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EXHIBIT 31.2

|CERTIFICATION OF THE CHIEF FINANCIAL OFFICER             
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|PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tim Fernback, certify that:

|1. | I have reviewed this annual report on Form 10-KSB of
      Upstream Biosciences Inc.;                                                                                                                                                                                                                                             
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|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;
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|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      report;                   
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|4. | I am responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
      defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant
      and have:                      

| | a) | Designed such disclosure controls and procedures, or
      caused such disclosure controls and procedures to be designed under our
      supervision, to ensure that material information relating to the
      registrant, including its consolidated subsidiaries, is made known to us
      by others within those entities, particularly during the period in which
      this report is being prepared;         
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| | b) | Evaluated the effectiveness of the registrant's
      disclosure controls and procedures and presented in this report my
      conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on
      such evaluation; and                                                                                                           
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| | c) | Disclosed in this report any change in the registrant's
      internal control over financial reporting that occurred during the
      registrant's most recent fiscal quarter (the registrant's fourth fiscal
      quarter in the case of an annual report) that has materially affected, or
      is reasonably likely to materially affect, the registrant's internal
      control over financial reporting; and

|5. | I have disclosed, based on my most recent evaluation of
      internal control over financial reporting, to the registrant's auditors
      and the audit committee of the registrant's board of directors (or persons
      performing the equivalent functions):
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| | a) | all significant deficiencies and material weaknesses in
      the design or operation of internal control over financial reporting which
      are reasonably likely to adversely affect the registrant's ability to
      record, process, summarize and report financial information; and
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| | b) | any fraud, whether or not material, that involves
      management or other employees who have a significant role in the
      registrant's internal control over financial
reporting.                                                                                                     

Dated: December 24, 2007

|By:                                                                  | /s/ Tim Fernback | 
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|Tim Fernback                                                        
|Chief Financial Officer                                             
|(Principal Financial Officer and Principal
      Accounting Officer)

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