UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 FORM
10-Q
 
 x           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For the
quarterly period ended March 31,
2009
 
  ̈         TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 Commission
file number 000-29315
 
 RUBICON
      FINANCIAL INCORPORATED(Exact
      name of registrant as specified in its
charter)
 Delaware
              13-3349556(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)
  4100
      Newport PlaceSuite
      600Newport
      Beach, California 92660(Address
      of principal executive
offices)
 
 (949) 798-7220(Registrant’s
      telephone number, including area
code)
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by 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 reports), and (2) has been subject to such filing requirements for
the past 90
days.
 Yes x       No
 ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer ̈
              
              Accelerated filer ̈Non-accelerated
      filer ̈
              (Do
      not check if a smaller reporting company)
              Smaller reporting companyx
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).
 Yes   ̈      No
x
 
 The
number of shares of Common Stock, $0.001 par value, outstanding on May 15, 2009,
was 12,596,563, which includes 619,790 shares authorized but
unissued.
  
  PART
I – FINANCIAL INFORMATION
 Item
1. Financial Statements
 Rubicon
Financial Incorporated
 Condensed
Consolidated Balance Sheets
 
 
 March
      31,
                                        
                                        
                                        December
      31,2009
                                        
                                        
                                        2008Assets
                                        
                                        (Unaudited)
                                        
                                        
                                        AuditedCurrent
      assets:Cash
                                        
                                        $
                                        246,669
                                        
                                        
                                        $
                                        212,657Cash
      – restricted
                                        
                                        
                                        211,691
                                        
                                        
                                        
                                        201,571Marketable
      securities
                                        
                                        
                                        513,957
                                        
                                        
                                        
                                        530,380Accounts
      receivable
                                        
                                        
                                        508,515
                                        
                                        
                                        
                                        481,523Prepaid
      expenses
                                        
                                        
                                        25,472
                                        
                                        
                                        
                                        41,311Notes
      receivable
                                        
                                        
                                        124,202
                                        
                                        
                                        
                                        124,202Interest
      receivable
                                        
                                        
                                        6,769
                                        
                                        
                                        
                                        4,906Total
      current assets
                                        
                                        
                                        1,637,275
                                        
                                        
                                        
                                        1,596,550Fixed
      assets, net of accumulated depreciation of$147,386
      and $134,565, respectively
                                        
                                        
                                        128,970
                                        
                                        
                                        
                                        136,159Other
      assets:Contract
      advances
                                        
                                        
                                        246,384
                                        
                                        
                                        
                                        277,197Deposits
                                        
                                        
                                        27,554
                                        
                                        
                                        
                                        38,554Intangible
      assets – customer list
                                        
                                        
                                        2,439,671
                                        
                                        
                                        
                                        2,439,671Total
      other assets
                                        
                                        
                                        2,713,609
                                        
                                        
                                        
                                        2,755,422Total
      assets
                                        
                                        $
                                        4,479,854
                                        
                                        
                                        $
                                        4,488,131Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable
                                        
                                        $
                                        319,720
                                        
                                        
                                        $
                                        242,335Accrued
      expenses
                                        
                                        
                                        572,253
                                        
                                        
                                        
                                        583,437Investment
      obligation
                                        
                                        
                                        487,000
                                        
                                        
                                        
                                        487,000Deferred
      revenue
                                        
                                        
                                        138,171
                                        
                                        
                                        
                                        147,367Capital
      lease obligation
                                        
                                        
                                        9,334
                                        
                                        
                                        
                                        12,223Line
      of credit
                                        
                                        
                                        48,000
                                        
                                        
                                        
                                        -Notes
      payable – related party
                                        
                                        
                                        4,500
                                        
                                        
                                        
                                        4,500Total
      current liabilities
                                        
                                        
                                        1,578,978
                                        
                                        
                                        
                                        1,476,862Stockholders’
      equityPreferred
      stock, $0.001 par value, 9,000,000 sharesauthorized,
      no shares issued and outstandingas
      of March 31, 2009 and December 31, 2008, respectively
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Preferred
      series “A”, $0.001 par value, 1,000,000 sharesauthorized,
      62,500 shares issued and outstandingas
      of March 31, 2009 and December 31, 2008, respectively
                                        
                                        
                                        63
                                        
                                        
                                        
                                        63Common
      stock, $0.001 par value, 50,000,000 sharesauthorized,
      11,976,773 and 11,976,773 shares issuedand
      outstanding as of March 31, 2009 andDecember
      31, 2008, respectively
                                        
                                        
                                        11,977
                                        
                                        
                                        
                                        11,977Common
      stock owed but not issued, 619,790 and 499,790as
      of March 31, 2009 and December 31, 2008, respectively
                                        
                                        
                                        619
                                        
                                        
                                        
                                        498Additional
      paid in capital
                                        
                                        
                                        18,098,589
                                        
                                        
                                        
                                        17,971,575Unamortized
      shares and options issued for services
                                        
                                        
                                        (334,831
                                        )
                                        
                                        
                                        (433,108
                                        )Other
      comprehensive losses
                                        
                                        
                                        (814,292
                                        )
                                        
                                        
                                        (611,861
                                        )Accumulated
      (deficit)
                                        
                                        
                                        (14,061,249
                                        )
                                        
                                        
                                        (13,927,875
                                        )Total
      stockholders’ equity
                                        
                                        
                                        2,900,876
                                        
                                        
                                        
                                        3,011,269Total
      liabilities and stockholders’ equity
                                        
                                        $
                                        4,479,854
                                        
                                        
                                        $
                                        4,488,131
  The
accompanying notes are an integral part of the condensed consolidated financial
statements.
  1
  Rubicon
Financial Incorporated
 Condensed
Consolidated Statements of Operations
 (Unaudited)
 
 For
      the Three Months EndedMarch
      31,2009
                          
                          
                          2008Revenue
                          
                          $
                          2,321,765
                          
                          
                          $
                          95,220Expenses:Direct
      costs
                          
                          
                          1,792,180
                          
                          
                          
                          13,950Consulting
                          
                          
                          -
                          
                          
                          
                          49,710Professional
      fees
                          
                          
                          87,331
                          
                          
                          
                          115,934Executive
      compensation
                          
                          
                          252,402
                          
                          
                          
                          442,929General
      and administrative expenses
                          
                          
                          328,155
                          
                          
                          
                          325,985Depreciation
                          
                          
                          12,821
                          
                          
                          
                          6,830Total
      operating expenses
                          
                          
                          2,472,889
                          
                          
                          
                          955,338Net
      operating (loss)
                          
                          
                          (151,124
                          )
                          
                          
                          (860,118
                          )Other
      income (expense):Interest
      expense
                          
                          
                          (4,122
                          )
                          
                          
                          (1,530
                          )Interest
      expense – related party
                          
                          
                          -
                          
                          
                          
                          (3,900
                          )Interest
      income
                          
                          
                          7,093
                          
                          
                          
                          13,195Other
      income
                          
                          
                          14,779
                          
                          
                          
                          -Minority
      interest (loss)
                          
                          
                          -
                          
                          
                          
                          (59,923
                          )Total
      other income (expense)
                          
                          
                          17,750
                          
                          
                          
                          (52,158
                          )Net
      (loss)
                          
                          
                          (133,374
                          )
                          
                          
                          (912,276
                          )Other
      comprehensive (loss)
                          
                          
                          -
                          
                          
                          
                          (315,000
                          )Total
      comprehensive (loss)
                          
                          $
                          (133,374
                          )
                          
                          $
                          (1,227,276
                          )Weighted
      average number of common sharesOutstanding
      – basic and fully diluted
                          
                          
                          12,056,324
                          
                          
                          
                          11,323,253Net
      (loss) per share – basic and fully diluted
                          
                          $
                          (0.01
                          )
                          
                          $
                          (0.11
                          )
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  2
 
 Rubicon
Financial Incorporated
 Condensed
Consolidated Statements of Cash Flows
 (Unaudited)
 
 For
      the Three Months EndedMarch
      31,2009
                  
                  
                  2008Cash
      flows from operating activities
                  
                  $
                  (133,374
                  )
                  
                  $
                  (912,276
                  )Adjustments
      to reconcile net (loss) to net cash (used) in operating
      activities:Depreciation
                  
                  
                  12,821
                  
                  
                  
                  6,830Minority
      interest losses
                  
                  
                  -
                  
                  
                  
                  59,923Amortization
      of prepaid share-based compensation
                  
                  
                  108,277
                  
                  
                  
                  348,100Shares
      and options issued for services
                  
                  
                  20,000
                  
                  
                  
                  10,000Changes
      in operating assets and liabilitiesAccounts
      receivable
                  
                  
                  (26,992
                  )
                  
                  
                  (208,770
                  )Prepaid
      expenses
                  
                  
                  15,839
                  
                  
                  
                  8,024Interest
      receivable
                  
                  
                  (1,863
                  )
                  
                  
                  (976
                  )Deposits
      and other assets
                  
                  
                  41,813
                  
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  
                  66,201
                  
                  
                  
                  22,293Investment
      obligation
                  
                  
                  -
                  
                  
                  
                  (16,500
                  )Deferred
      revenue
                  
                  
                  (9,196
                  )
                  
                  
                  16,984Interest
      payable – related party
                  
                  
                  -
                  
                  
                  
                  3,901Net
      cash (used) by operating activities
                  
                  
                  93,526
                  
                  
                  
                  (662,467
                  )Cash
      flows from investing activitiesPurchase
      of fixed assets
                  
                  
                  (5,632
                  )
                  
                  
                  (52,515
                  )Purchase
      of investments and securities
                  
                  
                  (88,873
                  )
                  
                  
                  (400,000
                  )Net
      cash (used) in investing activities
                  
                  
                  (94,505
                  )
                  
                  
                  (452,515
                  )Cash
      flows from financing activitiesProceeds
      from line of credit
                  
                  
                  48,000
                  
                  
                  
                  -Payments
      on capital leases
                  
                  
                  (2,889
                  )
                  
                  
                  -Sale
      of common stock
                  
                  
                  -
                  
                  
                  
                  170,000Net
      cash provided by financing activities
                  
                  
                  45,111
                  
                  
                  
                  170,000Net
      (decrease) in cash
                  
                  
                  44,132
                  
                  
                  
                  (944,981
                  )Cash
      – beginning
                  
                  
                  414,228
                  
                  
                  
                  1,892,541Cash
      – ending
                  
                  $
                  458,360
                  
                  
                  $
                  947,560Supplemental
      disclosureInterest
      paid
                  
                  $
                  4,122
                  
                  
                  $
                  1,530Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -Shares
      and options issued for services
                  
                  $
                  20,000
                  
                  
                  $
                  10,000
 
 The
accompanying notes are an integral part of the condensed consolidated financial
statements.
  3
  RUBICON
FINANCIAL INCORPORATED
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 NOTE 1- Basis of
Presentation
 
 The
unaudited condensed consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and reflect
all adjustments which, in the opinion of management, are necessary for a fair
presentation.  All such adjustments are of a normal recurring
nature.  The results of operations for the interim period are not
necessarily indicative of the results to be expected for a full
year.  Certain amounts in the prior year statements have been
reclassified to conform to the current year presentations.  The
statements should be read in conjunction with the financial statements and
footnotes thereto included in our audit for the year ended December 31,
2008.
 
 NOTE 2 – Going
concern
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred a net loss of
$133,374 for the period ended March 31, 2009.
 
 These
conditions give rise to doubt about the Company’s ability to continue as a going
concern. These financial statements do not include adjustments relating to the
recoverability and classification of reported asset amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company’s continuation as a going
concern is dependent upon its ability to obtain additional financing or sale of
its common stock as may be required and ultimately to attain
profitability.
 
 NOTE 3 – Restricted
Cash
 The
Company’s wholly owned subsidiary, GBI, has entered into securities clearing
agreements with Penson Financial Services, Inc. and Wedbush, Morgan Securities,
Inc. Pursuant to these agreements, the Company is required to maintain a deposit
account with each respective clearing firm in amounts determined based on the
Company’s transaction volume. As of March 31, 2009, the Company maintained
deposits of $150,405 and $61,286, respectively.
 
 NOTE 4 - Marketable
securities
 Investments
in marketable securities primarily include shares of common stock in various
companies and as available-for-sale and carried at fair market value, with the
unrealized gains and losses, included in the determination of comprehensive
income and reported in shareholders’ equity. On November 27, 2007, Rubicon
entered into a Share Purchase Agreement with American International Industries,
Inc. (“AMIN”), whereby Rubicon agreed to issue 1,000,000 shares of its common
stock in exchange for 200,000 shares of AMIN and $1,000,000 in cash. Rubicon
recorded marketable securities of $1,000,000, representing the fair market value
of AMIN’s common stock ($5 per share) on the date of agreement. On August 8,
2008 AMIN issued a stock dividend equal to 40,000 shares of their common stock.
The fair value of the dividend was $121,200. On April 4, 2009, Rubicon
transferred its AMIN holdings to its subsidiary, GBI as an intercompany
transaction. In addition to the AMIN securities, GBI holds various other
securities as available-for-sale. On March 31, 2009, management evaluated the
fair value of all securities held as available-for-sale and recorded
consolidated other comprehensive losses totaling $202,431.
  4
  NOTE 5 – Notes
receivable
 On April
18, 2008, Rubicon amended its $20,000 note receivable with its RREM subsidiary,
whereby Joel Newman, the former President of RREM accepted full liability for
the principal balance of $20,000. The amended terms require interest to accrue
at a rate of 6% per annum and mature on April 18, 2009. The outstanding
principal balance as of March 31, 2009 was $19,202. In addition, Mr. Newman owes
$5,000 in the form of a demand note, which accrues interest at a rate of 6% per
annum. As of March 31, 2009, Mr. Newman’s principal balances totaled $24,202
with accrued interest receivable of $ owed was $5,000 and accrued interest
receivable was $1,769.
 
 On June
3, 2008, Rubicon issued a note receivable in the amount of $100,000 to Marc
Riviello pursuant to the “Stock Repurchase and Settlement Agreement”. The note
accrues interest at a rate of 6% per annum and is due June 1, 2009. As of March
31, 2009 the principal balance was $100,000 and accrued interest receivable
totaled $5,000.
 
 NOTE 6 – Related Party
Transactions
 On
February 5, 2009, the Company entered into a short-term consulting agreement
with Bootstrap Real Estate Investments, LLC, a company controlled by Mr. Todd
Vande Hei, a director, executive officer and current shareholder. Pursuant to
the agreement, the Company authorized the issuance of 120,000 shares of
restricted common stock for services valued at $30,000, or $0.25 per share. As
of the date of this filing, the shares are unissued.
 
 NOTE 7 – Notes
payable
 A summary
of short-term debt consists of the following:
 
 March 31,
                                  2009
                                
                                
                                December 31,
                                  2008Demand
      note payable to an officer and shareholder for $4,500, unsecured,
      non-interest bearing and due on demand
                                
                                $
                                4,500
                                
                                
                                $
                                4,500Capital
      lease obligation, maturing October 2009
                                
                                
                                9,334
                                
                                
                                
                                12,223Line
      of credit, secured by cash deposit, interest rate of 2.25%
                                
                                
                                48,000
                                
                                
                                
                                -0-$
                                61,834
                                
                                
                                $
                                16,723
  Interest
expense for the three months ended March 31, 2009 and 2008 was $4,122 and $1,530
respectively.
  5
 
 NOTE 8 – Stockholders’
equity
 The
Company is authorized toissue 50,000,000 shares
of Common Stock, $0.001 par value per share. Holders of shares of Common Stock
are entitled to one vote for each share on all matters to be voted on by the
stockholders, are without cumulative voting rights, and are entitled to share
ratably in dividends. In the event of a liquidation, dissolution, or winding up
of the Company, the holders of shares of Common Stock are entitled to share pro
rata all assets remaining after payment in full of all liabilities. Holders of
Common Stock have no preemptive rights to purchase the Company’s Common Stock.
There are no conversion rights or redemption or sinking fund provisions with
respect to the common stock.
 
 The
Company is authorized to issued 10,000,000 shares of Preferred Stock of which,
1,000,000 shares have been designated as Series “A”. Holders’ of the Series “A”
preferred stock shall not have any voting rights, except in the case of voting
on a change in the preferences of shares. In the event of any liquidation,
dissolution, or winding up of the Company, the holders of shares shall be
entitled to receive, prior and in preference to any distribution of any of the
assets of this Company an amount per share equal to the sum of $2.00 for each
outstanding share and an amount equal to 12% of the original series A issue
price for each 12 months that has passed since the date of issuance of any
shares. In addition, each share shall be convertible into shares of the
Company’s common stock at a price per share of $0.50 at the option of the holder
at any time following the date of issuance.
 
 2009
 On
February 5, 2009, the Company entered into a short-term consulting agreement
with Bootstrap Real Estate Investments, LLC, a company controlled by Mr. Todd
Vande Hei, a director and current shareholder. Pursuant to the agreement, the
Company authorized the issuance of 120,000 shares of restricted common stock for
services valued at $30,000, or $0.25 per share. The Company recorded an expense
to executive compensation of $20,000 and $10,000 as unamortized shares issued
for services. As of the date of this filing, the shares are
unissued.
 
 NOTE 9 – Warrants and
options
 A summary
of stock options and warrants as of March 31, 2009 is as follows:
 Options
                      
                      
                      Weighted
                        Average
                        Exercise
                        Price
                      
                      
                      Warrants
                      
                      
                      Weighted
                        Average
                        Exercise
                        PriceOutstanding
      as of 01/01/08:
                      
                      
                      1,500,000
                      
                      
                      $
                      1.79
                      
                      
                      
                      100,000
                      
                      
                      $
                      3.00Granted
                      
                      
                      500,000
                      
                      
                      
                      1.00Cancelled
                      
                      
                      (200,000
                      )
                      
                      
                      1.00Exercised
                      
                      
                      -Outstanding
      as of 01/01/09:
                      
                      
                      1,800,000
                      
                      
                      $
                      1.66
                      
                      
                      
                      100,000
                      
                      
                      $
                      3.00Granted
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Cancelled
                      
                      
                      (500,000
                      )
                      
                      
                      2.50
                      
                      
                      
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -Outstanding
      as of 03/31/09:
                      
                      
                      1,300,000
                      
                      
                      $
                      1.33
                      
                      
                      
                      100,000
                      
                      
                      $
                      3.00Vested
      as of 03/31/09:
                      
                      
                      1,000,000
                      
                      
                      $
                      1.00
                      
                      
                      
                      100,000
                      
                      
                      $
                      3.00
  6
  NOTE 10 – Operating
Segments
 Rubicon’s
operating segments are evidence of its internal organization. The major segments
are defined by the type of financial services offered. Each segment operates in
a distinct industry: brokerage services (GBI), mortgage and real estate services
(RREM) and personal and commercial insurance services (RREM). DAC is currently
inactive and not considered an operating segment of Rubicon. Where applicable,
“Corporate” represents items necessary to reconcile to the consolidated
financial statements, which generally include corporate activity and
eliminations.
 
 Net
revenues as shown below represent commissions earned for each segment.
Intercompany revenues have been eliminated and are immaterial for separate
disclosure. Rubicon evaluates performance of individual operating segments based
on pre-tax income (loss). On a consolidated basis, this amount represents total
comprehensive loss as shown in the unaudited condensed consolidated statement of
operations. Reconciling items represent corporate costs that are not allocated
to the operating segments including; stock-based compensation expense and
intercompany eliminations.
 
 The Three Months EndedMarch 31,2009
                    
                    
                    2008Net
      RevenueInsurance
      services
                    
                    $
                    149,747
                    
                    
                    $
                    70,052Mortgage
      services
                    
                    
                    -
                    
                    
                    
                    25,168Brokerage
      services(1)
                    
                    
                    2,172,018
                    
                    
                    
                    -2,321,765
                    
                    
                    
                    95,220Operating
      expensesInsurance
      services
                    
                    
                    141,732
                    
                    
                    
                    104,850Mortgage
      services
                    
                    
                    1,020
                    
                    
                    
                    107,551Brokerage
      services(1)
                    
                    
                    2,014,351
                    
                    
                    
                    -Corporate
                    
                    
                    315,786
                    
                    
                    
                    742,9362,472,889
                    
                    
                    
                    955,337Net
      operating (loss)
                    
                    $
                    (151,124
                    )
                    
                    $
                    (860,117
                    )
 
 (1)
              The
      GBI acquisition was not consummated until June 2,
  2008.
 
 NOTE 11 – Net capital
requirement
 
 The
Company’s wholly owned subsidiary, GBI, is subject to the Securities and
Exchange Commission Uniform Net Capital Rule (SEC Rule 15c3-1), which requires
the maintenance of minimum net capital, as defined, equal to the greater of
$100,000 or 6 2/3% of aggregate debt balances, as defined in the SEC’s Reserve
Requirement Rule (Rule 15c3-3). At March 31, 2009, GBI had net capital of
$287,364 and was $187,364 in excess of its required net capital of
$100,000.
  7
 
 FORWARD-LOOKING
STATEMENTS
 
 This
document contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact are “forward-looking statements” for purposes of federal and
state securities laws, including, but not limited to, any projections of
earnings, revenue or other financial items; any statements of the plans,
strategies and objections of management for future operations; any statements
concerning proposed new services or developments; any statements regarding
future economic conditions or performance; any statements or belief; and any
statements of assumptions underlying any of the foregoing.
 
 Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar words. These
forward-looking statements present our estimates and assumptions only as of the
date of this report. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the dates on
which they are made. We do not undertake to update forward-looking statements to
reflect the impact of circumstances or events that arise after the dates they
are made. You should, however, consult further disclosures we make in this
Quarterly Report on Form 10-Q, Annual Report on Form 10-K and Current Reports on
Form 8-K.
 
 Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:
 
 ·
              deterioration
      in general or regional (especially Southern California) economic, market
      and political conditions;
 ·
              our
      ability to successfully compete in the financial services
      industry;
 ·
              actions
      and initiatives taken by both current and potential
      competitors;
 ·
              inability
      to raise additional financing for working
  capital;
 ·
              inability
      to locate potential mergers and acquisitions within the financial services
      industry and integrate acquired companies into our
      organization;
 ·
              deterioration
      in the financial services markets, lending markets and the real estate
      markets in general as a result of the delinquencies in the “subprime”
      mortgage markets;
 ·
              the
      level of volatility of interest rates as well as the shape of the yield
      curve;
 ·
              the
      fact that our accounting policies and methods are fundamental to how we
      report our financial condition and results of operations, and they may
      require management to make estimates about matters that are inherently
      uncertain;
 ·
              adverse
      state or federal legislation or regulation that increases the costs of
      compliance, or adverse findings by a regulator with respect to existing
      operations;
 ·
              changes
      in U.S. GAAP or in the legal, regulatory and legislative environments in
      the markets in which we operate;
 ·
              inability
      to efficiently manage our
operations;
 ·
              inability
      to achieve future operating
results;
  8
  ·
              the
      unavailability of funds for capital
  expenditures;
 ·
              our
      ability to recruit and hire key
employees;
 ·
              the
      inability of management to effectively implement our strategies and
      business plans; and
 ·
              the
      other risks and uncertainties detailed in this
  report.
 
 For a
detailed description of these and other factors that could cause actual results
to differ materially from those expressed in any forward-looking statement,
please see “Risk Factors” in this document and in our Annual Report on Form 10-K
for the year ended December 31, 2008.
 
 In this
form 10-Q references to “Rubicon”, “the Company”, “we,” “us,” and “our” refer to
Rubicon Financial Incorporated and its wholly owned operating subsidiaries,
Grant Bettingen, Inc. Rubicon Financial Insurance Services, Inc., Rubicon Real
Estate and Mortgages, Inc. and Dial-A-Cup, Inc.
 
 Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 
 Overview
of Current Operations
 
 The
Company
 
 Rubicon Financial Incorporated,
together with its wholly owned subsidiaries, provides a wide variety of products
and services to a diversified group of clients and customers, which include both
corporations and individuals. Our business includes security underwriting and
distribution; financial advisory services, including advice on mergers and
acquisitions, restructurings, real estate and project financing; sales, trading,
financing and market making activities in equity securities, related products
and fixed income securities. We provide brokerage and investment advisory
services covering various investment alternatives; financial and wealth
planning; annuity and insurance products; and real estate investments and
services. Rubicon, as the Parent, is continually focusing its efforts towards
the integration of our existing platforms while simultaneously seeking future
acquisitions in an effort to further augment a tailored financial service
experience for our clientele as well as expanding the diversity of financial
products available to meet their individual needs.
 
 Overview of Financial
Services
 
 Economic
Conditions
 
 Our
revenues are derived primarily from managed investment portfolios with the
majority of our assets under management being located within the United States.
Our revenues depend largely on the total value and composition of assets under
our management. Accordingly, fluctuations in financial markets and in the
composition of assets affect our revenues and results of operations. The
significant downturn in the financial and real estate markets during 2008, and
the first quarter of 2009, has had a material effect on investor returns and
real property values. Though we have not experienced significant declines in our
brokerage or insurance services, the impact to our real estate services has been
considerable. In response, we have implemented measures to reduce overall
operating costs through the reduction of staff and administrative expenses.
Although we have not made any fundamental changes to our business model like
many other financial service companies, as part of our long term growth
strategy, we continually evaluate our existing portfolio of businesses as well
as new business opportunities to ensure we are investing in those businesses
with the largest growth potential. In response to the current market conditions,
we have redirected a portion of the resources previously allocated to the
development of our real estate and mortgage division until such time there is
sufficient recognition of recovery.
  9
 
 Recent
Developments
 
 In March of 2009, we executed a
non-binding letter of intent to acquire 100% of 1000 BARS, Inc., a private
Nevada corporation focused on the preservation of the long-term value of assets
through buying and selling strategies of physical precious
metals, specializing in 1000 oz bars of silver. 1000 BARS
has also developed commodity market strategies for the owners
of physical bars of silver.
 
 Results
of Operations
 
 The
following tables summarize selected items from the statement of operations for
the three months ended March 31, 2009 and 2008.
 
 Revenue:
 
 Three Months EndedMarch 31,
                  
                  Increase/(Decrease)2009
                  
                  2008
                  
                  $
                  
                  
                  
                  %ConsolidatedRevenue
                  
                  $
                  2,321,765
                  
                  
                  $
                  95,220
                  
                  
                  $
                  2,226,545
                  
                  
                  
                  234
                  %Operating
      expenses
                  
                  
                  2,472,889
                  
                  
                  
                  955,338
                  
                  
                  
                  1,517,551
                  
                  
                  
                  159
                  %Net
      operating (loss)
                  
                  $
                  (151,124
                  )
                  
                  $
                  (860,118
                  )
                  
                  $
                  708,994
                  
                  
                  
                  83
                  %
 
 Our consolidated revenues increased by
$2.2 million over the same period in the previous year. The increase is directly
attributable to the consummation of our acquisition of GBI in June of 2008. GBI
produced 94% of total revenue for the period ended March 31, 2009.
 
 Revenue by
Segment
 
 Three Months EndedMarch 31,
                  
                  Increase/(Decrease)2009
                  
                  2008
                  
                  $
                  
                  
                  
                  %RevenueInsurance
      services
                  
                  $
                  149,747
                  
                  
                  $
                  70,052
                  
                  
                  $
                  79,695
                  
                  
                  
                  114
                  %Mortgage
      services
                  
                  
                  -
                  
                  
                  
                  25,168
                  
                  
                  
                  (25,168
                  )
                  
                  
                  -Brokerage
      services
                  
                  
                  2,172,018
                  
                  
                  
                  -
                  
                  
                  
                  2,172,018
                  
                  
                  
                  -Total
      revenue
                  
                  $
                  2,321,765
                  
                  
                  $
                  95,220
                  
                  
                  $
                  2,226,545
                  
                  
                  
                  234
                  %
  10
  Insurance Services: RFIS has
experience stable growth year over year since its acquisition in 2007. As
management continues to develop its reputation and expertise in the market
place, we anticipate experiencing continued future growth. With the integration
of our financial service platforms, our cross marketing efforts have created new
business opportunities for life and annuity products within the insurance
division while also introducing a new base of clientele to our brokerage and
real estate divisions.
 
 Real Estate and Mortgage
Services: During the first quarter of 2009, we continued to experience
the economic decline felt throughout 2008 and were unable to generated revenues
through our real estate and mortgage service platform. Despite the current
market conditions, we do not radically modify our existing business model but
rather, we have prudently allocated our available resources towards more
economically rewarding activities. It is our intension to continue to seek
opportunities within this market and anticipate recognition of these efforts
during mid-third quarter.
 
 Brokerage Services: The
acquisition of GBI was completed on June 2, 2008 and accordingly we have not
completed a full year of consolidated operations for comparison. GBI represents
our cornerstone of services and has contributed approximately 94% of our total
revenue for the three months ended March 31, 2009. As our premier financial
platform, it is our intention to strategically develop the existing business
through increases in registered representatives, locations and product and
service diversity.
 
 Selling
and Administrative Expenses:
 
 Three Months EndedMarch 31,
                    
                    Increase/(Decrease)2009
                    
                    
                    2008
                    
                    $
                    
                    
                    
                    %Direct
      costs
                    
                    $
                    1,792,180
                    
                    
                    $
                    13,950
                    
                    
                    $
                    1,778,230
                    
                    
                    
                    1275
                    %Consulting
                    
                    
                    -
                    
                    
                    
                    49,710
                    
                    
                    
                    (49,710
                    )
                    
                    
                    -Professional
      fees
                    
                    
                    87,331
                    
                    
                    
                    115,934
                    
                    
                    
                    (28,603
                    )
                    
                    
                    (25
                    )%Executive
      compensation
                    
                    
                    252,402
                    
                    
                    
                    442,929
                    
                    
                    
                    (190,527
                    )
                    
                    
                    (43
                    )%General
      expenses
                    
                    
                    328,155
                    
                    
                    
                    325,985
                    
                    
                    
                    2,170
                    
                    
                    
                    1
                    %Depreciation
                    
                    
                    12,821
                    
                    
                    
                    6,830
                    
                    
                    
                    5,991
                    
                    
                    
                    88
                    %Operating
      expenses
                    
                    $
                    2,472,889
                    
                    
                    $
                    955,338
                    
                    
                    $
                    1,517,551
                    
                    
                    
                    159
                    %
 
 Operating expenses increase 159%
overall compared to the same period of the previous year. The most notable
change is that of our direct operating expenses which increase 1275% as a result
of the direct expenses attributable to the brokerage firm primarily consisting
of commissions and fees paid on trading activities. These costs have a direct
relationship to our revenue and will increase or decrease with changes in
revenue.
  11
 
 Expenses by
Segment
 
 RFIS:
 
 Three
      Months EndedMarch
      31,
                  
                  Increase/(Decrease)2009
                  
                  
                  2008
                  
                  $
                  
                  
                  
                  %Insurance
      servicesDirect
      costs
                  
                  $
                  60,133
                  
                  
                  $
                  13,675
                  
                  
                  $
                  46,458
                  
                  
                  
                  340
                  %Consulting
                  
                  
                  -
                  
                  
                  
                  3,000
                  
                  
                  
                  (3,000
                  )
                  
                  
                  -Professional
      fees
                  
                  
                  1,856
                  
                  
                  
                  9,000
                  
                  
                  
                  (7,144
                  )
                  
                  
                  (80
                  )%Executive
      compensation
                  
                  
                  15,000
                  
                  
                  
                  15,000
                  
                  
                  
                  -
                  
                  
                  -General
      expenses
                  
                  
                  64,578
                  
                  
                  
                  64,010
                  
                  
                  
                  568
                  
                  
                  
                  1
                  %Depreciation
                  
                  
                  165
                  
                  
                  
                  165
                  
                  
                  
                  -
                  
                  
                  
                  -Operating
      expenses
                  
                  $
                  141,732
                  
                  
                  $
                  104,850
                  
                  
                  $
                  36,882
                  
                  
                  
                  36
                  %
 
 RFIS
remained consistent quarter over quarter in overall operating expenses while
their direct expenses increased 340%. Our direct expenses include commissions on
policies written and therefore maintain a dependent relationship to revenue and
will fluctuate accordingly. Our increase of $46,458 was an anticipated result
from the corresponding revenue growth of $79,695.
 
 RREM:
 
 Three
      Months EndedMarch
      31,
                  
                  Increase/(Decrease)2009
                  
                  
                  2008
                  
                  $
                  
                  
                  
                  %Mortgage
      servicesDirect
      costs
                  
                  $
                  -
                  
                  
                  $
                  275
                  
                  
                  $
                  (275
                  )
                  
                  
                  -Consulting
                  
                  
                  -
                  
                  
                  
                  1,710
                  
                  
                  
                  (1,710
                  )
                  
                  
                  -Professional
      fees
                  
                  
                  -
                  
                  
                  
                  3,000
                  
                  
                  
                  (3,000
                  )
                  
                  
                  -Executive
      compensation
                  
                  
                  -
                  
                  
                  
                  35,318
                  
                  
                  
                  (35,318
                  )
                  
                  
                  -General
      expenses
                  
                  
                  808
                  
                  
                  
                  67,036
                  
                  
                  
                  (66,228
                  )
                  
                  
                  (99
                  )%Depreciation
                  
                  
                  212
                  
                  
                  
                  212
                  
                  
                  
                  -
                  
                  
                  
                  -Operating
      expenses
                  
                  $
                  1,020
                  
                  
                  $
                  107,551
                  
                  
                  $
                  (106,531
                  )
                  
                  
                  (99
                  )%
 
 In our
efforts to mitigate potential losses arising from the expending of resources in
an economically challenged environment, we have temporally redirected resources
towards endeavors with a greater potential of economic success. As a result
there are significant changes in the operational expenses of RREM over its
previous period in 2008. It is our intention to continue to monitor the real
estate market, as improvements in stability become identifiable, we will move
forward with the continued implementation of our original business
model.
 
 GBI:
 On June 2, 2008, we consummated our
staged acquisition of GBI. We have included the revenue and expenses of GBI from
the date of acquisition through December 31, 2008 and for the three months ended
March 31, 2009 in our unaudited condensed consolidated financial statements. We
expect the amounts recognized in the periods ended December 31, 2008 and March
31, 2009 to be indicative of future operating expenses.
  12
  The
amounts consolidated from the activities of GBI are as follows:
 
 Three Months Ended
                    
                    
                    Acquisition toMarch 31, 2009
                    
                    
                    December 31, 2008Brokerage servicesDirect
      costs
                    
                    $
                    1,732,047
                    
                    
                    $
                    3,536,277Consulting
                    
                    
                    -
                    
                    
                    
                    (101,803
                    )Professional
      fees
                    
                    
                    9,270
                    
                    
                    
                    47,185Executive
      compensation
                    
                    
                    59,625
                    
                    
                    
                    203,639General
      expenses
                    
                    
                    209,420
                    
                    
                    
                    866,209Depreciation
                    
                    
                    3,989
                    
                    
                    
                    4,168Operating
      expenses
                    
                    $
                    2,014,351
                    
                    
                    $
                    4,555,676
 
 Other
income and (expense)
 
 Three Months EndedMarch 31,
                  
                  Increase/(Decrease)2009
                  
                  2008
                  
                  $
                  
                  
                  
                  %ConsolidatedInterest
      income
                  
                  $
                  7,093
                  
                  
                  $
                  13,195
                  
                  
                  $
                  (6,102
                  )
                  
                  
                  (47
                  )%Interest
      (expense)
                  
                  
                  (4,122
                  )
                  
                  
                  (5,430
                  )
                  
                  
                  (1,308
                  )
                  
                  
                  (24
                  )%Other
      income
                  
                  
                  14,779
                  
                  
                  
                  -
                  
                  
                  
                  14,779
                  
                  
                  
                  -Minority
      interest (loss)
                  
                  
                  -
                  
                  
                  
                  (59,923
                  )
                  
                  
                  (59,923
                  )
                  
                  
                  -
 
 Other income and expense consists of
interest earned and expenses, rental income from sub-lease of facilities and our
minority interest investments. We experienced a 47% decline in interest income
as a direct result of our depletion of cash resources held in interest bearing
money market accounts. Interest was incurred during ordinary course of business
through the use of corporate credit cards. We expect this amount to remain
unchanged throughout the remainder of the fiscal year.
 
 We have recorded $14,779 in other
income attributable to sub-leased office space.
 
 Satisfaction
of our cash obligations for the next 12 months.
 
 Historically,
our plan of operation has been stalled by a lack of adequate working
capital.  During 2008, we raised $256,500 net of financing costs of
$38,500, through two private placements and as of March 31, 2009 we had
available cash of $246,669. We believe these funds will help support existing
operational costs, but will only be sufficient to satisfy our working capital
requirements through June 30, 2009. Consequently, in addition to cash generated
from operations, we will need to raise additional funds through either equity,
including convertible securities such as preferred stock or debentures, or debt
financing.
  13
 
 Summary
of any product research and development that we will perform for the term of our
plan of operation.
 
 We do not
anticipate performing any additional significant product research and
development under our plan of operation with Dial-A-Cup, RFIS, RREM, GBI or in
the financial services industry.
 
 Expected
purchase or sale of plant and significant equipment.
 
 We do not
anticipate the purchase or sale of any plant or significant equipment; as such
items are not required by us at this time.
 
 Significant
changes in the number of employees.
 
 We have
experienced significant changes in our staffing and executive management team as
a result of our 2007 and 2008 business acquisitions. Historically we have relied
on outside consultants to fulfill the needs of the Company while also relying
heavily on our CEO, Joseph Mangiapane, Jr. whom we have a full time employment
agreement with. As we have achieved milestones in our growth projections, it has
become financially prudent to increase our internal staff to satisfy the
operational needs of our business. We have therefore entered into an employment
agreement with Todd Vande Hei, a current director and shareholder to act as our
interim COO while we seek candidates for a more permanent role with the Company.
In addition to our current executives, we also employee two full-time support
persons, to assist in the operational activities.
 
 At our
subsidiary levels, we have increased our number of employees to a level which
satisfies our current requirements in an economically sensible manner. As the
economic conditions improve, we anticipate an increase in our staffing levels as
a measure to ensure continued growth. Currently, we employee two executives and
six administrative staff within GBI. RFIS is staffed with one executive, four
agents and two administrative support persons. Due to the dramatic downturn in
the real estate markets, we are currently staffed with a single executive who
also acts as our broker of record.
 
 Liquidity
and Capital Resources
 
 A
critical component of our operating plan impacting our continued existence is
the ability to obtain additional capital through additional equity and/or debt
financing. We do not anticipate generating sufficient positive internal
operating cash flow until such time as we can deliver our product to market,
complete additional financial service company acquisitions and generate
substantial revenues, which may take the next few years to fully realize. In the
event we cannot obtain the necessary capital to pursue our strategic plan, we
may have to cease or significantly curtail our operations. This would materially
impact our ability to continue operations.
 
 The
following table summarizes our current assets, liabilities and working capital
at March 31, 2009 compared to December 31, 2008.
  14
 
 March 31,
                  
                  December 31,
                  
                  Increase / (Decrease)2009
                  
                  2008
                  
                  $
                  
                  
                  
                  %Current Assets
                  
                  $
                  1,637,275
                  
                  
                  $
                  1,596,550
                  
                  
                  $
                  40,725
                  
                  
                  
                  3
                  %Current
      Liabilities
                  
                  
                  1,578,978
                  
                  
                  
                  1,476,862
                  
                  
                  
                  102,116
                  
                  
                  
                  7
                  %Working
      Capital
                  
                  $
                  58,297
                  
                  
                  $
                  119,688
                  
                  
                  $
                  (61,391
                  )
                  
                  
                  (52
                  )%
 
 Prior to
our transition into the financial services industry, the inventor of
Dial-A-Cup’s product primarily funded our operations. As of December 31, 2008
total amounts owed in principal and interest to this individual was $221,512,
which was forgiven effective December 31, 2008. The proceeds loaned were used to
fund operations and for the development of a prototype of our beverage
dispenser. As we expand our activities, we may continue to experience net
negative cash flows from operations, pending receipt of additional
revenues.
 
 We believe the $246,669 in
un-restricted cash on hand at March 31, 2009 will only be sufficient to sustain
operations through the second quarter of fiscal 2009.  As a result, we
anticipate the need to seek additional funding for operations through equity
offerings and may need to further do so in the future through additional
financing, acquisitions, joint ventures or other means available to
us.  There can be no assurance that we will be able to complete a
transaction or complete a transaction on terms favorable to our stockholders or
us.
 
 As we
continue to expand in the financial services industry, we anticipate incurring
operating losses over the next twelve months. Our lack of operating history
makes predictions of future operating results difficult to ascertain. Our
prospects must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in their early stage of
development.
 
 Off-Balance
Sheet Arrangements
 
 We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results or operations, liquidity, capital expenditures or capital
resources that is material to investors.
 
 Going
Concern
 
 The
financial statements included in this filing have been prepared in conformity
with generally accepted accounting principles that contemplate the continuance
of Rubicon as a going concern. Rubicon’s cash position is currently inadequate
to pay all of the costs associated with its operations. Management intends to
use borrowings and security sales to mitigate the effects of its cash position,
however no assurance can be given that debt or equity financing, if and when
required will be available. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded assets
and classification of liabilities that might be necessary should Rubicon be
unable to continue existence.
  15
  Critical
Accounting Policies and Estimates
 
 Revenue Recognition: We
recognize revenue from product sales once all of the following criteria for
revenue recognition have been met: pervasive evidence that an agreement exists;
the services have been rendered; the fee is fixed and determinable and not
subject to refund or adjustment; and collection of the amount due is reasonably
assured.  We will primarily derive our revenues from anticipated
financial service related fees, such as commissions.
 
 RFIS
currently earns commissions paid by insurance companies which are based on a
percentage of the premium charged to the policyholder and considered earned over
the term of the policy. Deferred commissions are related to the unexpired terms
of the policies in force. The RFIS recognizes revenue net of expected
cancellations in accordance with Staff Accounting Bulletin (“SAB”)
13A.
 
 Recent
Accounting Developments
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. Rubicon has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
Rubicon’s financial position, statements of operations, or cash flows at this
time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on
Rubicon’s financial position, statements of operations, or cash flows at this
time.
  16
  Item
3.Quantitative
and Qualitative Disclosures about Market Risk.
  Not
applicable.
  Item
4T. Controls and Procedures.
 
 Our Chief
Executive Officer and Principal Financial Officer, Joseph Mangiapane, Jr.,
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended)
as of the end of the period covered by this Report.  Based on the
evaluation, Mr. Mangiapane concluded that our disclosure controls and procedures
are effective in timely altering him to material information relating to us
(including our consolidated subsidiaries) required to be included in our
periodic SEC filings.
 
 There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 PART
II--OTHER INFORMATION
 
 Item
1.  Legal Proceedings.
 
 We may, from time to time, be named as
defendants in various judicial, regulatory, and arbitration proceedings in the
future in the ordinary course of our business.  The nature of such
proceedings may involve large claims subjecting us to exposure. In addition,
claims may be made against our broker-dealer subsidiary relating to investment
banking underwritings, which may be brought as part of a class action, or may be
routine retail customer complaints regarding losses in individual accounts,
which are ordinarily subject to FINRA arbitration proceedings.  Our
broker-dealer subsidiary may also become subject to investigations or
proceedings by governmental agencies and self-regulatory organizations, which
can result in fines or other disciplinary action being imposed on the
broker-dealer and/or individuals.  Additionally, legal proceedings may
be brought against us from time to time in the future.  In view of the
inherent difficulty of predicting the outcome of legal proceedings, particularly
where the plaintiffs seek substantial or indeterminate damages or where novel
legal theories or a large number of parties are involved, we cannot state with
confidence what the eventual outcome of currently pending matters will be, what
the timing of the ultimate resolution of these matters will be or what the
eventual result in each pending matter will be.
 
 In the Matter of Grant
Bettingen, Inc. and M. Grant Bettingen
 
 On March
6, 2009, the SEC issued an Order Instituting Administrative Proceedings Pursuant
to Section 15(b) of the Securities Exchange Act of 1934, Making Findings, and
Imposing Remedial Sanctions as to Grant Bettingen, Inc. (“GBI Order:), our
broker-dealer subsidiary; and an Order Instituting Administrative Proceedings
Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making
Findings, and Imposing Remedial Sanctions as to M. Grant Bettingen (“Bettingen
Order”), the former chairman and former Managing Director of Investment Banking
for GBI.
  17
  The GBI
Order found that GBI, failed reasonably to supervise a broker in connection with
purported private placement offerings of the securities of two limited liability
companies from January 2004 through December 2005.
 
 The
Bettingen Order found that M. Grant Bettingen failed reasonably to supervise the
broker because he did not have a supervisory policy in place at GBI regarding
the sale of securities in private placement offerings until November
2004.
 
 The GBI
Order censured GBI and required GBI to pay disgorgement of $88,675 and
prejudgment interest of $8,460.51. GBI consented to the issuance of the GBI
Order without admitting or denying any of the findings in the GBI Order. The
Bettingen Order required Bettingen to pay a $35,000 civil penalty. The Order
also barred Bettingen from associating in a supervisory capacity with any broker
or dealer with a right to reapply after three years. Bettingen consented to the
issuance of the Bettingen Order without admitting or denying any of the findings
in the Bettingen Order.
 
 Effective
March 13, 2009, Mr. Bettingen was removed as chairman of GBI and terminated as
the Managing Director of Investment Banking for GBI.
  Item
1A. Risk Factors.
 
 Our
significant business risks are described in Item 1A to Form 10-K for the
year ended December 31, 2008 to which reference is made
herein.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 On February 5, 2009, we agreed to issue
Bootstrap Real Estate Investments, LLC, a company controlled by Todd Vande Hei,
a director, executive officer and current shareholder, 120,000 shares of
restricted common stock for services valued at $30,000, or $0.25 per share.As of the date of this filing, the
shares were unissued.We believe that the issuance of the shares will be
exempt from the registration and prospectus delivery requirements of the
Securities Act of 1933 by virtue of Section 4(2). Bootstrap, through Mr.
Vande Hei was afforded an opportunity for effective access to our files and
records that contained the relevant information needed to make its investment
decision, including our financial statements and 34 Act reports. We reasonably
believed that Bootstrap, immediately prior to agreeing to issue the shares, had
such knowledge and experience in financial and business matters that it was
capable of evaluating the merits and risks of its investment. Mr. Vande Hei had
the opportunity to speak with our CEO on several occasions prior to the
investment decision.
 
 Issuer
Purchases of Equity Securities
 
 We did not repurchase any of our equity
securities during the quarter ended March 31, 2009.
  18
 
 Item
3. Defaults Upon Senior Securities.
 
 None.
 
 Item
4. Submission of Matters to a Vote of Security Holders.
 
 We did not submit any matters to a vote
of our security holders during the first quarter of 2009.
 
 Item
5. Other Information.
 
 On March
26, 2009, we issued a press release disclosing a corporate update and the
execution of a non-binding letter of intent to acquire a commodity trading and
services company. A copy of the press release was attached to our annual report
on Form 10-K as Exhibit 99.2 filed on April 15, 2009.
 
 Item
6.  Exhibits.
 
 Incorporated by referenceExhibit
                                        
                                        Exhibit Description
                                        
                                        Filed
                                          herewith
                                        
                                        Form
                                        
                                        Period
                                          ending
                                        
                                        Exhibit
                                        
                                        Filing
                                          date10.1
                                        
                                        Interim
      COO agreement with Bootstrap Real Estate Investments, LLC dated February
      5, 2009.
                                        
                                        
                                        
                                        8-K
                                        
                                        
                                        
                                        10.1
                                        
                                        03/04/0931.1
                                        
                                        Certification
      of Joseph Mangiapane, Jr., Chief Executive Officer and Principal Financial
      Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
                                        
                                        X32.1
                                        
                                        Certification
      of Joseph Mangiapane, Jr., Chief Executive Officer and Principal Financial
      Officer, pursuant to Section 906 of the Sarbanes-Oxley Act
                                        
                                        X99.1
                                        
                                        Press
      Release dated March 26, 2009
                                        
                                        
                                        
                                        10-K
                                        
                                        12/31/08
                                        
                                        99.2
                                        
                                        04/15/09
  19
  SIGNATURES
 
 In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
 
 RUBICON FINANCIAL INCORPORATED(Registrant)By:
                  /s/
      Joseph Mangiapane, Jr.Joseph
      Mangiapane, Jr., Chief Executive Officer(On behalf of the Registrant and as Principal
      FinancialOfficer)
  Date: May
15, 2009
  20