Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2012, at a Special Meeting of Shareholders (the "Meeting"), the shareholders of Upstream Worldwide, Inc. approved a 1 for 52.4846 reverse stock split. The final vote results were as follows:

1. Approval of a 1 for 52.4846 reverse stock split:

Votes For Votes Against Abstentions Broker Non-Votes 275,028,186 7,898,900 100,000 -

The outstanding voting power entitled to vote consisted of 406,102,941 votes.

Item 8.01 Other Events.

As described in Item 5.07 above, Upstream's shareholders approved the reverse stock split. Upstream filed a Certificate of Amendment with the Secretary of State of Delaware and the reverse stock split became effective on June 8, 2012. The reverse stock split while effective for Delaware law purposes will not have any impact on the stock traded on the Over the Counter Bulletin Board until the Financial Industry Regulatory Authority (FINRA) approves it.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit

3.1 Certificate of Amendment - Reverse Stock Split