UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2006 ----------------------------------------------- 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: 0-18914 -------------------------------------------------------- R&B, INC. ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2078856 ------------------- -------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 3400 East Walnut Street, Colmar, Pennsylvania 18915 --------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (215) 997-1800 ------------------ (Registrant's telephone number, including area code) Not Applicable ----------------------------------------------------- (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. |X| Yes |_| No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |_| Yes |X|No As of May 3, 2006 the Registrant had 17,737,301 shares of common stock, $.01 par value, outstanding. Page 1 of 3 ------------------------------------------------------------------------------- Explanatory Note R&B, Inc. is filing this Amendment No. 1 on Form 10-Q/A to its quarterly report on Form 10-Q for the quarterly period ended April 1, 2006, originally filed with the Securities and Exchange Commission on May 5, 2006, solely to correct certain typographical errors in Exhibit 32, the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. There are no changes to the quarterly report as originally filed included in this Amendment No. 1 on Form 10-Q/A other than the above described corrections to Exhibit 32. Page 2 0f 3 SIGNATURES 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 thereunto duly authorized. R & B, INC. Date May 8, 2006 /s/ Richard Berman --------------- ------------------------- Richard Berman President and Chief Executive Officer (Principal executive officer) Date May 8, 2006 /s/ Mathias Barton --------------- -------------------------- Mathias Barton Chief Financial Officer and Principal Accounting Officer (Principal financial officer) Page 3 of 3