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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1. Name and Address of Reporting Person * Frohman Scott   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 123 NW 13TH STREET, STE 300 3. Date of Earliest Transaction (Month/Day/Year) 02/11/2011 (Street) BOCA RATON, FL 33432 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Series B Convertible Preferred Stock (1) (2)

$ 0.02

02/11/2011

P

40,000

(1)

(1)

Common Stock

2,000,000

(2)

40,000

D

Common Stock Warrants (Right to Buy) (2)

$ 0.06

02/11/2011

P

1,000,000

02/11/2011

02/11/2014

Common Stock

1,000,000

(2)

1,000,000

D

Common Stock Warrants (Right to Buy) (3)

$ 0.06

03/28/2011

M

1,000,000

02/11/2011

02/11/2014

Common Stock

1,000,000

(3)

0

D

Series C Convertible Preferred Stock (4)

(3)

03/28/2011

A

10,000

(4)

(4)

Common Stock

1,000,000

(3)

10,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Frohman Scott 123 NW 13TH STREET STE 300 BOCA RATON, FL 33432	X

Signatures

/s/ Scott Frohman		03/30/2011
**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)	These securities are convertible into the issuer's common stock at any time after the issuer increases its authorized capital. At such time, each share of the Series B Preferred Stock will be convertible into 50 shares of the issuer's common stock. The securities have no expiration date.
(2)	The securities are included within one Unit purchased by the reporting person for $100,000 per Unit. Each Unit consists of 100,000 shares of Series B Convertible Preferred Stock and 2,500,000 warrants to purchase shares of common stock. The reporting person purchased 0.4 Units.
(3)	The reporting person exercised the warrants at a reduced price of $0.015 per share of Series C Preferred Stock.
(4)	The securities automatically convert into the issuer's common stock after the issuer increases its authorized capital. At such time, each share of Series C Preferred Stock will be convertible into 100 shares of the issuer's common stock. The securities have no expiration date.

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