AMENDMENT #2 TO SCHEDULE 13G
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Cape Fear Bank Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
139380109
(CUSIP Number)
December 31, 2006
(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)

     þ 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).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 

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CUSIP No.
  
139380109
  

 

           
1   NAMES OF REPORTING PERSONS:
River Oaks Capital LLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Minnesota
       
  5   SOLE VOTING POWER:
     
NUMBER OF   328,779
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   328,779
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
     
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  328,779
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  9.17%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IA

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Item 1
Item 2
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a
Item 4. Ownership
Item 5. Ownership of Five Percent or Less of a Class
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Item 8. Identification and Classification of Members of the Group
Item 9. Notice of Dissolution of Group
Item 10. Certification
SIGNATURE

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Item 1.
     (a) Name of Issuer
          Cape Fear Bank Corporation
     (b) Address of Issuer’s Principal Executive Offices
          1117 Military Cutoff Road
          Wilmington, North Carolina 28405
Item 2.
     (a) Name of Person Filing
          River Oaks Capital LLC (the “Company”)
     (b) Address of Principal Business Office or, if none, Residence
          1905 East Wayzata Blvd., Suite 140
          Wayzata, MN 55391
     (c) Citizenship
          The Company is organized in Minnesota
     (d) Title of Class of Securities
          Common Stock
     (e) CUSIP Number
          139380109
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), 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 of 1940.
     (e)   o   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
     (f)   o   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
     (g)  o   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
     (h)  o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.
     (j)   o   Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
     (a) Amount Beneficially Owned
          328,779 shares of Common Stock
     (b) Percent of Class
          9.17%

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     (c) Number of shares as to which such person has:
          (i) Sole power to vote or to direct the vote
     328,779
          (ii) Shared power to vote or to direct the vote
      0
          (iii) Sole power to dispose or to direct the disposition of
     328,779
          (iv) Shared power to dispose or to direct the disposition of
      0
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).
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.
     Not Applicable
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
     The Company manages River Oaks Financial Fund LP which holds 9.17% of the class of securities referred to above.
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
     Not Applicable
Item 8. Identification and Classification of Members of the Group
     See Item 2
Item 9. Notice of Dissolution of Group
     Not Applicable
Item 10. Certification

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     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 transaction having that purpose 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.
     
 
  February 8, 2007
 
   
 
   /s/ Matthew L. Johnson
 
   
 
  Signature
 
  Matthew L. Johnson, Principal
 
   
 
  Name/Title
     The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.
     Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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