1103977--3/31/2008--RUBICON_FINANCIAL

related topics

{stock, price, share}

{acquisition, growth, future}

{competitive, industry, competition}

{loan, real, estate}

{interest, director, officer}

{debt, indebtedness, cash}

{personnel, key, retain}

{provision, law, control}

{regulation, government, change}

During the year ended December 31, 2007, the U.S. credit markets have been dealing with the effects of numerous defaults by homeowners on subprime mortgage loans, which may materially impact our real estate and mortgage subsidiary. During the first quarter of 2007 it was determined we no longer qualified as being in the development stage. We emerged from the development stage through our acquisition of RFIS but continue to have a minimal operating history, which raises substantial doubt as to our ability to successfully develop profitable business operations. We have limited operating history in the financial services industry and there can be no assurance that we will be successful in this industry. We may not complete all of our proposed acquisitions, and even if we do, these acquired companies have not operated as a combined entity and are not fully integrated, and we may not be able to integrate them successfully. We will need additional capital in the future to finance our operations, which we may not be able to raise or it may only be available on terms unfavorable to us and or our stockholders. This may result in our inability to fund our working capital requirements and harm our operational results. An inability to access capital readily or on terms favorable to us could impair our ability to fund operations and could jeopardize our financial condition. We may not be able to retain our key personnel or hire the personnel we need to sustain and grow our business. Regulatory capital requirements and our holding company structure may adversely affect our ability to expand or maintain present levels of our business or impair our ability to meet our financial obligations. We are subject to strict government regulations and the failure to comply could result in disciplinary actions. We engage in the securities business that subjects us to the specific risks of that business. We may not be able to compete successfully with other companies in the securities industry. Because our common stock is deemed a low-priced Penny stock, an investment in our common stock should be considered high risk and subject to marketability restrictions. If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. We have the ability to issue additional shares of our common stock and shares of preferred stock without asking for stockholder approval, which could cause your investment to be diluted. By issuing preferred stock, we may be able to delay, defer or prevent a change of control. FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

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1103977--3/31/2008--RUBICON_FINANCIAL_INC