UPSTREAM BIOSCIENCES INC.

(Name of Issuer)

Common Stock, par value $0.001

(Title of Class of Securities)

91678P 10 4

(CUSIP Number)

DEXSTER SMITH
Box 3403, 701 Harrison Avenue, Blaine, WA, 98230

copy to:

Cam McTavish
Clark Wilson LLP
Barristers & Solicitors
Patent & Trade-Mark Agents
800 - 885 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3H1
Tel: 604.687.5700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 1, 2006

(Date of Event which Requires Filing of this Statement)

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CUSIP No.

91678P 10 4

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

DEXSTER SMITH

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)   [ ]
(b)   x

3

SEC USE ONLY

4

SOURCE OF FUNDS (See Instructions)

SC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[ ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER

12,000,000 shares of common stock

8

SHARED VOTING POWER

N/A

9

SOLE DISPOSITIVE POWER

12,000,000 shares of common stock

10

SHARED DISPOSITIVE POWER

N/A

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,000,000 shares of common stock

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[ ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.1%, based on 44,300,000 shares of common stock outstanding on March 1, 2006

14

TYPE OF REPORTING PERSON (See Instructions)

IN

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(a)

Name: Dexster Smith.

(b)

Business Address: Box 3403, 701 Harrison Avenue, Blaine, WA, 98230.

(c)

Present Principal Occupation: President and director of the Issuer.

(d)

Mr. Smith has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Mr. Smith has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Citizenship: Mr. Smith is a citizen of the United States of America.

(a)

the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

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(b)

an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)

any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

any material change in the present capitalization or dividend policy of the Issuer;

(f)

any other material change in the Issuer’s business or corporate structure;

(g)

changes in the Issuer’s charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and

(j)

any action similar to any of those enumerated above.

(a)

As of March 1, 2006, Mr. Smith beneficially owned 12,000,000 Shares, or 27.1%, of the Issuer’s outstanding stock.

(b)

Mr. Smith holds the sole power to vote or to direct the vote, and to dispose or to direct the disposition of all of the Shares reported in this Schedule.

(c)

Other than the transaction set out in Item 3, and the transactions that occurred in connection with such transaction, Mr. Smith has not effected any transactions in the Shares of the Issuer during the past 60 days.

(d)

Not applicable.

(e)

Not applicable.

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