<PAGE>

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

                                    FORM 10-Q


(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE PERIOD ENDED JUNE 30, 2001

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM __________ TO ____________



                Commission File number       333-66221
                                         -----------------


<TABLE>
<S>                                                                  <C>
                   R.A.B. HOLDINGS, INC.                                              R.A.B. ENTERPRISES, INC.
-------------------------------------------------------------        -----------------------------------------------------------
(Exact name of registrant as specified in its charter)               (Exact name of registrant as specified in its charter)

                          DELAWARE                                                           DELAWARE
-------------------------------------------------------------       ------------------------------------------------------------
              (State or other jurisdiction of                                     (State or other jurisdiction of
               incorporation or organization)                                     incorporation or organization)

                         13-3893246                                                         13-3988873
-------------------------------------------------------------       ------------------------------------------------------------
            (I.R.S. Employer identification No.)                               (I.R.S. Employer identification No.)

444 Madison Avenue, New York, New York                                                                   10022
------------------------------------------------------------------------------------------------------------------------------------
                (Address of principal executive offices)                                             (Zip Code)
</TABLE>

Registrant's telephone number, including area code (212) 688-4500
                                                  ---------------

                                       N/A
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


         Indicate by check mark whether the registrant (1) has filed all reports
         required to be filed by Section 13 or 15(d) of the Securities Exchange
         Act of 1934 during the preceding 12 months (or for such shorter period
         that the registrant was required to file such reports), and (2) has
         been subject to such filing requirements for the past 90 days.

                          Yes   X        No
                              -----         -----


<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                           Number
                                                                                                           ------

<S>                                                                                                      <C>
PART I.        FINANCIAL INFORMATION

  Item 1.   Financial Statements


              Condensed Consolidated Balance Sheets - June 30, 2001 and
               March 31, 2001                                                                                  1

              Condensed Consolidated Statements of Operations - Three months ended
               June 30, 2001 and 2000                                                                          2

              Condensed Consolidated Statements of Cash Flows - Three months ended
               June 30, 2001 and 2000                                                                          3

              Notes to Condensed Consolidated Financial Statements                                           4-7


  Item 2.   Management's Discussion and Analysis of Financial Condition and
             Results of Operations                                                                          8-11

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                        12

PART II.        OTHER INFORMATION

  Item 6.   Exhibits and Reports on Form 8-K                                                                  13

SIGNATURES                                                                                                    14
</TABLE>

<PAGE>

PART I.      FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except for share and per share data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                             June 30, 2001                   March 31, 2001
                                                                     ------------------------------  ------------------------------
                                                                        Holdings       Enterprises     Holdings        Enterprises
                                                                     --------------  --------------  --------------  --------------
<S>                                                                  <C>             <C>             <C>             <C>
                               ASSETS

Current assets:
     Cash                                                            $        7,410  $        6,347  $        9,522  $        9,520
     Accounts receivable                                                     27,916          27,916          53,048          53,048
     Inventories                                                             70,451          70,451          72,555          72,555
     Restricted investments                                                    --              --             1,629            --
     Other current assets                                                    13,982          15,811          12,429          14,363
                                                                     --------------  --------------  --------------  --------------
          Total current assets                                              119,759         120,525         149,183         149,486
                                                                     --------------  --------------  --------------  --------------
Noncurrent assets:
     Other assets                                                             4,961           3,945          12,365          11,455
Property, plant and equipment, net                                           32,981          32,981          32,629          32,629
Intangibles, net                                                            117,399         117,399         118,458         118,458
                                                                     --------------  --------------  --------------  --------------

Total assets                                                         $      275,100  $      274,850  $      312,635  $      312,028
                                                                     ==============  ==============  ==============  ==============

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current maturities of long-term debt                            $        2,194  $        2,194  $        1,866  $        1,866
     Accounts payable                                                        43,023          43,023          47,090          47,090
     Other current liabilities                                               20,049          19,328          23,917          23,393
                                                                     --------------  --------------  --------------  --------------
          Total current liabilities                                          65,266          64,545          72,873          72,349
                                                                     --------------  --------------  --------------  --------------
Noncurrent liabilities:
     Long-term debt                                                         177,641         152,641         203,107         178,107
     Other liabilities                                                       23,086          23,086          23,999          23,999
                                                                     --------------  --------------  --------------  --------------
          Total noncurrent liabilities                                      200,727         175,727         227,106         202,106
                                                                     --------------  --------------  --------------  --------------
Stockholders' equity:
     Preferred stock, $500 par value, 100,000 shares authorized,
        24,875 shares of Series A issued and outstanding                     12,344            --            12,344            --
        1,000 shares of Series B issued and outstanding                         500            --               500            --
     Common stock, $.01 and $1.00 par value, 1,000,000 shares
        and 200 shares authorized, issued 105,100 shares and
        200 shares                                                                1            --                 1            --
     Additional paid-in capital                                                 403          39,482             436          39,482
     Retained earnings (deficit)                                             (3,218)         (3,983)            323            (963)
     Accumulated other comprehensive loss                                      (921)           (921)           (946)           (946)
                                                                     --------------  --------------  --------------  --------------
                                                                              9,109          34,578          12,658          37,573
      Less common stock in treasury - 2,000 shares                                2            --                 2            --
                                                                     --------------  --------------  --------------  --------------
        Total stockholders' equity                                            9,107          34,578          12,656          37,573
                                                                     --------------  --------------  --------------  --------------

Total liabilities and stockholders' equity                           $      275,100  $      274,850  $      312,635  $      312,028
                                                                     ==============  ==============  ==============  ==============
</TABLE>

            See notes to Condensed Consolidated Financial Statements

                                      - 1 -
<PAGE>

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          Three Months Ended             Three Months Ended
                                                                             June 30, 2001                 June 30, 2000
                                                                      ---------------------------   ---------------------------
                                                                        Holdings     Enterprises      Holdings     Enterprises
                                                                      ------------   ------------   ------------   ------------

<S>                                                                   <C>            <C>            <C>            <C>
Revenues                                                              $    139,305   $    139,305   $    157,208   $    157,208

Costs and expenses:
       Cost of sales                                                       103,304        103,304        118,966        118,966
       Selling                                                              14,521         14,521         15,214         15,214
       Distribution and warehousing                                         14,314         14,314         14,304         14,304
       General and administrative                                            6,655          6,652          7,337          7,334
       Amortization of intangibles                                           1,059          1,059            964            964
                                                                      ------------   ------------   ------------   ------------

                   Total costs and expenses                                139,853        139,850        156,785        156,782
                                                                      ------------   ------------   ------------   ------------


Operating (loss) income                                                       (548)          (545)           423            426

Interest expense, net                                                        4,970          4,110          4,892          4,109
                                                                      ------------   ------------   ------------   ------------


Loss before benefit for income taxes                                        (5,518)        (4,655)        (4,469)        (3,683)

Benefit for income taxes                                                    (1,977)        (1,635)        (1,662)        (1,350)
                                                                      ------------   ------------   ------------   ------------

Loss before extraordinary item                                              (3,541)        (3,020)        (2,807)        (2,333)

Extraordinary gain on early extinguishment of debt,
       net of income taxes of $2.1 million                                    --             --            3,194          3,194
                                                                      ------------   ------------   ------------   ------------

Net (loss) income                                                     $     (3,541)  $     (3,020)  $        387   $        861
                                                                      ============   ============   ============   ============
</TABLE>

            See notes to Condensed Consolidated Financial Statements

                                      - 2 -
<PAGE>

R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              Three Months Ended             Three Months Ended
                                                                                 June 30, 2001                 June 30, 2000
                                                                           --------------------------   ---------------------------
                                                                             Holdings    Enterprises      Holdings     Enterprises
                                                                           ------------  ------------   ------------   ------------

<S>                                                                        <C>           <C>            <C>            <C>
Cash flows from operating activities:
     Net (loss) income                                                     $     (3,541) $     (3,020)  $        387   $        861
     Adjustments to reconcile net (loss) income to net
       cash provided by (used in) operating activities:
          Extraordinary gain on early extinguishment of debt,
            net of income taxes                                                    --            --           (3,194)        (3,194)
          Depreciation and amortization                                           2,622         2,596          2,706          2,678
     Changes in assets and liabilities:
          Accounts receivable                                                    25,132        25,132         24,879         24,879
          Inventories                                                             2,104         2,104         (4,259)        (4,259)
          Accounts payable                                                       (4,067)       (4,067)        (2,412)        (2,412)
          Other assets and liabilities                                              816           852         (8,585)        (7,396)
                                                                           ------------  ------------   ------------   ------------

Net cash provided by operating activities                                        23,066        23,597          9,522         11,157
                                                                           ------------  ------------   ------------   ------------

Cash flows from investing activities:
     Purchase of Miller Buckeye Biscuit Company, Inc.,
       net of cash acquired                                                        --            --          (17,055)       (17,055)
     Acquisitions of plant and equipment                                         (1,632)       (1,632)          (454)          (454)
                                                                           ------------  ------------   ------------   ------------

Net cash used in investing activities                                            (1,632)       (1,632)       (17,509)       (17,509)
                                                                           ------------  ------------   ------------   ------------

Cash flows from financing activities:
     Purchase of senior notes                                                      --            --          (12,979)       (12,979)
     Payments from Interest Escrow Account                                        1,625          --            1,625           --
     (Repayments) borrowings under Credit Agreement                             (25,138)      (25,138)        19,647         19,647
     Proceeds from issuance and repurchase of common stock                          (33)         --             --             --
                                                                           ------------  ------------   ------------   ------------

Net cash (used in) provided by financing activities                             (23,546)      (25,138)         8,293          6,668
                                                                           ------------  ------------   ------------   ------------

Net (decrease) increase in cash                                                  (2,112)       (3,173)           306            316

Cash, beginning of period                                                         9,522         9,520          4,637          4,618
                                                                           ------------  ------------   ------------   ------------

Cash, end of period                                                        $      7,410  $      6,347   $      4,943   $      4,934
                                                                           ============  ============   ============   ============

Supplemental disclosures of cash flow information:
     Cash paid during the period for:
          Interest                                                         $      7,640  $      6,015   $      8,417   $      6,792
          Income taxes                                                     $          4  $          4   $      3,201   $        155
</TABLE>


          See notes to Condensed Consolidated Financial Statements

                                     - 3 -
<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE A - Basis of Presentation

The condensed consolidated financial statements include the accounts of R.A.B.
Holdings, Inc. ("Holdings") and its wholly-owned subsidiary, R.A.B. Enterprises,
Inc. ("Enterprises") and its wholly-owned subsidiaries (collectively, the
"Company"). Holdings is a holding company with no substantial assets or
operations other than its investment in Enterprises. Enterprises is a holding
company with no substantial assets or operations other than its investments in
Millbrook Distribution Services Inc. ("Millbrook") and The B. Manischewitz
Company, LLC ("Manischewitz").

These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements as of March 31, 2001 and
2000 contained in the Company's Form 10-K filed with the Securities and Exchange
Commission. The information related to March 31, 2001 contained herein has been
derived from the Company's audited consolidated financial statements. Certain
reclassifications have been made in the prior year financial statements to
conform with the current year presentation.

On November 1, 2000, Manischewitz acquired substantially all of the assets and
operations of Guiltless Gourmet, Inc. ("Guiltless") for a purchase price of
approximately $4.9 million, including transaction costs. Guiltless owned the
second largest selling national brand and was a leader in the development of
baked tortilla chips.

On April 17, 2000, Millbrook acquired substantially all of the assets and
operations of the Miller Buckeye Biscuit Company, Inc. ("Miller Buckeye") for a
purchase price of approximately $17.6 million, including transaction costs.
Miller Buckeye was a distributor of specialty foods, cookies, crackers and
snacks to retail grocery and other retail establishments in Ohio, Pennsylvania,
West Virginia and Western New York.

On January 31, 2000, Millbrook acquired certain of the assets and operations of
I. Epstein & Sons, Inc. ("Epstein") for a purchase price of approximately $15.4
million, including transaction costs. Epstein was a full service distributor of
kosher and specialty food products, including its Season brand of canned fish,
vegetables and other specialty food products. Concurrent with the acquisition,
the management and ownership of the Season brand was assumed by Manischewitz.
Pro forma historical operating results reflecting the Guiltless, Miller Buckeye
and Epstein acquisitions have not been included herein as the impact of these
acquisitions was not considered significant on a consolidated basis.

On May 1, 1998, Enterprises acquired all of the outstanding interests of
Manischewitz for approximately $126.2 million through the issuance of $120
million Senior Notes due 2005 bearing interest at 10.5% ("10.5% Notes") and the
issuance by Holdings of $48 million Senior Notes due 2008 bearing interest at
13% ("13% Notes"). The 10.5% Notes are fully and unconditionally guaranteed on a
joint and several basis by Millbrook and Manischewitz. Accordingly, as the
combined financial statements of the subsidiaries guaranteeing the 10.5% Notes
are substantially equivalent to the consolidated financial statements of
Enterprises, no separate financial statements of Millbrook and Manischewitz are
presented since management has determined that such information is not material.

All significant intercompany transactions and balances are eliminated in
consolidation. The results of operations for any interim period are not
necessarily indicative of the results to be expected for the full fiscal year.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company as of June 30, 2001, and the results of
operations and cash flows for the periods ended June 30, 2001 and 2000.


                                      - 4 -
<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
--------------------------------------------------------------------------------

NOTE B - Inventories

Inventories are valued at the lower of cost or market. Cost is determined by the
last-in, first-out ("LIFO") method. Inventories consisted of the following (in
thousands):

                                             June 30,          March 31,
                                               2001              2001
                                           ------------      ------------

           Raw materials                   $      1,940      $      1,730

           Finished goods                        68,511            70,825
                                           ------------      ------------

                                           $     70,451      $     72,555
                                           ============      ============

NOTE C - Related Party Transactions

For each of the three month periods ended June 30, 2001 and 2000, the Company
paid $502,500 to an affiliated entity for management fees, reasonable services
provided and expenses incurred on its behalf.

NOTE D - Comprehensive (Loss) Income

For the three month periods ended June 30, 2001 and 2000, Holdings' and
Enterprises' comprehensive (loss) income was ($3,516,000) and ($2,995,000) and
$318,000 and $792,000, respectively.


                                     - 5 -
<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
--------------------------------------------------------------------------------

NOTE E - Segment Reporting

The following information is presented in accordance with SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", which
established standards for reporting information about operating segments in the
Company's interim financial statements.

<TABLE>
<CAPTION>
For the three month
period ended June 30,                                                         2001                         2000
                                                                   --------------------------   ----------------------------
                                                                     Holdings    Enterprises      Holdings     Enterprises
                                                                   ------------  ------------   ------------   ------------
<S>                                                                <C>           <C>            <C>            <C>
Revenues
     Millbrook ...............................................     $    133,241  $    133,241   $    154,325   $    154,325
     Manischewitz ............................................            7,397         7,397          6,792          6,792
                                                                   ------------  ------------   ------------   ------------
          Total segment revenues .............................          140,638       140,638        161,117        161,117
     Corporate items, principally
      the elimination of
      intercompany sales .....................................           (1,333)       (1,333)        (3,909)        (3,909)
                                                                   ------------  ------------   ------------   ------------
                                                                   $    139,305  $    139,305   $    157,208   $    157,208
                                                                   ============  ============   ============   ============
Operating income
     Millbrook ...............................................     $      1,660  $      1,660   $      2,395   $      2,395
     Manischewitz ............................................              775           775            874            874
                                                                   ------------  ------------   ------------   ------------
          Total segment operating income .....................            2,435         2,435          3,269          3,269
     Corporate items and eliminations ........................           (2,983)       (2,980)        (2,846)        (2,843)
                                                                   ------------  ------------   ------------   ------------
                                                                   $       (548) $       (545)  $        423   $        426
                                                                   ============  ============   ============   ============
</TABLE>

NOTE F - Extraordinary Item - Early Extinguishment of Debt

During the three month period ended June 30, 2000, Enterprises repurchased
approximately $18.8 million of its outstanding 10.5% Notes resulting in a gain
of approximately $3.2 million, net of income taxes of approximately $2.1
million.

NOTE G - New Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998 and is
effective for fiscal years beginning after June 15, 2000. SFAS No. 133 requires
the recognition of all derivatives in the consolidated balance sheet as either
assets or liabilities measured at fair value. The Company adopted SFAS No. 133,
as amended by SFAS No. 137 and SFAS No. 138, during the year ended March 31,
2001. The adoption of SFAS No. 133 has not had a material impact on the
Company's financial position or overall trends in results of operations and has
not resulted in significant changes to its financial risk management practices.

Emerging Issues Task Force ("EITF") Issue No. 00-25 was finalized and is
effective for fiscal years beginning after December 15, 2001. EITF No. 00-25
requires the reclassification of certain consideration paid to a reseller by a
vendor as a reduction of income on the vendor's income statement. The Company
adopted EITF No. 00-25 effective April 1, 2001. The adoption of EITF No. 00-25
did not have a material impact on the Company's overall trends in results of
operations.


                                     - 6 -
<PAGE>


                     R.A.B. HOLDINGS, INC. AND SUBSIDIARIES
                    R.A.B. ENTERPRISES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Concluded)
--------------------------------------------------------------------------------

NOTE G - New Accounting Pronouncements (Continued)

SFAS No. 142 "Goodwill and Other Intangible Assets" was issued in June 2001 and
is effective for fiscal years beginning after December 15, 2001. SFAS No. 142
requires goodwill and indefinite-lived intangible assets to be evaluated
annually for impairment. It also will require that goodwill no longer be
amortized. The Company will adopt SFAS No. 142 when it becomes effective.
Management is currently evaluating the impact that this statement will have on
the Company's financial statements.



                                     - 7 -
<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

Revenues. Revenues for the three month period ended June 30, 2001 decreased
$17.9 million or 11.4% to $139.3 million as compared to $157.2 million for the
three month period ended June 30, 2000. Revenues include:

         (i)      Millbrook's revenues of $133.2 million for the three month
                  period ended June 30, 2001 as compared to $154.3 million for
                  the three month period ended June 30, 2000;

         (ii)     Manischewitz' revenues of $7.4 million for the three month
                  period ended June 30, 2001 as compared to $6.8 million for the
                  three month period ended June 30, 2000; and

         (iii)    intersegment sales, which are eliminated in consolidation, of
                  ($1.3) million for the three month period ended June 30, 2001
                  as compared to ($3.9) million for the three month period ended
                  June 30, 2000.

Millbrook's revenues decreased $21.1 million or 13.7% for the three month period
ended June 30, 2001 as compared to the comparable period of the prior year. The
decrease in revenues for the three month period is principally due to decreased
sales to certain customers as a result of several factors, including customer
losses during the second half of the prior fiscal year, customer decisions to
move toward self-distribution, industry consolidation and customer financial
difficulties, the aggregate of which exceeded the growth of sales to certain
other customers.

Manischewitz' revenues increased $0.6 million or 8.9% for the three month period
ended June 30, 2001 as compared to the comparable period of the prior year. The
increase in revenues for the three month period is principally due to the
following:

         (i)      sales to new customer accounts gained as a result of the
                  Guiltless Gourmet acquisition in November 2000 ($2.2 million);
                  partially offset by

         (ii)     decreased sales of Manischewitz brand products ($0.6 million)
                  and a gain on the sale of land in Israel ($0.7 million) during
                  the three months ended June 30, 2000.

Gross Profit. Gross profit for the three month period ended June 30, 2001 was
$36.0 million as compared to $38.2 million for the three month period ended June
30, 2000, a decrease of $2.2 million or 5.9%. As a percentage of revenues, the
gross profit margin was 25.8% for the three month period ended June 30, 2001 as
compared to 24.3% for the three month period ended June 30, 2000.

The decrease in gross profit dollars and its impact on gross profit margin for
the three month period is primarily due to the following:

         (i)      decreased gross profit dollars associated with Millbrook's
                  lower revenues (($2.1) million) and the shift in product mix
                  from lower margin health and beauty care products to higher
                  margin specialty food products (2.2%); and

         (ii)     decreased gross profit dollars associated with lower
                  Manischewitz sales and the gain on the sale of land in Israel
                  during the three months ended June 30, 2000 (($1.3) million or
                  (0.6%)); partially offset by

         (iii)    increased gross profit dollars on sales to new customer
                  accounts gained as a result of the Guiltless Gourmet
                  acquisition in November 2000 ($1.1 million or 0.4%).


                                     - 8 -
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Operating Expenses. Distribution and warehousing expenses for each of the three
month periods ended June 30, 2001 and 2000 were $14.3 million. As a percentage
of revenues, distribution and warehousing expenses increased to 10.3% for the
three month period ended June 30, 2001 as compared to 9.1% in the comparable
period of the prior year. Distribution and warehousing costs for the three month
period were impacted by the following:

         (i)      lower headcount resulting from the closure during May 2001 of
                  Millbrook's distribution center in Greenville, North Carolina
                  and the consolidation of its Cincinnati, Ohio refrigerated
                  facility into its Youngstown, Ohio distribution center; offset
                  by

         (ii)     increased distribution costs associated with sales to new
                  customer accounts gained as a result of the Guiltless Gourmet
                  acquisition in November 2000.

Selling, general and administrative expenses for the three month period ended
June 30, 2001 were $21.2 million, as compared to $22.6 million for the three
month period ended June 30, 2000. As a percentage of revenues, selling, general
and administrative expenses increased to 15.2% for the three month period ended
June 30, 2001 as compared to 14.3% for the comparable period of the prior year.
The decrease in selling, general and administrative costs for the three month
period is principally due to the following:

         (i)      lower headcount in Millbrook's general and administrative
                  functions as a result of the consolidation of the Epstein and
                  Miller Buckeye operations, which were acquired in the prior
                  fiscal year, in August 2000 and April 2001, respectively; and

         (ii)     lower advertising and production costs at Manischewitz as the
                  comparable period of the prior year included a television
                  advertising test for certain of Manischewitz' mainstream
                  products.

Amortization of intangibles was $1.1 million for the three month period ended
June 30, 2001 as compared to $1.0 million for the three month period ended June
30, 2000. This increase is due to amortization resulting from the Guiltless
Gourmet acquisition.

Interest Expense. Interest expense for the three month period ended June 30,
2001 was $5.0 million (consisting of $0.9 million for Holdings and $4.1 million
for Enterprises, respectively) as compared to $4.9 million (consisting of $0.8
million for Holdings and $4.1 million for Enterprises, respectively) for the
three month period ended June 30, 2000. The increase in interest expense for the
three months ended June 30, 2001 is primarily attributable to higher levels of
debt outstanding under the Company's Credit Agreement as a result of its
acquisitions during the year ended March 31, 2001.

Taxes. The benefit for income taxes for the three month period ended June 30,
2001 was $2.0 million for Holdings and $1.6 million for Enterprises as compared
to $1.7 million for Holdings and $1.4 million for Enterprises for the three
month period ended June 30, 2000. These benefits principally relate to the
results of operations.

Extraordinary Item - Early Extinguishment of Debt. The extraordinary gain on
early extinguishment of debt for the three month period ended June 30, 2000 was
$3.2 million (net of income taxes of $2.1 million). This gain resulted from
Enterprises' repurchase of approximately $18.8 million of its outstanding 10.5%
Notes.

Net Income (Loss). As a result of the foregoing, the net loss for the three
month period ended June 30, 2001 was $3.5 million for Holdings and $3.0 million
for Enterprises as compared to net income of $0.4 million for Holdings and $0.9
million for Enterprises for the three month period ended June 30, 2000.


                                     - 9 -
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

Impact of New Accounting Pronouncements. Statement of Financial Accounting
Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging
Activities" was issued in June 1998 and is effective for fiscal years beginning
after June 15, 2000. SFAS No. 133 requires the recognition of all derivatives in
the consolidated balance sheet as either assets or liabilities measured at fair
value. The Company adopted SFAS No. 133, as amended by SFAS No. 137 and SFAS No.
138, during the year ended March 31, 2001. The adoption of SFAS No. 133 has not
had a material impact on the Company's financial position or overall trends in
results of operations and has not resulted in significant changes to its
financial risk management practices.

Emerging Issues Task Force ("EITF") Issue No. 00-25 was finalized and is
effective for fiscal years beginning after December 15, 2001. EITF No. 00-25
requires the reclassification of certain consideration paid to a reseller by a
vendor as a reduction of income on the vendor's income statement. The Company
adopted EITF No. 00-25 effective April 1, 2001. The adoption of EITF No. 00-25
did not have a material impact on the Company's overall trends in results of
operations.

SFAS No. 142 "Goodwill and Other Intangible Assets" was issued in June 2001 and
is effective for fiscal years beginning after December 15, 2001. SFAS No. 142
requires goodwill and indefinite-lived intangible assets to be evaluated
annually for impairment. It also will require that goodwill no longer be
amortized. The Company will adopt SFAS No. 142 when it becomes effective.
Management is currently evaluating the impact that this statement will have on
the Company's financial statements.

Financial Condition, Liquidity and Capital Resources

Operations for the three months ended June 30, 2001, excluding non-cash charges
for depreciation and amortization, utilized cash of $0.9 million for Holdings
and $0.4 million for Enterprises. Operations for the three months ended June 30,
2000, excluding the net gain on the early extinguishment of debt and non-cash
charges for depreciation and amortization, utilized cash of $0.1 million for
Holdings and provided cash of $0.3 million for Enterprises. During the three
month periods ended June 30, 2001 and 2000, other changes in assets and
liabilities resulting from operating activities provided cash of $24.0 million
for each of Holdings and Enterprises and $9.6 million for Holdings and $10.8
million for Enterprises, respectively, resulting in net cash provided by
operating activities of $23.1 million for Holdings and $23.6 million for
Enterprises and $9.5 million for Holdings and $11.2 million for Enterprises,
respectively.

Investing activities, which principally consisted of the acquisitions of
property and equipment and the acquisition of Miller Buckeye in the prior fiscal
period, resulted in a use of cash of $1.6 million and $17.5 million for the
three month periods ended June 30, 2001 and 2000 for each of Holdings and
Enterprises, respectively.

During the three month period ended June 30, 2001, financing activities, which
principally consisted of $1.6 million of payments from the Interest Escrow
Account by Holdings and repayments of $25.1 million under the Credit Agreement,
resulted in a use of cash of $23.5 million for Holdings and $25.1 million for
Enterprises. During the three month period ended June 30, 2000, financing
activities which principally consisted of the repurchase of $18.8 million of
long-term debt for $13.0 million by Enterprises, offset by $1.6 million of
payments from the Interest Escrow Account by Holdings and additional borrowings
of $19.6 million under the Credit Agreement, provided cash of $8.3 million for
Holdings and $6.7 million for Enterprises.


                                     - 10 -
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Concluded)

Given the continuing industry consolidation of retailers and its impact on
certain of our customers, Holdings and Enterprises anticipate some loss of
revenues in its health and beauty care category, which tends to be more of a
commodity nature, as acquirors seek to achieve consolidation synergies by
utilizing existing infrastructure. These anticipated losses will occur at the
same time that the Company continues to implement its strategy of expanding the
specialty food category of its business. Holdings' and Enterprises' results of
operations will be dependent upon the obtaining and timing of increased revenues
from existing and new specialty food customers in light of anticipated losses
from health and beauty care. While Holdings and Enterprises believe the
transition to a greater percentage of its composite business to the specialty
food category can be accomplished by increasing revenues from existing customers
and obtaining new customers, there can be no assurance that Holdings and
Enterprises can accomplish the goals of their strategy.




                                     - 11 -
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Item 7a of the Company's Form 10-K for the year ended March
31, 2001 filed with the Securities and Exchange Commission.

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

The foregoing discussion in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contains "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Additionally,
written materials issued and oral statements made from time to time by Holdings
and Enterprises may contain forward-looking statements. Forward-looking
statements can be identified by the fact that they do not relate strictly to
historical or current facts and by their use of words such as "goals",
"expects", "plans", "believes", "estimates", "forecasts", "projects", "intends"
and other words of similar meaning. Execution of business and acquisition
strategies, expansion of product lines and increase of distribution networks or
product sales are areas, among others, whose future success may be difficult to
predict. They are based on management's then-current information, assumptions,
plans, expectations, estimates and projections regarding the food and wholesale
distribution industries. However, such statements are not guarantees of future
performance, and actual results and outcomes may differ materially from what is
expressed depending on a variety of factors, many of which are outside of
Holdings' and Enterprises' control. Given these uncertainties, current and
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements or to publicly announce the result of any revisions
to any of the forward-looking statements herein to reflect future events or
developments.

Among the factors that could cause actual outcomes or results to differ
materially from what is expressed in these forward-looking statements are
changes in the demand for, supply of, and market prices of Holdings' and
Enterprises' products, the actions of current and potential new competitors,
changes in technology and economic conditions.



                                     - 12 -
<PAGE>


PART II.      OTHER INFORMATION

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K:

              a.       Exhibits

                       None

              b.       No reports were filed on Form 8-K during the quarter for
                       which this report is filed.



                                     - 13 -
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                                      R.A.B. HOLDINGS, INC.



August  ___, 2001                                     /s/ Richard A. Bernstein
                                                      --------------------------
                                                      Richard A. Bernstein
                                                      Chairman



August  ___, 2001                                     /s/ Steven M. Grossman
                                                      --------------------------
                                                      Steven M. Grossman
                                                      Chief Financial Officer




                                                      R.A.B. ENTERPRISES, INC.



August  ___, 2001                                     /s/ Richard A. Bernstein
                                                      --------------------------
                                                      Richard A. Bernstein
                                                      Chairman



August  ___, 2001                                     /s/ Steven M. Grossman
                                                      --------------------------
                                                      Steven M. Grossman
                                                      Chief Financial Officer



                                     - 14 -