SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

SOUTHPEAK INTERACTIVE CORPORATION

(Name of Issuer)

Common Stock, Par Value $0.0001

(Title of Class of Securities)

37946Y104

(CUSIP Number)

June 17, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(d)

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

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

CUSIP No.

37946Y104

1.	NAME OF REPORTING PERSON			Atlas II, LP
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					a o b o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION				New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 3,866,000
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 3,866,000
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON					3,866,000
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* □
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					8.59%
12.	TYPE OF REPORTING PERSON*					PN

CUSIP No.

37946Y104

1.	NAME OF REPORTING PERSON			Patty Shanley
	S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*					a o b o
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION				United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 3,866,000
		6.	SHARED VOTING POWER 0
		7.	SOLE DISPOSITIVE POWER 3,866,000
		8.	SHARED DISPOSITIVE POWER 0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON					3,866,000
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* □
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW					8.59%
12.	TYPE OF REPORTING PERSON*					IN

SCHEDULE 13G

Item 1.	Name and Address of Issuer

	(a)	Southpeak Interactive Corporation

	(b)	2900 Polo Parkway, Suite 200 Midlothian, Virginia 23113

Item 2.	Name, Address and Citizenship of Person Filing; Class of Securities and CUSIP Number

	(a)	This statement is being filed on behalf of Atlas II, L.P., a New York limited partnership ("Atlas II"), and Patty Shanley. Ms. Shanley is the General Partner of Atlas II and consequently may be deemed to be the beneficial owner of its holdings by virtue of controlling the voting and dispositive powers of Atlas II.

	(b)	The business address for Atlas II and Ms. Shanley is: 11470 Stone Corral Place, Gold River, CA 95670

	(c)	Atlas II is a limited partnership formed under the laws of the state of New York. Ms. Shanley is a United States citizen.

	(d)	Common Stock, par value $0.0001

	(e)	37946Y104

Item 3.	If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)	o	Broker or Dealer registered under Section 15 of the Act

(b)	o	Bank as defined in Section 3(a)(6) of the Act

(c)	o	Insurance Company as defined in Section 3(a)(19) of the Act

(d)	o	Investment Company registered under Section 8 of the Investment Company Act

(e)	o	Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940

(f)	o	Employee Benefit Plan or Endowment Fund in accordance with §240.13d-1(b)(1)(ii)(F)

(g)	o	Parent Holding Company or Control Person in accordance with §240.13d-1(b)(ii)(G)

(h)	o	Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)	o	Church Plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(H)

Item 4.	Ownership

	(a)	In connection with restructuring to a limited partnership, the Reporting Persons own 2,369,500 shares of the Issuer’s common stock following conversion of Series A Preferred Stock shares and open market sales transactions, 371,500 Class Z Warrants and 1,125,000 Class Y Warrants. Each Class Z and Class Y Warrant is exercisable into one share of common stock at any time until their respective expiration date. The shares of Series A Preferred Stock were convertible into shares of common stock at any time following their original issuance date, at the option of the holders (reference is made to the conversion provisions set forth in the Certificate of the Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock, filed as Exhibit 3.3 to the current report on Form 8-K filed with the SEC May 15, 2008, and is hereby incorporated by reference). Notwithstanding, the Reporting Persons are deemed to beneficially own 3,866,000 shares of the Issuer’s common stock, which includes such shares of common stock underlying the Class Z and Class Y Warrants, in accordance with and pursuant to Rule 13d-3(d).

	(b)	3,866,000 shares of common stock represents 8.59% ownership of the Issuer’s outstanding common stock shares, determined in accordance with Rule 13d-3(d)(1). The percentage calculation is based upon 41,253,100 outstanding shares of the Issuer’s common stock as of May 14, 2009, as reported in the Issuer’s most recent quarterly report on Form 10-Q, filed with the SEC May 15, 2009.

	(c)	Number of shares as to which the Reporting Persons have:

		(i)	sole power to vote or to direct the vote:	3,866,000
		(ii)	shared power to vote or to direct the vote:	0
		(iii)	sole power to dispose or to direct the disposition of:	3,866,000
		(iv)	shared power to dispose or to direct the disposition of:	0

Item 5.		Ownership of Five Percent or Less of a Class

If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		Not applicable.

Item 7.		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company.

		Not applicable.

Item 8.		Identification and Classification of Members of the Group

		Not applicable.

Item 9.		Notice of Dissolution of Group

		Not applicable.
Item 10.		Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transactions having that purposes or effect.

Signature

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


Date:	June 18, 2009		Atlas II, LP

			/s/ Patty Shanley
			Patty Shanley, General Partner

			/s/ Patty Shanley
			Patty Shanley, individual

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, as amended, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he, she or it knows or has reason to believe that such information is not accurate.

Date: June 18. 2009

Atlas II, LP

/s/ Patty Shanley

Patty Shanley, General Partner

/s/ Patty Shanley

Patty Shanley, individual