Attached files
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6, 2012
UPSTREAM BIOSCIENCES INC.
(Exact name of registrant as specified in its charter)
Nevada 000-50331 98-0371433
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 West Liberty Street, Suite 880, Reno, NV 89501
(Address of principal executive offices and Zip Code)
403.537.2516
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Resignation of Independent Accountant.
On December 6, 2012, Dale Matheson Carr-Hilton Labonte LLP ("DMCL") resigned as
our independent accountant.
The report of DMCL regarding our financial statements for the fiscal years ended
September 30, 2010 and 2011 did not contain any adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles, except that such report on our financial statements for
the years ended September 30, 2010 and 2011 contained an explanatory paragraph
in respect to uncertainty as to our ability to continue as a going concern.
During the years ended September 30, 2011 and 2012 and during the period from
the end of the most recently completed fiscal year through the date of
resignation, there were no disagreements with DMCL on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of DMCL
would have caused it to make reference to such disagreements in its reports.
During our two most recent fiscal years ended September 30, 2011 and 2012
through the date of resignation, there were no reportable events as described in
Item 304(a)(1)(v) of Regulation S-K
We provided DMCL with a copy of this Current Report on Form 8-K prior to its
filing with the Securities and Exchange Commission and requested that DMCL
furnish our company with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements and, if it does
not agree, the respects in which it does not agree. A copy of such letter, dated
December 5, 2012, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of Independent Accountant.
Concurrent with the resignation of DMCL, we engaged Li and Company PC ("Li Co"),
as our independent accountant. During the most recent fiscal years and the
subsequent interim periods through the date of the appointment, we have not
consulted with Li Co regarding either the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our financial statements, nor has Li Co
provided to us a written report or oral advice that Li Co concluded was an
important factor considered by us in reaching a decision as to the accounting,
auditing or financial reporting issue. In addition, during such periods, we have
not consulted with Li Co regarding any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or
a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).
Our board of directors have approved the change from DMCL to Li Co.
We have provided a copy of the disclosures in this report to Li Co and offered
them the opportunity to furnish a letter to the Commission contemplated by Item
304(a)(2)(ii)(D) of Regulation S-K. Li Co has declined to provide a letter.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
16.1 Letter dated December 5, 2012 from Dale Matheson Carr-Hilton Labonte
LLP.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UPSTREAM BIOSCIENCES INC.
/s/ Charles El-Moussa
--------------------------------------
President, Secretary, Treasurer,
Chief Executive Officer,
Chief Financial Officer and Director
Date: December 11, 2012
