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, 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.)


                  305 East Grand River, Brighton Michigan 10025
              (Address of principal executive offices) (Zip Code)


                                 (810)-220-1220
   -------------------------------------------------------------------------
              (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, 2001 was 125,000.

Transitional  Small  Business  Disclosure  Format  (check  one)  YES____  NO  X






<PAGE>



                                 SB Merger Corp.
                          (a Development Stage Company)
                                  BALANCE SHEET
                                 MARCH 31, 2001
                                   (UNAUDITED)


                                     ASSETS



Cash                                                                 $    3,843
                                                                     ===========


                                    STOCKHOLDERS' EQUITY




STOCKHOLDERS' EQUITY

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

Common stock, $.001 par value,
authorized  2,000,000 shares;
issued and outstanding 125,000 shares                                $      125

Paid in capital                                                          29,875
Deficit accumulated during the
         development stage                                              (26,157)
                                                                         -------

TOTAL STOCKHOLDERS' EQUITY                                           $    3,843
                                                                       =========



                       See notes to financial statements.



                                       2

<PAGE>





                                 SB Merger Corp.
                          (a Development Stage Company)

                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                             For the period from
                                     Three months ended          January 3, 2000
                                          March 31,               (inception)
                                   2001            2000        to March 31, 2001
                              --------------  --------------   -----------------



Revenues                      $       -       $       -        $      -


   General and
   administrative expenses        3,893           1,081          26,157
                                  -----           -----          ------


Net loss                          3,893           1,081          26,157
                                 ======           =====          ======


Basic and diluted
loss per share                  $( 0.03)       $  (0.03)       $  (0.24)
                                =======           ======          ======

Basic and diluted
weighted average shares         125,000          38,333         107,667
                                =======           ======         =======











                        See notes to financial statements



                                       3
<PAGE>





                                 SB Merger Corp.
                          (a Development Stage Company)

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>



                                                                          For the period from
                                              Three months  ended            January 3, 2000
                                                    March 31,                  (inception)
                                             2001             2000          to March 31, 2001
                                       --------------   --------------    -------------------

CASH FLOWS FROM
OPERATING ACTIVITIES:
<S>                                     <C>              <C>                 <C>
    Net loss                              $  (3,893)       $  (1,182)          $  (26,157)
    Changes in liabilities:
    Accrued expenses                         (1,963)               -                    -
                                          ----------      -----------         -------------
Cash Used in Operating Activities            (5,856)          (1,182)             (26,157)
                                          ----------      -----------         -------------



CASH  FLOWS FROM
FINANCING ACTIVITES:
     Proceeds from Sale of Stock                  -            5,025               30,000
                                          ----------      -----------         ------------


NET INCREASE (DECREASE)
IN CASH                                      (5,856)           3,843                3,843

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

Cash, end of period                        $  3,843           $3,843           $    3,843
                                          ==========       ==========         ============

</TABLE>






                        See notes to financial statements



                                       4

<PAGE>




                                 SB Merger Corp.
                          (a Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (unaudited)



1.        FORMATION OF COMPANY

               SB Merger Corp. (the "Company") was  incorporated in the state of
          Delaware  on  January  3,  2000.  It  intends to serve as a vehicle to
          effect  a  business  combination  with  a  target  business  (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
          months ended March 31, 2001 are 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   on  Form  10-SB  for  the  period   January  3,
          2000(inception) to December 31, 2000.


3.        INITIAL PUBLIC OFFERING

               The Company has 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.      Upon closing of the public offering of Common Stock of
          the   Company,    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.
          Continental will hold the proceeds and the stock certificates pursuant
          to Rule 419  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. To date, the Company has received approximately $80,000 from
          the offering with such proceeds are being held in escrow.


<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 March 31, 2001,
we had not incurred any material costs or expenses  other than those  associated
with formation of the company.  We currently  intend closing the public offering
in the month of 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.

                                 March 31, 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
        Reports  on  Form 8-K:  No  reports  on Form 8-K were  filed  during the
        quarter ended March 31, 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 L. Campbell
----------------------------                      ------------------------------
Date: May 10, 2001                                By: Richard L. Campbell
                                                  Acting Chief Financial Officer