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                                                          SEC FILE NUMBER
                                                            333-66221
                                                   -----------------------------
                                                           CUSIP NUMBER
                                                            749195-AC7
                                                            749199-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:       June 30, 2004
                                    ------------------------------------
                   [   ] 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.
                  R.A.B. Enterprises, 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
[X]               thereof, will be filed on or before the fifteenth calendar day
                  following the prescribed due date; or the subject quarterly
                  report of 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.


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.


The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
2004 could not be filed within the prescribed time period because the Registrant
and its accounting staff have devoted substantial time and effort to accounting
matters in connection with a contemplated restructuring of the Registrant's
indebtedness, and, as a result, to date have been unable to devote adequate time
to the completion of the Form 10-Q.


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)


                                                                YES     NO
(2)  Have all other  periodic  reports  required  under
     Section 13 or 15(d) of the Securities Exchange |X|
     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).


                                                                YES     NO
(3)  Is it anticipated  that any significant  change in
     results  of  operations  from  the   corresponding
     period for the last fiscal year will be  reflected                 [X]
     by 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  August 16, 2004            Steven M. Grossman, Executive Vice President,
      --------------------       Chief Financial Officer, Treasurer and Director



                            R.A.B. Enterprises, 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  August 16, 2004            Steven M. Grossman, Executive Vice President,
      --------------------       Chief Financial Officer, Treasurer and Director


  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).