|   |   |                                                                                                |
|--------|--------|-----------------------------------------------------------------------------------------------------|
| x      |   | ANNUAL      REPORT PURSUANT TO SECTION 13 OR 15(d) OF      THE SECURITIES EXCHANGE ACT OF 1934 |

|   |   |                                                                                                    |
|--------|--------|---------------------------------------------------------------------------------------------------------|
| o      |   | TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF      THE SECURITIES EXCHANGE ACT OF 1934 |

|                                                                          |   |                                                |
|-------------------------------------------------------------------------------|--------|-----------------------------------------------------|
| Delaware                                                                      |   | 77-0399299                                          |
| (State      or Other Jurisdiction of Incorporation      or Organization) |   | (I.R.S.      Employer Identification      No.) |

|                                |   |                          |   |                              |   |                                  |
|-------------------------------------|--------|-------------------------------|--------|-----------------------------------|--------|---------------------------------------|
| Large      accelerated filer      o |   | Accelerated      filer      o |   | Non-accelerated      filer      o |   | Smaller      reporting company      x |

----

|   | (a)  | The      following Consolidated Financial Statements of SourceForge, Inc. and its      subsidiaries were filed as part of the Company’s original Annual Report on      Form 10-K for the fiscal year ended July 31, 2008 that was filed on      October 14, 2008:  |
|--------|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|                                                                                                  | Page |
|-------------------------------------------------------------------------------------------------------|------|
| Reports      of Stonefield Josephson, Inc. Independent Registered Public Accounting      Firm         | 38   |
| Consolidated      Balance Sheets                                                                      | 39   |
| Consolidated      Statements of Operations                                                            | 40   |
| Consolidated      Statements of Stockholders’ Equity and Other Comprehensive Income      (Loss) | 41   |
| Consolidated      Statements of Cash Flows                                                            | 42   |
| Notes      to Consolidated Financial Statements                                                       | 43   |
| Schedule      II — Valuation and Qualifying Accounts                                            | 71   |

|  | (b) | Exhibits:  We      have filed, or incorporated into this Report by reference, the exhibits      listed on the accompanying Exhibit Index immediately following the      signature page to this Form 10-K/A. |
|--|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   |      |                                                                  |
|--------|-----------|-----------------------------------------------------------------------|
|        | (c)  | Financial Statement      Schedules:  See Item 15(a)  above. |

----

|                     |   |                   |                                       |
|--------------------------|--------|------------------------|--------------------------------------------|
|                     |   | SOURCEFORGE,      INC. |
| Date:      June 10, 2009 |   | By:                    |
|                     |   |                   |                                       |
|                     |   |                   | /s/ Scott L. Kauffman                      |
|                     |   |                   | Scott      L. Kauffman                     |
|                     |   |                   | President      and Chief Executive Officer |
|                     |   |                   |                                       |

| Signature                    |                                                                                                                | Title                               |                                                   | Date   |
|------------------------------|---------------------------------------------------------------------------------------------------------------------|-------------------------------------|--------------------------------------------------------|--------|
| /s/                          |  Scott L. Kauffman                                                                                             |                                | President      and Chief Executive Officer             |   | June      10, 2009 |
| Scott      L. Kauffman       |                                                                                                                | (Principal      Executive Officer)  |                                                   |   |
|                         |                                                                                                                |                                |                                                   |   |   |
| /s/                     | Patricia S. Morris                                                                                                  |                                | Senior      Vice President and Chief Financial Officer |   | June      10, 2009 |
| Patricia      S. Morris      |                                                                                                                | (Principal      Accounting Officer) |                                                   |   |
|                         |                                                                                                                |                                |                                                   |   |   |
| /s/                     |                   *       |                                | Director                                               |   | June      10, 2009 |
| Andrew      Anker            |                                                                                                                |                                |                                                   |   |
|                         |                                                                                                                |                                |                                                   |   |   |
| /s/                     |                    * |                                | Director                                               |   | June      10, 2009 |
| Ram      Gupta               |                                                                                                                |                                |                                                   |   |
|                         |                                                                                                                |                                |                                                   |   |   |
| /s/                          |                    * |                                | Director                                               |   | June      10, 2009 |
| Scott      E. Howe           |                                                                                                                |                                |                                                   |   |
|                         |                                                                                                                |                                |                                                   |   |   |
| /s/                     |                    * |                                | Director                                               |   | June      10, 2009 |
| Suzanne      M. Present      |                                                                                                                |                                |                                                   |   |
|                         |                                                                                                                |                                |                                                   |   |   |
| /s/                          |                    * |                                | Director                                               |   | June      10, 2009 |
| Carl      Redfield           |                                                                                                                |                                |                                                   |   |
|                         |                                                                                                                |                                |                                                   |   |   |
| /s/                          |                    * |                                | Director                                               |   | June      10, 2009 |
| David      B. Wright         |                                                                                                                |                                |                                                   |   |
|  * By:   | /s/ Patricia S. Morris                                                                                              |                                | Attorney      in Fact                                  |   | June      10, 2009 |
|                         | Patricia      S. Morris                                                                                        |                                |                                                   |   |   |

----

| ExhibitNumber    |   | Description                                                                                                                                     |
|------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------|
|  2.1(7)     |   | Asset      Purchase Agreement by and between VA Software Corporation and CollabNet,      Inc., dated April 24, 2007                             |
|  3.1(1)     |   | Amended      and Restated Certificate of Incorporation of the  Registrant                                                                       |
|  3.2(9)     |   | Amended      and Restated Bylaws of the Registrant                                                                                              |
|  3.3(10)    |   | Certificate      of Amendment to the Second Amended and Restated Certificate of      Incorporation of the Registrant                            |
|  3.4(11)    |   | Certificate      of Ownership and Merger of OSTG, Inc. with and into VA Software      Corporation, dated May 22, 2007                           |
|  4.1(1)     |   | Specimen      Common Stock Certificate                                                                                                          |
| 10.1(1)‡   |   | Form      of Indemnification Agreement between the Registrant and each of its      directors and officers                                       |
| 10.2(1)‡   |   | 1998      Stock Plan and forms of agreement thereunder                                                                                          |
| 10.3(1)‡   |   | 1999      Employee Stock Purchase Plan                                                                                                          |
| 10.4(1)‡   |   | 1999      Director Option Plan                                                                                                                  |
| 10.5†(2)   |   | Master      Lease Agreement between the Registrant and Renco Investment      Company                                                            |
| 10.6(3)          |   | Consent      of Linus Torvalds                                                                                                                  |
| 10.7(4)          |   | Sublease      between the Registrant and @Road, Inc., dated June 9,  2004                                                                       |
| 10.8(5)          |   | Consent      to Sublease Agreement between the Registrant, @Road, Inc. and Renco      Investment Company, dated June 9, 2004                    |
| 10.9(6)          |   | Asset      Purchase Agreement dated December 23, 2005 by and between JupiterImages      Corporation, the Registrant, and Animation Factory,Inc. |
| 10.10(8)         |   | Separation      Agreement and Release by and between Darryll E. Dewan and VA Software      Corporation, dated May 4, 2007                       |
| 10.11(12)        |   | Mountain      View City Center Net Office Lease by and between the Registrant and Eagle      Square Partners dated July 14, 2007                |
| 10.12(13)‡ |   | Fiscal      Year 2008 Named Executive Officer Bonus Policy and Plan                                                                             |
| 10.13(14)‡ |   | Separation      Agreement and Release by and between Richard J. Marino, Jr. and the      Registrant, dated October 4, 2007                      |
| 10.14(15)‡ |   | 2007      Equity Incentive Plan                                                                                                                 |
| 10.15(16)‡ |   | 2007      Equity Incentive Plan Award Agreements                                                                                                |
| 10.16(17)‡ |   | Separation      Agreement and Release by and between Ali Jenab and the Registrant dated      June 9, 2008                                       |
| 10.17(18)‡ |   | Consulting      Agreement by and between Ali Jenab and the Registrant dated as of June 9,      2008                                             |
| 10.18(19)‡ |   | Offer      Letter dated July 8, 2008 by and between the Registrant and Robert M.      Neumeister, Jr.                                           |
| 10.19‡     |   | Offer      Letter dated June 12, 2006 by and between Patricia S. Morris and the      Registrant                                                 |
| 23.1(20)         |   | Consent      of Stonefield Josephson, Inc., Independent Registered Public Accounting      Firm                                                  |
| 24.1(21)         |   | Power      of Attorney                                                                                                                          |
| 31.1(22)         |   | Certification      of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley      Act of 2002                                    |
| 31.2(23)         |   | Certification      of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley      Act of 2002                                    |
| 31.3             |   | Certification      of Chief Executive Officer Pursuant to Section 302 of The Sarbanes-Oxley      Act of 2002                                    |
| 31.4             |   | Certification      of Chief Financial Officer Pursuant to Section 302 of The Sarbanes-Oxley      Act of 2002                                    |

----

|   | (1)     | Incorporated      by reference to the corresponding exhibit of the Registrant’s form S-1 and      the amendment thereto (Commission registration no.    333-88687).                                             |
|--------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |    |                                                                                                                                                                                                                  |
|   | (2)     | Incorporated      by reference from Exhibit 10.14 of the Registrant’s Annual Report on Form      10-K for the period ended June 28, 2000 filed on October 26, 2000      (Commission file number 000-28369).     |
|   |    |                                                                                                                                                                                                                  |
|   | (3)     | Incorporated      by reference from Exhibit 10.18 of the Registrant’s Quarterly Report on      Form 10-Q for the period ended January 28, 2000 filed on March 13, 2000      (Commission file number 000-28369). |
|   |    |                                                                                                                                                                                                                  |
|   | (4)     | Incorporated      by reference from Exhibit 10.42 of the Registrant’s Annual Report on Form      10-K for the period ended July 31, 2004 filed on October 31, 2005      (Commission file number 000-28369).     |
|   |    |                                                                                                                                                                                                                  |
|   | (5)     | Incorporated      by reference from Exhibit 10.43 of the Registrant’s Annual Report      on Form 10-K for the period ended July 31, 2004 filed on October 31, 2005      (Commission file number 000-28369).     |
|   |    |                                                                                                                                                                                                                  |
|   | (6)     | Incorporated      by reference from Exhibit 2.1 of the Registrant’s Quarterly Report on Form      10-Q for the period ended January 31, 2006 filed on April 10, 2006      (Commission file number 000-28369).   |
|   |    |                                                                                                                                                                                                                  |
|   | (7)     | Incorporated      by reference from Exhibit 2.1 of the Registrant’s Current Report on Form      8-K filed on April 25, 2007.                                                                                    |
|   |    |                                                                                                                                                                                                                  |
|   | (8)     | Incorporated      by reference from Exhibit 10.1 of the Registrant’s Current Report on Form      8-K filed on May 4, 2007.                                                                                      |
|   |    |                                                                                                                                                                                                                  |
|   | (9)     | Incorporated      by reference from Exhibit 3.2 of the Registrant’s Current Report on Form      8-K filed on May 24, 2007.                                                                                      |
|   |    |                                                                                                                                                                                                                  |
|   | (10)    | Incorporated      by reference from Exhibit 3.3 of the Registrant’s Quarterly Report on Form      10-Q for the period ended October 27, 2001 filed on December 7, 2001      (Commission file number 00-28369).  |
|   |    |                                                                                                                                                                                                                  |
|   | (11)    | Incorporated      by reference from Exhibit 3.1 of the Registrant’s Current Report on Form      8-K filed on May 24, 2007.                                                                                      |
|   |    |                                                                                                                                                                                                                  |
|   | (12)    | Incorporated      by reference from Exhibit 10.1 of the Registrant’s Current Report on Form      8-K filed on July 18, 2007.                                                                                    |
|   |    |                                                                                                                                                                                                                  |
|   | (13)    | Incorporated      by reference from Exhibit 10.1 of the Registrant’s Current Report on Form      8-K filed on September 11, 2007.                                                                               |
|   |    |                                                                                                                                                                                                                  |
|   | (14)    | Incorporated      by reference from Exhibit 10.1 of the Registrant’s Current Report on Form      8-K filed on October 4, 2007.                                                                                  |
|   |    |                                                                                                                                                                                                                  |
|   | (15)    | Incorporated      by reference from Appendix A of the Registrant’s Definitive Proxy      Statement on Schedule 14A filed on November 1, 2007 (Commission file      number 000-28369).                           |
|   |    |                                                                                                                                                                                                                  |
|   | (16)    | Incorporated      by reference from Exhibits 10.1 through 10.4 of the Registrant’s Current      Report on Form 8-K filed on December 31, 2007.                                                                  |
|   |    |                                                                                                                                                                                                                  |
|   | (17)    | Incorporated      by reference from Exhibit 10.1 of the Registrant’s Current Report on Form      8-K filed on June 10, 2008.                                                                                    |
|   |    |                                                                                                                                                                                                                  |
|   | (18)    | Incorporated      by reference from Exhibit 10.2 of the Registrant’s Current Report on Form      8-K filed on June 10, 2008.                                                                                    |
|   |    |                                                                                                                                                                                                                  |
|   | (19)    | Incorporated      by reference from Exhibit 10.3 of the Registrant’s Current Report on Form      8-K filed on July 14, 2008.                                                                                    |
|   |    |                                                                                                                                                                                                                  |
|   | (20)    | Previously      filed as Exhibit 23.1 with the Registrant’s Form 10-K for the fiscal      year  ended July 31, 2008 filed on October 14, 2008 (Commission      file number 000-28369)                 |
|   |    |                                                                                                                                                                                                                  |
|   | (21)    | Previously      filed with signature page to the Registrant’s Form 10-K for the fiscal      year  ended July 31, 2008 filed on October 14, 2008 (Commission      file number 000-28369)               |
|   |    |                                                                                                                                                                                                                  |
|   | (22)    | Previously      filed as Exhibit 31.1 with the Registrant’s Form 10-K for the fiscal      year  ended July 31, 2008 filed on October 14, 2008 (Commission      file number 000-28369)                 |
|   |    |                                                                                                                                                                                                                  |
|   | (23)    | Previously      filed as Exhibit 31.2 with the Registrant’s Form 10-K for the fiscal      year  ended July 31, 2008 filed on October 14, 2008 (Commission      file number 000-28369)                 |
|   |    |                                                                                                                                                                                                                  |
|   | ‡ | Denotes      a management contract or compensatory plan or arrangement.                                                                                                                                               |   |

----