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

                   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:  September 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 October 31, 2003 was 6,166,530.

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


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


<PAGE>


                                 RXBAZAAR, INC.

                                   FORM 10-QSB

                               SEPTEMBER 30, 2003

                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          NUMBER

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

PART I.   FINANCIAL INFORMATION*...............................................3

Item 1    Financial Statements.................................................3

          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...........12

Item 3    Controls and Procedures.............................................16

PART II - OTHER INFORMATION...................................................16

Item 4    Changes in Securities...............................................16

Item 5    Other Information...................................................16

Item 6    Exhibits and Reports on Form 8-K....................................16

SIGNATURES....................................................................18


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

(*)  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

                                                      September 30, December 31,
                                                          2003          2002
                                                      ------------- ------------
<S>                                                    <C>          <C>
Current assets:
  Cash and cash equivalents                           $     1,559  $   480,228
  Accounts receivable - less allowance for doubtful
   accounts of $337,033 and $394,996                    3,596,927    3,922,853
  Inventory                                             2,962,426    3,776,323
  Prepaid expenses and other current assets               235,427      159,028
                                                      -----------  -----------
      Total current assets                              6,796,339    8,338,432
                                                      -----------  -----------

Property and equipment, net                               421,265      573,103
                                                      -----------  -----------

Other assets:
  Deferred financing costs, net                            76,635      185,148
  Customer lists, net of accumulated amortization of
   $1,095,850 and $777,700                              1,025,133    1,343,283
  Deposits                                                 16,543       16,543
                                                      -----------  -----------
      Total other assets                                1,118,311    1,544,974
                                                      -----------  -----------
                                                      $ 8,335,915  $10,456,509
                                                      ===========  ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Notes payable                                       $ 5,447,560   $3,781,416
  Accounts payable                                      5,284,719    4,502,798
  Accrued expenses and other current liabilities          751,328      631,049
  Preferred dividends payable                             479,442      479,442
                                                      -----------  -----------
      Total current liabilities                        11,963,049    9,394,705
Long-term debt                                          1,280,401    2,250,000
                                                      -----------  -----------
      Total liabilities                                13,243,450   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, 6,166,530 and 6,160,280 shares issued        6,167        6,160
  Additional paid-in capital                           10,256,935   10,222,966
  Accumulated deficit                                 (18,847,512)  (15,066,231)
  Unearned stock-based compensation                       (23,125)     (51,091)
                                                      -----------  -----------
      Total stockholders' deficit                      (4,907,535)  (1,188,196)
                                                      -----------  -----------
                                                      $ 8,335,915  $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          Nine Months Ended
                                             September 30,              September 30,
                                        ------------------------   ------------------------
                                           2003         2002          2003         2002
                                        -----------  -----------   -----------  -----------
<S>                                     <C>          <C>           <C>          <C>
Sales, net                              $10,170,918  $ 9,633,553   $34,045,127  $18,792,675
Cost of sales                             9,482,113    8,752,927    32,013,189   16,698,760
                                        -----------  -----------   -----------  -----------
      Gross profit                          688,805      880,626     2,031,938    2,093,915
                                        -----------  -----------   -----------  -----------

Operating expenses:
  Sales and marketing                       414,369      430,603     1,222,218    1,108,575
  Information technology                    176,433      207,920       484,030      597,785
  General and administrative              1,104,433    1,268,911     3,675,708    3,978,357
                                        -----------  -----------   -----------  -----------
      Total operating expenses            1,695,235    1,907,434     5,381,956    5,684,717
                                        -----------  -----------   -----------  -----------

      Operating loss                     (1,006,430)  (1,026,808)   (3,350,018)  (3,590,802)
                                        -----------  -----------   -----------  -----------

Other income (expense):
  Interest and financing expense           (239,289)    (146,604)     (616,969)    (601,410)
  Miscellaneous income (expense), net        71,567      159,109       185,706      307,701
                                        -----------  -----------   -----------  -----------
      Other income (expense), net          (167,722)      12,505      (431,263)    (293,709)
                                        -----------  -----------   -----------  -----------

      Net loss                           (1,174,152)  (1,014,303)   (3,781,281)  (3,884,511)

Dividends on preferred stock                     --      181,059            --      407,928
                                        -----------  -----------   -----------  -----------

      Net loss applicable to common
      stock                             $(1,174,152) $(1,195,362)  $(3,781,281) $(4,292,439)
                                        ===========  ===========   ===========  ===========

Net loss per share - basic              $     (0.19) $     (0.32)  $     (0.61) $     (1.24)
                                        ===========  ===========   ===========  ===========
Weighted average shares outstanding       6,161,435    3,679,980     6,160,669    3,450,574
                                        ===========  ===========   ===========  ===========
</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)
                  NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (UNAUDITED)



                                                    Common Stock        Additional                   Unearned
                                    Preferred   --------------------      Paid-in     Accumulated   Stock-based
                                      Stock       Shares      Amount      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
Conversion of preferred stock      (4,175,000)  2,087,500      2,087     4,172,913             --         --            --
Conversion of preferred
   dividends                               --     332,805        333       185,835             --         --       186,168
Common stock issued in merger              --     406,006        406           (45)            --         --           361
Stock options and warrants
   issued                                  --          --         --       146,250             --         --       146,250
Amortization of unearned
   compensation                            --          --         --            --             --     27,964        27,964
Forfeiture of unearned
   compensation                            --          --         --        (8,016)            --      8,016            --
Preferred dividends accrued                --          --         --            --       (407,928)        --      (407,928)
Net loss                                   --          --         --            --     (3,884,511)        --    (3,884,511)
                                   ----------   ---------     ------   -----------   ------------   --------   -----------
Balance, September 30, 2002        $3,700,000   6,160,280     $6,160   $10,222,966   $(14,346,094)  $(60,414)  $  (477,382)
                                   ==========   =========     ======   ===========   ============   ========   ===========

Balance, December 31, 2002         $3,700,000   6,160,280     $6,160   $10,222,966   $(15,066,231)  $(51,091   $(1,188,196)
Stock issued for services                  --       6,250          7        12,493             --         --        12,500
Stock warrants issued                      --          --         --        21,476             --         --        21,476
Amortization of unearned
   compensation                            --          --         --            --             --     27,966        27,966
Net loss                                   --          --         --            --     (3,781,281)        --    (3,781,281)
                                   ----------   ---------     ------   -----------   ------------   --------   -----------
Balance, September 30, 2003        $3,700,000   6,166,530     $6,167   $10,256,935   $(18,847,512)  $(23,125)  $(4,907,535)
                                   ==========   =========     ======   ===========   ============   ========   ===========
</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)


                                                           Nine Months Ended
                                                             September 30,
                                                     ---------------------------
                                                          2003          2002
                                                     -----------    ------------
<S>                                                  <C>            <C>
Cash flows from operating activities:
  Net loss                                           $(3,781,281)   $(3,884,511)
  Adjustments to reconcile net loss to net cash
   provided by (used for) operating activities:
   Depreciation and amortization                         587,560        702,428
   Amortization of unearned compensation                  27,966         27,964
   Stock, options and warrants issued for services        15,846         82,500
   (Increase) decrease in operating assets:
      Accounts receivable                                325,926     (1,628,936)
      Inventory                                          813,897        381,643
      Prepaid expenses and other current assets          (76,399)      (116,887)
   Increase (decrease) in operating liabilities:
      Accounts payable                                   781,921      1,504,128
      Accrued expenses and other current liabilities     120,279        105,405
                                                     -----------    -----------
            Net cash provided by (used for)
            operating activities                      (1,184,285)    (2,826,266)
                                                     -----------    -----------

Cash flows from investing activities:
  Purchase of property and equipment                      (5,528)       (52,501)
  Increase in deposits                                        --         13,840
                                                     -----------    -----------
            Net cash provided by (used for)
            investing activities                          (5,528)       (38,661)
                                                     -----------    -----------

Cash flows from financing activities:
  Net change in line of credit                          (583,856)        91,022
  Proceeds from notes payable and warrants             1,295,000        375,000
  Payments on notes payable                                   --        (35,000)
  Proceeds from sale of stock                                 --      2,914,500
  Net proceeds from merger                                    --            361
                                                     -----------    -----------
            Net cash provided by (used for)
            financing activities                         711,144      3,345,883
                                                     -----------    -----------

Net change in cash and cash equivalents                 (478,669)       480,956
Cash and cash equivalents at beginning period            480,228        176,840
                                                     -----------    -----------

Cash and cash equivalents at end of period           $     1,559    $   657,796
                                                     ===========    ===========

Supplemental cash flow information:
  Interest paid                                      $   445,386    $   440,172
  Preferred dividends accrued                                 --        407,928
  Common stock issued for accrued dividends                   --        186,168
  Preferred stock issued for debt and accrued
  expenses                                                    --      1,100,000
</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. ("RxBazaar"), formerly known as SB Merger Corp., was
     incorporated January 3, 2000 in the State of Delaware. On July 26, 2002, we
     completed our 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 RxBazaar. We distribute 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 our 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 our stock option plans
     generally have no intrinsic value at the grant date, and under Opinion
     No. 25 no compensation cost is recognized for them. We do not plan to adopt
     the fair value accounting model for stock-based employee compensation under
     SFAS No. 123.

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

<TABLE>
<CAPTION>
                                           Three Months Ended          Nine Months Ended
                                             September 30,               September 30,
                                           -------------------         -----------------
                                            2003        2002           2003        2002
                                           --------   --------       ---------   --------

<S>                                  <C>           <C>            <C>           <C>
    Net loss - as reported           $(1,174,152)  $(1,014,303)   $(3,781,281)  $(3,884,511)
    Add stock-based employee
     compensation under APB No. 25         9,322         9,322         27,966        27,964
    Deduct stock-based
     employee compensation
     under SFAS No. 123                  (36,627)      (37,768)      (110,013)     (108,683)
                                     ------------  ------------   ------------  ------------
    Pro forma net loss               $(1,201,457)  $(1,042,749    $(3,863,328)  $(3,965,230)
                                     ============  ============   ============  ============

    Basic net loss per share - as    $     (0.19)  $     (0.32)   $     (0.61)  $     (1.24)
     reported                        ============  ============   ============  ============

    Basic net loss per share -       $     (0.19)  $     (0.33)   $     (0.63)  $     (1.27)
     proforma                        ============  ============   ============  ============
</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 us 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.

     RECENT ACCOUNTING PRONOUNCEMENT

     In May 2003, the Financial Accounting Standards Board issued SFAS No. 150,
     "Accounting for Certain Financial Instruments with Characteristics of both
     Liabilities and Equity." This statement establishes standards for how an
     issuer classifies and measures certain financial instruments with
     characteristics of both liabilities and equity. It requires that an issuer
     classify a financial instrument that is within its scope as a liability.
     Many of those instruments were previously classified as equity. SFAS No.
     150 is effective for financial instruments entered into or modified after
     May 31, 2003, and otherwise is effective at the beginning of the first
     interim period beginning after June 15, 2003. The adoption of this
     statement did not have any impact on our financial position or results of
     operations.


                                       8
<PAGE>


2.   PROPERTY AND EQUIPMENT

     Property and equipment consists of the following:

<TABLE>
<CAPTION>
                                             September 30,     December 31,
                                                 2003             2002
                                             -------------     -------------
<S>                                          <C>               <C>
     Computer hardware and software          $  727,700        $   722,172
     Furniture, fixtures and equipment          280,850            280,850
     Leasehold improvements                      28,713             28,713
                                             -------------     -------------
                                              1,037,263          1,031,735
     Less accumulated depreciation and
     amortization                              (615,998)          (458,632)
                                             -------------     -------------
                                             $  421,265        $   573,103
                                             =============     =============
</TABLE>

3.   NOTES PAYABLE

     Notes payable consist of the following:

<TABLE>
<CAPTION>
                                             September 30,     December 31,
                                                 2003             2002
                                             -------------     -------------
<S>                                          <C>               <C>
     Notes payable, officers and directors   $   40,000        $    40,000
     Line-of-credit                           3,157,560          3,741,416
     Subordinated notes payable               2,250,000          2,250,000
     Unsecured convertible notes              1,280,401                  -
                                             -------------     -------------
                  Total                       6,727,961          6,031,416

      Less current portion                    5,447,560          3,781,416
                                             -------------     -------------
                  Long-term debt             $1,280,401         $2,250,000
                                             =============     =============
</TABLE>

     NOTES PAYABLE, OFFICERS AND DIRECTORS

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

     LINE-OF-CREDIT

     On February 23, 2001, we 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 the default rate of prime plus 3% (7% at
     September 30, 2003) and matures on February 23, 2004. At September 30,
     2003, we were current with our payments on the line but in default of
     certain loan covenants. Our asset-based lender notified us on November 6,
     2003 that it will not renew the credit agreement on February 24, 2004.

     SUBORDINATED NOTES PAYABLE

     On February 23, 2001, in connection with the acquisition of FPP, we 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 third lien on accounts receivable and a
     second lien on substantially all other assets, were guaranteed by Able
     Laboratories, Inc. ("Able") and are subject to an inter-creditor agreement
     with our asset-based lender and Steel City (See Note 6). On June 14, 2002,
     Able purchased the debt. Able has the option to convert the debt into our
     common stock at the current market value of our common stock. Able has


                                       9
<PAGE>


     agreed that it will not convert the notes if such conversion would result
     in Able owning more than 4.9% of our common stock. We are current with our
     payments on these notes but are in default of certain loan covenants. We
     are 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, 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 due the earlier of (i) April 2005 or (ii) 90
     days after we raise $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 September 30, 2003,
     we had received $1,295,000 in gross proceeds and issued warrants to the
     investors to purchase 129,500 shares. Proceeds of $18,130 were allocated to
     the warrants based on their estimated fair value and credited to additional
     paid-in capital. This amount is reflected as a discount against the notes
     and will be amortized to interest expense over the life of the notes. We
     also issued warrants to purchase 10,950 shares of common stock, on the same
     terms as the unit warrants, for placement services valued at $1,533 and
     paid legal fees and commissions of $87,600. We expensed these costs.

4.   COMMON STOCK

     In September 2003, we issued 6,250 shares of common stock valued at $12,500
     and a warrant to purchase 6,250 shares of common stock at $2.00 per share
     exercisable through April 2007 valued at $1,813. The securities were issued
     for financial services rendered and we expensed these costs.

5.   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, we
     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 us.
     As a result of the indeterminate number of shares to be issued, we recorded
     the issuance of the 239,841 shares at their par value of $240 and have a
     remaining dividend payable of $479,442 as of September 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 our 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. We 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 our issued
     and outstanding common stock.

6.   SUBSEQUENT EVENTS

     UNSECURED CONVERTIBLE NOTES

     As of November 14, 2003, we received an additional $100,000 in proceeds
     from the sale of unsecured convertible notes and warrants.


                                       10
<PAGE>


     INVENTORY FINANCING AGREEMENT

     On October 27, 2003, we entered into a management services agreement with
     Steel City Pharmaceuticals LLC, where they agreed to maintain at least
     $4,000,000 in capital to be used by us for inventory purchases. We agreed
     to repay Steel City its purchase price for the inventory plus the greater
     of (i) 30% of the gross profit on our resale of such inventory or (ii) a
     20% annual percentage return for the period that their capital is used by
     us. We also agreed to pay Steel City a commitment fee of $50,000 per month
     during the term of the agreement. Commitment fees are subject to adjustment
     to the extent that the aggregate sum paid by us under the agreement would
     exceed $1,200,000 on an annualized basis. Steel City has been granted a
     second lien on our accounts receivable subject to an inter-creditor
     agreement with our asset-based lender and Able and retains legal title to
     the inventory until we resell it. We will record a liability for all
     inventory purchased by Steel City due to our unconditional obligation to
     purchase such inventory. The agreement is for a term ending on August 31,
     2006, subject to earlier termination either by Steel City at any time or by
     us at any time after one year or earlier if Steel City rejects more than
     20% of the purchase opportunities during the first six months of the
     agreement.

     The members of Steel City include C. Robert Cusick, the Chairman of the
     Board and a director of RxBazaar, and separate trusts established by two
     other directors of RxBazaar. Their aggregate capital contribution to Steel
     City was $1,000,000, plus Mr. Cusick is a co-guarantor of a $1,000,000 line
     of credit obtained by Steel City. The sole managing-member of Steel City is
     an equity investor and has been a debt investor in RxBazaar.

     As additional consideration for the agreement, we granted Steel City (i)
     warrants to purchase 150,000 shares of our common stock at $2.00 per share
     exercisable for five years and (ii) options to purchase up to 1,600,000
     shares of our common stock at $2.50 per share expiring 60 days after
     termination of the agreement.

     LINE OF CREDIT

     Our asset-based lender notified us on November 6, 2003 that it will not
     renew the credit agreement on February 24, 2004.


                                       11
<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. As of September 30, 2003, we had 4,515 different products posted for sale
on our website, with a total listed sales value of $202 million. Management
believes that the number of items posted for sale is an indication of continued
interest in our online marketplace among potential sellers, and makes the site
more attractive to buyers. The number of 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


                                       12
<PAGE>


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

     Net sales for the three months ended September 30, 2003 were $10,170,918
compared to $9,633,553 for the three months ended September 30, 2002. The
$537,635 or 5.6% increase is due to an improvement in our ability to adequately
stock our warehouse, our growing internet sales and greater recognition in the
market place. Our internet sales were $5,893,625 or 57.9% of net sales for the
three months ended September 30, 2003 compared to $5,374,938 or 55.8% of net
sales for the three months ended September 30, 2002.

     Cost of sales for the three months ended September 30, 2003 was $9,482,113
or 93.2% of net sales, compared to $8,752,927 or 90.9% of net sales for the
three months ended September 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 September 30, 2003
were $414,369 or 4.1% of sales compared to $430,603 or 4.5% of sales for the
three months ended September 30, 2002. These expenses include the salaries and
commissions of our telemarketing staff, advertising and trade show expenses. The
$16,234 decrease in expenses is primarily due to a $17,962 decrease in salaries
and commissions resulting from a lower headcount and revised commission plans.

     Information technology expenses were $176,433 for the three months ended
September 30, 2003 compared to $207,920 for the three months ended September 30,
2002. These expenses include the salaries of information technology staff and
other technology costs. The $31,487 decrease in expenses is primarily due to a
decrease of $18,279 in salaries. Salaries decreased as a result of a decrease in
staff.

     General and administrative expenses for the three months ended September
30, 2003 were $1,104,433 compared to $1,268,911 for the three months ended
September 30, 2002. The $164,478 decrease in expenses is primarily due to a
decrease of $98,622 in professional fees and consulting expenses.

     Other income (expense) for the three months ended September 30, 2003 was
$(167,722) compared to $12,505 for the three months ended September 30, 2002.
Interest and financing expenses increased to $239,289 for the three months ended
September 30, 2003 compared to $146,604 for the three months ended September 30,
2002. The $92,685 increase in interest expense is primarily due to the interest
expense and financing costs for our new unsecured convertible debt and an
increase in interest expense on our asset-based line of credit. Miscellaneous
income decreased to $71,567 for the three months ended September 30, 2003
compared to $159,109 for the three months ended September 30, 2002. The decrease
in miscellaneous income is primarily due to information technology consulting
fees of $71,527 earned in the current period compared to fees of $113,929 earned
in the prior period.

     We incurred a net loss for the three months ended September 30, 2003 of
$1,174,152 compared to a net loss of $1,014,303 for the three months ended
September 30, 2002. Net loss applicable to common stock for the three months
ended September 30, 2003 was $1,174,152 or $0.19 per share compared to
$1,195,362 or $0.32 per share for the three months ended September 30, 2002.

     Nine Months Ended September 30, 2003 Compared to Nine Months Ended
     September 30, 2002

     Net sales for the nine months ended September 30, 2003 were $34,045,127
compared to $18,792,675 for the nine months ended September 30, 2002. The
$15,252,452 or 81.2% increase is due to an improvement in our ability to
adequately stock our warehouse, our growing internet sales and greater
recognition in the market place. Our internet sales were $20,890,068 or 61.4% of


                                       13
<PAGE>


net sales for the nine months ended September 30, 2003 compared to $8,320,635 or
44.3% of net sales for the nine months ended September 30, 2002.

     Cost of sales for the nine months ended September 30, 2003 was $32,013,189
or 94.0% of net sales, compared to $16,698,760 or 88.9% of net sales for the
nine months ended September 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 nine months ended September 30, 2003
were $1,222,218 or 3.6% of sales compared to $1,108,575 or 5.9% of sales for the
nine months ended September 30, 2002. These expenses include the salaries and
commissions of our telemarketing staff, advertising and trade show expenses. The
$113,643 increase in expenses is primarily due to a $109,005 increase in
salaries and commissions resulting from our 81.2% increase in sales.

     Information technology expenses were $484,030 for the nine months ended
September 30, 2003 compared to $597,785 for the nine months ended September 30,
2002. These expenses include the salaries of information technology staff and
other technology costs. The $113,755 decrease in expenses is primarily due to a
decrease of $71,044 in salaries. Salaries decreased as a result of a decrease in
staff.

     General and administrative expenses for the nine months ended September 30,
2003 were $3,675,708 compared to $3,978,357 for the nine months ended September
30, 2002. The $302,649 decrease in expenses is primarily due to decreases of
$156,543 in legal fees and $274,344 in consulting fees offset by increases in
other areas.

     Other income (expense) for the nine months ended September 30, 2003 was
$(431,263) compared to $(293,709) for the nine months ended September 30, 2002.
Interest and financing expenses increased to $616,969 for the nine months ended
September 30, 2003 compared to $601,410 for the nine months ended September 30,
2002. The $15,559 increase 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 being offset by the interest expense and financing costs for
our new unsecured convertible debt. Miscellaneous income decreased to $185,706
for the nine months ended September 30, 2003 compared to $307,701 for the nine
months ended September 30, 2002. The decrease in miscellaneous income is
primarily due to information technology consulting fees of $185,366 earned in
the current period compared to $238,164 of information technology fees and
$22,598 of forgiveness of debt in the prior period.

     We incurred a net loss for the nine months ended September 30, 2003 of
$3,781,281 compared to a net loss of $3,884,511 for the nine months ended
September 30, 2002. Net loss applicable to common stock for the nine months
ended September 30, 2003 was $3,781,281 or $0.61 per share compared to
$4,292,439 or $1.24 per share for the nine months ended September 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
September 30, 2003, we had a working capital deficit of $5,166,710, compared to
working capital deficits of $1,056,273 and $1,146,273 at December 31, 2002 and
2001, respectively. The $4,110,437 decrease in working capital from December 31,
2002 to September 30, 2003 is primarily due to the net loss of $3,781,281 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 September 30, 2003, we had a stockholders'
deficit of $4,907,535 compared to a stockholders' deficit of $1,188,196 at
December 31, 2002.

     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


                                       14
<PAGE>


per share. The note is convertible to common stock at $2.50 per share. As of
September 30, 2003, we had received $1,295,000 in gross proceeds. As of November
14, 2003, we raised an additional $100,000 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.

     On October 27, 2003, we entered into a management services agreement with
Steel City Pharmaceuticals LLC, where they agreed to maintain at least
$4,000,000 in capital to be used by us for inventory purchases. We agreed to
repay Steel City its purchase price for the inventory plus the greater of (i)
30% of the gross profit on our resale of such inventory or (ii) a 20% annual
percentage return for the period that their capital is used by us. We also
agreed to pay Steel City a commitment fee of $50,000 per month during the term
of the agreement. Commitment fees are subject to adjustment to the extent that
the aggregate sum paid by us under the agreement would exceed $1,200,000 on an
annualized basis. Steel City has been granted a second lien on our accounts
receivable subject to an inter-creditor agreement with our asset-based lender
and retains legal title to the inventory until we resell it. We will record a
liability for all inventory purchased by Steel City due to our unconditional
obligation to purchase such inventory. The agreement is for a term ending on
August 31, 2006, subject to earlier termination either by Steel City at any time
or by us at any time after one year or earlier if Steel City rejects more than
20% of the purchase opportunities during the first six months of the agreement.

     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, we
recorded the issuance of the 239,841 shares at their par value of $240 and have
a remaining dividend payable of $479,442 as of September 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. We
have no obligation to pay cash dividends on preferred stock.

     Based on our operating plans, management believes that as of October 31,
2003, our borrowing ability under our asset-based line of credit and the Steel
City agreement, will be sufficient to fund our working capital needs for the
next three months. Our asset-based lender notified us on November 6, 2003 that
it will not renew the credit agreement on February 24, 2004. 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 replace our asset-based lender, 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.

     RECENT ACCOUNTING PRONOUNCEMENT

     In May 2003, the Financial Accounting Standards Board issued SFAS No. 150,
"Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity." This statement establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability. Many of those instruments
were previously classified as equity. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of this statement did not have any impact on our financial
position or 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


                                       15
<PAGE>


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.

     (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. CHANGES IN SECURITIES

     During the quarter ended September 30, 2003, we issued 6,250 shares of our
Common Stock to one entity for services rendered to us, and also issued warrants
exercisable for an aggregate of 27,700 shares of Common Stock at exercise prices
ranging from $2.00 to $2.75 terminating from April 11, 2007 to April 14, 2008 as
consideration for services or as part of loans made to us. All these issuances
were exempt from the registration provisions of the Securities Act of 1933, as
amended, by reason of Section 4(2) thereof.

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       Management Services Agreement, dated October 27, 2003, between the
             Company and Steel City Pharmaceuticals LLC ("SCP") (filed as
             Exhibit 10.1 to Registrant's Form 8-K for an event of October 27,
             2003, and incorporated herein by reference thereto)

  10.2       Common Stock Purchase Warrant, dated October 27, 2003, issued to
             SCP (filed as Exhibit 10.2 to Registrant's Form 8-K for an event of
             October 27, 2003, and incorporated herein by reference thereto)


                                       16
<PAGE>


  10.3       Common Stock Option Agreement, dated October 27, 2003 (filed as
             Exhibit 10.3 to Registrant's Form 8-K for an event of October 27,
             2003, and incorporated herein by reference thereto)

  10.4       Intercreditor Agreement, dated October 27, 2003, among Able
             Laboratories, Inc., SCP and The CIT Group/business Credit, Inc.,
             acknowledged by the Company and FPP Distribution, Inc. (filed as
             Exhibit 10.4 to Registrant's Form 8-K for an event of October 27,
             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.


                                       17
<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:  November 14, 2003

                                       18