Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QZacNJ/MjBuZ7j/zfAn5grJJepG/8CoefbFB7m2xdle+tkrcUfPdaq3VeuXnOU6d 5DLmzqdn8p5sq/T4OrQsWg== 0001273091-08-000006.txt : 20080407 0001273091-08-000006.hdr.sgml : 20080407 20080404174411 ACCESSION NUMBER: 0001273091-08-000006 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080407 DATE AS OF CHANGE: 20080404 GROUP MEMBERS: INTEGRATED HOLDING GROUP GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC GROUP MEMBERS: RIVERVIEW GROUP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MBI Financial, Inc. CENTRAL INDEX KEY: 0000051511 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 751310613 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-31793 FILM NUMBER: 08741462 BUSINESS ADDRESS: STREET 1: 1845 WOODALL RODGERS FRWY STREET 2: SUITE 1225 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-468-0000 MAIL ADDRESS: STREET 1: 1845 WOODALL RODGERS FRWY STREET 2: SUITE 1225 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: LOCAL TELECOM SYSTEMS INC DATE OF NAME CHANGE: 20020528 FORMER COMPANY: FORMER CONFORMED NAME: SIGNATURE MOTORCARS INC DATE OF NAME CHANGE: 19990728 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL ROYALTY & OIL CO DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVERVIEW GROUP, LLC CENTRAL INDEX KEY: 0001273091 IRS NUMBER: 113485705 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 666 FIFTH AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103-0899 BUSINESS PHONE: (212) 841-4100 MAIL ADDRESS: STREET 1: 666 FIFTH AVE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10103-0899 FORMER COMPANY: FORMER CONFORMED NAME: RIVERVIEW GROUP LLC DATE OF NAME CHANGE: 20031212 SC 13D 1 mbif_sc13d.htm Schedule 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

MBI Financial, Inc.

(Name of Issuer)

Common Stock, par value $0.0167 per share

(Title of Class of Securities)

55274N102

(CUSIP Number)

Simon M. Lorne, Esq.
Millennium Management LLC
666 Fifth Avenue, 8th Floor
New York, New York 10103
(212) 841-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 25, 2008

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o .

SCHEDULE 13D

CUSIP No. 55274N102

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Riverview Group LLC 11-3485705
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) þ
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 27,272,669 (See Item 6)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 27,272,669 (See Item 6)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,272,669 (See Item 6)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.5%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 55274N102

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Integrated Holding Group LP 13-3631307
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) þ
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 27,272,669 (See Item 6)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 27,272,669 (See Item 6)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,272,669 (See Item 6)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.5%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 55274N102

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Millennium Management LLC 13-3804139
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) þ
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 27,272,669 (See Item 6)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 27,272,669 (See Item 6)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,272,669 (See Item 6)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.5%
14	TYPE OF REPORTING PERSON OO

SCHEDULE 13D

CUSIP No. 55274N102

1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Israel A. Englander
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) þ
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 27,272,669 (See Item 6)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 27,272,669 (See Item 6)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,272,669 (See Item 6)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 63.5%
14	TYPE OF REPORTING PERSON IN

Explanatory Note

Item 1. Security and Issuer.

The name of the issuer is MBI Financial, Inc., a Nevada corporation (the "Issuer"). The address of the Issuer’s offices is 2902 Carlisle, Suite 200, Dallas, Texas 75204. This Schedule 13D relates to the Issuer’s common stock, par value $0.0167 per share (the "Common Stock"). The Reporting Persons hold a warrant to purchase up to 27,272,669 shares of the Issuer’s Common Stock (the "Warrant"). The Warrant became exercisable on March 25, 2008 and will expire on March 13, 2013. The exercise price of the Warrant is $0.01 per share.

Item 2. Identity and Background.

(a)-(c), (f). This statement is being filed by Riverview Group LLC, a Delaware limited liability company ("Riverview Group").

Integrated Holding Group LP, a Delaware limited partnership ("Integrated Holding Group") is the sole and managing member of Riverview Group, and consequently may be deemed to have voting control and investment discretion over securities owned by Riverview Group. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of Integrated Holding Group, and consequently may be deemed to have voting control and investment discretion over securities deemed to be beneficially owned by Integrated Holding Group. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to be the beneficial owner of any shares deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Integrated Holding Group, Millennium Management or Mr. Englander as to beneficial o wnership of the shares owned by Riverview Group. Riverview Group, Integrated Holding Group, Millennium Management and Mr. Englander will be collectively referred to as the reporting persons ("Reporting Persons") in this Schedule 13D.

The business address for Riverview Group, Integrated Holding Group, Millennium Management and Mr. Englander is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. Mr. Englander is a United States citizen.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) On December 1, 2005, Millennium Management and Mr. Englander, together with Millennium Partners and certain related persons and entities, entered into settlements with the Securities and Exchange Commission ("SEC") and the Attorney General of the State of New York (the "NYAG") relating to allegations that Millennium Partners had engaged in a pattern of deceptive "market timing" of mutual fund shares in years prior to 2004 and, in the case of the settlement with the NYAG only, had failed to take adequate steps to prevent a trader from engaging in mutual fund "late trading" in violation of firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but consented to the entry of findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005), available at www.sec.gov. Contemporaneously, the NYAG issu ed an Assurance of Discontinuance relating to the claims and findings of that office.

Neither the Reporting Persons nor any other party admitted or denied any of the allegations or findings in these matters. The remedies included disgorgement by the entities of approximately $148 million of mutual fund trading profits, civil penalties aggregating approximately $32.15 million (with approximately $30 million being paid by Mr. Englander), an administrative order to cease and desist from violations of the antifraud provisions of the Securities Act and the Securities Exchange Act, and prophylactic relief.

Item 3. Source and Amount of Funds or Other Consideration.

Riverview Group acquired the Warrant in connection with the redemption of shares of the Old Master Giotto Fund Limited by Millennium Partners, an affiliate of Riverview Group. Riverview Group paid no additional consideration to acquire the above-described Warrant. Riverview Group effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to Riverview Group as and when required to open or carry positions in the margin accounts, subject to applicable margin regulations, stock exchange rules and the prime broker’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4. Purpose of Transaction.

The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy.

The Reporting Persons employ the services of a number of portfolio managers, each of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer held by the Reporting Persons are held in accounts of the Reporting Persons managed by portfolio managers who engage in event-, risk- or merger-arbitrage or fundamental strategies.

Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

Item 5. Interest in Securities of the Issuer.

(a) As of the date of this Schedule 13D, Riverview Group held a Warrant to purchase up to 27,272,669 shares of the Issuer’s Common Stock, which represented approximately 63.5% of the Issuer’s Common Stock. The calculation of the foregoing is based on 15,698,033 shares of Common Stock outstanding as of August 11, 2007, as disclosed by the Issuer in its Form 10-QSB, dated August 20, 2007.

Integrated Holding Group, as the sole and managing member of Riverview Group, may also be deemed to have voting control and investment discretion over securities owned by Riverview Group.

Millennium Management, as the general partner of Integrated Holding Group, may also be deemed to have voting control and investment discretion over securities owned by Riverview Group.

Mr. Englander, as the managing member of Millennium Management, may also be deemed to beneficially own the shares of Common Stock beneficially owned by Millennium Management.

The foregoing should not be construed in and of itself as an admission by Integrated Holding Group, Millennium Management or Mr. Englander as to beneficial ownership of the shares of the Issuer’s Common Stock beneficially owned by Riverview Group.

(b) Riverview Group may be deemed to hold shared power to vote and to dispose of the 27,272,669 shares of the Issuer’s Common Stock described in (a) above. Integrated Holding Group, Millennium Management and Mr. Englander may be deemed to hold shared power to vote and to dispose of the 27,272,669 shares of the Issuer’s Common Stock described in (a) above.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Common Stock reported in this Statement.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In connection with arrangements with Riverview Group’s prime brokers, such prime brokers are permitted to lend securities in Riverview Group’s accounts to the extent permitted by debit balances in such account. Riverview Group generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Riverview Group (or its prime brokers), may borrow securities to satisfy delivery obligations arising from short sales and may lend securities to third parties and such loans generally may be recalled upon demand. However, it should be noted that shares lent by Riverview Group’s prime brokers may not be able to be recalled in advance of an applicable record date and thus, such loaned shares may not be able to be voted by Riverview Group.

There are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to Be Filed as Exhibits.

Exhibit I: Joint Filing Agreement, dated as of April 3, 2008, by and among Riverview Group LLC, Integrated Holding Group LP, Millennium Management LLC and Israel A. Englander.

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: April 3, 2008

RIVERVIEW GROUP LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

INTEGRATED HOLDING GROUP LP

By: Millennium Management LLC,
       its General Partner

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander

EXHIBIT I

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0167 per share, of MBI Financial, Inc., a Nevada corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: April 3, 2008

RIVERVIEW GROUP LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ David Nolan

Name: David Nolan
Title:  Co-President

INTEGRATED HOLDING GROUP LP

By: Millennium Management LLC,
       its General Partner

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

MILLENNIUM MANAGEMENT LLC

By: /s/David Nolan

Name: David Nolan
Title:  Co-President

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander

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