As Of                Filer                Filing    For·On·As Docs:Size              Issuer

 1/07/11  Red Oak Partners, LLC             SC 13D/A               2:87K  Banks.com, Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML     41K 
                          Ownership                                              
 2: EX-99.A     Miscellaneous Exhibit                               HTML     11K 

CUSIP No. 066470105

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Banks.com., Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value

(Title of Class of Securities)

066470105

(CUSIP Number)

RED OAK PARTNERS, LLC

Attn: David Sandberg

654 Broadway, Suite 5

New York, NY 10012

(212) 614-8952

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

                                      December 10, 2010                                    

(Date of Event which Requires Filing of this Statement)

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

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

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

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

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1 The aggregate percentage of the Company’s outstanding shares of Common Stock reported owned by each Reporting Person is based on the 25,698,478 shares of Common Stock outstanding at October 31, 2010, as reported directly by the Company on its 10-Q for the quarter ended September 30, 2010.

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Item 5.  Interest in Securities of the Issuer.

(a)

The aggregate percentage of the Company’s outstanding shares of Common Stock reported owned by each Reporting Person is based on the 25,698,478 shares of Common Stock outstanding as of October 31, 2010, as reported directly by the Company on its 10-Q for the quarter ended September 30, 2010. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.

Red Oak Partners beneficially owns 2,565,487 shares of Common Stock, representing 9.98% of all the outstanding shares of Common Stock.  The Funds are each controlled by Red Oak Partners.  Therefore, Red Oak Partners may be deemed to beneficially own (i) the 2,439,057 shares of Common Stock held by Red Oak Fund, and (ii) the 126,430 shares of Common Stock held by Pinnacle Fund.  

Mr. Sandberg beneficially owns 2,565,487 shares of Common Stock, representing 9.98% of all the outstanding shares of Common Stock.  Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the 2,565,487 shares of Common Stock beneficially owned by Red Oak Partners through the Funds.

Red Oak Fund may be deemed to beneficially own 2,439,057 shares of Common Stock, representing 9.49% of all the outstanding shares of Common Stock.  Pinnacle Fund may be deemed to beneficially own 126,430 shares of Common Stock, representing 0.49% of all the outstanding shares of Common Stock.

(b)

Each of Red Oak Partners and Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 2,439,057 shares of Common Stock held by Red Oak Fund, and (ii) the 126,430 shares of Common Stock held by Pinnacle Fund.  No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns.

(c)

On Amendment No. 1 to Schedule 13-D, filed by the Reporting Persons with the SEC on November 17, 2010, the Reporting Persons listed all of the transactions in shares of Common Stock of the Issuer by the Reporting Persons for the sixty days prior to the date of such Amendment No. 1.  Since the date of Amendment No. 1, the Reporting Persons have effected the following transactions in shares of Common Stock, of the Issuer:

See Exhibit A.

(d)

Not applicable.

(e)

Not applicable.

Item 7.  Material to be Filed as Exhibits.

Exhibit A: Transactions with respect to the Company’s Common Stock

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SIGNATURE

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

Dated: January 7, 2011

By:	/s/ David Sandberg
Name: David Sandberg

RED OAK PARTNERS, LLC
By:	/s/ David Sandberg
Name: David Sandberg
Title: Managing Member

THE RED OAK FUND, L.P.
By: RED OAK PARTNERS, LLC, its general partner
By:	/s/ David Sandberg
Name:	David Sandberg
Title:	Managing Member

PINNACLE PARTNERS, LLP
By: RED OAK PARTNERS, LLC, its general partner
By:	/s/ David Sandberg
Name:	David Sandberg
Title:	Managing Member

PINNACLE FUND, LLLP
By: RED OAK PARTNERS, LLC, its general partner
By:	/s/ David Sandberg
Name:	David Sandberg
Title:	Managing Member

Footnotes

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