0000898432-09-000972.txt : 20090731 0000898432-09-000972.hdr.sgml : 20090731 20090730174632 ACCESSION NUMBER: 0000898432-09-000972 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090731 DATE AS OF CHANGE: 20090730 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Morgan Kathleen L. CENTRAL INDEX KEY: 0001433206 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: (804) 378-5100 MAIL ADDRESS: STREET 1: 2900 POLO PARKWAY STREET 2: SUITE 200 CITY: MIDLOTHIAN STATE: VA ZIP: 23113 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SouthPeak Interactive CORP CENTRAL INDEX KEY: 0001336262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 203290391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81770 FILM NUMBER: 09974855 BUSINESS ADDRESS: STREET 1: 2900 POLO PARKWAY CITY: MIDLOTHIAN STATE: VA ZIP: 23113 BUSINESS PHONE: (804) 378-5100 MAIL ADDRESS: STREET 1: 2900 POLO PARKWAY CITY: MIDLOTHIAN STATE: VA ZIP: 23113 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL SERVICES PARTNERS ACQUISITION CORP. DATE OF NAME CHANGE: 20050815 SC 13D/A 1 sc13d-a.htm

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

SouthPeak Interactive Corporation

(Name of Issuer)

Common stock, $0.0001 par value

(Title of Class of Securities)

844649103

(CUSIP Number)

Kathleen Morgan		K&L Gates LLP
24743 Senda Pajaro		925 4^th Avenue, Suite 2900
Calabasas, CA 91302		Seattle, WA 98104
Telephone: (818) 591-1712		Attention: Kristy T. Harlan
		Telephone: (206) 370-6651

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 15, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 844649103
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kathleen Morgan

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) SC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 3,400,000

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 3,400,000

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,400,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o


	13.	Percent of Class Represented by Amount in Row (11) 8.2%(1)

	14.	Type of Reporting Person (See Instructions) IN

(1) Based on 41,253,100 shares of common stock outstanding on May 14, 2009.

EXPLANATORY STATEMENT

This Amendment No. 2 to Schedule 13D (“Amendment”) relates to the common stock, $0.0001 par value per share (the “Common Stock”) of South Peak Interactive Corporation. This Amendment is filed to amend the Items set forth below of the Schedule 13D previously filed on behalf of Kathleen Morgan (the “Reporting Person”) with the Securities and Exchange Commission on May 21, 2008, as amended July 14, 2008, by supplementing it with the information set forth herein.

Item 4. Purpose of Transaction

The Reporting Person intends to continue to engage in open market sales of shares of Common Stock owned by the Reporting Person following the filing of this Amendment in such amounts and at such times as the Reporting Person deems desirable.

Item 5. Interest in Securities of the Issuer

As of the date of this Amendment, the Reporting Person beneficially owns 3,400,000 shares of Common Stock, which represents approximately 8.2% of the Common Stock outstanding as of May 14, 2009. The Reporting Person has the sole power to vote or to direct the vote of, and to dispose or direct the disposition of 3,400,000 shares of Common Stock.

In the last 60 days, the Reporting Person sold an aggregate of 100,000 shares of Common Stock. The dates of such sales and the price at which each share was sold are set forth in Exhibit 2.

Item 7. Material to be Filed as Exhibits

Exhibit 1. Power of Attorney, Executed by the Reporting Person on July 25, 2009.

Exhibit 2. Common Stock Sales in Last 60 Days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

July 25, 2009

	By:	/s/ Kathleen Morgan
	Name:	Kathleen Morgan

EXHIBIT INDEX

Exhibit Number	Description

1	Power of Attorney, executed by the Reporting Person on July 25, 2009.
2	Common Stock Sales in Last 60 Days.

EX-99 2 poa.htm EXHIBIT 1

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kristy T. Harlan or Brendan R. McDonnell her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for her and in her name, place and stead, in any and all capacities (until revoked in writing) to:

1.        Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned with respect to the securities of SouthPeak Interactive Corporation, a Delaware corporation, or any of its successors or assigns (collectively, the "Company"), pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder (including, without limitation, any Joint Filing Agreement with respect thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the "SEC"), and with any other entity when and if mandated by the Exchange Act or the Bylaws of the Financial Industry Regulatory Authority.

2.        Prepare, execute, acknowledge, deliver and file with the SEC a Form ID (including any amendments or authentications thereto) in order to obtain EDGAR codes, with the SEC.

3.        Seek or obtain, as the representative of the undersigned and on behalf of the undersigned, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and the undersigned approves and ratifies any such release of information.

4.        Perform any and all other acts that, in the discretion of such attorneys-in-fact, are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

1.        This Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in her discretion on information provided to such attorneys-in-fact without independent verification of such information.

2.        Any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorneys-in-fact, in her discretion, deems necessary or desirable.

3.        Neither the Company nor such attorneys-in-fact assumes (a) any liability or responsibility to comply with the requirements of the Exchange Act for the undersigned, (b) any liability for any failure to comply with such requirements for the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for the undersigned.

4.        This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of July 25, 2009.

/s/ Kathleen Morgan

Kathleen Morgan

EX-99 3 exhibit2.htm EXHIBIT 2

Exhibit 2

Sales of Common Stock

DATE	NUMBER OF SHARES SOLD	PRICE PER SHARE
6/2/2009	3,900	$0.68
6/3/2009	5,000	$0.61
6/4/2009	6,100	$0.73
6/5/2009	2,500	$0.81
6/8/2009	1,000	$0.81
6/10/2009	10,000	$0.75
6/11/2009	1,500	$0.75
6/12/2009	3,000	$0.76
6/17/2009	27,000	$0.77
6/18/2009	5,000	$0.79
6/19/2009	3,000	$0.80
6/22/2009	7,000	$0.81
6/23/2009	3,000	$0.81
6/26/2009	2,000	$0.72
6/29/2009	5,400	$0.74
6/30/2009	2,500	$0.75
7/1/2009	2,100	$0.73
7/14/2009	5,000	$0.58
7/15/2009	5,000	$0.60
TOTAL	100,000