SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  3)*

SouthPeak Interactive Corporation

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

844649 10 3

(CUSIP Number)

Terry M. Phillips

SouthPeak Interactive Corporation

2900 Polo Parkway

Midlothian, Virginia 23113

Telephone: (804) 378-5100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

with a copy to:

Greenberg Traurig, LLP

1750 Tysons Boulevard

Suite 1200

McLean, Virginia  22102

Attention:  Mark Wishner

Telephone:  (703) 749-1352

March 31, 2010

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box   .

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

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* 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 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).

(Continued on following pages)

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1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Terry M. Phillips
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS SC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER	16,785,720
		8	SHARED VOTING POWER	0
		9	SOLE DISPOSITIVE POWER	16,785,720
		10	SHARED DISPOSITIVE POWER	0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,785,720
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.03%(1)
14	TYPE OF REPORTING PERSON IN

(1)           Based on 59,893,600 shares of common stock outstanding on March 31, 2010.

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This Amendment No. 3 (“Amendment No. 3”) amends the items set forth below of the Schedule 13D, originally filed on April 25, 2008, as amended on April 28, 2008 and May 21, 2008 (the “Schedule 13D”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

As of the date of this report, the Reporting Person beneficially owns an aggregate of 16,785,720 shares of Common Stock, which represents approximately 28.03% of the Common Stock outstanding as of March 31, 2010.  The Reporting Person has sole power to vote or direct the vote of, and to dispose or direct the disposition of, 16,785,720 shares of Common Stock.

Set forth below are the transactions that have taken place in the last 60 days involving the Reporting Person and the Issuer’s securities:

Date	Number of Shares Disposed Of	Sales Price per Share
2/18/2010	352,940 shares	Not applicable (gift)

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

In connection with the Purchase Agreement by and among the Issuer, Intermezzo Establishment (“Intermezzo”), and Paragon Investment Fund (“Paragon”), dated March 31, 2010, pursuant to which Intermezzo and Paragon were issued shares of the Common Stock by the Issuer, the Reporting Person entered into a letter agreement with Intermezzo and Paragon on March 31, 2010 (the “Letter Agreement”).  Pursuant to the Letter Agreement, Intermezzo and Paragon will have co-sale rights with respect to any future non-market transfers by the Reporting Person of his Common Stock.  

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, which is filed as Exhibit 1 hereto.

Item 7. Material to be Filed as Exhibits.

Exhibit 1. Letter Agreement by and among the Reporting Person, Intermezzo Establishment and Paragon Investment Fund, dated March 31, 2010.

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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.

April 8, 2010

TERRY M. PHILLIPS
By:	/s/ Terry M. Phillips
Name:	Terry M. Phillips

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EXHIBIT INDEX

Exhibit
Number		Description
	1	Letter Agreement by and among the Reporting Person, Intermezzo Establishment and Paragon Investment Fund, dated March 31, 2010.

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EX-99.1

TERRY PHILLIPS

2900 Polo Parkway

Midlothian, Virginia 23113

March 31, 2010

Intermezzo Establishment

Landstrasse 114

9495 Triefen, Liechtenstein

Attn: Paul Bauer

Paragon Investment Fund

c/o Intermezzo Establishment

Landstrasse 114

9495 Triefen, Liechtenstein

Attn: Paul Bauer

Re:  Co-Sale Right

Dear Paul:

Reference is made to that certain Purchase Agreement (the “Purchase Agreement”) made by and among SouthPeak Interactive Corporation (“SouthPeak”), and Intermezzo Establishment and Paragon Investment Fund (the “Sellers”).

Pursuant to the terms of the Purchase Agreement, SouthPeak shall issue to the Sellers 10 million shares of SouthPeak common stock (the “Shares”) as of the date hereof. As a material inducement of the Sellers to enter into the Purchase Agreement, I hereby agree to grant the Sellers certain co-sale rights, as set forth in Exhibit A attached hereto, related to future transfers of shares of SouthPeak common stock held by me.

This letter agreement may be executed in one or more counterparts, each of which will be deemed an original copy of this letter agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

This letter agreement will be governed by and construed in accordance with the substantive laws of the Commonwealth of Virginia applicable to agreements made and to be performed entirely within such Commonwealth, without reference to the conflicts of laws rules of such Commonwealth.

Intermezzo Establishment

Paragon Investment Fund

March 31, 2010

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Very truly yours,

Terry Phillips

ACCEPTED AND AGREED as of the date first written above:

INTERMEZZO ESTABLISHMENT

By:  

Name: 

Title: 

PARAGON INVESTMENT FUND

By: 

Name: 

Title: 

Enclosure

EXHIBIT A

Co-Sale Right

1.  Transfers by Terry Phillips.

1.1     Notice of Transfer. If Terry Phillips (“Phillips”) proposes to transfer any of his shares (“Phillips Shares”) of SouthPeak Interactive Corporation (“SouthPeak”) common stock, other than pursuant to a sale of SouthPeak common stock in the public equity markets, then Phillips shall promptly give written notice (the “Notice”) to the Company and to each of Intermezzo Establishment and Paragon Investment Fund (the “Sellers”) at least fifteen (15) days prior to the closing of such transfer. The Notice shall describe in reasonable detail the proposed transfer, including Phillips’ bona fide intention to transfer the Phillips Shares, the number of Phillips Shares to be transferred, the nature of such transfer, the bona fide consideration to be paid and address of each prospective purchaser or transferee.

1.2     Right of Co-Sale.

   (a)          Each Seller shall have the right, as a condition to such transfer by Phillips, exercisable upon written notice to Phillips within five (5) days after receipt of the Notice, to participate in such transfer of Phillips Shares. Such notice to Phillips shall indicate the number of shares of SouthPeak common stock, up to that number of shares determined under Section 1.2(b) such Seller wishes to sell under its right to participate. To the extent one or both of the Sellers exercise such right of participation in accordance with the terms and conditions set forth below, the number of Phillips Shares that Phillips may sell in the transaction shall be correspondingly reduced based on their pro rata ownership.

   (b)          Each Seller may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of Phillips Shares covered by the Notice by (ii) a fraction the numerator of which is the number of shares of SouthPeak common stock issued as of the date hereof and held by such Seller at the time of the Notice and the denominator of which is the total number of Phillips Shares plus the number of shares of SouthPeak common stock issued as of the date hereof and held by both Sellers at the time of the Notice. If both Sellers do not elect to sell their shares of SouthPeak common stock proposed to be transferred within said five (5) day period, then Phillips shall promptly notify in writing the Seller who does so elect and shall offer such Seller the additional right to participate in the transfer of such additional Phillips Shares proposed to be transferred on the same percentage basis as set forth above in this Section 1.2(b). The Sellers shall have five (5) days after receipt of such notice to notify Phillips in writing of its election to sell all or a portion thereof of the unsubscribed shares.

   (c)          Each Seller who elects to participate in the transfer pursuant to this Section 1.2 (a “Co-Sale Participant”) shall effect its participation in the transfer by promptly delivering to Phillips for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent the number of shares of SouthPeak common stock which such Co-Sale Participant elects to sell.

   (d)     The stock certificate or certificates that the Co-Sale Participant delivers to Phillips pursuant to Section 1.2(c) shall be transferred to the prospective purchaser in consummation of the transfer of SouthPeak common stock pursuant to the terms and conditions specified in the Notice, and Phillips shall concurrently therewith remit to such Co-Sale Participant that portion of the sale proceeds to which such Co-Sale Participant is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibits such assignment or otherwise refuses to purchase shares or other securities from a Co-Sale Participant exercising its rights of co-sale hereunder, Phillips shall not sell to such prospective purchaser or purchasers any Phillips Shares unless and until, simultaneously with such sale, Phillips shall purchase such shares or other securities from such Co-Sale Participant on the same terms and conditions specified in the Notice.

   (e)          The exercise or non-exercise of the rights of any Seller hereunder to participate in one or more transfers of Phillips Shares shall not adversely affect such Seller’s right to participate in subsequent transfers of Phillips Shares hereunder.

   (f)          To the extent that the Sellers do not elect to participate in the transfer of Phillips Shares subject to the Notice, such Phillips may, not later than seventy-five (75) days following delivery of the Notice, enter into an agreement providing for the closing of the transfer of such Phillips Shares covered by the Notice within thirty (30) days of the date of such agreement on terms and conditions not materially more favorable to the transferor than those described in the Notice. Any proposed transfer on terms and conditions materially more favorable to the transferor than those described in the Notice, as well as any subsequent proposed transfer of any Phillips Shares, shall again be subject to the co-sale rights of the Sellers and shall require compliance by Phillips with the procedures described in this Section 1.2.

2.      Exempt Transfers. The co-sale rights of the Sellers set forth in Section 1 above shall not apply to any transfer without consideration to Phillips’ ancestors, descendants, siblings, or spouse, or the Phillips’ spouse’s ancestors, descendants or siblings, or to or from trusts, family limited partnerships or family limited liability companies for the benefit of such persons or Phillips; provided such transfer qualifies as a non-reportable gift for U.S. federal income tax purposes; and provided further that Phillips shall inform each Seller of such transfer prior to effecting it.