, development of corporate opportunities and
completion of financing.

Stock Options/SAR Grants

At September 30, 2006, there were 400,000 stock options outstanding that we
granted to a wholly-owned company controlled by Tim Fernback, our Chief
Financial Officer. The options were issued as partial consideration for services
pursuant to the terms of a Consultant Engagement Agreement, as amended. The
options are exercisable at $0.80 per share until March 1, 2016. As specified in
the Consultant Engagement Agreement, 100,000 of the options vested immediately
and 300,000 options vest equally over the following three years until February
2009.

AGGREGATED OPTION EXERCISES

There were no options exercised by any officer or director of our company during
our nine month transition period ended September 30, 2006.

LONG-TERM INCENTIVE PLAN

Currently, our company does not have a long-term incentive plan in favor of any
director, officer, consultant or employee of our company.

DIRECTORS COMPENSATION

Independent directors may be paid their expenses for attending each board of
directors meeting and may be paid a fixed sum for attendance at each meeting of
the directors or a stated salary as director. No payment precludes any director
from serving our company in any other capacity and being compensated for the
service. Members of special or standing committees may be allowed like
reimbursement and compensation for attending committee meetings. During our nine
month transition period ended September 30, 2006, there were no payments to
independent directors to attend director meetings.

PENSION AND RETIREMENT PLANS

Currently, we do not offer any annuity, pension or retirement benefits to be
paid to any of our officers, directors or employees, in the event of retirement.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of December 15, 2006, certain information
with respect to the beneficial ownership of our company's common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers and the
directors and executive officers of our operating subsidiaries. Each person has
sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

                                       48
<PAGE>
<TABLE>
<CAPTION>
Name and Address of                                                Amount and Nature of             Percentage
 Beneficial Owner                         Position                 Beneficial Ownership             of Class(1)
 ----------------                         --------                 --------------------             -----------
<S>                               <C>                            <C>                                <C>
Joel L. Bellenson                  Chief Executive Officer       12,000,000 common shares              26.8%
c/o Suite 100                      and Director
570 West 7th Avenue
Vancouver, BC  V5Z 4S6

Dexster L. Smith                   President and Director        12,000,000 common shares              26.8%
c/o Suite 100
570 West 7th Avenue
Vancouver, BC  V5Z 4S6

Timothy Fernback                   Chief Financial Officer        700,000(2) common shares              1.5%
806 - 699 Cardero Street
Vancouver, BC  V6G 3H7
Canada

Steve Bajic                        Director and Secretary         2,000,000 common shares               4.5%
5523 Oben Street
Vancouver, BC  V5R 4P2
Canada

Directors and Executive
Officers as a Group                                              26,700,000 common shares              59.5%
</TABLE>

----------
(1)  Based on 44,847,077 shares of common stock issued and outstanding as of
     September 30, 2006. Beneficial ownership is determined in accordance with
     the rules of the Securities and Exchange Commission and generally includes
     voting or investment power with respect to securities. Except as otherwise
     indicated, we believe that the beneficial owners of the common stock listed
     above, based on information furnished by such owners, have sole investment
     and voting power with respect to such shares, subject to community property
     laws where applicable.
(2)  Consists of 500,000 common shares and 200,000 options held by TCF Ventures
     Corp., a wholly-owned company of Mr. Fernback. Each option entitles the
     holder to purchase an additional share of common stock at an exercise price
     of $0.80 per share until the expiry date of March 1, 2016.

                                       49
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Other than as described below, we have not been a party to any transaction,
proposed transaction, or series of transactions during the nine month transition
period ended September 30, 2006 and our last two prior fiscal years in which the
amount involved exceeds $60,000, and in which, to our knowledge, any of our
directors, officers, five percent beneficial security holders, or any member of
the immediate family of the foregoing persons has had or will have a direct or
indirect material interest.

At September 30, 2006, our company owed $368,798 (December 31, 2005 - $78,487)
to three officers of our company for unpaid compensation, including a $25,000
bonus payable to each of the two senior officers, who are also directors,
accrued at the year end as reward for achieving the second milestone in their
respective employment contracts.

During the nine month transition period ended September 30, 2006, management
fees of $583,556 (December 31, 2005 - $74,067 and September 30, 2005 - $73,431)
were paid or accrued to our company's three officers of which $118,843 (December
31 and September 30, 2005 - $nil) was expensed as research and development. In
addition, a bridge loan of $79,190 from a director, who is also a shareholder,
was repaid without interest from the funds received on issuance of the
convertible debenture in March and April, 2006.

All related party transactions are conducted in the ordinary course of business
and measured at the exchange amount, which is the consideration established and
agreed to by the related parties.

ITEM 13. EXHIBITS.

(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included
herein or incorporated by reference.

Exhibit
Number          Description

(2)      PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
         SUCCESSION

2.1      Share Exchange Agreement dated February 3, 2006, among our company,
         Upstream Canada, the shareholders of Upstream Canada and Steve Bajic
         (incorporated by reference from our Current Report on Form 8-K filed on
         February 6, 2006).

2.2      Amended and Restated Share Exchange Agreement dated February 24, 2006,
         among our company, Upstream Canada, the shareholders of Upstream Canada
         and Steve Bajic (incorporated by reference from our Current Report on
         Form 8-K filed on February 27, 2006).

(3)      ARTICLES OF INCORPORATION AND BY-LAWS

3.1      Articles of Incorporation (incorporated by reference from our
         Registration Statement on Form SB-2 filed on July 5, 2002).

3.2      Bylaws (incorporated by reference from our Registration Statement on
         Form SB-2 Filed on July 5, 2002).

3.3      Certificate of Amendment filed with the Nevada Secretary of State on
         March 8, 2005 (incorporated by reference from our Current Report on
         Form 8-K filed on March 10, 2005).

3.4      Certificate of Change filed with the Nevada Secretary of State on
         December 20, 2005 (incorporated by reference from our Current Report on
         Form 8-K filed on December 29, 2005).

3.5      Articles of Merger filed with the Nevada Secretary of State on February
         6, 2006 (incorporated by reference from our Current Report on Form 8-K
         filed on February 9, 2006).

                                       50
<PAGE>
3.6      Certificate of Amendment filed with the Nevada Secretary of State on
         November 27, 2006 (incorporated by reference from our Current Report on
         Form 8-K filed on November 30, 2006).

(10)     MATERIAL CONTRACTS

10.1     Collaborative Research Agreement dated August 11, 2004, among Upstream
         Canada, the University of British Columbia and Vancouver Coastal Health
         Authority (incorporated by reference from our Current Report on Form
         8-K filed on March 7, 2006).

10.2     Contract Service Agreement dated December 20, 2004, between Inimex
         Pharmaceuticals Inc. and Upstream Canada (incorporated by reference
         from our Current Report on Form 8-K filed on March 7, 2006).

10.3     License Agreement dated March 10, 2005, between British Columbia Cancer
         Agency Branch and Upstream Canada (incorporated by reference from our
         Current Report on Form 8-K filed on March 7, 2006).

10.4     License Agreement dated March 23, 2005, between The University of
         British Columbia and Upstream Canada (incorporated by reference from
         our Current Report on Form 8-K filed on March 7, 2006).

10.5     Letter Agreement dated July 17, 2005 between Integrated Brand Solutions
         Inc. and ABS Capital Finance (incorporated by reference from our
         Current Report on Form 8-K filed on July 21, 2005).

10.6     Termination Agreement dated September 19, 2005 between Integrated Brand
         Solutions Inc. and ABS Capital Finance Inc. (incorporated by reference
         from our Current Report on Form 8-K filed on September 27, 2005).

10.7     5% $1,000,000 Convertible Debenture dated February 1, 2006 issued to
         Novar Capital Corp. by our company (incorporated by reference from our
         Current Report on Form 8-K filed on March 7, 2006).

10.8     Consultant Engagement Agreement dated February 7, 2006 among TCF
         Ventures Corp., our company and Upstream Canada (incorporated by
         reference from our Current Report on Form 8-K filed on March 7, 2006).

10.9     Stock Option and Subscription Agreement dated February 13, 2006,
         between our company and TCF Ventures Corp. (incorporated by reference
         from our Current Report on Form 8-K filed on March 7, 2006).

10.10    Amendment Agreement dated February 13, 2006, among TCF Ventures Corp.,
         our company and Upstream Canada (incorporated by reference from our
         Current Report on Form 8-K filed on March 7, 2006).

10.11    Assignment of Invention Agreement dated February 27, 2006 among Joel
         Bellenson, Dexster Smith and our company (incorporated by reference
         from our Current Report on Form 8-K filed on March 7, 2006).

10.12    Assignment of Invention Agreement dated February 27, 2006 among Joel
         Bellenson, Dexster Smith and our company (incorporated by reference
         from our Current Report on Form 8-K filed on March 7, 2006).

10.13    Employment Agreement dated March 1, 2006, between our company and Joel
         Bellenson (incorporated by reference from our Current Report on Form
         8-K filed on March 7, 2006).

10.14    Employment Agreement dated March 1, 2006 between our company and
         Dexster Smith (incorporated by reference from our Current Report on
         Form 8-K filed on March 7, 2006).

10.15    Financing Services Agreement dated August 29, 2006 between our company
         and Atlas Capital Services, LLC (incorporated by reference from our
         Current Report on Form 8-K filed on August 30, 2006)

                                       51
<PAGE>
(14)     CODE OF ETHICS

14.1     Code of Business Conduct and Ethics (incorporated by reference from our
         Annual Report on Form 10-KSB filed on July 2, 2004, as amended on July
         6, 2004).

(31)     SECTION 302 CERTIFICATIONS

31.1*    Certification of Principal Executive Officer filed pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002.

31.2*    Certification of Principal Financial Officer filed pursuant to Section
         302 of the Sarbanes-Oxley Act of 2002.

(32)     SECTION 906 CERTIFICATIONS

32.1*    Certification of Principal Executive Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.

32.2*    Certification of Principal Financial Officer pursuant to 18 U.S.C.
         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.

----------
* Filed herewith.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

FEES PAID TO INDEPENDENT ACCOUNTANT

On July 3, 2006, our company retained Dale Matheson Carr-Hilton LaBonte,
Chartered Accountants, an independent registered public accounting firm, to
provide audit services during the nine month transition period ended September
30, 2006. We retained Cinnamon Jang Willoughby, Chartered Accountants, as our
independent registered public accounting firm to provide audit services during
the two fiscal years prior to our year end change.

AUDIT FEES. This category includes the fees for the audit examination of our
consolidated financial statements and quarterly reviews of our interim financial
statements. This category also includes advice on audit and accounting matters
that arose during or as a result of the audit or the review of our interim
financial statements.

The fees billed by our current auditors, Dale Matheson Carr-Hilton LaBonte,
Chartered Accountants, for professional services rendered for the audit of our
annual financial statements for the nine month transition period ended September
30, 2006 were estimated at $14,800. For the years ended December 31, 2005 and
2004, the fees billed by our former auditors, Cinnamon, Jang, Willoughby,
Chartered Accountants, for professional services were $3,300 and $3,300
respectively.

AUDIT RELATED FEES. We were not billed for any assurance and related services
which are not reported under the caption "Audit Fees" above by either Dale
Matheson Carr-Hilton LaBonte, Chartered Accountants, or Cinnamon Jang
Willoughby, Chartered Accountants, for the nine month transition period ended
September 30, 2006 and for the fiscal years ended December 31, 2005 and 2004.

TAX FEES. We were not billed for tax compliance, tax advice and tax planning on
tax matters by either Dale Matheson Carr-Hilton LaBonte, Chartered Accountants,
or Cinnamon Jang Willoughby, Chartered Accountants, for the nine month
transition period ended September 30, 2006 and for the fiscal years ended
December 31, 2005 and 2004.

                                       52
<PAGE>
ALL OTHER FEES. We were not billed for any other non-audit professional services
by either Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, or Cinnamon
Jang Willoughby, Chartered Accountants, for the nine month transition period
ended September 30, 2006 and for the fiscal years ended December 31, 2005 and
2004, respectively.

Our board of directors, who acted as our audit committee during the nine month
transition period ended September 30, 2006, pre-approved all services provided
by our independent accountant. Our board of directors does not have records of
what percentage of the above fees were pre-approved. All of the services and
fees described under the categories of "Audit Related Fees", "Tax Fees" and "All
Other Fees" were reviewed and approved by our board of directors before or after
the respective services were rendered.

Our board of directors has considered the nature and amount of the fees billed
by Dale Matheson Carr-Hilton Labonte, Chartered Accountants, and believes that
the provision of the services for activities unrelated to the audit is
compatible with maintaining the independence of Dale Matheson Carr-Hilton
Labonte, Chartered Accountants.

                                       53
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

UPSTREAM BIOSCIENCES INC.

By:

/s/ Joel Bellenson
--------------------------------------------------------------
Joel Bellenson, Chief Executive Officer and Director
(Principal Executive Officer)
November 26, 2010


/s/ Tim Fernback
--------------------------------------------------------------
Tim Fernback, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
November 26, 2010


                                       54