Fieldstone Investment (FICC) 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  04/12/2007

FIELDSTONE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number:  000-50938

Maryland	74-2874689
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

11000 Broken Land Parkway, Columbia, Maryland 21044

(Address of principal executive offices, including zip code)

(410) 772-7200

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 12, 2007, Fieldstone Mortgage Investment Corporation, a wholly owned subsidiary of Fieldstone Investment Corporation (the "Company"), closed a securitization and the related offering of approximately $358 million of notes by Fieldstone Mortgage Investment Trust, Series 2007-1 (the "Trust"). The securitization involved the issuance of four classes of senior notes and ten classes of subordinated notes. The securitization is structured as an on-balance sheet financing. The notes are treated as debt for both tax and financial reporting purposes. All of the notes represent obligations of the Trust.

The securitization features credit enhancement in the form of excess interest (including net swap receipts received from the swap counterparty under an interest rate swap agreement), overcollateralization, subordination and limited cross-collateralization. The initial level of overcollateralization for the notes is approximately $14.9 million, or approximately 4.0% of the aggregate balance of the mortga ge loans on April 1, 2007. In addition, the Company has made certain representations and warranties concerning the mortgage loans securing the notes. In the event of a breach of a representation or warranty with respect to a mortgage loan, the Company may be required either to repurchase such mortgage loan from the Trust or, under certain circumstances, to substitute a mortgage loan having characteristics substantially similar to the mortgage loan subject to the breach of the representation or warranty.

A copy of the press release announcing this securitization transaction is included as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated April 12, 2007 announcing closing of $358 million asset-backed securitization.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FIELDSTONE INVESTMENT CORPORATION
Date: April 18, 2007	By:	/s/    Michael J. Sonnenfeld
		Michael J. Sonnenfeld
		President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
EX-99.1	Press release dated April 12, 2007 announcing closing of $358 million asset-backed securitization.