UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-QSB
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 2008
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:___________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification related to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
SouthPeak Interactive Corporation
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Full Name of registrant
Not Applicable
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Former Name if Applicable
2900 Polo Parkway
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Address of Principal Executive Office (Street and Number)
Midlothian, Virginia 23113
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City, State and Zip code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar
day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution
report on Form 10-D, or portion thereof, will be filed on or before
the fifth calendar day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The registrant has preliminarily completed its financial statements for the
fiscal year ended June 30, 2008. However, due to time constraints and the
requirements to account for and report with respect to the acquisition of its
operating company as completed during the fourth quarter of fiscal year 2008,
the registrant continues to review with its auditors and the board of directors
such financial statements and accompanying footnotes, together with the
discussion and analysis of management. Because of this necessary review, there
was insufficient time to provide for timely filing of the registrant's Form
10-K. The registrant intends to file the prescribed report within the allowed
extension period.
PART IV - OTHER INFORMATION
(l) Name and telephone number of person to contact in regard to this
notification
Melanie Mroz (804) 378-5100
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed ? If answer
is no, identify report(s).
Yes |X| No |_|
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof ?
Yes |_| No |X|
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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SouthPeak Interactive Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: September 29, 2008 /s/ Melanie Mroz
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By: Melanie Mroz
Title:Chief Executive Officer and President