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 1215, 2010 (November 815, 2010)

SouthPeak Interactive Corporation

____________________________________________

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-51869		20-3290391
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2900 Polo Parkway

Midlothian, Virginia 23113

___________________________________________

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (804) 378-5100

___________________________________________

(Former Name or Former Address, if Changed Since Last Report)

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 (See General Instruction A.2. below):

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 1 2.~~01. Entry~~02 ~~into~~Results aof ~~Material~~Operations ~~Definitive~~and ~~Agreement~~Financial Condition.

On November 815, 2010, SouthPeak Interactive Corporation (the “Company”) ~~entered~~issued ~~into~~a ~~Third~~press ~~Amendment~~release toannouncing ~~Registration~~financial ~~Rights~~results ~~Agreements~~for ~~(collectively,~~ the ~~“Third Amendment”)~~fiscal ~~with~~quarter ~~each of Diversified Opportunities Master Account, L.P., CNH CA~~ended ~~Master~~September ~~Account~~30, L2010.~~P.,~~ ~~AQR~~A ~~Diversified~~copy ~~Arbitrage~~of ~~Fund and Terry Phillips,~~ the ~~Company’s~~ ~~chairman. The~~press ~~Third~~release ~~Amendment~~is ~~modifies~~furnished ~~the~~herewith ~~Registration Rights Agreement, dated~~ as ~~of July 19, 2010 (as amended by those First Amendment~~ toExhibit 99.1 ~~Registration Rights Agreements, dated as of August 17, 2010,~~ and ~~the~~is ~~Amended and~~incorporated ~~Restated~~herein ~~Securities Purchase Agreement, dated August 31, 2010), which was entered into in connection with the sale~~ by the Company of senior secured convertible notes (the “Notes”) and associated warrants, as detailed in the Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 22, 2010reference.

~~Pursuant~~The toinformation ~~the~~contained ~~Third~~in ~~Amendment,~~this ~~the~~current ~~initial~~Item ~~filing~~2.02 ~~deadline~~and byin ~~which~~ the ~~Company~~accompanying ~~must~~exhibit ~~file~~shall anot ~~registration~~be ~~statement~~deemed ~~relating to the shares of common stock underlying the Notes and associated warrants (the~~ “~~Initial Registration Statement~~filed”) ~~has been~~for ~~extended~~purposes toof ~~November 19, 2010.~~Section ~~Pursuant~~18 toof the ~~Third Amendment, the~~Securities ~~initial~~Exchange ~~effectiveness~~Act ~~deadline~~of ~~by which the Initial Registration Statement must be declared effective by the SEC has been extended to January 31~~1934, ~~2011,~~as inamended (the ~~event~~ ~~that~~“Exchange ~~the~~Act”) ~~Initial~~or ~~Registration~~otherwise ~~Statement is not~~ subject to ~~a full review by~~ the ~~SEC,~~liabilities orof ~~(ii)~~that ~~to March 15~~section, ~~2011,~~or inincorporated ~~the event that the Initial Registration statement is subject to a full review~~ by ~~the~~reference ~~SEC. The~~in ~~description~~any offiling ~~the~~under ~~Third Amendment and~~ the ~~terms~~Exchange ~~thereof~~Act ~~are~~or ~~qualified in their entirety to~~ the ~~full~~ ~~text~~Securities ofAct ~~the form~~ of ~~Third Amendment~~1933, ~~which~~as isamended, ~~filed~~except as shall anbe ~~exhibit~~expressly ~~hereto and~~set ~~incorporated~~forth ~~herein~~ by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
10.1	Form of Third Amendment to Registration Rights Agreement, dated as of November 8, 2010.

(d)	Exhibits

99.1	Press Release dated November 15, 2010

SIGNATURES

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

Date: November 1215, 2010

	SouthPeak Interactive Corporation

	By:	/s/ Reba McDermott
		Reba McDermott, Chief Financial Officer

Exhibit Index

Exhibit Number	~~Description~~	Description
10.1	Form of Third Amendment to Registration Rights Agreement, dated as of November 8, 2010.
99.1		Press Release dated November 15, 2010

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