================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended:  June 30, 2003

[ ]  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 5-78407

                           ---------------------------

                                 RXBAZAAR, INC.
        (Exact name of small business issuer as specified in its charter)

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

                            1385 Kemper Meadow Drive
                              Cincinnati, OH 45240
                    (Address of principal executive offices)

                                 (781) 449-4962
                (Issuer's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) 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 July 31, 2003 was 6,160,280.

Transitional Small Business Disclosure Format (check one)     Yes        No   X
                                                                   ---       ---

================================================================================


<PAGE>


                                 RXBAZAAR, INC.

                                   FORM 10-QSB

                                  JUNE 30, 2003

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          NUMBER

Facing Page....................................................................1
Table of Contents..............................................................2

PART I.  FINANCIAL INFORMATION*

Item 1.  Financial Statements:

         Condensed Consolidated Balance Sheets.................................3
         Condensed Consolidated Statements of Loss.............................4
         Condensed Consolidated Statements of Changes In Stockholders'
         Equity (Deficit)......................................................5
         Condensed Consolidated Statements of Cash Flows.......................6
         Notes To Condensed Consolidated Financial Statements..................7

Item 2.  Management's Discussion and Analysis or Plan of Operation............11

Item 3.  Controls and Procedures..............................................14

PART II - OTHER INFORMATION

Item 5.  Other Information....................................................15

Item 6.  Exhibits and Reports on Form 8-K.....................................15

SIGNATURES....................................................................16

CERTIFICATIONS................................................................17


----------------
(*)  The financial information at December 31, 2002 has been derived from the
     audited financial statements at that date and should be read in conjunction
     therewith. All other financial statements are unaudited.


                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                          RXBAZAAR, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS

                                                                     June 30,        December 31,
                                                                       2003              2002
                                                                   -------------     ------------
<S>                                                                <C>               <C>
Current assets:
   Cash and cash equivalents                                       $      12,568     $    480,228
   Accounts receivable - less allowance for doubtful accounts
     of $299,096 and $394,996                                          3,081,194        3,922,853
   Inventory                                                           3,313,925        3,776,323
   Prepaid expenses and other current assets                             167,821          159,028
                                                                   -------------     ------------
         Total current assets                                          6,575,508        8,338,432
                                                                   -------------     ------------

Property and equipment, net                                              468,834          573,103
                                                                   -------------     ------------

Other assets:
   Deferred financing costs, net                                         112,806          185,148
   Customer lists, net of accumulated amortization of $989,800
     and $777,700                                                      1,131,183        1,343,283
   Deposits                                                               16,543           16,543
                                                                   -------------     ------------
         Total other assets                                            1,260,532        1,544,974
                                                                   -------------     ------------
                                                                   $   8,304,874     $ 10,456,509
                                                                   =============     ============
</TABLE>



<TABLE>
<CAPTION>
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<S>                                                                <C>               <C>
Current liabilities:
   Notes payable                                                   $   4,890,722     $  3,781,416
   Accounts payable                                                    4,871,450        4,502,798
   Accrued expenses and other current liabilities                        737,405          631,049
   Preferred dividends payable                                           479,442          479,442
                                                                   -------------     ------------
         Total current liabilities                                    10,979,019        9,394,705
Long-term debt                                                         1,085,876        2,250,000
                                                                   -------------     ------------
         Total liabilities                                            12,064,895       11,644,705
                                                                   -------------     ------------

Stockholders' equity (deficit):
   Preferred stock, at liquidation value, $.001 par value,
     10,000,000 shares authorized:
     Series A, 345,333 shares issued                                   3,700,000        3,700,000
   Common stock, $.001 par value, 75,000,000 shares authorized,
     6,160,280 shares issued                                               6,160            6,160
   Additional paid-in capital                                         10,239,626       10,222,966
   Accumulated deficit                                               (17,673,360)     (15,066,231)
   Unearned stock-based compensation                                     (32,447)         (51,091)
                                                                   -------------     ------------
         Total stockholders' deficit                                  (3,760,021)      (1,188,196)
                                                                   -------------     ------------
                                                                   $   8,304,874    $  10,456,509
                                                                   =============    =============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                       3
<PAGE>


<TABLE>
<CAPTION>
                          RXBAZAAR, INC. AND SUBSIDIARY
                    CONDENSED CONSOLIDATED STATEMENTS OF LOSS
                                   (UNAUDITED)

                                                                   Three Months Ended                 Six Months Ended
                                                                        June 30,                          June 30,
                                                           -----------------------------      ------------------------------
                                                                2003            2002               2003             2002
                                                           -------------    ------------      -------------     ------------
<S>                                                        <C>              <C>               <C>               <C>
Sales, net                                                 $  11,259,881    $  5,544,776      $  23,874,209     $  9,159,122
Cost of sales                                                 10,655,517       4,986,873         22,531,076        7,945,833
                                                           -------------    ------------      -------------     ------------
         Gross profit                                            604,364         557,903          1,343,133        1,213,289
                                                           -------------    ------------      -------------     ------------

Operating expenses:
   Sales and marketing                                           385,966         337,889            807,849          677,972
   Information technology                                        161,606         186,135            307,597          389,865
   General and administrative                                  1,336,497       1,249,697          2,571,275        2,709,446
                                                           -------------    ------------      -------------     ------------
         Total operating expenses                              1,884,069       1,773,721          3,686,721        3,777,283
                                                           -------------    ------------      -------------     ------------

         Operating loss                                       (1,279,705)     (1,215,818)        (2,343,588)      (2,563,994)
                                                           -------------    ------------      -------------     ------------

Other income (expense):
   Interest and financing expense                               (209,381)       (212,733)          (377,680)        (454,806)
   Miscellaneous income (expense), net                            71,344          49,347            114,139          148,592
                                                           -------------    ------------      -------------     ------------
         Other income (expense), net                            (138,037)       (163,386)          (263,541)        (306,214)
                                                           -------------    ------------      -------------     ------------

         Net loss                                             (1,417,742)     (1,379,204)        (2,607,129)      (2,870,208)

Dividends on preferred stock                                          --         152,869                 --          226,869
                                                           -------------    ------------      -------------     ------------

         Net loss applicable to common stock               $  (1,417,742)   $ (1,532,073)     $  (2,607,129)    $ (3,097,077)
                                                           =============    ============      =============     ============

Net loss per share - basic                                 $      (0.23)    $      (0.46)     $       (0.42)    $      (0.93)
                                                           =============    ============      =============     ============

Weighted average shares outstanding                            6,160,280       3,333,969          6,160,280        3,333,969
                                                           =============    ============      =============     ============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                       4
<PAGE>


<TABLE>
<CAPTION>
                          RXBAZAAR, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
                         STOCKHOLDERS' EQUITY (DEFICIT)
                     SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)


                                                         Common Stock                                      Unearned
                                         Preferred    ------------------     Additional     Accumulated   Stock-based
                                           Stock       Shares     Amount   Paid-in Capital    Deficit     Compensation      Total
                                        -----------   ---------   ------   --------------- -------------  ------------  ------------
<S>                                     <C>           <C>         <C>      <C>             <C>              <C>         <C>
Balance, December 31, 2001              $ 3,700,000   3,333,969   $3,334   $  5,886,529    $ (10,053,655)   $(96,394)   $  (560,186)
Sale of preferred stock                   4,175,000          --       --       (160,500)              --          --      4,014,500
Stock options and warrants issued                --          --       --        146,250               --          --        146,250
Amortization of unearned compensation            --          --       --             --               --      18,642         18,642
Forfeiture of unearned compensation              --          --       --         (8,016)              --       8,016             --
Preferred dividends accrued                      --          --       --             --         (226,869)         --       (226,869)
Net loss                                         --          --       --             --       (2,870,208)         --     (2,870,208)
                                        -----------   ---------   ------   ------------    -------------    --------    -----------
Balance, June 30, 2002                  $ 7,875,000   3,333,969   $3,334   $  5,864,263    $ (13,150,732)   $(69,736)   $   522,129
                                        ===========   =========   ======   ============    =============    ========    ===========

Balance, December 31, 2002              $ 3,700,000   6,160,280   $6,160   $ 10,222,966    $ (15,066,231)   $(51,091)   $(1,188,196)
Stock warrants issued                            --          --       --         16,660               --          --         16,660
Amortization of unearned compensation            --          --       --             --               --      18,644         18,644
Net loss                                         --          --       --             --       (2,607,129)         --     (2,607,129)
                                        -----------   ---------   ------   ------------    -------------    --------    -----------
Balance, June 30, 2003                  $ 3,700,000   6,160,280   $6,160   $ 10,239,626    $ (17,673,360)   $(32,447)   $(3,760,021)
                                        ===========   =========   ======   ============    =============    ========    ===========
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                       5
<PAGE>


<TABLE>
<CAPTION>
                          RXBAZAAR, INC. AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                        Six Months Ended
                                                                                            June 30,
                                                                                ------------------------------
                                                                                     2003             2002
                                                                                --------------   ----------------
<S>                                                                             <C>              <C>
Cash flows from operating activities:
   Net loss                                                                     $ (2,607,129)    $ (2,870,208)
   Adjustments to reconcile net loss to net cash provided by (used for)
     operating activities:
     Depreciation and amortization                                                   393,990          507,091
     Amortization of unearned compensation                                            18,644           18,642
     Stock options and warrants issued for services                                    1,260           82,500
     (Increase) decrease in operating assets:
         Accounts receivable                                                         841,659         (492,378)
         Inventory                                                                   462,398          881,497
         Prepaid expenses and other current assets                                    (8,793)         (95,859)
     Increase (decrease) in operating liabilities:
         Accounts payable                                                            368,652         (511,652)
         Accrued expenses and other current liabilities                              106,356          330,147
                                                                                ------------     ------------
                  Net cash provided by (used for) operating activities              (422,963)      (2,150,220)
                                                                                ------------     ------------

Cash flows from investing activities:
   Purchase of property and equipment                                                 (4,003)         (19,885)
   Increase in deposits                                                                   --           (6,679)
                                                                                ------------     ------------
                  Net cash provided by (used for) investing activities                (4,003)         (26,564)
                                                                                ------------     ------------

Cash flows from financing activities:
   Increase in deferred acquisition costs                                                 --          (39,599)
   Net change in line of credit                                                   (1,140,694)        (657,719)
   Proceeds from notes payable and warrants                                        1,100,000          375,000
   Payments on notes payable                                                              --          (25,000)
   Proceeds from sale of stock                                                            --        2,914,500
                                                                                ------------     ------------
                  Net cash provided by (used for) financing activities               (40,694)       2,567,182
                                                                                ------------     ------------
Net change in cash and cash equivalents                                             (467,660)         390,398
Cash and cash equivalents at beginning period                                        480,228          176,840
                                                                                ------------     ------------

Cash and cash equivalents at end of period                                      $     12,568     $    567,238
                                                                                ============     ============

Supplemental cash flow information:
   Interest paid                                                                $    287,985     $    278,814
   Preferred dividends accrued                                                            --          226,869
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                       6
<PAGE>


                          RXBAZAAR, INC. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BUSINESS AND BASIS OF PRESENTATION

     RxBazaar, Inc. (the "Company" or "RxBazaar"), formerly known as SB Merger
     Corp., was incorporated January 3, 2000 in the State of Delaware. On July
     26, 2002, the Company completed its merger with RxB, Inc. ("RxB") and the
     historical financial statements of RxB became the historical financial
     statements of the combined entity. RxB, formerly known as RxBazaar, Inc.,
     was incorporated on October 25, 1999 in the State of Delaware. On
     September 30, 2002, RxB was merged into the Company. The Company
     distributes brand and generic pharmaceuticals and other medical supplies.
     On February 23, 2001, RxB acquired a wholly-owned subsidiary, FPP
     Distribution, Inc. ("FPP") which was formerly known as Superior
     Pharmaceutical Company. FPP distributes brand and generic pharmaceuticals.
     All significant intercompany balances and transactions have been eliminated
     in consolidation.

     The results of operations for the periods reported are not necessarily
     indicative of those that may be expected for a full year. In the opinion of
     management, all adjustments (consisting only of normal recurring
     adjustments) which are necessary for a fair statement of operating results
     for the interim periods presented have been made.

     The financial information included in this report has been prepared in
     conformance with the accounting policies reflected in the financial
     statements included in the Company's Annual Report on Form 10-KSB for the
     year ended December 31, 2002 filed with the Securities and Exchange
     Commission.

     REVERSE STOCK SPLIT AND MERGER RATIO

     On January 31, 2002, RxB's stockholders approved a 1-for-5 reverse stock
     split of the common shares. On July 26, 2002, in connection with the merger
     agreement with RxBazaar, RxB's stockholders approved a merger ratio in
     which 0.7 shares of RxBazaar common stock were issued for each share of RxB
     common stock. All common stock information presented herein has been
     retroactively adjusted to reflect the 1-for-5 reverse stock split and the
     0.7-for-1 merger ratio.

     USE OF ESTIMATES

     In preparing consolidated financial statements in conformity with
     accounting principles generally accepted in the United States of America,
     management is required to make estimates and assumptions that affect the
     reported amounts of assets and liabilities as of the balance sheet date and
     reported amounts of revenues and expenses during the reporting period. Such
     estimates relate primarily to the carrying values of accounts receivable
     and inventory, the estimated lives of property and equipment, the value of
     intangible assets, the valuation reserve on deferred taxes and the value of
     equity instruments issued. Actual results could differ from those
     estimates.

     INVENTORY

     Inventory consists primarily of finished goods held for distribution.
     Inventory is valued at the lower of average cost or market on a first-in
     first-out (FIFO) method. Cost of inventories held for distribution is based
     on the purchase price net of vendor discounts and other allowances.

     STOCK-BASED COMPENSATION

     Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
     for Stock-Based Compensation," encourages all entities to adopt a fair
     value based method of accounting for employee stock compensation plans,
     whereby compensation cost is measured at the grant date based on the value


                                       7
<PAGE>


     of the award and is recognized over the service period, which is usually
     the vesting period. However, it also allows an entity to continue to
     measure compensation cost for those plans using the intrinsic value based
     method of accounting prescribed by Accounting Principles Board Opinion
     No. 25, "Accounting for Stock Issued to Employees," whereby compensation
     cost is the excess, if any, of the quoted market price of the stock at the
     grant date (or other measurement date) over the amount an employee must pay
     to acquire the stock. Stock options issued under the Company's stock option
     plans generally have no intrinsic value at the grant date, and under
     Opinion No. 25 no compensation cost is recognized for them. The Company
     does not plan to adopt the fair value accounting model for stock-based
     employee compensation under SFAS No. 123.

     The Company applies Opinion No. 25 and related interpretations in
     accounting for stock options issued to employees and directors. Had
     compensation cost for the Company's stock options issued to employees and
     directors been determined based on the fair value at the grant dates
     consistent with SFAS No. 123, the Company's net loss and net loss per share
     would have been adjusted to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
                                                           Three Months Ended June 30,         Six Months Ended June 30,
                                                     -------------------------------    -------------------------------
                                                            2003             2002             2003             2002
                                                      --------------   --------------   --------------   --------------
     <S>                                              <C>              <C>              <C>              <C>
     Net loss - as reported                           $  (1,417,742)   $  (1,379,204)   $  (2,607,129)   $  (2,870,208)
     Add stock-based employee compensation
       under APB No. 25                                       9,322            9,321           18,644           18,642
     Deduct stock-based employee
       compensation under SFAS No. 123                      (36,665)         (36,087)         (73,386)         (70,915)
                                                      -------------    -------------    -------------    -------------
     Pro forma net loss                               $  (1,445,085)   $  (1,405,970)   $  (2,661,871)   $  (2,922,481)
                                                      =============    =============    =============    =============

     Basic net loss per share - as reported           $       (0.23)   $       (0.46)   $       (0.42)   $       (0.93)
                                                      =============    =============    =============    =============

     Basic net loss per share - pro forma             $      ( 0.23)   $       (0.47)   $       (0.43)   $       (0.94)
                                                      =============    =============    =============    =============
</TABLE>


     NET LOSS PER SHARE

     Basic loss per share represents loss applicable to common stock divided by
     the weighted average number of common shares outstanding during the period.
     Diluted loss per share reflects additional common shares that would have
     been outstanding if potential dilutive common shares had been issued, as
     well as any adjustment to income that would result from the assumed
     conversion. Potential common shares that may be issued by the Company
     relate to outstanding stock options and warrants (determined using the
     treasury stock method), preferred stock and convertible debt. The assumed
     conversion of outstanding dilutive stock options, warrants and preferred
     stock would increase the shares outstanding but would not require an
     adjustment to net loss as a result of the conversion. For all periods
     presented, options, warrants, preferred stock and convertible debt were
     anti-dilutive and excluded from the net loss per share computation.

2.   PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                                             June 30,      December 31,
                                                               2003            2002
                                                          -----------      -----------

     <S>                                                  <C>              <C>
     Computer hardware and software                       $   726,175      $   722,172
     Furniture, fixtures and equipment                        280,850          280,850
     Leasehold improvements                                    28,713           28,713
                                                           -----------      -----------
                                                            1,035,738        1,031,735
     Less accumulated depreciation and amortization          (566,904)        (458,632)
                                                          -----------      -----------
                                                          $   468,834      $   573,103
                                                          ===========      ===========
</TABLE>


                                       8
<PAGE>


3.   NOTES PAYABLE

     Notes payable consist of the following:

<TABLE>
<CAPTION>
                                                                  June 30,      December 31,
                                                                    2003            2002
                                                                -----------     -----------

     <S>                                                        <C>             <C>
     Notes payable, officers and directors                      $    40,000     $    40,000
     Line-of-credit                                               2,600,722       3,741,416
     Subordinated notes payable                                   2,250,000       2,250,000
     Unsecured convertible notes                                  1,085,876               -
                                                                -----------     -----------
                       Total                                      5,976,598       6,031,416

     Less current portion                                         4,890,722       3,781,416
                                                                -----------     -----------

                       Long-term debt                           $ 1,085,876     $ 2,250,000
                                                                ===========     ===========
</TABLE>


     NOTES PAYABLE, OFFICERS AND DIRECTORS

     In March 2000, the Company borrowed from its officers and directors under
     10% unsecured promissory notes. The notes are currently due on demand.

     LINE-OF-CREDIT

     On February 23, 2001, the Company and FPP entered into an asset-based
     line-of-credit agreement with a lender for $12,500,000 secured by a lien on
     substantially all assets. Borrowings under the line are based on eligible
     accounts receivable and inventory and have been classified as a current
     liability. The line bears interest at prime plus 1% (5.0% at June 30, 2003)
     and matures on February 23, 2004. At June 30, 2003, the Company was current
     with its payments on the line but in default of certain loan covenants.

     SUBORDINATED NOTES PAYABLE

     On February 23, 2001, in connection with the acquisition of FPP, the
     Company assumed senior subordinated notes payable totaling $2,250,000 and
     bearing interest at 13.5% per annum payable monthly. The notes mature on
     June 17, 2004. The notes payable are secured by a second lien on
     substantially all assets, were guaranteed by Able Laboratories, Inc.
     ("Able") and are subject to an inter-creditor agreement with the Company's
     asset-based lender. On June 14, 2002, Able purchased the debt. Able has the
     option to convert the debt into common stock of the Company at the current
     market value of the common stock. Able has agreed that it will not convert
     the notes if such conversion would result in Able owning more than 4.9% of
     the Company's common stock. The Company is current with its payments on
     these notes but is in default of certain loan covenants. The Company is
     prohibited from making any principal payments on the notes without the
     approval of the asset-based lender and Able has subordinated its rights
     with respect to defaults to the asset-based lender pursuant to the terms of
     the inter-creditor agreement. Management intends to refinance this debt
     with long-term financing.

     UNSECURED CONVERTIBLE NOTES

     In April 2003, the Company commenced an offering of units at a purchase
     price per unit of $100,000. Each unit consists of a $100,000 10% unsecured
     convertible promissory note due the earlier of (i) April 2005 or (ii) 90
     days after the Company raises $6 million, and a warrant to purchase 10,000
     shares of common stock at $2.75 per share exercisable through April 2008.
     The note is convertible to common stock at $2.50 per share. As of June 30,
     2003, the Company had received $1,100,000 in gross proceeds and issued
     warrants to the investors to purchase 110,000 shares. Proceeds of $15,400
     were allocated to the warrants based on their estimated fair value and
     credited to additional paid-in capital. This amount is reflected as a


                                       9
<PAGE>


     discount against the notes and will be amortized to interest expense over
     the life of the notes. The Company also issued warrants to purchase 9,000
     shares of common stock, on the same terms as the unit warrants, for
     placement services valued at $1,260 and paid legal fees and commissions of
     $72,000. The Company expensed these costs.

4.   PREFERRED STOCK

     On July 26, 2002, the holder of the Series A Preferred Stock, Able,
     received 345,333 shares of RxBazaar, Inc. Series A Preferred Stock in the
     merger. Each share of Series A Preferred Stock is convertible to one share
     of common stock and had a stated dividend of 8%. In September 2002, the
     Company issued 239,841 shares of common stock to Able in payment of
     $479,682 in accrued dividends. Able is entitled to receive additional
     shares of common stock, if Able receives less than $479,682 in proceeds on
     the sale of the 239,841 dividend shares. After Able receives $479,682 in
     proceeds from the sale of dividend shares, any unsold dividend shares will
     be returned to the Company. As a result of the indeterminate number of
     shares to be issued, the Company has recorded the issuance of the 239,841
     shares at their par value of $240 and has a remaining dividend payable of
     $479,442 as of June 30, 2003. The dividend payable liability will be
     reduced and additional paid-in capital will be increased based on proceeds
     from sales of dividend shares received by Able. Able has waived its right
     to future dividends on the Series A Preferred Stock in exchange for the
     Company agreeing to register for resale the dividend shares, 238,000 shares
     of common stock held by Able and the common stock issuable on conversion of
     the Series A Preferred Stock. The Company has filed a registration
     statement for these shares which was declared effective. Able has also
     agreed that it will not convert any convertible securities, if such
     conversion would result in Able owning more than 4.9% of the issued and
     outstanding common stock of the Company.

5.   SUBSEQUENT EVENTS

     As of August 11, 2003, the Company received an additional $160,000 in
     proceeds from the sale of unsecured convertible notes and warrants.


                                       10
<PAGE>


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

          OVERVIEW

          We distribute brand and generic pharmaceutical and medical products,
through both our on-line market and through traditional distribution activities
such as:

          o    direct sales, conducted by a staff of direct sales telemarketing
               employees who actively call and market to independent
               pharmacists, nursing homes and small regional chains; and

          o    corporate and government sales, marketing to group purchasing
               organizations, pharmacy chains and federal, state and local
               government agencies.

          We launched our www.rxbazaar.com website, and commenced sales, in
April 2000. Our initial operations were funded through loans from officers and
directors and private placements of common stock. We also arranged for FPP
Distribution, Inc., then known as Superior Pharmaceutical Company, to act as our
fulfillment center for all of our sales. FPP Distribution was a wholly-owned
subsidiary of Able Laboratories, Inc. We purchased FPP Distribution on February
23, 2001 for $4,000,000 in cash and the assumption of $2,250,000 in subordinated
debt. At the same time, we entered into a $12,500,000 line of credit, secured by
all of our assets. On completion of the FPP Distribution acquisition, we lacked
sufficient working capital to operate our business. We continued to seek
additional financing.

          CRITICAL ACCOUNTING POLICIES

          Our significant accounting policies are more fully described in Note 1
to our condensed consolidated financial statements included in this Quarterly
Report and in Note 1 to our consolidated financial statements included in our
Annual Report on Form 10-KSB for the year ended December 31, 2002 filed with the
Securities and Exchange Commission. However, certain of our accounting policies
are particularly important to the portrayal of our financial position and
results of operations and require the application of significant judgment by our
management; as a result, they are subject to an inherent degree of uncertainty.
In applying these policies, our management makes estimates and judgments that
affect the reported amount of assets, liabilities, revenues and expenses and
related disclosures. Those estimates and judgments are based on management's
historical experience, the terms of existing agreements, our observance of
trends in the industry, information that we obtain from our customers and
outside sources, and on various other assumptions that we believe to be
reasonable and appropriate under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. Our
critical accounting policies including inventory valuation, revenue recognition
and accounts receivable allowances, software development costs and impairment of
long-lived assets are each discussed in more detail in our Annual Report on
Form 10-KSB.

          RESULTS OF OPERATIONS

          Events Affecting Revenues and Results of Operations

          Our revenues and results of operations have been significantly
affected, and are likely to continue to be affected, by a shortage of working
capital. We need working capital to buy inventory, since our business depends on
having a sufficient amount of enough different products to attract customers and
generate sales. The sale of $4,175,000 of Series B Preferred Stock in the second
quarter of 2002 significantly improved our working capital. With the additional
working capital generated by our sale of Series B Preferred Stock, we were able
to increase our inventory purchases and we were able to attract additional
potential sellers of products to post items for sale on the rxbazaar.com
website. As of April 1, 2002, we had 693 different products posted for sale on
our website, with a total listed sales value of $4.7 million. Following
completion of our private placement of Series B Preferred Stock, as of June 30,
2003, we had improved the breadth of product offerings posted on the website to
a total of 5,455 different items with a total listed value of approximately $436
million. Management believes that the increase in items posted for sale is an
indication of continued and growing interest in our online marketplace among


                                       11
<PAGE>


potential sellers, and makes the site more attractive to buyers. The increase in
items posted for sale, however, does not directly effect our financial condition
or results of operations. Unless we are able to attract additional buyers to our
website and increase sales, we will not be able to operate profitably.

          At December 31, 2002 our auditors expressed doubt about our ability to
continue as a going concern. Management has been addressing this issue by
raising additional working capital through one or more private offerings of our
securities to strengthen our financial condition and support our growth. If we
are able to generate sufficient working capital by selling our securities, then
management hopes to conduct operations on a profitable basis and to generate
additional working capital for operations. However, we can give no assurance
that we will be able to raise the necessary capital to sustain our operations or
ever operate profitably.

          Three Months Ended June 30, 2003 Compared to Three Months Ended
          June 30, 2002

          Net sales for the three months ended June 30, 2003 were $11,259,881
compared to $5,544,776 for the three months ended June 30, 2002. The $5,715,105
or 103.1% increase is due to an improvement in our ability to adequately stock
our warehouse and our growing internet sales and greater recognition in the
market place. Our internet sales were $6,757,176 or 60.0% of net sales for the
three months ended June 30, 2003 compared to $2,180,467 or 39.3% of net sales
for the three months ended June 30, 2002.

          Cost of sales for the three months ended June 30, 2003 was $10,655,517
or 94.6% of net sales, compared to $4,986,873 or 89.9% of net sales for the
three months ended June 30, 2002. The decrease in the gross profit margin is a
result of the product mix for the quarter. In 2003, we sold primarily brand
pharmaceuticals which have lower gross margins. These sales have increased our
customer base and attracted buyers to our internet site. Our margins are
affected by our ability to buy pharmaceutical products at favorable prices and
the mix of products between brand and generic pharmaceuticals.

          Sales and marketing expenses for the three months ended June 30, 2003
were $385,966 or 3.4% of sales compared to $337,889 or 6.1% of sales for the
three months ended June 30, 2002. These expenses include the salaries and
commissions of our telemarketing staff, advertising and trade show expenses. The
$48,077 increase in expenses is primarily due to a $49,893 increase in salaries
and commissions resulting from our 103.1% increase in sales.

          Information technology expenses were $161,606 for the three months
ended June 30, 2003 compared to $186,135 for the three months ended June 30,
2002. These expenses include the salaries of information technology staff and
other technology costs. The $24,529 decrease in expenses is primarily due to a
decrease of $16,511 in salaries. Salaries decreased as a result of a decrease in
staff.

          General and administrative expenses for the three months ended
June 30, 2003 were $1,336,497 compared to $1,249,697 for the three months ended
June 30, 2002. The $86,800 increase in expenses is primarily due to an increase
of $50,726 in travel expenses.

          Other income (expense) for the three months ended June 30, 2003 was
$(138,037) compared to $(163,386) for the three months ended June 30, 2002.
Interest and financing expenses decreased to $209,381 for the three months ended
June 30, 2003 compared to $212,733 for the three months ended June 30, 2002. The
$3,352 decrease in interest expense is primarily due to decreased interest on
the debt which was converted to Series B Preferred Stock during the 2002 second
quarter offset by the interest expense on our new unsecured convertible debt.
Miscellaneous income increased to $71,344 for the three months ended June 30,
2003 compared to $49,347 for the three months ended June 30, 2002. The increase
in miscellaneous income is primarily due to information technology consulting
fees of $71,104 earned in the current period compared to fees of $44,375 earned
in the prior period.

          We incurred a net loss for the three months ended June 30, 2003 of
$1,417,742 compared to a net loss of $1,379,204 for the three months ended June
30, 2002. Net loss applicable to common stock for the three months ended June
30, 2003 was $1,417,742 or $0.23 per share compared to $1,532,073 or $0.46 per
share for the three months ended June 30, 2002.


                                       12
<PAGE>


          Six Months Ended June 30, 2003 Compared to Six Months Ended June 30,
          2002

          Net sales for the six months ended June 30, 2003 were $23,874,209
compared to $9,159,122 for the six months ended June 30, 2002. The $14,715,087
or 160.7% increase is due to an improvement in our ability to adequately stock
our warehouse and our growing internet sales and greater recognition in the
market place. Our internet sales were $15,018,955 or 62.9% of net sales for the
six months ended June 30, 2003 compared to $2,991,072 or 32.7% of net sales for
the six months ended June 30, 2002.

          Cost of sales for the six months ended June 30, 2003 was $22,531,076
or 94.4% of net sales, compared to $7,945,833 or 86.8% of net sales for the six
months ended June 30, 2002. The decrease in the gross profit margin is a result
of the product mix for the quarter. In 2003, we sold primarily brand
pharmaceuticals which have lower gross margins. These sales have increased our
customer base and attracted buyers to our internet site. Our margins are
affected by our ability to buy pharmaceutical products at favorable prices and
the mix of products between brand and generic pharmaceuticals.

          Sales and marketing expenses for the six months ended June 30, 2003
were $807,849 or 3.4% of sales compared to $677,972 or 7.4% of sales for the six
months ended June 30, 2002. These expenses include the salaries and commissions
of our telemarketing staff, advertising and trade show expenses. The $129,877
increase in expenses is primarily due to a $128,654 increase in salaries and
commissions resulting from our 160.7% increase in sales.

          Information technology expenses were $307,597 for the six months ended
June 30, 2003 compared to $389,865 for the six months ended June 30, 2002. These
expenses include the salaries of information technology staff and other
technology costs. The $82,268 decrease in expenses is primarily due to a
decrease of $52,765 in salaries. Salaries decreased as a result of a decrease in
staff.

          General and administrative expenses for the six months ended June 30,
2003 were $2,571,275 compared to $2,709,446 for the six months ended June 30,
2002. The $138,171 decrease in expenses is primarily due to decreases of $98,471
in legal fees and $256,345 in consulting fees offset by increases in other
areas.

          Other income (expense) for the six months ended June 30, 2003 was
$(263,541) compared to $(306,214) for the six months ended June 30, 2002.
Interest and financing expenses decreased to $377,680 for the six months ended
June 30, 2003 compared to $454,806 for the six months ended June 30, 2002. The
$77,126 decrease in interest expense is primarily due to decreased interest on
the debt which was converted to Series B Preferred Stock during the 2002 second
quarter. Miscellaneous income decreased to $114,139 for the six months ended
June 30, 2003 compared to $148,592 for the six months ended June 30, 2002. The
decrease in miscellaneous income is primarily due to information technology
consulting fees of $113,839 earned in the current period compared to $124,235 of
information technology fees and $22,598 of forgiveness of debt in the prior
period.

          We incurred a net loss for the six months ended June 30, 2003 of
$2,607,129 compared to a net loss of $2,870,208 for the six months ended June
30, 2002. Net loss applicable to common stock for the six months ended June 30,
2003 was $2,607,129 or $0.42 per share compared to $3,097,077 or $0.93 per share
for the six months ended June 30, 2002.

          LIQUIDITY AND CAPITAL RESOURCES

          Since inception, we have funded our working capital requirements
primarily through the sale of common and preferred stock, borrowings against our
asset-based line of credit and borrowings from accredited investors. At June 30,
2003, we had a working capital deficit of $4,403,511, compared to working
capital deficits of $1,056,273 and $1,146,273 at December 31, 2002 and 2001,
respectively. The $3,347,238 decrease in working capital from December 31, 2002
to June 30, 2003 is primarily due to the net loss of $2,607,129 and the
reclassification of our $2,250,000 in subordinated notes payable to current
liabilities being partially offset by noncash expenses and our new long-term
unsecured convertible notes. At June 30, 2003, we had a stockholders' deficit of
$3,760,021 compared to a stockholders' deficit of $1,188,196 at December 31,
2002.


                                       13
<PAGE>


          In April 2003, we commenced an offering of units at a purchase price
per unit of $100,000. Each unit consists of a $100,000 10% unsecured convertible
promissory note and a warrant to purchase 10,000 shares of common stock at $2.75
per share. The note is convertible to common stock at $2.50 per share. As of
June 30, 2003, the Company had received $1,100,000 in gross proceeds. As of
August 11, 2003, we raised an additional $160,000 in gross proceeds. During
2002, we raised $4,175,000 through the sale of preferred stock, including the
conversion of $1,100,000 of debt and accrued expenses into preferred stock.

          In September 2002, we issued 239,841 shares of common stock to Able
Laboratories in payment of $479,682 in accrued dividends on our Series A
Preferred Stock. We agreed to issue Able additional shares of common stock if
Able receives less than $479,682 in proceeds from the sale of these shares and
Able agreed to return any unsold shares after Able receives proceeds totaling
$479,682. As a result of the indeterminate number of shares to be issued, the
Company has recorded the issuance of the 239,841 shares at their par value of
$240 and has a remaining dividend payable of $479,442 as of June 30, 2003. The
dividend payable liability will be reduced and additional paid-in capital will
be increased based on proceeds from sales of dividend shares received by Able.
Able has waived its right to future dividends on the Series A Preferred Stock.
The Company has no obligation to pay cash dividends on preferred stock.

          Based on our operating plans, management believes that as of July 31,
2003, our borrowing ability under our asset-based line of credit, will be
sufficient to fund our working capital needs for the next three months. We are
currently seeking to raise additional capital through the private placement of
debt or equity securities to a limited group of qualified investors. We also
plan to continue to seek additional financing to pay off our subordinated notes
and improve our overall financial condition. However, we can give no assurance
that we will be able to obtain such financing on satisfactory terms, and if we
are successful in obtaining financing it might be highly dilutive to current
stockholders. Our failure to obtain additional financing on satisfactory terms
could require us to curtail our operations and could have a potential adverse
impact on our results of operations.

          FORWARD-LOOKING STATEMENTS

          The Company is including the following cautionary statement in this
Quarterly Report on Form 10-QSB to make applicable and take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
for any forward-looking statements made by, or on behalf of, the Company.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements which are other than statements of historical facts. Certain
statements contained herein are forward-looking statements and accordingly
involve risks and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward-looking statements. The
Company's expectations, beliefs and projections are expressed in good faith and
are believed by the Company to have a reasonable basis, including without
limitation, management's examination of historical operating trends, data
contained in the Company's records and other data available from third parties,
but there can be no assurance that management's expectations, beliefs or
projections will result or be achieved or accomplished. In addition to other
factors and matters discussed elsewhere herein, reference is made to the section
"Risk Factors" beginning on page 7 to the Prospectus, dated September 30, 2002,
to the Company's Form SB-2 (No. 333-99403). The Company disclaims any obligation
to update any forward-looking statements to reflect events or circumstances
after the date hereof.

ITEM 3.   CONTROLS AND PROCEDURES

          (a)  Disclosure controls and procedures. Our disclosure controls and
procedures are controls and other procedures we designed to help us record,
process, summarize and report in a timely manner the information we must
disclose in reports that we file with or submit to the SEC. Within 90 days
before filing this report, we evaluated the effectiveness of the design and
operation of our disclosure controls and procedures. C. Robert Cusick, our Chief
Executive Officer, and Bruce Warwick, our Treasurer, supervised and participated
in this evaluation. Based on this evaluation, the evaluating officers concluded
that, as of the date of their evaluation, our disclosure controls and procedures
were effective.


                                       14
<PAGE>


          (b)  Internal controls. Since the date of the evaluation described
above, we have not made any significant changes in our internal controls
relating to accounting and financial reporting or in other factors that could
significantly affect those controls.



                           PART II - OTHER INFORMATION

ITEM 4.   ITEM 5.  OTHER INFORMATION

          Our Chief Executive Officer and our Treasurer have furnished to the
Securities and Exchange Commission the certification with respect to this Report
that is required by Section 906 of the Sarbanes-Oxley Act of 2002.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     Exhibits:

     10.1   Form of Subscription Agreement (filed as Exhibit 10.1 to
            Registrant's Form 10-QSB for the quarter ended March 31, 2003, and
            incorporated herein by reference thereto)

     10.2   Form of 10% Unsecured Convertible Bridge Note (filed as Exhibit 10.2
            to Registrant's Form 10-QSB for the quarter ended March 31, 2003,
            and incorporated herein by reference thereto)

     10.3   Form of Common Stock Purchase Warrant (filed as Exhibit 10.3 to
            Registrant's Form 10-QSB for the quarter ended March 31, 2003, and
            incorporated herein by reference thereto)

     31.1*  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
            2002 (CEO)

     31.2*  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act
            of 2002 (Treasurer)

     32.1*  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002 (CEO)

     32.2*  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
            2002 (Treasurer)

     *Filed herewith

     Reports on Form 8-K:

     None.


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<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.

                                          RXBAZAAR, INC.
                                          Registrant


                                          By: /s/ C. Robert Cusick
                                              ----------------------------------
                                              C. Robert Cusick
                                              Chairman and Chief Executive
                                                 Officer
                                              (Principal Executive Officer)


                                          By: /s/ Bruce C. Warwick
                                              ----------------------------------
                                              Bruce C. Warwick
                                              Treasurer
                                              (Principal Financial and
                                                 Accounting Officer)

Date:  August 14, 2003


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