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: September 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.
 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:   N/A
 
  
PART I - REGISTRANT INFORMATION

Rubicon Financial Incorporated
Full Name of Registrant

N/A
Former Name if Applicable

4100 Newport Place, Suite 630
Address of Principal Executive Office (Street & Number)

Newport Beach, CA 92660
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 third quarter ended September 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
(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).
  
 
 
(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 completed the acquisition of Newport Coast Securities, Inc. (formerly Grant Bettingen, Inc.) on June 2, 2008; therefore the third quarter of 2008 only included the period from June 2, 2008 through September 30, 2008 of Newport Coast's operations on a consolidated basis with the Registrant's operations.
  
The Registrant expects to report approximately $3.3 million and approximately $8.7 million in revenues for the three and nine months ended September 30, 2009, respectively, compared to revenues of $2.1 million and $2.9 million for the same periods in 2008. In addition, the Registrant expects to report a net operating loss of approximately $188,000 for the quarter ended September 30, 2009, and approximately $160,000 for the nine-months ended September 30, 2009. This compares to a net loss of $414,817 and $3,067,079, respectively, 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 Newport Coast Securities, Inc. (formerly Grant Bettingen, Inc.) on June 2, 2008; therefore the third quarter of 2008 only included the period from June 2, 2008 through September 30, 2008 of Newport Coast’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 nine months ended September 30, 2009 are not comparable to the same periods of 2008.

Rubicon Financial Incorporated
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
       
Date: November 16, 2009 
By:
/s/ Joseph Mangiapane, Jr.  
    Joseph Mangiapane, Jr., Chief Executive Officer  
 
                                       
ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (See 18 U.S.C.1001).