---

Exhibit 31.1

CERTIFICATIONS

I, Tim Fernback, certify that:

|1. | I have reviewed this Annual Report on Form 10-K of
      Upstream Biosciences Inc.                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                   
|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;
|   |                                                                                                                                                                                                                                                                                                                                   
|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;                   
|   |                                                                                                                                                                                                                                                                                                                                   
|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 the Exchange Act Rule 13a-15(f) and 15d-15(f)) for the
      registrant and have:                  
|   |                                                                                                                                                                                                                                                                                                                                   
|   | (a)                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                   
|   | (b)                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                   
|   | (c)                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                   
|   | (d)                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                   
|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:                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                   
|   | (a)                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                   
|   | (b)                                                                                                                                                                                                                                                                                                                               

December 19, 2008

/s/ Tim FernbackTim Fernback, Chief Financial
Officer (Principal Financial Officer and Principal Accounting Officer)

---