RAB HOLDINGS INC
NT 10-Q, 2000-02-11
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                                                       SEC FILE NUMBER
                                                         333-66221
                                                  --------------------------
                                                  --------------------------
                                                        CUSIP NUMBER
                                                         749195-AC7
                                                  --------------------------

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

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING


(Check One):       Form 10-K         Form 20-F      |X| Form 10-Q    Form N-SAR

                   For Period Ended:       December 31, 1999
                                    -----------------------

                   [   ] 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:

- --------------------------------------------------------------------------------

                Read Instruction (on back page) Before Preparing
  Form. Please Print or Type. 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:
- --------------------------------------------------------------------------------

PART I -- REGISTRANT INFORMATION
                  R.A.B. Holdings, Inc.
- --------------------------------------------------------------------------------

Full Name of Registrant

- --------------------------------------------------------------------------------

Former Name if Applicable

                  444 Madison Avenue, Suite 601
- --------------------------------------------------------------------------------

Address of Principal Executive Office (Street and Number)

                  New York, New York 10022
- --------------------------------------------------------------------------------

City, State and Zip Code

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 reasons  described in  reasonable  detail in Part III of this
               form  could  not be  eliminated  without  unreasonable  effort or
               expense;
          (b)  The subject annual report,  semi-annual report, transition report
               on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion  thereof,
               will be filed on or before the  fifteenth  calendar day following
               the  prescribed  due date;  or the  subject  quarterly  report of
[X]            transition  report on Form 10-Q, or portion thereof will be filed
               on or before the fifth  calendar day following the prescribed due
               date; and
          (c)  The  accountant's  statement  or other  exhibit  required by Rule
               12b-25(c) has been attached if applicable.

<PAGE>

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. SEE ATTACHMENT A


<PAGE>




PART IV -- OTHER INFORMATION
- --------------------------------------------------------------------------------

(1)      Name and telephone number of person to contact in regard to this
         notification

          Steven M. Grossman                 212                  688-4500
         ------------------------    -------------------     -------------------
                 (Name)                   (Area Code)         (Telephone Number)



(2)      Have all other periodic  reports  required under       YES      No
         Section 13 or 15(d) of the Securities Exchange
         Act of 1934 or Section 30 of the Investment            [X]
         Company Act of 1940 during the  preceding 12 months
         or for such shorter period that the  registrant
         was required to file such  report(s)  been
         filed? If answer is no, identify report(s).

(3)      Is it anticipated  that any significant  change         YES     No
         in results of operations  from the  corresponding
         period for the last fiscal year will be reflected by            [X]
         the  earnings  statements  to be included in
         the subject report or portion thereof?

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
         narratively and quantitatively,  and, if appropriate, state the reasons
         why a reasonable estimate of results cannot be made.
- --------------------------------------------------------------------------------

                              R.A.B. Holdings, Inc.
                  --------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------

   has caused this notification to be signed on its behalf by the undersigned
                           hereunto duly authorized.

                                                 By  /s/ Steven M. Grossman
Date  February 11, 2000                              --------------------------
      -------------------                              Steven M. Grossman, Chief
                                                       Financial Officer


- --------------------------------------------------------------------------------

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
- --------------------------------------------------------------------------------
            INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
                FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------

                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of Regulation  S-T  (ss.232.201  or ss.232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (ss.232.13(b) of this chapter).
<PAGE>



                                  ATTACHMENT A

PART III - NARRATIVE


The  Registrant's  Quarterly  Report on Form 10-Q for the quarterly period ended
December  31,  1999  (the  "Quarterly  Report")  could not be filed  within  the
prescribed time period since the Registrant, which has a small accounting staff,
has devoted  substantial time and efforts to recent business  matters  affecting
the Registrant, thereby delaying completion of the Quarterly Report.



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