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                                   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             June  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.)

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

                                  June 30, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>



                                     ASSETS

<S>                                                                                                             <C>
Cash                                                                                                    $         3,843
Restricted cash                                                                                                 125,000
                                                                                                          --------------
                                                                                                        $       128,843
                                                                                                          ==============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable                                                                                        $         1,660
                                                                                                          --------------

STOCKHOLDERS' EQUITY

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

Common stock, $.001 par value, authorized 2,00,000 shares
 Issued and outstanding 250,000 shares                                                                              250

Paid in capital                                                                                                 154,750

Deficit accumulated during the development stage                                                                (27,817)
                                                                                                          --------------
                                                                                                                127,183
                                                                                                          --------------
                                                                                                        $       128,843
                                                                                                          ==============

</TABLE>

                       See notes to financial statements

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

                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>



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


General and administrative expenses               1,660               -           5,553           1,182            27,817
                                           -------------   -------------   -------------   -------------   ---------------
Net Loss                                 $       (1,660) $            -  $       (5,553) $       (1,182) $        (27,817)
                                           =============   =============   =============   =============   ===============

Basic and diluted loss per share         $        (0.01) $            -  $        (0.03) $        (0.03) $          (0.22)
                                           =============   =============   =============   =============   ===============

Basic and dilued weighted average shares $      208,333  $      125,000  $      166,667  $       81,667  $        124,444
                                           =============   =============   =============   =============   ===============


</TABLE>












                       See notes to financial statements

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

                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


<TABLE>
<CAPTION>



                                                                      Six months ended              January 3, 2000
                                                              ---------------------------------       (inception)
                                                              June 30, 2001     June 30, 2000       to June 30, 2001
                                                              ---------------   ---------------     ------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                         <C>               <C>                 <C>
      Net loss                                              $         (5,553) $         (1,182)   $           (27,817)

      Changes in liabilities:
           Accounts payable                                            1,660                 -                  1,660
           Accrued expenses                                           (1,963)                -                      -
                                                              ---------------   ---------------     ------------------
NET CASH USED IN OPERATING ACTIVITIES                                 (5,856)           (1,182)               (26,157)
                                                              ---------------   ---------------     ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
      Proceeds from the sale of common stock                               -            30,000                 30,000
                                                              ---------------   ---------------     ------------------
NET INCREASE (DECREASE) IN CASH                                       (5,856)           28,818                  3,843

Cash, beginning of period                                              9,699                 -                      -
                                                              ---------------   ---------------     ------------------
Cash, end of period                                         $          3,843  $         28,818    $             3,843
                                                              ===============   ===============     ==================
</TABLE>











                        See notes to financial statements
                                        3

<PAGE>


                                 SB MERGER CORP.
                          (a Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 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  with  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 six  month  periods  ended  June  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 on the Company's Form SB-2
          for the period January 3, 2000(inception) to December 31, 2000.

3.        RECENT ACCOUNTING PRONOUNCEMENTS

               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>

4.        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.  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.


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 June 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.





                                       5
<PAGE>




                           PART II - OTHER INFORMATION

                                 SB Merger Corp.

                                  June 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
 Reports on Form 8-K: No reports on Form S-K were filed during the quarter ended
June 30, 2001.
















                                       6
<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
                                                         -----------------------
Date: August 14, 2001                                    By: Richard L. Campbell
                                                          Acting Chief Financial
                                                          Officer











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