0001144204-12-007709.txt : 20120213 0001144204-12-007709.hdr.sgml : 20120213 20120213160243 ACCESSION NUMBER: 0001144204-12-007709 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120213 DATE AS OF CHANGE: 20120213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brauser Michael CENTRAL INDEX KEY: 0001336508 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 4400 BISCAYNE BLVD. STREET 2: SUITE 850 CITY: MIAMI STATE: FL ZIP: 33137 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Upstream Worldwide, Inc. CENTRAL INDEX KEY: 0001271075 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 980412432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84113 FILM NUMBER: 12599059 BUSINESS ADDRESS: STREET 1: 200 EAST BROWARD BLVD. STREET 2: SUITE 1200 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: (954) 915-1550 MAIL ADDRESS: STREET 1: 200 EAST BROWARD BLVD. STREET 2: SUITE 1200 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: MONEY4GOLD HOLDINGS INC DATE OF NAME CHANGE: 20080729 FORMER COMPANY: FORMER CONFORMED NAME: EFFECTIVE PROFITABLE SOFTWARE, INC. DATE OF NAME CHANGE: 20050607 FORMER COMPANY: FORMER CONFORMED NAME: MODENA 2 INC DATE OF NAME CHANGE: 20031121 SC 13G/A 1 v302344_sc13ga2.htm AMENDMENT NO. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Upstream Worldwide, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

916787 104

(CUSIP Number)

December 31, 2011

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

£	Rule 13d-1(b)

£	Rule 13d-1(c)

S	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 372910307

13G

Page 2 of 4 Pages

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

	Michael Brauser
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) £
	(b) £
3.	SEC USE ONLY


4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER

		54,215,588⁽¹⁾
	6.	SHARED VOTING POWER

		6,575,705⁽²⁾
	7.	SOLE DISPOSITIVE POWER

		54,215,588⁽¹⁾
	8.	SHARED DISPOSITIVE POWER

		6,575,705⁽²⁾

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	60,791,293
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

	£
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	17.0%⁽³⁾
12.	TYPE OF REPORTING PERSON*

	IN - Individual

(1)

Represents (i) 25,215,588 shares of common stock held individually by the reporting person, (ii) 3,250,000 shares of common underlying Series A Preferred Stock, (iii) 22,500,000 shares of common stock underlying Series B Preferred Stock and (iv) 3,250,000 warrants to purchase common stock.

(2)

Represents shares of common stock held jointly with the reporting person’s wife.

(3)

Based on outstanding voting power as of December 31, 2011.

CUSIP No. 916787 104

13G

Page 3 of 4 Pages

Item 1.

(a)	Name of Issuer: Upstream Worldwide, Inc.

(b)	Address of Issuer’s Principal Executive Offices: 200 E. Broward Blvd., Suite 1200, Ft. Lauderdale, FL 33301

Item 2.

(a)	Name of Person Filing: Michael Brauser

(b)	Address of Principal Business Office or, if none, Residence: 4400 Biscayne Boulevard, Suite 850, Miami, FL 33137

(c)	Citizenship: United States of America

(d)	Title of Class of Securities: Common Stock

(e)	CUSIP Number: 916787 104

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership.

See Item 5 through 9 and 11 of cover page.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2012


	/s/ Michael Brauser
	Signature

	Michael Brauser
	Name