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): ~~May~~September 2614, 2011 (~~May~~September 2314, 2011)

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):

oWritten 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 18.01. ~~Entry~~ Other ~~into a Material Definitive Agreement~~Events.

OnThe ~~May~~Company ~~23,~~has ~~2011,~~determined ~~SouthPeak~~that ~~Interactive~~given ~~Corporation~~its ~~(the~~current ~~“Company”)~~financial ~~entered~~condition ~~into a Waiver~~ and ~~Amendment Agreement (~~the ~~“Amendment~~current ~~Agreement”)~~state ~~with the holders~~ of the ~~Company’s~~economic ~~outstanding~~environment ~~Senior~~within ~~Secured Convertible Notes due March 15, 2011 (~~the ~~“2011~~industry Notes”) and July 19, 2013 (the “2013 Notes”) (collectively, the “Notes”). Pursuant to the Amendment Agreement, (i) as to the 2011 Notes, the holders thereof have waived the Maturity Payment Default (as defined in ~~the~~which ~~Amendment~~it ~~Agreement)~~operates, the ~~interest~~benefits ~~rate~~of ~~has~~having ~~been~~publicly ~~increased~~registered toshares ~~29%,~~ and ~~the~~filing ~~Maturity~~periodic ~~Date~~reports ~~has~~under ~~been extended to December 31, 2011, and (ii) as to~~ the ~~2013~~federal ~~Notes,~~securities ~~the~~laws ~~holders~~are ~~thereof~~outweighed ~~have~~by ~~waived~~ the ~~Registration~~associated ~~Default (as defined in the Amendment Agreement)~~costs. ~~The~~For ~~Amendment~~this ~~Agreement~~reason, ~~provides that~~ the ~~date by which the Initial Registration Statement (as defined in the Registration Rights Agreement by and among the~~ Company ~~and~~intends ~~the purchasers of the Notes) must be declared effective by the SEC has been extended (i)~~ to ~~January~~file ~~31,~~a ~~2012,~~Form in15 ~~the event that the Initial Registration Statement is not subject~~ to adelist ~~full~~its registered ~~review~~securities byunder ~~the~~Section ~~SEC, or~~ 12(iig) toof ~~April 30, 2012, in~~ the ~~event~~Securities ~~that~~and ~~the~~Exchange ~~Initial~~Act ~~Registration~~of ~~statement~~1934 ~~is subject to a full review by the SEC. Under the Amendment Agreement, the Company~~ and ~~certain of its subsidiaries have agreed~~ to ~~(i) instruct~~ suspend its ~~online~~reporting ~~distribution~~obligations ~~partners~~for ~~to remit all payments arising from sales through online gaming platforms of~~ the ~~electronic~~foreseeable ~~game~~future ~~“Stronghold~~under 3”Section 15(~~the “Game”~~d) ~~to a designated collateral agent, (ii) remit all receivable payments arising from sales~~ of ~~the~~that ~~Game~~act. Should ineconomic ~~Europe~~conditions ~~directly to the collateral agent,~~ and ~~(iii)~~circumstances ~~commencing~~change in ~~September 2011, pay~~ the ~~collateral agent 60% of any amounts in excess of $350~~future,~~000~~ ~~paid to~~ the Company ~~each~~may ~~month~~re-evaluate ~~under~~this ~~the factoring agreement between the Company and Rosenthal & Rosenthal, Inc~~position.~~, with all such payments being applied to the amounts due under the 2011 Notes until the 2011 Notes are paid in full.~~

The description of the Amendment Agreement and the terms thereof are qualified in their entirety to the full text of the Amendment Agreement, which is filed as an exhibit hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
10.1	Waiver and Amendment Agreement, dated as of May 23, 2011.

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: ~~May~~September 2614, 2011

	SouthPeak Interactive Corporation

	By:	/s/ Melanie Mroz
		Melanie Mroz Chief Executive Officer

Exhibit Index

Exhibit Number	Description
10.1	Waiver and Amendment Agreement, dated as of May 23, 2011.

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