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             September 30,  2001
                               -------------------------------

[  ]     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.)

                       5860 Sterling Dr. Howell Michigan    48843
                  (Address of principal executive offices) (Zip Code)


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

                 305 East Grand River, Brighton Michigan 48116
         ----------------------------------------------
(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 September 30, 2001 was 250,000.

Transitional Small Business Disclosure Format (check one) YES       NO   X
                                                             ------   ---------



<PAGE>


                                 SB MERGER CORP.
                          (a Development Stage Company)

                                   FORM 10-QSB

                               SEPTEMBER 30, 2001

                                      INDEX



                                                                           Page
                                                                          Number

PART I - FINANCIAL INFORMATION

         Item 1 - Financial Statements

                  Balance Sheet                                               1
                  Statements of Operations                                    2
                  Statements of Cash Flows                                    3
                  Notes to Financial Statements                           4 - 5

         Item 2 - Management's Discussion and Analysis or
                           Plan of Operation                                  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 Company)

                                  BALANCE SHEET

                               SEPTEMBER 30, 2001

                                   (UNAUDITED)




                                     ASSETS


Cash                                                            $         2,424
Restricted cash                                                         125,000
                                                                  --------------
                                                                $       127,424
                                                                  ==============



                      LIABILITIES AND STOCKHOLDER'S EQUITY

Accounts payable                                                $         2,820
                                                                  --------------



STOCKHOLDERS' EQUITY

Preferred Stock, $.01 par value,
 authorized 500,000 shares; none issued and outstanding                       -

Common stock, $.001 par value, authorized 2,000,000 shares
 Issued and outstanding 250,000 shares                                      250

Paid in capital                                                         154,750

Deficit accumulated during the development stage                        (30,396)
                                                                  --------------
                                                                        124,604
                                                                  --------------
                                                                $       127,424
                                                                  ==============


                       See notes to financial statements.

                                        1
<PAGE>
                                 SB MERGER CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)
<TABLE>
<CAPTION>



                                          Three months ended September 30,   Nine months ended September 30,    January 3, 2000
                                          ------------------------------     -------------------------------        (inception)
                                              2001             2000              2001             2000         to September 30, 2001
                                          --------------   -------------     --------------   --------------   -------------------
<S>                                               <C>                                <C>              <C>                  <C>
Revenue                                 $             -  $            -    $             -  $             -  $                  -

General and administrative expenses               2,579               -              8,132            1,182                30,396
                                          --------------   -------------     --------------   --------------   -------------------

Net Loss                                $        (2,579) $            -    $        (8,132) $        (1,182) $            (30,396)
                                          ==============   =============     ==============   ==============   ===================

Basic and diluted loss per share        $         (0.01) $            -    $         (0.04) $         (0.03) $              (0.21)
                                          ==============   =============     ==============   ==============   ===================

Basic and diluted weighted average shares       250,000         125,000            194,444           96,111               142,381
                                          ==============   =============     ==============   ==============   ===================

</TABLE>





                       See notes to financial statements.

                                        2
<PAGE>
                                 SB MERGE CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>





                                                             Nine months ended September 30,          January 3, 2000
                                                          --------------------------------------         (inception)
                                                                2001                 2000           to September 30, 2001
                                                          -----------------    -----------------   ------------------------



CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                     <C>                  <C>                 <C>
     Net loss                                           $           (8,132)  $           (1,182) $                 (30,396)

     Changes in liabilities:
         Accounts payable                                            2,820                    -                      2,820
         Accrued expenses                                           (1,963)                   -                          -
                                                          -----------------    -----------------   ------------------------
NET CASH USED IN OPERATING ACTIVITIES                               (7,275)              (1,182)                   (27,576)
                                                          -----------------    -----------------   ------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from the sale of common stock                              -               30,000                     30,000
                                                          -----------------    -----------------   ------------------------

NET INCREASE (DECREASE) IN CASH                                     (7,275)              28,818                      2,424

Cash, beginning of period                                            9,699                    -                          -
                                                          -----------------    -----------------   ------------------------

Cash, end of period                                     $            2,424   $           28,818  $                   2,424
                                                          =================    =================   ========================


</TABLE>



                       See notes to financial statements.

                                        3





<PAGE>



                                 SB MERGER CORP.
                          (a Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)


1.        FORMATION OF COMPANY

          SB Merger  Corp.  (the  "Company")  was  incorporated  in the state of
          Delaware on January 3, 2000. The Company intends to serve as a vehicle
          to  effect  a  business  combination  with a target  company  (not yet
          identified)  that the Company  believes will have  significant  growth
          potential.  The  Company  intends to utilize  the net  proceeds of its
          initial public offering, equity securities,  debt securities, bank and
          other  borrowings  or a  combination  thereof in  effecting a business
          combination.

2.        BASIS OF PRESENTATION

          The accompanying  unaudited condensed  financial  statements have been
          prepared in accordance  generally accepted  accounting  principles for
          interim  financial  information  and the  instructions to Form 10-QSB.
          Accordingly  they do not include all of the  information and footnotes
          required by  generally  accepted  accounting  principles  for complete
          financial  statements.  In the opinion of management,  all adjustments
          (consisting  of  normal  accruals)  considered  necessary  for a  fair
          presentation  have been included.  Operating results for the three and
          nine  month  periods  ended  September  30,  2001 are not  necessarily
          indicative  of the results  that may be  expected  for the full fiscal
          year ended  December 31, 2001. For further  information,  refer to the
          financial statements and footnotes included in the Company's Form SB-2
          for the period January 3, 2000(inception) to December 31, 2000.

3.       RECENT ACCOUNTING PRONOUNCEMENTS

         A)         In July  2001,  the  Financial  Accounting  Standards  Board
               issued Statement of Financial  Accounting  Standards ("SFAS") No.
               141  "Business  Combinations"  and SFAS  No.  142  "Goodwill  and
               Intangible  Assets ("SFAS No.  142").  SFAS No. 141 requires that
               all  business  combinations  initiated  after  June  30,  2001 be
               accounted  for  using  the  purchase  method  of  accounting  and
               prohibits  the use of the  pooling-of-interests  method  for such
               transactions. SFAS No. 142 applies to all goodwill and intangible
               assets  acquired  in  a  business  combination.   Under  the  new
               standard,  all  goodwill,   including  goodwill  acquired  before
               initial application of the standard,  should not be amortized but
               should  be  tested  for  impairment  at  least  annually  at  the
               reporting  level, as defined in the standard.  Intangible  assets
               other than goodwill  should be amortized  over their useful lives
               and reviewed for impairment in accordance  with SFAS no. 121. The
               new  standard  is  effective  for fiscal  years  beginning  after
               December  15,  2001.  The  Company  must adopt this  standard  on
               January 1, 2002.

                                        4
<PAGE>

         B)         In August  2001,  the FASB  issued  Statement  of  Financial
               Accounting  Standards No. 144 ("SFAS 144"),  "accounting  for the
               Impairment or Disposal of Long-lived Assets". SFAS 144 superceded
               Statement of Financial  Accounting Standards No. 121, "accounting
               for the Impairment of Long-lived Assets and Assets to be Disposed
               of" and the  accounting  and  reporting  provisions of Accounting
               Principles  Board  Opinion  No.  30,  "reporting  the  Results of
               Operations - Reporting  the Effects of Disposal of a Segment of a
               Business,  and Extraordinary,  Unusual and Infrequently Occurring
               Events and Transaction". SFAS 144 also amends Accounting Research
               Bulletin  No.  51,   "Consolidated   Financial   Statements,"  to
               eliminate the  exception to  consolidation  for a subsidiary  for
               which  control is likely to be  temporary.  The provision of SFAS
               144 will be effective for fiscal years  beginning  after December
               15, 2001.

4.        INITIAL PUBLIC OFFERING

          The  Company  filed  Form  SB-2  with  the   Securities  and  Exchange
          Commission for the issuance of 125,000 shares of common stock at $1.00
          per share.  The public  offering of  $125,000  of common  stock of the
          Company was completed in May 2001.  Continental Stock Transfer & Trust
          Company ("Continental") will hold the public offering proceeds and the
          stock  certificates of the public investors in escrow pursuant to Rule
          419 of the  Rules  and  Regulations  of the  Securities  and  Exchange
          Commission,  until  the  approval  of a  business  combination  by the
          shareholders of the Company.  If the shareholders  have not approved a
          business  combination  by July 28, 2002 all proceeds  will be promptly
          returned  to the  shareholders  and  the  stock  certificates  will be
          canceled. The proceeds have been recorded as restricted cash.











                                        5
<PAGE>

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

          We are  currently  in the  development  stage  and in the  process  of
          raising  capital.  All  activity  to  date  has  been  related  to its
          formation and proposed  financing.  Our ability to commence operations
          is contingent upon obtaining adequate financial  resources through the
          public  offering.  As of September  30, 2001,  we had not incurred any
          material costs or expenses other than those  associated with formation
          of the company. We closed the public offering in May 2001.

          We will use the net proceeds of the public offering, together with the
          income and interest earned thereon, if any,  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  income on the monies in the escrow  account  and  stockholders
          will not receive any distribution of the income or have any ability to
          direct the use or  distribution  of any such  income.  Thus,  any such
          income will cause the amount in escrow to increase.  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 the role of
          present management after a business combination is uncertain,  we have
          no ability to determine  what  remuneration,  if any,  will be paid to
          such persons after a business combination.

          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.





                                        6
<PAGE>

                           PART II - OTHER INFORMATION

                                 SB Merger Corp.

                               September 30, 2001



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 S-K were filed during
                                        the quarter ended September 30, 2001.












                                        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 Campbell
                                                  --------------------
                                                  By: Richard L. Campbell
                                                  Acting Chief Financial Officer

Date:    November 12, 2001













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