FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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 *   Brauser Michael 2. Date of Event Requiring Statement (Month/Day/Year) 11/18/2010 3. Issuer Name and Ticker or Trading Symbol Upstream Worldwide, Inc. [UPST] (Last) (First) (Middle) 4400 BISCAYNE BLVD.,, SUITE 850 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MIAMI, FL 33137 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common stock 22,206,156 D   Common stock (1) 6,575,705 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	08/31/2010	  (2)	Common stock	22,500,000	$ (3)	D	Â
Series C Preferred Stock	02/14/2011	  (2)	Common stock	3,009,400	$ (4)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brauser Michael 4400 BISCAYNE BLVD., SUITE 850 MIAMI, FL 33137	  X	Â	Â	Â

Signatures

/s/ Michael Brauser		11/28/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Jointly held with wife.
(2)	These securities have no expiration date and will expire at such time as they are converted.
(3)	The reporting person holds 450,000 shares of Series B Preferred Stock which are convertible into 22,500,000 shares of the issuer's common stock.
(4)	The reporting person holds 30,094 shares of Series C Preferred Stock which are convertible into 3,009,400 shares of the issuer's common stock.

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