UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


FORM
      10-Q




(Mark
      One)




x
            
            Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
              
              For
                the quarterly period endedJanuary
                31, 2008




o
            Transition
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
              
              For
                the transition period from _____________ to
                _____________




Commission
      File Number: 000-51869




Global
                Services Partners Acquisition
                Corp.


(Exact
      Name of Small Business Issuer as Specified in Its Charter)




Delaware
            20-3290391(State
                or other Jurisdiction of
              Incorporation
                or Organization)
            (I.R.S.
                Employer
              Identification
                No.)




3130
                Fairview Park Drive, Suite 500, Falls Church, VA
                22042


(Address
      of Principal Executive Office)  (Zip
      Code)




(703)
                373-3143


(Issuer's
      Telephone Number, Including Area Code)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one): Large Accelerated filer o Accelerated Filer o Non-Accelerated Filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) Yes x No o




As
      of February 29, 2008, 920,100 shares of common stock, par value $.0001 per
      share, and 5,980,000 shares of Class B common stock, par value $.0001 per share,
      were issued and outstanding.




Transitional
      Small Business Disclosure Format (check one): Yes o No x









**Item
        1. Financial Statements**
 
 **Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
  **INDEX
        TO FINANCIAL STATEMENTS**
  **Pages**Financial
                  Statements:Condensed
                  Consolidated Balance Sheets, January 31, 2008 (Unaudited) and July
                  31,
                  2007
              F-2Unaudited
                  Condensed Consolidated Statements of Operations, for the three
                  months
                  ended January 31, 2008 and 2007 and the six months ended January
                  31, 2008
                  and 2007 and the period from August 10, 2005 (inception) to January
                  31,
                  2008 (Unaudited)
              F-3Condensed
                  Consolidated Statements of Stockholders’ Equity, from August 10, 2005
                  (inception) to January 31, 2008 (Unaudited)
              F-4Condensed
                  Consolidated Statements of Cash Flows and for the six months ended
                  January
                  31, 2008 and 2007 and the period from August 10, 2005 (inception)
                  to
                  January 31, 2008, (Unaudited)
              F-5Notes
                  to Unaudited Condensed Consolidated Financial Statements
              F6-F13
 
 
 F-1
  **Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Condensed
        Consolidated Balance Sheets**
 
 **January 31, 2008**
              
              **July
                  31, 2007****ASSETS**
              
              **(Unaudited)****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              163,347
              
              $
              995,386Investment
                  held in trust, includinginterest receivable of $70,810 and $84,647
                  respectively (Notes 1 and 3)
              
              
              31,919,663
              
              
              31,430,580Prepaid
                  expenses
              
              
              23,500
              
              
              41,000Total
                  current assets
              
              
              32,106,510
              
              
              32,466,966Deferred
                  acquisition costs (Note 1)
              
              
              -
              
              
              17,404**Total
                  assets**
              
              $
              32,106,510
              
              $
              32,484,370**LIABILITIES
                  AND STOCKHOLDER'S EQUITY****Current
                  Liabilities:**Accounts
                  payable and accrued expenses
              
              $
              103,923
              
              $
              78,047.17Total
                  current liabilities
              
              
              103,923
              
              
              78,047.17**Common
                  stock, Class B subject to possible conversion**(1,195,402
                  shares at conversion value) (Note 1)
              
              
              6,380,742
              
              
              6,282,974**Commitments**(Note
                  5)******Stockholders'
                  Equity**(Notes 2 and 6):Preferred
                  stock, par value $.0001 per share,5,000 shares authorized, 0 shares
                  issued
              
              
              -
              
              
              -Common
                  stock, par value $.0001 per share,24,000,000 shares authorized,
                  920,100 shares issued and outstanding
              
              
              92
              
              
              92Common
                  stock, Class B, par value $.0001 per share,7,000,000 shares
                  authorized, 4,784,598 shares issued and outstanding (excluding
                  1,195,402
                  shares subject to possible conversion)
              
              
              478
              
              
              478Additional
                  paid-in-capital
              
              
              25,370,759
              
              
              25,468,527Retained
                  earnings accumulated in the development stage
              
              
              250,516
              
              
              654,252Total
                  stockholders' equity
              
              
              25,621,845
              
              
              26,123,349**Total
                  liabilities and stockholders' equity**
              
              $
              32,106,510
              
              $
              32,484,370
  *The
        accompanying notes should be read in conjunction with the financial
        statements*
  F-2
  **Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Condensed
        Consolidated Statements of Operations**
 **(Unaudited)**
 
 **For the three**
                **months ended**
              
              **For the six**
                **months ended**
              
              **From August 10,**
                **2005
                  (inception) to****January 31,**
                **2008**
              
              **January 31,**
                **2007**
              
              **January 31,**
                **2008**
              
              **January 31,**
                **2007**
              
              **January 31,**
                **2008****Operating
                  expenses:**Professional
                  fees
              
              $
              56,527
              
              $
              61,898
              
              $
              166,371
              
              $
              119,771
              
              $
              484,740Transaction
                  costs (Note 1)
              
              
              632,200
              
              $
              -
              
              
              632,200
              
              $
              -
              
              
              632,200General
                  and administrative expenses (Notes 4 & 5)
              
              
              51,955
              
              
              67,638
              
              
              105,169
              
              
              135,176
              
              
              406,256**Loss
                  from operations**
              
              
              (740,682
              )
              
              (129,536
              )
              
              (903,740
              )
              
              (254,947
              )
              
              (1,523,196
              )**Interest
                  income**
              
              
              236,002
              
              
              255,091
              
              
              500,004
              
              
              503,907
              
              
              1,773,712**Income
                  (loss) before provision for income taxes**
              
              
              (504,680
              )
              
              125,555
              
              
              (403,736
              )
              
              248,960
              
              
              250,516**Provision
                  for income taxes**(Note
                  4)****
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -**Net
                  income (loss) for the period**
              
              
              (504,680
              )
              
              125,555
              
              
              (403,736
              )
              
              248,960
              
              
              250,516****Accretion
                    of Trust Fund relating to Class Bcommon stock subject to possible
                    conversion
              
              
              (46,415
              )
              
              (49,046
              )
              
              (97,768
              )
              
              (96,638
              )
              
              (343,962
              )Net
                    income (loss) attributable to other Class Bstockholders and common
                    stockholders
              
              $
              (551,095
              )
              $
              76,509
              
              $
              (501,504
              )
              $
              152,322
              
              $
              (93,446
              )**Class
                  B common shares outstanding****subject
                  to possible conversion**
              
              
              1,195,402
              
              
              1,195,402
              
              
              1,195,402
              
              
              1,195,402******Net
                  income per Class B common share subject to
                  possible****conversion,**basic
                  and diluted****
              
              $
              0.04
              
              $
              0.04
              
              $
              0.08
              
              $
              0.08**Weighted
                  average number of common shares outstanding,**basicand
                  diluted
              
              
              5,704,698
              
              
              5,704,698
              
              
              5,704,698
              
              
              5,704,698**Net
                  income (loss) per share,**basic
                  and diluted****
              
              $
              (0.10
              )
              $
              0.01
              
              $
              (0.09
              )
              $
              0.03
 
 *The
        accompanying notes should be read in conjunction with the financial
        statements*
 
 F-3
  **Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Condensed
        Consolidated Statements of Stockholders’ Equity**
 
 **Retained****Common Stock,**
              
              **Additional**
              
              **earnings**
                **accumulated in****Common
                    Stock**
              
              **Class
                    B**
              
              **Paid
                  -In**
              
              **the development****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **stage**
              
              **Total****Balance,
                  August 10, 2005 (inception)**
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of Common Stock to initial stockholder
              
              
              100
              
              
              
              
              
              
              
              
              
              
              
              500
              
              
              
              
              
              500Issuance
                  of 3,075,000 Warrants at $0.05 Per Warrant
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              153,750
              
              
              -
              
              
              153,750Sale
                  of 460,000 Series A Units and 2,990,000Series
                  B Units through public offering net of underwriter’s discount and offering
                  expenses and net of proceeds of $6,036,780 allocable to 1,195,402
                  shares
                  of common stock, Class B subject to possible conversion
              
              
              920,000
              
              
              92
              
              
              4,784,598
              
              
              478
              
              
              25,560,371
              
              
              -
              
              
              25,560,941Proceeds
                  from sale of underwriters’ purchase option
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              100
              
              
              -
              
              
              100Accretion
                    relating to Class B commonstock subject to possible
                    conversion
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (50,100
              )
              
              
              
              
              (50,100
              )Net
                  income for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              153,457
              
              
              153,457**Balance,
                  July 31, 2006**
              
              
              920,100
              
              $
              92
              
              
              4,784,598
              
              $
              478
              
              $
              25,664,621
              
              $
              153,457
              
              $
              25,818,648Accretion
                    relating to Class Bcommon stock subject to possible
                    conversion
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (196,094
              )
              
              
              
              
              (196,094
              )Net
                  income for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              500,795
              
              
              500,795**Balance,
                  July 31, 2007**
              
              
              920,100
              
              $
              92
              
              
              4,784,598
              
              $
              478
              
              $
              25,468,527
              
              $
              654,252
              
              $
              26,123,349Accretion
                  relating to Class B commonstock subject to possible conversion
                  (unaudited)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (97,768
              )
              
              
              
              
              (97,768
              )Net loss
                  for the three months ended October 31, 2007 (Unaudited)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (403,736
              )
              
              (403,736
              )**Balance,
                  January 31, 2008 (Unaudited)**
              
              
              920,100
              
              $
              92
              
              
              4,784,598
              
              $
              478
              
              $
              25,370,759
              
              $
              250,516
              
              $
              25,621,845
  
 *The
        accompanying notes should be read in conjunction with the financial
        statements*
  F-4
  **Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Condensed
        Consolidated Statements of Cash Flows**
 **(Unaudited)**
 ****
 **For
                  the six months ended**
              
              **From August 10,**
                **2005 (inception) to****January
                  31, 2008**
              
              **January 31, 2007**
              
              **January
                  31, 2008****CASH
                  FLOW FROM OPERATING ACTIVITIES**Net
                  income for the period
              
              $
              (403,736
              )
              $
              248,960
              
              $
              250,516Adjustments
                  to reconcile net income to net cash used in operating
                  activities:Gain
                  on maturity of securities held in trust fund
              
              
              (502,920
              )
              
              (400,985
              )
              
              (1,649,853
              )Change
                  in operating assets and liabilities:Interest
                  receivable on investment held in Trust Fund
              
              
              13,837
              
              
              (82,444
              )
              
              (70,810
              )Prepaid
                  expenses
              
              
              17,500
              
              
              (67,250
              )
              
              (23,500
              )Accounts
                  payable and accrued expenses
              
              
              43,280
              
              
              19,925
              
              
              103,923**Net
                  cash used in operating activities**
              
              
              (832,039
              )
              
              (281,794
              )
              
              (1,389,724
              )**CASH
                  FLOW FROM INVESTING ACTIVITIES**Purchase
                  of securities held in trust fund
              
              
              (189,852,142
              )
              
              (183,891,834
              )
              
              (681,629,495
              )Maturity
                  of securities held in trust fund
              
              
              189,852,142
              
              
              183,891,834
              
              
              651,430,495**Net
                  cash used in investing activities**
              
              
              -
              
              
              -
              
              
              (30,199,000
              )**CASH
                  FLOW FROM FINANCING ACTIVITIES**Proceeds
                  from issuance of common stock to initial stockholder
              
              
              -
              
              
              -
              
              
              500Proceeds
                  from issuance of warrants
              
              
              -
              
              
              -
              
              
              153,750Proceeds
                  from notes payable to initial securityholders
              
              
              -
              
              
              -
              
              
              52,500Registration
                  costs paid
              
              
              -
              
              
              (89,909
              )
              
              (89,909
              )Repayment
                  of notes payable to initial securityholders
              
              
              -
              
              
              -
              
              
              (52,500
              )Proceeds
                  from sale of underwriters’ purchase option
              
              
              -
              
              
              -
              
              
              100Portion
                  of net proceeds from sale of Series B units through
              
              
              
              
              
              -public
                  offering allocable to shares of common stock, Class B subject to
                  possible
                  conversion
              
              
              -
              
              
              -
              
              
              6,036,780Net
                  proceeds from sale of units through public offering allocable to
                  stockholders’ equity
              
              
              -
              
              
              -
              
              
              25,650,850**Net
                  cash (used in) provided by financing activities**
              
              
              -
              
              
              (89,909
              )
              
              31,752,071**Net
                  increase (decrease) in cash and cash equivalents**
              
              
              (832,039
              )
              
              (371,703
              )
              
              163,347**Cash
                  and cash equivalents**Beginning
                  of period
              
              
              995,386
              
              
              1,583,911
              
              
              -End
                  of period
              
              $
              163,347
              
              $
              1,212,208
              
              $
              163,347**Supplemental
                  disclosure of non-cash financing activities:**Fair
                    value of underwriter purchase option included in offering
                    costs
              
              $
              -
              
              $
              -
              
              $
              360,000Accrued
                  accquisition costs
              
              $
              -
              
              $
              -
              
              $
              -Accretion
                  relating to class B common stock subject to possible
                  conversion
              
              $
              97,768
              
              $
              96,638
              
              $
              343,962**Supplemental
                  disclosure of cash flow information:**Cash
                  paid for income taxes
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  paid for interest
              
              $
              -
              
              $
              -
              
              $
              -
 
 
 *The
        accompanying notes should be read in conjunction with the financial
        statements*
 F-5
  **Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Notes
        to Unaudited Condensed Consolidated Financial Statements**
  **NOTE
        1** - **ORGANIZATION
        AND ACTIVITIES**
  Global
        Services Partners Acquisition Corp. (the “Company”) was incorporated in Delaware
        on August 10, 2005 to serve as a vehicle to effect a merger, capital stock
        exchange, asset acquisition or other similar business combination with a
        currently unidentified operating business (a “Target Business”).
  The
        Company is considered to be a development stage company and as such the
        financial statements presented herein are presented in accordance with Statement
        of Financial Accounting Standards ("SFAS") No. 7, Accounting and Reporting
        by
        Development Stage Enterprises.
  GSPAC
        has
        organized SouthPeak Interactive Corporation (“SP Holdings”), solely for the
        purpose of combining the businesses currently conducted by GSPAC and SouthPeak
        Interactive LLC (“SouthPeak”). In the business combination, which is more fully
        described below, GSPAC Merger Company, a wholly owned subsidiary of SP Holdings
        (“Merger Sub”), will merge with and into GSPAC with GSPAC as the surviving
        corporation and each share of outstanding GSPAC common stock and Class B
        common
        stock will be converted into one share of SP Holdings common stock. Concurrently
        with the merger of GSPAC and Merger Sub, the members of SouthPeak will
        contribute all of the outstanding membership interests of SouthPeak to SP
        Holdings in exchange for $5.0 million and 5,000,000 shares of SP Holdings
        common
        stock.
  The
        registration statement for the Company's initial public offering ("Offering")
        was declared effective on April 18, 2006. The Company consummated the Offering
        on April 25, 2006 for net proceeds of approximately $31.6 million. The Company's
        management has broad authority with respect to the application of the proceeds
        of the Offering although substantially all of the proceeds of the Offering
        are
        intended to be applied generally toward consummating a merger, capital stock
        exchange, asset acquisition or other similar transaction with a Target Business
        (a "Business Combination"). An amount of $31,919,663 (which includes accrued
        interest of $70,810 as of January 31, 2008) is being held in an interest-bearing
        trust account (“Trust Fund”) to be returned to the holders of Class B common
        stock if a Business Combination is not consummated in 24 months (April 25,
        2008), subsequent to the Offering (the "Target Business Acquisition Period").
        In
        the event there is no Business Combination, the Company will dissolve and
        any
        remaining net assets, after the distribution of the Trust Fund to Class B
        stockholders, will be distributed to the holders of common stock sold in
        the
        Offering.
  Both
        the
        Company's common stock and Class B common stock have one vote per share.
        However, the Class B common stockholders may, and the common stockholders
        may
        not, vote in connection with a Business Combination. Further, should a Business
        Combination not be consummated during the Target Business Acquisition Period,
        the Trust Fund would be distributed pro-rata to all of the Class B common
        stockholders and their Class B common shares would be cancelled and returned
        to
        the status of authorized but unissued shares. Common stockholders will receive
        none of the proceeds from the Trust Fund should a Business Combination not
        be
        consummated.
  The
        Company, after signing a definitive agreement for a Business Combination,
        is
        obliged to submit such transaction for approval by a majority of the Class
        B
        common stockholders of the Company. Class B common stockholders that vote
        against such proposed Business Combination are, under certain conditions,
        entitled to convert their shares into a pro-rata distribution from the Trust
        Fund (the "Conversion Right"). The actual per-share conversion price will
        be
        equal to the amount in the Trust Fund (inclusive of any interest thereon)
        as of
        two business days prior to the proposed Business Combination, divided by
        the
        number of Class B shares sold in the Offering, or approximately $5.34 per
        share
        based on the value of the Trust Fund as of January 31, 2008. As a result
        of the
        Conversion Right, $6,380,742 (including accretion of $343,962 through January
        31, 2008 ) has been classified in Common Stock, Class B subject to possible
        conversion on the accompanying balance sheet as of January 31, 2008. In the
        event that holders of a majority of the outstanding shares of Class B common
        stock vote for the approval of the Business Combination and that holders
        owning
        20% or more of the outstanding Class B common stock do not exercise their
        Conversion Rights, the Business Combination may then be consummated. Upon
        completion of such Business Combination and the payment of any Conversion
        Rights
        (and
 
 F-6
  **Global
          Services Partners Acquisition Corp.**
 **(a
          corporation in the development stage)**
 **Notes
          to Unaudited Condensed Consolidated Financial
          Statements**
  **NOTE
        1 – ORGANIZATION AND ACTIVITIES (CONTINUED)**
 
 related
        cancellation of Class B common stock), the remaining shares of Class B common
        stock would be converted to common stock.
 
 As
        of
        October 18, 2007 and October 19, 2007, the Company entered into two letters
        of
        intent with two different target companies to effect a business combination.
        As
        a result of entering into these letters of intent, the Company has until
        April
        25, 2008 to complete a business combination with one of these target companies.
        One of these letters of intent expired on November 18, 2007. The letter of
        intent with the other target company was extended until January 15, 2008.
        On
        January 15, 2008 the Company entered into a Amendment and Plan of Reorganization
        (“Reorganization Agreement”) with SouthPeak. There is no assurance that the
        Company will be able to successfully complete the transaction. The transaction
        is subject to, among other things, the approval of the Company’s Class B
        stockholders. On January 16,, 2008 SP Holdings filed a Registration
        Statement/Proxy Statement on Form S-4 in connection with the transaction.
        As of
        January 31, 2008 the Company has incurred and expensed $632,200 of costs
        related
        to the Transaction.
 
 **NOTE
        2 - OFFERING**
  In
        the
        Offering, effective April 18, 2006 (closed on April 25, 2006), the Company
        sold
        to the public an aggregate of 460,000 Series A Units (the “Series A Units” or a
“Series A Unit”) and 2,990,000 Series B Units (the “Series B Units” or a “Series
        B Unit”) at a price of $8.50 and $10.10 per unit, respectively inclusive of an
 over-allotment
        option issued to the underwriters to purchase additional Series A Units and
        Series B Units, which was exercised in full. Proceeds from the Offering,
        totaled
        approximately $31.6 million, which was net of
 approximately
        $2.5 million in underwriting and other expenses incurred through April 25,
        2006,
        the consummation of the offering. Each Series A Unit consists of two shares
        of
        the Company's common stock, and ten Class Z Warrants (each a "Class Z Warrant").
        Each Series B Unit consists of two shares of the Company's Class B common
        stock,
        and two Class W Warrants (each a “Class W Warrant”).
  The
        Company also sold to certain of the underwriters of the offering for an
        aggregate of $100, an option (the “Underwriter’s Purchase Option” or “UPO”) to
        purchase up to a total of 20,000 additional Series A Units and/or 130,000
        additional Series B Units (see Note 7).
  **NOTE
        3** - **SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES**
  **Interim
        Financial Statements** - The
        accompanying unaudited condensed consolidated financial statements have been
        prepared pursuant to the rules and regulations of the Securities and Exchange
        Commission (“SEC”) and should be read in conjunction with the Company’s audited
        financial statements and footnotes thereto for the period from inception
        (August
        10, 2005) to July 31, 2007 included in the Company’s Form 10-K filed on October
        29, 2007. Certain information and footnote disclosures normally included
        in
        financial statements prepared in accordance with accounting principles generally
        accepted in the United States of America have been omitted pursuant to such
        rules and regulations. However, the Company believes that the disclosures
        are
        adequate to make the information presented not misleading. The financial
        statements reflect all adjustments (consisting primarily of normal recurring
        adjustments) that are, in the opinion of management necessary for a fair
        presentation of the Company’s financial position and results of operations. The
        operating results for the three and six months ended January 31, 2008, 2007
        and
        for the period from inception (August 10, 2005) to January 31, 2008 are not
        necessarily indicative of the results to be expected for any other interim
        period of any future year.
 
 **Cash
        and Cash Equivalents** -
        Included in cash and cash equivalents are deposits with financial institutions
        as well as short-term money market instruments with maturities of three months
        or less when purchased.
  F-7
  **Global
          Services Partners Acquisition Corp.**
 **(a
          corporation in the development stage)**
 **Notes
          to Unaudited Condensed Consolidated Financial
          Statements**
  **Note
        3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
   **Basis
        of Presentation of Condensed Consolidated Financial
        Statements-** The
        condensed consolidated financial statements include the accounts of its
        subsidiary. There were no intercompany transactions and balances to be
        eliminated.
  **Concentration
        of Credit Risk** -
        Financial instruments that potentially subject the Company to a significant
        concentration of credit risk consist primarily of cash and cash equivalents.
        The
        Company maintains deposits in federally insured financial institutions in
        excess
        of federally insured limits. However, management believes the Company is
        not
        exposed to significant credit risk due to the financial position of the
        depository institutions in which those deposits are held.
 
 **Transaction
        Costs** -
        Costs
        related to proposed acquisitions are capitalized and in the event the
        acquisition does not occur, the costs are expensed. As of January 31, 2008
        the
        Company has expensed the acquisition costs as the proposed transaction will
        be
        treated as a reverse acquisition. (See Note 1).
 
 **Investments
        Held in Trust/Income Taxes** - The
        Company’s restricted investment held in the Trust Fund at January 31, 2008 is
        comprised of Commonwealth of Virginia securities with maturities of up to
        30
        days. The amounts held in the Trust Fund recognized interest income of $232,191,
        $489,053, $245,350 and $483,428 for the three and six months ended January
        31,
        2008 and 2007 respectively and $1,720,663 from inception (August 10, 2005)
        to
        January 31, 2008, which is included in interest income on the accompanying
        statement of
 operations.
        Such securities generate current income which is exempt from federal income
        tax
        and the tax imposed by the Commonwealth of Virginia and therefore no provision
        for income taxes is required for the six months ended January 31,
        2008.
 
 **Net
        Income Per Share** - Net
        income per share is computed based on the weighted average number of shares
        of
        common stock and Class B common stock outstanding.
 
 Basic
        earnings (loss) per share is computed by dividing income (loss) available
        to
        common stockholders by the weighted average common shares outstanding for
        the
        period. Basic net income per share is calculated by dividing net income
        attributable to common and Class B stockholders by their weighted average
        number
        of common shares outstanding during the period. Calculation of the weighted
        average common shares outstanding during the period was comprised of 920,100
        common shares and 4,784,598 Class B shares outstanding after the effective
        date
        of the offering in April 2006. Basic net income per share subject to possible
        conversion is calculated by dividing accretion of Trust Fund relating to
        Class B
        Common Shares subject to possible conversion by 1,195,402 Class B Shares
        subject
        to possible conversion. Diluted earnings per share reflects the
 potential
        dilution that could occur if securities or other contracts to issue common
        stock
        were exercised or converted into common stock or resulted in the issuance
        of
        common stock that then shared in the earnings of the entity. Since the effect
        of
        outstanding warrants to purchase common stock and the UPO were antidilutive
        as
        the exercise prices of such securities were below the average fair value
        of the
        Company’s common stock during the period presented, they have been excluded from
        the Company’s computation of net income per share.
 
 **Fair
        Value of Financial Instruments and Derivatives** - The
        fair values of the Company’s assets and liabilities that qualify as financial
        instruments under SFAS No. 107 approximate their carrying amounts presented
        in
        the balance sheet at January 31, 2008. As of January 31, 2008 the Company
        had no
        derivatives under SFAS No. 107.
 
 **Use
        of Estimates** - The
        preparation of financial statements in accordance with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect certain reported amounts of assets
        and
        liabilities and disclosure of contingent assets and liabilities at the date
        of
        the financial statements and the reported amounts of revenue and expenses
        during
        the reporting period. Actual results could differ from those estimates.
  F-8
  **Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Notes
        to Unaudited Condensed Consolidated Financial Statements**
  **NOTE
        3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
  **Income
        Taxes** -
        Deferred income tax assets and liabilities are computed for differences between
        the financial statement and tax bases of assets and liabilities that will
        result
        in future taxable or deductible amounts and are based on enacted tax laws
        and
        rates applicable to the periods in which the differences are expected to
        affect
 taxable
        income. Valuation allowances are established when necessary to reduce deferred
        income tax assets to the amount expected to be realized.
  **New
        Accounting Pronouncements –**  In
        July
        2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
        No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes, an
        Interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for
        uncertainty in income taxes recognized in a company's financial statements
        and
        prescribes a recognition threshold and measurement attribute for the financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken in an income tax return. FIN 48 also provides guidance in derecognition,
        classification, interest and penalties, accounting in interim periods,
        disclosures and transition. FIN 48 is effective for fiscal years beginning
        after
        December 15, 2007. The adoption
        of FIN 48 effective January 1, 2008 is not expected to have a significant
        effect
        on the Company’s balance sheets or statements of operations.
  In
        September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements
        “SFAS No. 157”), which defines fair value, establishes a framework for measuring
        fair value under GAAP, and expands disclosures about fair value measurements.
        SFAS No. 157 applies to other accounting pronouncements that require or permit
        fair value measurements. The new guidance is effective for financial statements
        issued for fiscal years beginning after November 15, 2007, and for interim
        periods within those fiscal years. The Company will evaluate the potential
        impact, if any, of the adoption of SFAS No. 157 on its financial position,
        results of operations and cash flows.
 
 In
        February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
        for Financial Assets and Financial Liabilities — including an amendment of FASB
        Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits
        entities to elect to measure many financial instruments and certain other
        items
        at fair value.
 
 Upon
        adoption of SFAS No. 159, an entity may elect the fair value option for
        eligible items that exist at the adoption date. Subsequent to the initial
        adoption, the election of the fair value option should only be made at initial
        recognition of the asset or liability or upon a remeasurement event that
        gives
        rise to new-basis accounting. SFAS No. 159 does not affect any existing
        accounting literature that requires certain assets and liabilities to be
        carried
        at fair value nor does it eliminate disclosure requirements included in other
        accounting standards. SFAS No. 159 is effective for fiscal years beginning
        after November 15, 2007 and may be adopted
 earlier
        but only if the adoption is in the first quarter of the fiscal year. The
        company
        is considering whether to adopt SFAS No. 159.
  In
        December 2007, the FASB issued SFAS 141 (revised 2007), *Business
        Combinations,* (“SFAS
        141(R)”). SFAS 141(R) retains the fundamental requirements of the original
        pronouncement requiring that the purchase method be used for all business
        combinations, but also provides revised guidance for recognizing and measuring
        identifiable assets and goodwill acquired and liabilities assumed arising
        from
        contingencies, the capitalization of in-process research and development
        at fair
        value, and the expensing of acquisition-related costs as incurred. SFAS 141(R)
        is effective for fiscal years beginning after December 15, 2008. In the event
        that the Company completes acquisitions subsequent to its adoption of SFAS
        141
        (R), the application of its provisions will likely have a material impact
        on the
        Company’s results of operations, although the Company is not currently able to
        estimate that impact.
  In
        December 2007, the FASB issued SFAS 160, *Noncontrolling
        Interests in Consolidated Financial Statements – an amendment of ARB No.
        51.* SFAS
        160
        requires that ownership interests in subsidiaries held by parties other than
        the
        parent, and the amount of consolidated net income, be clearly identified,
        labeled and presented in the consolidated financial statements. It also requires
        once a subsidiary is deconsolidated, any retained
        noncontrolling equity investment in the former subsidiary be initially measured
        at fair value. Sufficient disclosures are required to clearly identify and
        distinguish between the interests of the parent and the interests of the
        noncontrolling owners. It is effective for fiscal years beginning after December
        15, 2008, and requires retroactive
        adoption of the presentation and disclosure requirements for existing minority
        interests. All other requirements are applied prospectively. The Company
        does
        not expect the adoption of SFAS 160 to have a material impact on its financial
        condition or results of operations.
  F-9
  **Global
          Services Partners Acquisition Corp.**
 **(a
          corporation in the development stage)**
 **Notes
          to Unaudited Condensed Consolidated Financial
          Statements**
  **NOTE
        3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (CONTINUED)**
  Management
        does not believe that any other recently issued, but not yet effective,
        accounting standards if currently adopted would have a material effect on
        the
        Company’s consolidated financial statements.
  **NOTE
        4 – TAXES**
 
 *Income
        Taxes*
 
 No
        provisions for federal income taxes has been made since the Company’s interest
        income is earned from investments in Commonwealth of Virginia and Commonwealth
        of Maryland securities which are exempt from federal and Virginia state
        taxation.
 
 *Other*
 
 The
        Company is incorporated in Delaware and accordingly is subject to franchise
        taxes. Amounts of $9,000, $18,000 and $64,556 for Delaware franchise taxes
        are included as part of general and administrative expenses
 in
        the
        accompanying statements of operations for the three and six months ended
        January
        31, 2008, 2007 and for the period from inception (August 10, 2005) to January
        31, 2008, respectively.
  **NOTE
        5** - **COMMITMENTS**
  *Administrative
        Services*
 
 Commencing
        on April 18, 2006, the effective date of the offering, the Company is obligated
        to pay an affiliate of the Company’s chief executive officer, $7,500 per month
        for office, secretarial and administrative services. Amounts of $22,500 and
        $45,000 for such services for the three and six months ended January 31,
        2008,
        2007
 and
        $160,725 for the period from inception (August 10, 2005) to January 31, 2008,
        respectively, are included in general and administrative expenses on the
        accompanying statements of operations.
 
 *Financial
        Advisory Services*
 
 At
        the
        time of the Offering, HCFP was been engaged by the Company to act as the
        Company’s non-exclusive investment banker in connection with a proposed Business
        Combination. For assisting the Company in structuring and negotiating the
        terms
        of a Business Combination, the Company agreed to pay HCFP a cash transaction
        fee
        of $900,000 upon consummation of the combination. In lieu of the $900,000
        fee
        otherwise payable to HCFP, SouthPeak has agreed to pay HCFP, for financial
        advisory services rendered to it in connection with the business combination
        with SouthPeak, $2.5 million and 250,000 Class Z warrants of SP Holdings
        with such payments contingent upon the closing of the merger and business
        combination.
 
 *Solicitation
        Services*
 
 The
        Company has engaged HCFP, on a non-exclusive basis, to act as its agent for
        the
        solicitation of the exercise of the Company’s Class W Warrants and Class Z
        Warrants. In consideration for solicitation services, the Company agreed
        to pay
        HCFP a commission equal to 5% of the exercise price for each Class W Warrant
        and Class
        Z
        Warrant exercised after April 18, 2007 if the exercise is solicited by HCFP.
        No
        services have been provided to date.
  F-10
  **Global
            Services Partners Acquisition Corp.**
 **(a
            corporation in the development stage)**
 **Notes
            to Unaudited Condensed Consolidated Financial
            Statements**
  **NOTE
        6 – CAPITAL STOCK**
  *Preferred
        Stock*
 
 The
        Company is authorized to issue up to 5,000 shares of Preferred Stock with
        such
        designations, voting, and other rights and preferences as may be determined
        from
        time to time by the Board of Directors.
 
 *Common
        Stock and Class B Common Stock*
 
 The
        Company is authorized to issue 24,000,000 shares of common stock and 7,000,000
        shares of Class B common stock. As of January 31, 2008, there are 920,100
        shares
        of the Company’s common stock issued and outstanding and 5,980,000 shares of the
        Company’s Class B stock issued and outstanding, including 1,195,402 Class B
        common shares subject to possible conversion.
 
 As
        of
        January 31, 2008, there are 2,684,900 and 1,020,000 authorized but unissued
        shares of the Company’s common stock and the Company’s Class B common stock,
        respectively, available for future issuance, after appropriate reserves for
        the
        issuance of common stock in connection with the Class W Warrants and Class
        Z
        Warrants, the Underwriters Purchase Option and the officer’s and director’s
        Class W Warrants and Class Z Warrants.
 
 **NOTE
        7 - WARRANTS AND OPTION TO PURCHASE COMMON STOCK**
 
 The
        Company currently has no commitments to issue any shares of common stock
        other
        than as described herein; however, the Company will, in all likelihood, issue
        a
        substantial number of additional shares in connection with a Business
        Combination. To the extent that additional shares of common stock are issued,
        dilution to the interests of the Company’s stockholders who participated in the
        Offering will occur.
  *Warrants*
  In
        August, 2005, the Company sold and issued Class W Warrants to purchase 1,537,500
        shares of the Company’s common stock, and Class Z Warrants to purchase 1,537,500
        shares of the Company’s common stock to its initial securityholders, for an
        aggregate purchase price of $153,750, or $0.05 per warrant. The Class W and
        Class Z Warrants held by the initial securityholders are also subject to
        a
        registration rights agreement. The Class W Warrants and Class Z Warrants
        outstanding prior to the Offering may be exercised with cash on or prior
        to
        their respective expiration dates. Although the Company’s initial
        securityholders may make a written demand that the Company file a registration
        statement, the Company is only required to use its best efforts to cause
        the
        registration statement to be declared effective and, once effective, only
        to use
        its best efforts to maintain its effectiveness. Accordingly, because the
        Company’s obligation is merely to use its best efforts in connection with the
        registration rights agreement and upon exercise of the warrants, the Company
        can
        satisfy its obligation by delivering unregistered shares of common stock.
  Each
        Class W Warrant issued in the Offering and to the initial securityholders
        is
        exercisable for one share of common stock. Except as set forth below, the
        Class
        W Warrants entitle the holder to purchase shares at $5.00, subject to adjustment
        in the event of stock dividends and splits, reclassifications, combinations
        and
        similar events, for a period commencing on the later of: (a) completion of
        the
        Business Combination and (b) April 18, 2007 and ending April 17, 2011. As
        of
        January 31, 2008, there were 7,517,500 Class W Warrants
        outstanding.
  F-11
  **Global
            Services Partners Acquisition Corp.**
 **(a
            corporation in the development stage)**
 **Notes
            to Unaudited Condensed Consolidated Financial
            Statements**
  **NOTE
        7 - WARRANTS AND OPTION TO PURCHASE COMMON
        STOCK-(CONTINUED)**
  Each
        Class Z Warrant issued in the Offering and to the initial securityholders
        is
        exercisable for one share of common stock. Except as set forth below, the
        Class
        Z Warrants entitle the holder to purchase shares at $5.00, subject to adjustment
        in the event of stock dividends and splits, reclassifications, combinations
        and
        similar events, for a period commencing on the later of: (a) completion of
        the
        Business Combination and (b) April 18, 2007 and ending April 17, 2013. As
        of
        January 31, 2008, there were 6,137,500 Class Z Warrants
        outstanding.
  The
        Class
        W Warrants and Class Z Warrants outstanding prior to the Offering, all of
        which
        are held by the Company’s initial securityholders or their affiliates, shall not
        be redeemable by the Company as long as such warrants continue to be held
        by
        such securityholders or their affiliates. Except as set forth in the preceding
        sentence, the Company may redeem the Class W Warrants and/or Class Z Warrants
        with the prior consent of HCFP, the representative of the underwriters in
        the
        Offering, in whole or in part, at a price of $.05 per warrant at any time
        after
        the warrants become exercisable, upon a minimum of 30 days’ prior written notice
        of redemption, and if, and only if, the last sale price of the Company’s common
        stock equals or exceeds $7.50 per share and $8.75 per share, for a Class
        W
        Warrant and Class Z Warrant, respectively, for any 20 trading days within
        a 30
        trading day period ending three business days before the Company sent the
        notice
        of redemption (the “Measurement Period”). In addition, the Company may not
        redeem the Class W Warrants and/or the Class Z Warrants unless the shares
        of
        common stock underlying such warrants are covered by an effective registration
        statement.
  The
        Class
        W Warrants and Class Z Warrants issued may be exercised with cash on or prior
        to
        their respective expiration dates. However, the Class W Warrants and Class
        Z
        Warrants issued will not be exercisable unless at the time of exercise the
        Company has a current prospectus relating to the Company’s common stock issuable
        upon exercise of the warrants and the common stock has been registered,
        qualified or deemed to be exempt under the applicable securities laws.
        Accordingly if the warrants are not able to be exercised such warrants may
        expire worthless. The Company has no obligation to net cash settle the exercise
        of the warrants.
  The
        holders of Class W Warrants and Class Z Warrants do not have the rights or
        privileges of holders of the Company’s common stock or any voting rights until
        such holders exercise their respective warrants and receive Shares of the
        Company’s common stock. As the proceeds from the exercise of the Class W
        Warrants and Class Z Warrants will not be received until after the completion
        of
        a Business Combination, the expected proceeds from exercise will not have
        any
        effect on the Company’s financial condition or results of operations prior to a
        Business Combination.
  *Underwriter
        Purchase Option*
  In
        connection with the Offering, the Company issued to certain of the underwriters
        an option (the “UPO”) for an aggregate of $100 to purchase up to 20,000 Series A
        Units at an exercise price of $14.025 per unit and/or up to 130,000 Series
        B
        Units at an exercise price of $16.665 per unit on the later of (a) completion
        of
        a Business Combination and (b) April 18, 2007 and ending April 17, 2011.
        The
        fair value of the UPO, inclusive of the receipt of the $100 cash payment,
        was
        accounted for as an expense of the Offering resulting in a charge directly
        to
        stockholders’ equity with a corresponding credit to additional paid-in-capital.
        The Company determined the fair
        value of the UPO of approximately $360,000 using a Black-Scholes option-pricing
        model. The fair value of the UPO granted was estimated as of the date of
        issuance using the following assumptions: (1) expected volatility of 37.566%,
        (2) risk-free interest rate of 4.92% and (3) contractual life of 5 years.
        The
        UPO may be exercised for cash or on a “cashless” basis, at the holder’s option,
        such that the holder may use the appreciated value of the UPO (the difference
        between the exercise prices of the UPO and the underlying warrants and the
        market price of the units and underlying securities) to exercise the UPO
        without
        the payment of any cash. Each of the Series A Units and Series B Units included
        in the UPO are identical to the Series A Units and Series B Units sold in
        the
        Offering, except that the exercise price of the Class W Warrants underlying
        the
        Series B Units and the Class Z Warrants underlying the Series A Units will
        be
        $5.50 per share and the Class Z Warrants underlying the Series A Units shall
        only be exercisable until the fifth anniversary of the Offering.
  F-12
 **Global
            Services Partners Acquisition Corp.**
 **(a
            corporation in the development stage)**
 **Notes
            to Unaudited Condensed Consolidated Financial
            Statements**
  **NOTE
        7 - WARRANTS AND OPTION TO PURCHASE COMMON
        STOCK-(CONTINUED)**
  The
        Company has no obligation to net cash settle the exercise of the UPO or the
        warrants underlying the UPO. The holder of the UPO will not be entitled to
        exercise the UPO or the warrants underlying the UPO unless a registration
        statement covering the securities underlying the UPO is effective or an
        exemption from registration is available. If the holder is unable to exercise
        the UPO or underlying warrants, the UPO or warrants, as applicable, will
        expire
        worthless.
  F-13




**Item 2.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**





The
      following discussion should be read in conjunction with our financial statements
      and footnotes thereto contained in this report.





**General**





We
      were
      formed on August 10, 2005 to serve as a vehicle to effect a merger, capital
      stock exchange, asset acquisition or other similar business combination with
      an
      entity that has an operating business in the security industry. We completed
      our
      initial public offering (“IPO”) on April 25, 2006. Our entire activity from
      inception through the consummation of our IPO on April 25, 2006 was to prepare
      for and complete our IPO. Since the consummation of our IPO on April 25, 2006,
      our activity has been limited to identifying targets for a business
      combination.





As
      of
      October 18, 2007 and October 19, 2007, the Company entered into two letters
      of
      intent with two different target companies to effect a business combination.
      As
      a result of entering into these letters of intent, the Company has until April
      25, 2008 to complete a business combination with one of these target companies.
      One of these letters of intent expired on November 18, 2007. The letter of
      intent with the other target company was extended until January 15, 2008. On
      January 15, 2008 the Company entered into a Amendment and Plan of Reorganization
      (“Reorganization Agreement”) with SouthPeak Interactive LLC ("SouthPeak"). There
      is no assurance that the Company will be able to successfully complete the
      transaction. The transaction is subject to, among other things, the approval
      of
      the Company’s class B stockholders. On January 16, 2008 SouthPeak
      Interactive Corporation ("SP Holding") which will become the parent of
      the Company and SouthPeak upon consummation of the proposed business
      combination, filed a Registration Statement/Proxy Statement on Form S-4
      (SEC Registration Number 333-148691) in connection with the transaction,
      which the Company anticipates will be amended on or about March 4,
      2008. As of January 31, 2008 the Company has incurred and expensed $632,200
      of
      costs related to the transaction with SouthPeak.





We
      are
      not presently engaged in, and will not engage in, any substantive commercial
      business until we consummate a business combination.





**Results
      of Operations**




Net
      loss
      for the three months ended January 31, 2008 was $(504,680) which consisted
      of
      interest income of the trust fund of $232,191, and interest on cash and cash
      equivalents of $3,811, offset by $56,527 of professional fees, transaction
      costs
      of $632,200 related to the pending reverse merger business combination with
      SouthPeak and $51,955 of general and administrative expenses consisting of
      $22,500 for a monthly administrative services agreement with an affiliate,
      $15,000 of D&O insurance, $ 9,000 of Delaware franchise tax and $5,455 of
      other expenses.




2




Net
      income for the three months ended January 31, 2007 was $125,555 which consisted
      of interest income of the trust fund of $245,350, and interest on cash and
      cash
      equivalents of $9,741, offset by $61,898 of professional fees and $67,638 of
      general and administrative expenses consisting of $22,500 for a monthly
      administrative services agreement with an affiliate, $12,500 of D&O
      insurance, $9,000 of Delaware franchise tax and $23,638 of other expenses.




Net
      loss
      for the six months ended January 31, 2008 was $(403,736) which consisted of
      interest income of the trust fund of $489,083, and interest on cash and cash
      equivalents of $10,921, offset by $166,371 of professional fees, transaction
      costs of $632,200 related to the pending reverse merger business combination
      with SouthPeak and $105,169 of general and administrative expenses consisting
      of
      $45,000 for a monthly administrative services agreement with an affiliate,
      $30,000 of D&O insurance, $ 18,000 of Delaware franchise tax and $12,169 of
      other expenses.




Net
      income for the six months ended January 31, 2007 was $248,960 which consisted
      of
      interest income of the trust fund of $483,428, and interest on cash and cash
      equivalents of $20,479, offset by $119,771 of professional fees and $135,176
      of
      general and administrative expenses consisting of $45,000 for a monthly
      administrative services agreement with an affiliate, $25,000 of D&O
      insurance, $ 18,000 of Delaware franchise tax and $47,176 of other expenses.




Net
      income for the period from inception (August 10, 2005) to January 31, 2008
      was
      $250,516, which consisted of interest income of the trust fund of $1,720,663,
      and interest on cash and cash equivalents of $53,049, offset by $484,740 of
      professional fees, transaction costs of $632,200 related to the pending reverse
      merger business combination with SouthPeak and $406,256 of general and
      administrative expenses consisting of $160,725 for a monthly administrative
      services agreement with an affiliate, $85,000 of D&O insurance, $64,556 of
      Delaware franchise tax and $95,975 of other expenses.




**Liquidity
      and Capital Resources**





Our
      net
      proceeds from the IPO, after deducting offering expenses of approximately
      $434,000 and underwriting discounts of approximately $2,047,000, was
      approximately $31,600,000 of which $30,199,000 was placed in a trust account
      and
      the remaining proceeds of approximately $1,430,000 became available to be used
      to provide for business, legal and accounting due diligence on prospective
      transactions and continuing general and administrative expenses. Except to
      the
      extent that our capital stock is used in whole or in part as consideration
      to
      effect a business combination, substantially all of the net proceeds of the
      IPO
      to acquire a target business, including identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating the business combination. To the extent that our
      capital stock is used in whole or in part as consideration to effect a business
      combination, the proceeds held in the trust account, as well as any other net
      proceeds not expended, will be used to finance the operations of the target.
      In
      connection with the proposed business combination with SouthPeak, as we
      anticipate using approximately $8,835,000 as transaction consideration or to
      pay
      transaction fees and expenses, upon completion of the business combination
      approximately $23,084,000 of cash will be available to SouthPeak from the trust
      account. At January 31, 2008, we had cash outside of the trust account of
      $163,347 cash held inside the trust account of $31,919,663, prepaid expenses
      of
      $23,500 and total liabilities of $103,923.




3




Since
      the
      amount of our obligations to vendors and creditors as of January 31, 2008 is
      close to exceeding this amount, we would have no funds remaining outside of
      the
      trust that could be used to search for a new business combination
      target.




If
      we
      close the business combination transaction with SouthPeak, the difference
      between the outstanding obligations to vendors and creditors and the cash
      available outside of the trust will be covered by the proceeds released from
      the
      trust at closing. In the event that we do not close the transaction, we will
      be
      forced to liquidate. Our chief executive officer and chief financial officer
      have personally agreed, pursuant to letter agreements with us and the
      representative in our initial public offering, that if we liquidate prior to
      the
      consummation of a business combination, they will be personally liable to pay
      debts and obligations to target businesses or vendors or other entities that
      are
      owed money by us for services rendered or contracted for or products sold to
      us
      in excess of the net proceeds from the trust account. We cannot assure you,
      however, that our chief executive officer and chief financial officer will
      be
      able to satisfy those obligations .




**ITEM
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





Market
      risk is a broad term for the risk of economic loss due to adverse changes in
      the
      fair value of a financial instrument. These changes may be the result of various
      factors, including interest rates, foreign exchange rates, commodity prices
      and/or equity prices. $30,199,000 of the net offering proceeds was placed into
      a
      trust account at Lehman Brothers maintained by American Stock Transfer &
Trust Company, acting as trustee. The proceeds held in trust will only be
      invested in United States “government securities,” defined as any Treasury Bill
      issued within the meaning of Section 2(a)(16) of the Investment Company Act
      of
      1940 having a maturity of 180 days or less, or in money market funds meeting
      certain conditions under Rule 2a-7 promulgated under the Investment Company
      Act
      of 1940. The proceeds held in trust have been invested in Commonwealth of
      Virginia securities with maturities of up to 30 days. As of July 31, 2007,
      the
      effective annualized interest rate on our investment was 3.22%. As of January
      31, 2008, $31,919,663 was held in the trust account. As of January 31,
      2008, $163,347 of the proceeds not held in trust was being held in a business
      checking account with Provident Bank National Association or in an escrow
      account with our attorneys for the benefit of certain vendors who are performing
      services in connection with the proposed business combination transaction.
      Thus,
      we are subject to market risk primarily through the effect of changes in
      interest rates. The effect of other changes, such as foreign exchange rates,
      commodity prices and/or equity prices, does not pose significant market risk
      to
      us.




4




**ITEM
      4. Controls and Procedures.**





An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of April 30, 2007 was made under the supervision and with the
      participation of our management, including our chief executive officer and
      our
      chief financial officer. Based on that evaluation, they concluded that our
      disclosure controls and procedures are effective as of the end of the period
      covered by this report to ensure that information required to be disclosed
      by us
      in reports that we file or submit under the Securities Exchange Act of 1934
      is
      recorded, processed, summarized and reported within the time periods specified
      in Securities and Exchange Commission rules and forms. During the most recently
      completed fiscal quarter, there has been no significant change in our internal
      control over financial reporting that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.





5




PART
      II





OTHER
      INFORMATION





**ITEM
      1A. Risk Factors.**





*Please
      see the information disclosed in the “Risk Factors” section of our Registration
      Statement on Form S-1, as amended (File No. 333-128350), as filed with the
      SEC
      on March 14, 2006 together with our prospectus filed in accordance with Rule
      424(b)(4) on April 20, 2006. In addition, please see the information disclosed
      in the “Risk Factors” section of our Report on Form 10-K for the year ended July
      31, 2007, as filed with the SEC.*





**ITEM
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





On
      April
      25, 2006, we consummated our initial public offering of 460,000 Series A units,
      with each Series A unit consisting of two shares of our common stock and ten
      Class Z warrants, each to purchase one share of our common stock at an exercise
      price of $5.00 per share, and 2,990,000 Series B units, with each Series B
      unit
      consisting of two shares of our Class B common stock and two Class W warrants,
      each to purchase one share of common stock. These units include units that
      were
      subject to the over-allotment option. The Series A Units were sold at an
      offering price of $8.50 per Series A Unit and the Series B Units were sold
      at an
      offering price of $10.10 per Series B Unit, generating total gross proceeds
      of
      $34,109,000. HCFP/Brenner Securities LLC acted as representative of the
      underwriters for the initial public offering. The securities sold in the
      offering were registered under the Securities Act of 1933 on a registration
      statement on Form S-1 (No. 333-128350). The Securities and Exchange Commission
      declared the registration statement effective on April 18, 2006.




6





We
      paid a
      total of $2,046,540 in underwriting discounts and commissions, and approximately
      $485,000 has been paid for costs and expenses related to the
      offering.





After
      deducting the underwriting discounts and commissions and the offering expenses,
      the total net proceeds to us from the offering were approximately $31,600,000,
      of which $30,199,000 was deposited into the trust account and the remaining
      proceeds are available to be used to provide for business, legal and accounting
      due diligence on prospective business combinations and continuing general and
      administrative expenses.





For
      a
      description of the use of the proceeds generated in our initial public offering,
      see Part I, Item 2 of this Form 10-Q.





**ITEM
      6. Exhibits.**





The
      Company hereby files as part of this quarterly report on Form 10-Q the Exhibits
      listed in the attached Exhibit Index.





31.1
      -
      Section 302 Certification by CEO


31.2
      -
      Section 302 Certification by CFO


32.1
      -
      Section 906 Certification by CEO


32.2
      -
      Section 906 Certification by CFO




7




SIGNATURES





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




GLOBAL
                SERVICES PARTNERS ACQUISITION
              CORP.Dated: March
                3, 2008By:
            /s/ Rahul
                PrakashRahul
                Prakash
              Chairman
                of the Board and Chief Executive
              Officer
              (Principal
                Executive Officer)




Dated: March
                3, 2008By:
            /s/ Avinash
                VashisthaAvinash
                Vashistha
              Chief
                Financial Officer and Executive Vice
              President
              (Principal
                Financial and Accounting Officer)





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