CUSIP
No. 916787 104
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13G
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Page
2 of 4 Pages
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1
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NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Barry
Honig
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE
VOTING POWER
21,039,038
(1)
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6
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SHARED
VOTING POWER
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7
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SOLE
DISPOSITIVE POWER
21,039,038
(1)
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8
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SHARED
DISPOSITIVE POWER
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,039,038
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
o
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
(2)
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12
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TYPE
OF REPORTING PERSON*
IN
- Individual
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(1)
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Represents
(i) 4,466,940 shares of common stock held individually by the reporting
person, (ii) 13,146,418 shares of common stock held by GRQ Consultants,
Inc. 401(K), of which the reporting person is the trustee, (iii) 276,348
shares of common stock held by GRQ Consultants, Inc. 401(K) FBO Renee
Honig of which the reporting person is the trustee, (iv) 2,904,332 shares
of common stock held by GRQ Consultants, Inc. Defined Benefit Pension Plan
of which the reporting person is the trustee and (v) 245,000 shares of
common stock underlying Series B Preferred Stock (“Series B”) and warrants
to purchase common stock. Does not include an additional
33,505,000 shares of common stock issuable upon the conversion of Series B
and warrants which contain a blocker provision under which the reporting
person can only convert the Series B or exercise his warrants to a point
where he would beneficially own a maximum of 9.99% of the Company’s
outstanding shares (the
“Blocker”).
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(2)
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If
not for the Blocker, the reporting person would own in excess of 9.99% of
the outstanding shares of common stock. Based upon 210,165,563 shares
outstanding as of December 31, 2010, plus 245,000 shares underlying
derivatives exercisable within 60
days.
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CUSIP
No. 916787 104
|
13G
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Page 3 of
4 Pages
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(a)
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Name
of Issuer: Upstream Worldwide, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices: 200 E. Broward Blvd., Suite 1200,
Ft. Lauderdale, FL 33301
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(a)
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Name
of Person Filing: Barry Honig
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(b)
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Address
of Principal Business Office or, if none, Residence: 4400 Biscayne
Boulevard, Suite 850, Miami,
FL 33137
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(c)
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Citizenship:
United States of America
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(d)
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Title
of Class of Securities: Common
Stock
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(e)
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CUSIP
Number: 916787
104
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Item
3.
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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:
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Item
4.
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Ownership.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Item
9.
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Notice
of Dissolution of Group.
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Item
10.
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Certification
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CUSIP
No. 916787 104
|
13G
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Page 4 of
4 Pages
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Date:
February 11, 2011
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/s/ Barry
Honig
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Signature
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Barry
Honig
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Name
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