FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Sederoff Michael 2. Date of Event Requiring Statement (Month/Day/Year) 02/01/2007 3. Issuer Name and Ticker or Trading Symbol RUBICON FINANCIAL INC [RBCF] (Last) (First) (Middle) 19200 VON KARMAN, SUITE 350 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) COO & CFO 5. If Amendment, Date Original Filed(Month/Day/Year) 02/06/2007 (Street) IRVINE, CA 92612 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock (1) 25,000 (1) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Common Stock earned & accrued on a pro-rata basis (1)	  (1)	  (1)	Common Stock (1)	25,000 (1)	$ (1)	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sederoff Michael 19200 VON KARMAN, SUITE 350 IRVINE, CA 92612	Â	Â	  COO & CFO	Â

Signatures

/s/ Michael Sederoff		02/27/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to Mr. Sederoff's Employment Agreement dated February 1, 2007, Mr. Sederoff received a signing bonus of Fifty Thousand (50,000) shares of Rubicon's restricted common stock to be issued as follows: (a) Twenty-Five Thousand (25,000) shares issued upon execution of the Employment Agreement; and (b) Twenty-Five Thousand (25,000) shares shall be issued over the one-year term of the Agreement on a pro-rata basis. (Approximately 2,083 shares per month)

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