UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER: 000-29315
CUSIP NUMBER: 788112N100
NOTIFICATION OF LATE FILING
(Check One)
|_| Form 10-K |_| Form 20-F |_| Form 11-K
|X| Form 10-Q |_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 2009
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: N/A
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: N/A
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PART I - REGISTRANT INFORMATION
Rubicon Financial Incorporated
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Full Name of Registrant
N/A
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Former Name if Applicable
4100 Newport Place, Suite 600
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Address of Principal Executive Office (Street & Number)
Newport Beach, CA 92660
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report or transition report on Form 10-Q or subject
distribution report on Form 10-D, or portion thereof, will be filed on
or before the fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
The Registrant is unable to file its quarterly report on Form 10-Q
within the prescribed time period because the Registrant is awaiting final
review of its financial statements from its independent auditor for the relevant
quarter. The Registrant currently expects to file its Form 10-Q for the second
quarter ended June 30, 2009 on or before the fifth calendar day following the
prescribed due date for the filing of the Registrant's Form 10-Q.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Joseph Mangiapane, Jr. (949) 798-7220
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months or
for such shorter period that the registrant was required to file such
report(s) been filed? |X|Yes |_|No
If answer is no, identify report(s).
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earning statements to be included in the subject
report or portion thereof? |X|Yes |_|No
The Registrant expects to report approximately $3.1 million and
approximately $5.4 million in revenues for the three and six months ended June
30, 2009, respectively, compared to revenues of $704,283 and $799,503 for the
same periods in 2008. However, these results of operations are still under
review and subject to change. The Registrant completed the acquisition of Grant
Bettingen, Inc. on June 2, 2008; therefore the second quarter of 2008 only
included 28 days of Grant Bettingen's operations on a consolidated basis with
the Registrant's operations. This acquisition has had a substantial impact on
the Registrant's revenues and overall operations. As such, its results of
operations for the three and six months ended June 30, 2009 are not comparable
to the same periods of 2008.
Rubicon Financial Incorporated
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 2009 By: /s/ Joseph Mangiapane, Jr.
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Joseph Mangiapane, Jr., Chief Executive Officer
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ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (See 18 U.S.C.1001).
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