Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Feirstein Douglas
   2. Issuer Name and Ticker or Trading Symbol
Upstream Worldwide, Inc. [UPST] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
330 SW 2ND STREET, SUITE 209		 3. Date of Earliest Transaction (Month/Day/Year)
01/27/2012
(Street)

FORT LAUDERDALE, FL 33312		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Note $ 0.1 (1) 01/27/2012   A   50,000   01/27/2012 06/24/2012 Common Stock 500,000 (2) 50,000 I By LLLP
Convertible Note $ 0.1 (1) 01/27/2012   C     50,000 01/27/2012 06/24/2012 Common Stock 500,000 (2) 0 I By LLLP
Series A Convertible Preferred Stock (3) 01/27/2012   C   100,000     (3)   (3) Common Stock 500,000 (2) 100,000 I By LLLP
Common Stock Warrants $ 0.2 (1) 01/27/2012   A   500,000   01/27/2012 06/24/2016 Common Stock 500,000 (2) 500,000 I By LLLP

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Feirstein Douglas
330 SW 2ND STREET
SUITE 209
FORT LAUDERDALE, FL 33312		   X     Chief Executive Officer  

Signatures

 /s/ Douglas Feirstein   01/30/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The exercise or conversion price assumes the completion of a reverse stock split in which the issuer's outstanding common stock is reduced to approximately 10,000,000 shares.
(2) In connection with a $50,000 loan, the reporting person was issued a convertible note. The reporting person acquired the Series A upon converting a $50,000 note. The warrants were issued in connection with the loan. The exercise price of the securities was contingent on the closing of a future financing. The financing closed on January 27, 2012.
(3) Each share of Series A will automatically convert into five shares of the issuer's common stock at a future event which requires shareholder approval. The Series A will expire at the time of conversion.

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