FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



(Mark One)
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
         EXCHANGES ACT OF 1934.

For the quarterly period ended             March  31,  2002
                               ----------------------------

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGES ACT OF 1934

For the transition period from __________________ to _________________

Commission file number 333-39044
                       ---------

                                 SB MERGER CORP.
                                ----------------
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                38-3506266
(State of other jurisdiction of                               (I.R.S. Employer
incorporation or organization                                Identification No.)

5868 Sterling Drive,  Suite 530,     Howell       Michigan             48843
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)


                                 (517)-586-4009
   -------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

     ----------------------------------------------------------------------
 (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______
                                                        ----------

         The number of shares outstanding of the issuer's single class of common
stock as of March 31, 2002 was 406,000.

         Transitional Small Business Disclosure Format (check one)

                                                   YES_____       NO   X
                                                                     ---------


<PAGE>




                                 SB Merger Corp.

                                   FORM 10-QSB

                                 MARCH 31, 2002

                                      INDEX


                                                                          Page
                                                                          Number

         PART I - FINANCIAL INFORMATION

         Item 1 - Financial Statements (Unaudited)

                  Balance Sheet                                           1
                  Statements of Operations                                2
                  Statements of Cash Flows                                3
                  Notes to Financial Statements                           4

         Item 2 - Management's Discussion and Analysis or
                  Plan of Operation                                       5 - 6

         PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings                                       7
         Item 2 - Changes in Securities and Use of Proceeds               7
         Item 3 - Defaults upon Senior Securities                         7
         Item 4 - Submission of Matters to a Vote of Security Holders     7
         Item 5 - Other Information                                       7
         Item 6 - Exhibits and reports on Form 8-K                        7


         SIGNATURE                                                        8


<PAGE>
                                 SB MERGER CORP.
                        (A Development Stage Enterprise)

                                  BALANCE SHEET

                                 March 31, 2002

                                   (Unaudited)



                                     ASSETS

Cash                                                            $         3,657
Restricted cash                                                         125,000
                                                                  --------------
                                                                $       128,657
                                                                  ==============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                      $        29,298
     Advances from shareholders                                          10,000
                                                                  --------------
         Total current liabilities:                                      39,298

Stockholders' equity
     Preferred Stock, $.01 par value, authorized 10,000,000 shares,
          none issued and outstanding                                         -
     Common stock, $.001 par value, authorized 75,000,000 shares,
         issued and outstanding 406,000 shares                              406
     Paid in capital                                                    154,594
     Deficit accumulated during the development stage                   (65,641)
                                                                  --------------
         Total stockholders' equity                                      89,359
                                                                  --------------
                                                                $       128,657
                                                                  ==============


                       See notes to financial statements.

                                        1

<PAGE>
                                 SB MERGER CORP.
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

<TABLE>
<CAPTION>


                                                                      Three months ended               January 3, 2000
                                                         ----------------------------------------    (inception) through
                                                           March 31,2002         March 31,2001          March 31,2002
                                                         ------------------    ------------------    --------------------

<S>                                                    <C>                   <C>                   <C>
Revenue                                                $                 -   $                 -   $                   -

General and administrative expenses                                 32,367                 3,893                  65,641
                                                         ------------------    ------------------    --------------------
Net loss                                               $           (32,367)  $            (3,893)  $             (65,641)
                                                         ==================    ==================    ====================
Basic and diluted loss per share                       $             (0.08)  $             (0.02)
                                                         ==================    ==================
Basic and diluted weighted average shares              $           403,933   $           200,000
                                                         ==================    ==================


</TABLE>



                        See notes to financial statements

                                        2
<PAGE>
                                 SB MERGE CORP.
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                           Three months ended             January 3, 2000
                                                                 -------------------------------------      (inception)
                                                                  March 31, 2002      March 31, 2001     to March 31, 2002
                                                                 -----------------   -----------------   ------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>                 <C>                 <C>
     Net loss                                                  $          (32,367) $           (3,893) $           (65,641)

     Changes in assets and liabilities:
        Restricted cash                                                         -                   -             (125,000)
        Accounts payable and accrued expenses                              26,643              (1,963)              29,298
        Advances from shareholder                                           9,000                   -               10,000
                                                                 -----------------   -----------------   ------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                         3,276              (5,856)            (151,343)
                                                                 -----------------   -----------------   ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from sale of common stock                                         -                   -              155,000
                                                                 -----------------   -----------------   ------------------
NET INCREASE (DECREASE) IN CASH                                             3,276              (5,856)               3,657

Cash - beginning of period                                                    381               9,699                    -
                                                                 -----------------   -----------------   ------------------
Cash -  end of period                                          $            3,657  $            3,843  $             3,657
                                                                 =================   =================   ==================

</TABLE>


                        See notes to financial statements

                                        3
<PAGE>







                                 SB MERGER CORP.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


1.       BASIS OF PRESENTATION

          The accompanying unaudited financial statements have been prepared in
          accordance with generally accepted accounting principles for interim
          financial statements and with the instructions to Form 10-QSB.
          Accordingly, they do not include all of the information and
          disclosures required for annual financial statements. These financial
          statements should be read in conjunction with the financial statements
          and related footnotes included in the Company's annual report on form
          10-KSB for the year ended December 31, 2001.

          In the opinion of the Company's management, all adjustments
          (consisting of normal recurring accruals) necessary to present fairly
          the Company's financial position as of March 31, 2002 and the results
          of operations and cash flows for the three month periods ended March
          31, 2002 and March 31, 2001 have been included.

         The results of operations for the three month periods ended March 31,
         2002, are not necessarily indicative of the results to be expected for
         the full year ended December 31, 2002.


2.       STOCKHOLDERS' EQUITY

         On February 1, 2002, the Company's Board of Directors declared a stock
         dividend of 0.6 shares of common stock for each share outstanding. This
         dividend is being accounted for as an 8 for 5 stock split. The basic
         and diluted weighted average number of shares outstanding and net
         income per share information for all prior reporting periods have been
         restated to reflect the effects of the dividend. A total of 406,000
         common shares existed after the dividend, comprising the 250,000 shares
         outstanding at December 31, 2001 converted into 400,000 common shares,
         and 3,750 shares issued after December 31, 2001 for underwriters fees,
         converted into 6,000 common shares.

         In addition, in March 2002, the Company increased the number of
         authorized shares for all classes of capital stock to 85,000,000 shares
         consisting of (i) 75,000,000 shares of common stock, with a $.001 par
         value and (ii) 10,000,000 shares of preferred stock, with a $.001 par
         value.



                                       4
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

As of March 31, 2002, we were in the development stage. All activity to date has
been related to our formation and proposed financing. Our ability to commence
operations is contingent upon obtaining adequate financial resources through the
public offering. As of March 31, 2002, we had not incurred any material costs or
expenses other than those associated with our formation. We closed our public
offering in May 2001.

We will use the net proceeds of the public offering principally in connection
with effecting a business combination, and structuring and consummating a
business combination (including possible payment of finder's fees or other
compensation to persons or entities which provide assistance or services). We do
not have discretionary access to any monies in the escrow account. We cannot use
the escrowed amounts to pay the costs of evaluating potential business
combinations. To the extent that common stock is used as consideration to effect
a business combination, the balance of the net proceeds of the public offering
not then expended will be used to finance the operations of a target business.
No cash compensation will be paid to any officer or director in their capacities
as such until after the consummation of the first business combination. Since we
do not expect our present management to remain involved after the merger is
completed, we have no ability to determine what remuneration, if any, will be
paid to managers after the merger.

On February 1, 2002, we executed an agreement with RxBazaar, Inc., a Delaware
corporation, to acquire RxBazaar by merging a wholly-owned subsidiary of ours
into RxBazaar. In the merger we will become obligated to issue:

o        .7 shares of our common stock for each issued and outstanding
         share of RxBazaar common stock, .7 shares of Series A Preferred Stock
         for each issued and outstanding share of RxBazaar Series A Preferred
         Stock, and 1 share of Series B Preferred Stock for each issued and
         outstanding share of RxBazaar Series B Preferred Stock;

o        up  to  1,834,653  shares  of  our  common  stock  upon  exercise  of
         outstanding options and warrants to purchase RxBazaar common stock; and

o        up to 2,363,118 additional shares of our common stock, if the    merged
         company meets earnings targets in the first or second year after  the
         merger.

Assuming 100% of the investors in the offering reconfirm their investment, and
assuming conversion of all shares of preferred stock into common stock, then
after the merger it is expected that pre-merger SB Merger stockholders will own
approximately 7% of the outstanding shares of the new merged company, or
approximately 5% after giving effect to the exercise of all outstanding options
and warrants, or approximately 4% giving additional effect to the issuance of
additional shares that may become issuable to RxBazaar stockholders upon the
achievement of certain earnings targets. There is currently no market for our
common stock.

                                        5
<PAGE>

We believe, after examining RxBazaar's business plan, interviewing its
management, and examining its products and services, that RxBazaar can
successfully compete with other companies in the pharmaceutical distribution
industry.

In the event that we do not effect a business combination by July 28, 2002, we
will distribute to the then holders of common stock acquired as part of the
shares sold in the public offering the amount held in the escrow account,
without interest.

Special Note Regarding Forward-Looking Information

Certain statements contained in this Plan of Operation, including information
with respect to RxBazaar's business plans, constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. For this purpose, any statements contained
herein that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, the words
"believes,"  "plans," "expects," and similar expressions are intended to
identify  forward-looking statements. There are a number of important factors
that could cause results to differ materially from those indicated by such
forward-looking statements. These factors include those set forth below under
the heading "Risk Factors" in the proxy statement/prospectus included in our
post-effective amendment to its registration statement on Form SB-2 (File
No-333-39044)









                                        6
<PAGE>

                           PART II - OTHER INFORMATION

                                 SB Merger Corp.

                                 March 31, 2002


Item 1.  Legal Proceedings-

         The Company is not a party to any legal proceedings.

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults Upon Senior Securities

         None

Item 4. Submission of Matters to a Vote of Security Holders

        Not applicable

Item 5. Other Information

        Not applicable

Item 6. Exhibits and Reports on Form 8-K

        Exhibits:

           None

        Reports on Form 8-K:

            No reports on Form 8-K were filed during the quarter ended March 31,
            2002.



                                        7
<PAGE>

                                   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:


                                                  SB Merger Corp.
                                                  Registrant

                                                  /s/ Richard L. Campbell
                                                  ----------------------------
Date: May 15, 2002                                By: Richard L. Campbell
                                                  Acting Chief Financial Officer










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