SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RIVERVIEW GROUP, LLC (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/25/2008	3. Issuer Name and Ticker or Trading Symbol MBI Financial, Inc. [ MBIF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
warrant ("Warrant")	03/25/2008	03/13/2013	common stock, par value $0.0167 per share	27,272,669(1)	$0.01	D(2)

1. Name and Address of Reporting Person* RIVERVIEW GROUP, LLC (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* INTEGRATED HOLDING GROUP, L.P. (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT LLC 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed a group member.

1. Name and Address of Reporting Person* MILLENNIUM MANAGEMENT, L.L.C. (Last) (First) (Middle) 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed a group member.

1. Name and Address of Reporting Person* ENGLANDER ISRAEL A (Last) (First) (Middle) C/O MILLENNIUM MANAGEMENT, L.L.C. 666 FIFTH AVENUE, 8TH FLOOR (Street) NEW YORK NY 10103-0899 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) May be deemed a group member.

Explanation of Responses:

1. Riverview Group LLC, a Delaware limited liability company ("Riverview") acquired a warrant to purchase up to 27,272,669 shares of the Issuer's Common Stock (the "Warrant") in connection with the redemption of shares of the Old Master Giotto Fund Limited by Millennium Partners L.P., an affiliate of Riverview Group. 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.

2. Integrated Holding Group LP, a Delaware limited partnership ("Integrated"), is the sole and managing member of Riverview, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Riverview. Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of Integrated and consequently may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Integrated. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management and consequently may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by any of Integrated, Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Riverview.

Remarks:

RIVERVIEW GROUP LLC, By: Integrated Holding Group LP, its Managing Member, By: Millennium Management LLC, its General Partner

	David Nolan, Co-President	04/03/2008
	** Signature of Reporting Person	Date
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