UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2010

Upstream Worldwide, Inc.
(Exact name of registrant as specified in its charter)



Delaware
  
000-50494
  
98-0412432
(State or other Jurisdiction of
Incorporation)
  
(Commission File Number)
  
(IRS Employer
Identification No.)


200 E. Broward Blvd., Suite 1200
Ft. Lauderdale, Florida
  
 
33301
(Address of principal executive offices)
  
(Zip Code)


Registrant’s telephone number, including area code: (954) 915-1550


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2010, Douglas Feirstein, the Chief Executive Officer of Upstream Worldwide, Inc. (the “Company”), was granted 6,000,000 five-year stock options in lieu of receiving cash compensation for a one-year period.  The options vest monthly over a one-year period unless Mr. Feirstein provides notice of his intent to receive cash compensation for that monthly period.  The options are exercisable at $0.025 per share.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
UPSTREAM WORLDWIDE, INC.
     
     
Date: November 9, 2010
By:
 /s/ Michael Brachfeld
 
Name:
Michael Brachfeld
 
Title:
Chief Accounting Officer