rubicon13d_joe.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D*
Under
the Securities Exchange Act of 1934
RUBICON
FINANCIAL INCORPORATED
Common
Stock, $0.001 Par Value
(Title of Class of Securities)
Joseph
Mangiapane, Jr.
4100
Newport Place, Suite 600
Newport
Beach, California 92660
(949)
798-7220
(Name, Address and Telephone Number of Person Authorized to Receive Notice
and Communications)
(Date of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
*
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
1 NAME
OF REPORTING
PERSON Joseph Mangiapane,
Jr.
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
[ ]
(b)
[ ]
3 SEC
USE ONLY
4 SOURCE
OF FUNDS (See
Instructions) OO
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
[ ]
|
6 CITIZENSHIP
OR PLACE OF
ORGANIZATION United States
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|
(7)
|
|
SOLE
VOTING POWER
|
|
2,791,722
|
|
|
|
|
|
|
|
(8)
|
|
SHARED
VOTING POWER
|
|
0
|
|
|
|
|
|
|
|
(9)
|
|
SOLE
DISPOSITIVE POWER
|
|
2,791,722
|
|
|
|
|
|
|
|
(10)
|
|
SHARED
DISPOSITIVE POWER
|
|
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
2,791,722
Shares of Common Stock
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
[ ]
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11 21.5%
14 TYPE
OF REPORTING
PERSON* (IN) INDIVIDUAL
Item
1.
|
Security
and Issuer
|
This statement on Schedule 13D relates
to the shares of common stock, $0.001 par value per share (the “Common Stock”),
of Rubicon Financial Incorporated (the “Issuer”), a Delaware corporation, having
its principal executive offices at 4100 Newport Place, Suite 600, Newport Beach,
California 92660.
Item
2.
|
Identity
and Background
|
(a)
|
This
statement is filed by and on behalf of Joseph Mangiapane,
Jr.
|
(b)
|
Mr.
Mangiapane’s principal business address is 4100 Newport Place, Suite 600,
Newport Beach,
California 92660.
|
(c)
|
Mr.
Mangiapane is currently the chief executive officer, president, secretary
and chairman of board of the
Issuer.
|
(d)
|
During
the last five years, Mr. Mangiapane has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
|
(e)
|
During
the last five years, Mr. Mangiapane has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such
laws.
|
(f)
|
Mr.
Mangiapane is a citizen of the United
States.
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration
|
On
January 1, 2007, Mr. Mangiapane was granted 500,000 vested options to purchase
shares of the Issuer’s Common Stock at $1.00 per share through December 31,
2011.
On
March 3, 2007, Mr. Mangiapane was issued 2,500 shares of common stock directly
from the Issuer for services as a director.
On
August 3, 2007, Mr. Mangiapane was issued 2,500 shares of common stock directly
from the Issuer for services as a director.
On August 3, 2007, Mr. Mangiapane
received a gift of 2,500,000 shares of the Issuer’s common stock pursuant to a
Stock Cancellation Agreement dated July 31, 2007.
On September 27, 2007, Mr. Mangiapane
purchased, in the open market, 522 shares of the Issuer’s common stock for his
IRA for $965.70 and 200 shares of the Issuer’s common stock as Joint Tenants
with rights of survivorship with his wife for $490.
On
October 1, 2007, Mr. Mangiapane purchased, in the open market, 1,000 shares of
the Issuer’s common stock for his IRA for $2,000.
On
December 18, 2007, Mr. Mangiapane gifted 515,000 shares of the Issuer’s common
stock to family and friends for no consideration.
Item
4.
|
Purpose
of Transaction
|
The
beneficial ownership of securities of the Issuer were acquired by Mr. Mangiapane
in connection with the Stock Cancellation Agreement, open market purchases and
option grant described in Item 3 of this Schedule, which is hereby incorporated
by reference.
Mr.
Mangiapane holds the Issuer’s securities for investment purposes and intends to
continue to evaluate his respective investments in the securities.
Mr.
Mangiapane intends to participate in and influence the affairs of the Issuer
through the exercise of his voting rights with respect to his shares of Common
Stock. In addition, as a result of Mr. Mangiapane’s position with the
Issuer he may, in the ordinary course of business or otherwise, take actions to
influence the management, business, and affairs of the Issuer.
Except
as set forth herein, Mr. Mangiapane does not have any present plan or proposal
as a stockholder which relates to, or would result in any action with respect
to, the matters listed in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, Mr. Mangiapane reserves the right from time to time to acquire or
dispose of shares of Common Stock or to formulate other purposes, plans or
proposals regarding the Issuer or securities of the Issuer held by him to the
extent deemed advisable in light of general investment policies, market
conditions and other factors.
Item
5.
|
Interest
in Securities of
Issuer
|
(a)
|
The
aggregate number and percentage of shares of Common Stock beneficially
owned by each Reporting Person:
|
Reference
is hereby made to Items 11 and 13 of page 2 of this Schedule 13D, which Items
are incorporated by reference herein.
The
calculation of percentage of beneficial ownership in Item 13 of page 2 was
derived from the Issuer’s certified stockholder list as of January 5, 2009 in
which there were 12,478,162 shares issued and outstanding and includes 500,000
shares Mr. Mangiapane has the right to acquire pursuant to presently exercisable
options.
(b)
|
Number
of shares as to which such person
has:
|
(i)
|
sole
power to vote or to direct the
vote:
|
Reference
is hereby made to Item 7 of page 2 of this Schedule 13D, which Item is
incorporated by reference herein.
(ii)
|
shared
power to vote or to direct the
vote:
|
Reference is hereby made to Item 8 of
page 2 of this Schedule 13D, which Item is incorporated by reference
herein.
(iii)
|
sole
power to dispose or to direct the disposition
of:
|
Reference is hereby made to Item 9 of
page 2 of this Schedule 13D, which Item is incorporated by reference
herein.
(iv)
|
shared
power to dispose or to direct the disposition
of:
|
Reference is hereby made to Item 10 of
page 2 of this Schedule 13D, which Item is incorporated by reference
herein.
(c)
|
On
January 1, 2007, Mr. Mangiapane was granted 500,000 vested options to
purchase shares of the Issuer’s common stock at $1.00 per share through
December 31, 2011.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
The
information provided in Item 4 is hereby incorporated by reference.
To
the best of the knowledge of Mr. Mangiapane, there are no other contracts,
arrangements, understandings or relationships with respect to securities of the
Issuer.
Item
7.
|
Materials
to Be Filed as Exhibits
|
1.
|
Stock
Cancellation Agreement dated July 31, 2007 (incorporated by reference to
Exhibit 10.8 to the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on August 6,
2007).
|
2.
|
Employment
Agreement between the Issuer and Joseph Mangiapane, Jr. effective January
1, 2007 (incorporated by reference to Exhibit 10.3 to the Issuer’s
Form 8-K filed with the Securities and Exchange Commission on January
17, 2007).
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: March
16, 2009
By:
/s/ Joseph Mangiapane,
Jr.
Joseph
Mangiapane, Jr.