form_12b25.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
SEC
FILE NUMBER: 000-29315
CUSIP
NUMBER: 788112N100
NOTIFICATION
OF LATE FILING
(Check
One)
|
|
x
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Form
10-K
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¨
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Form
20-F
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¨
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Form
11-K
|
|
¨
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Form
10-Q
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¨
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Form
10-D
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¨
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Form
N-SAR
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¨
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Form
N-CSR
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For
Period Ended: December 31,
2008
¨ Transition Report on
Form 10-K
¨ Transition Report on
Form 20-F
¨ Transition Report on
Form 11-K
¨ Transition Report on
Form 10-Q
¨ Transition Report on
Form N-SAR
For
the Transition Period Ended: N/A
Nothing
in this Form shall be construed to imply that the Commission has verified any
information contained herein.
If
the notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: N/A
PART
I - REGISTRANT INFORMATION
Rubicon
Financial Incorporated
Former Name if Applicable
4100
Newport Place, Suite 600
Address of Principal Executive Office
(Street &
Number)
PART
II - RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
(a)
The reason described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
x
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(b)
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
or transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date;
and
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
PART
III - NARRATIVE
The Registrant is unable to file its
annual report on Form 10-K within the prescribed time period because the
Registrant is awaiting final compilation and audit of its financial statements
from its independent auditor for the year ended December 31, 2008. The
Registrant currently expects to file its annual report on Form 10-K for the year
ended December 31, 2008 on or before the fifteenth calendar day following the
prescribed due date for the filing of the Registrant's Form 10-K.
PART
IV - OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this
notification:
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Joseph Mangiapane,
Jr. (949) 798-7220
(Name) (Area
Code) (Telephone
Number)
(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed?
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xYes ¨No
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If
answer is no, identify report(s).
(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earning statements to be included in the subject report or portion
thereof?
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xYes
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¨No
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The
Registrant expects to report approximately $4.9 million of revenues for the year
ended December 31, 2008, compared to revenues of $308,936 for fiscal 2007. The
Registrant also expects to report a net loss for the year ended December 31,
2008 of approximately $4.7 million, as compared to a net loss for 2007 of
approximately $7.8 million. Fiscal 2008 includes two quarters of the
Registrant’s operations to consolidate the financial results of Grant Bettingen,
Inc., which was acquired in June of 2008. This acquisition has had a substantial
impact on the Registrant’s revenues and overall operations. As such, its results
of operations for the year ended December 31, 2008 are not comparable to
2007.
Rubicon
Financial Incorporated
(Name of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
Date:
March 31,
2009 By: /s/ Joseph Mangiapane,
Jr.
Joseph Mangiapane, Jr.,
Chief Executive Officer
ATTENTION
INTENTIONAL
MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (See
18 U.S.C.1001).