1174891--12/22/2008--UPSTREAM_BIOSCIENCES

related topics

{stock, price, share}

{property, intellectual, protect}

{product, candidate, development}

{acquisition, growth, future}

{product, market, service}

{interest, director, officer}

{product, liability, claim}

{personnel, key, retain}

{control, financial, internal}

{system, service, information}

{regulation, change, law}

{regulation, government, change}

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. We have a history of losses and nominal operating results, which raise substantial doubt about our ability to continue as a going concern. 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. Our inability to complete our product development activities successfully may severely limit our ability to operate and finance operations. 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 If our provisional patent applications and proprietary rights do not provide substantial protection, then our business and competitive position will suffer. Our company may become subject to intellectual property litigation which may harm our business. If our company commercializes or tests our technology, our company will be subject to potential product liability claims that may affect our earnings and 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. Rapid technological changes in our industry may render our technology non-competitive or obsolete and consequently affect our ability to generate future revenues. 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. Failure to obtain and maintain required regulatory approvals will severely limit our ability to commercialize our technology. Even if we obtain regulatory approval to commercialize our technology, lack of commercial acceptance may impair our business. If we do not keep pace with our competitors, technological advancements and market changes, our technology may become obsolete and our business may 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 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. 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. Most of our assets and a majority 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. Our business is subject to comprehensive government regulation and any change in such regulation may have a material adverse effect on our company. 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 If we issue additional shares in the future, it will result in the dilution of our existing shareholders. 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. FINRA s sales practice requirements may also limit a stockholder s ability to buy and sell our stock. Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations

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1174891--12/22/2008--UPSTREAM_BIOSCIENCES_INC.