UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-KSB

[x]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 For the fiscal year ended December 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from _______________________ to _____________

                        Commission file number 333-39044
                                    ---------

                                 SB Merger Corp.
                                 ---------------
                 (Name of small business issuer in its charter)

          Delaware                                               38-3506266
         ---------                                               ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


               5860 Sterling Drive, Suite 560,
               Howell, Michigan                               48843
               ------------------                             ------
          (Address of principal executive offices)          (Zip Code)

                    Issuer's telephone number (517) 586-4009

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class               Name of each exchange on which registered
           none                                       none


Securities registered under Section 12(g) of the Exchange Act:
                                      None
 ----------------------------------------------------------------------------
                                (Title of class)
 -------------------------------------------------------------------------------
                                (Title of class)
         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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.
[x] Yes [ ] No
<PAGE>

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

         State issuer's revenues for its most recent fiscal year.  $0

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days.

         $196,250

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.

         406,000

                       DOCUMENTS INCORPORATED BY REFERENCE
         None.

  Transitional Small Business Disclosure Format (Check one): Yes ____; No _x___




<PAGE>




                                     PART I

ITEM 1. BUSINESS

Business Objectives
         We are a "blank check" company incorporated under the laws of the State
of Delaware on January 3, 2000 to serve as a vehicle to effect a business
combination with another company. We have no operating business and a very
modest capitalization.

         Our offices are located at 5860 Sterling Drive, Suite 530, Howell,
Michigan 48843 and our telephone number is (517) 586-4009.

Recent Event -- Merger Agreement

         On February 1, 2002 the Company executed a merger agreement with a
company called RxBazaar, Inc. ("RxBazaar").

         RxBazaar is a distributor of brand and generic pharmaceutical and
medical products. RxBazaar sells its products to distributors, wholesalers,
pharmacies and other customers and organizations licensed to purchase
pharmaceutical products. RxBazaar conducts its business not only through
traditional distribution channels, such as telemarketing through its 45-person
call center, but also through its on-line marketplace that it operates at its
web site, www.rxbazaar.com. RxBazaar was incorporated in Delaware in October
1999.

         In contemplation of the transaction with RxBazaar, holders of a
majority of our outstanding shares have approved the following by written
consent: (i) an amendment to the articles of incorporation which changes the
number of shares available for issuance to comply with the terms of the Merger,
and (ii) a new stock option plan setting aside 1.5 million shares for such plan.

Rule 419 Reconfirmation Offering

         The Company's initial offering was a so-called "blank check" offering
due to the fact that we are a development stage company that has no specific
business plan or purpose and we indicated that our business plan or purpose was
to merge with or be acquired by an unidentified company.

         The Company has filed a post-effective amendment to its registration
statement on Form SB-2 (File No-333-39044) detailing the proposed combination
with RxBaazar and requesting a reconfirmation from stockholders that purchased
shares in its public offering to reconfirm their election to invest in the
Company's shares. The post-effective amendment contains information about
RxBazaar and its business, including audited financial statements and the
proposed use of the funds to be disbursed from the escrow account.

         Our reconfirmation offering is subject to Rule 419 under the Securities
Act, and the post-effective amendment will also include the terms of the
reconfirmation offer mandated by Rule 419. Among other things, the fair market
value of the business or assets of RxBazaar must represent at least 80% of the
proceeds of our prior offering. For purposes of this blank check offering, the
fair market value of the business or assets to be acquired must be at least
$100,000. From our examination of RxBazaar we have concluded that it meets this
test; however, we must still successfully complete a reconfirmation offering as
described below.

         The reconfirmation offer must commence within five business days after
the effective date of the post-effective amendment. Pursuant to Rule 419, the
reconfirmation offer must include the following conditions:

                  (1) The prospectus contained in the post-effective amendment
will be sent to each investor whose securities are held in the escrow account
within five business days after the effective date of the post-effective
amendment;

                                       1
<PAGE>

                  (2) Each investor will have no fewer than 20, and no more than
45 business days from the effective date of the post-effective amendment to
notify us in writing that the investor elects to remain an investor;

                  (3) If we do not receive written notification from any
investor within 45 business days following the effective date, the pro-rata
portion of the offering proceeds (without any interest or dividends) held in the
escrow account on such investor's behalf will be returned to the investor within
five business days by first class mail or other equally prompt means;

                  (4) The acquisition(s) will be consummated only if investors
representing at least 80% of the offering proceeds elect to reconfirm their
investments;

                  (5) If the business combination has not occurred by July 28,
2002, 18 months from the date of the Prospectus, the offering proceeds held in
the escrow account shall be returned to all investors on a pro-rata basis within
five business days by first class mail or other equally prompt means;

                  (6) Investors who receive their pro rata portion of the
offering proceeds will receive any interest. Investors who elect to remain
investors will not receive any interest when their pro-rata portion of the
offering proceeds is released to us.

Release of Offering Proceeds and Shares from Escrow

                  The offering proceeds and shares held in escrow may be
released to us and the investors, respectively, after the escrow agent has
received a signed representation from us and any other evidence acceptable by
the escrow agent that:

                  (1) We have executed the Merger Agreement with RxBazaar and
that the fair value of the business represents at least 80% of the offering
proceeds ($100,000), and we have filed the required post-effective amendment;

                  (2) The post-effective amendment has been declared effective,
the mandated reconfirmation offer prescribed by Rule 419 has been completed and
we have satisfied all of the prescribed conditions of the reconfirmation offer;

                  (3) The acquisition(s) of RxBazaar has been consummated.

ITEM 2.  PROPERTIES

              The Company, pursuant to an oral agreement, utilizes and will
utilize, until consummation of the Merger, the offices of Richard L. Campbell ,
a Board Member and the Company's Secretary at no cost to the Company.

ITEM 3.  LEGAL PROCEEDINGS

              The Company is not a party to any legal proceedings and knows of
no threatened litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         During the fourth quarter of 2001 the Company did not submit any
matters to a vote of its shareholders.




                                       2
<PAGE>



                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

              The shares of Common Stock issued in the public offering are
currently held in escrow by Continental Stock Transfer and Trust Company. There
is no public market for our common stock.

          No dividends have been declared on the Common Stock since the
inception of the Company in January 2000 and the Company does not anticipate
paying any cash dividends in the foreseeable future. On March 26, 2002, the
Company had approximately 160 holders of record.


          In February 2000 the Company sold 36,604 shares of common stock, to
two investor  funds  controlled  by the  Secretary/Treasurer  of the Company for
$2,525.  In addition,  in February 2000 the Company sold 20,896 shares of common
stock to the President of the Company for $2,500. In April 2000 the Company sold
67,500 shares of common stock to various accredited investors under Rule 506 for
$24,975.  The  proceeds  from  these  sales  were used to cover the costs of the
Company's public offering.


         During January 2001 The Company filed a registration statement on Form
SB-2 (Commission file No. 333-39044) with the Securities and Exchange Commission
for the issuance of 125,000 shares of common stock at $1.00 per share. Merit
Capital (now Source Capital) acted as underwriter and received a fee of 3.75% of
the proceeds of the offering in connection with the public offering of $125,000
of common stock of the Company, which was completed in May 2001. Continental
Stock Transfer & Trust Company ("Continental") will hold the public offering
proceeds and the stock certificates of the public investors in escrow pursuant
to Rule 419 of the Rules and Regulations of the Securities and Exchange
Commission, until the approval of a business combination by the shareholders of
the Company. If the shareholders have not approved a business combination by
July 28, 2002 all proceeds will be promptly returned to the shareholders and the
stock certificates will be canceled. The proceeds have been recorded as
restricted cash.

ITEM 6. PLAN OF OPERATION

         As of December 31, 2001, we were in the development stage and in the
process of raising capital. All activity to date has been related to our
formation and proposed financing. Our ability to commence operations is
contingent upon obtaining adequate financial resources through the public
offering. As of December 31, 2001, we had not incurred any material costs or
expenses other than those associated with our formation. We closed our public
offering in May 2001.

         We will use the net proceeds of the public offering principally in
connection with effecting a business combination, and structuring and
consummating a business combination (including possible payment of finder's fees
or other compensation to persons or entities which provide assistance or
services). We do not have discretionary access to any monies in the escrow
account. We cannot use the escrowed amounts to pay the costs of evaluating
potential business combinations. To the extent that common stock is used as
consideration to effect a business combination, the balance of the net proceeds
of the public offering not then expended will be used to finance the operations
of a target business. No cash compensation will be paid to any officer or
director in their capacities as such until after the consummation of the first
business combination. Since we do not expect our present management to remain
involved after the merger is completed, we have no ability to determine what
remuneration, if any, will be paid to managers after the merger.

         On February 1, 2002, we executed an agreement with RxBazaar, Inc., a
Delaware corporation, to acquire RxBazaar by merging a wholly-owned subsidiary
of ours into RxBazaar. In the merger we will become obligated to issue:

     o    .7 shares of our common stock for each issued and outstanding share of
          RxBazaar  common stock, .7 shares of Series A Preferred Stock for each
          issued and outstanding share of RxBazaar Series A Preferred Stock, and
          1 share of Series B Preferred  Stock for each  issued and  outstanding
          share of RxBazaar Series B Preferred  Stock;

                                       3
<PAGE>

     o    up  to  1,834,653   shares  of  our  common  stock  upon  exercise  of
          outstanding  options and warrants to purchase  RxBazaar  common stock;
          and

     o    up to 2,363,118  additional  shares of our common stock, if the merged
          company meets  earnings  targets in the first or second year after the
          merger.

         Assuming 100% of the investors in the offering reconfirm their
investment, and assuming conversion of all shares of preferred stock into common
stock, then after the merger it is expected that pre-merger SB Merger
stockholders will own approximately 7% of the outstanding shares of the new
merged company, or approximately 5% after giving effect to the exercise of all
outstanding options and warrants, or approximately 4% giving additional effect
to the issuance of additional shares that may become issuable to RxBazaar
stockholders upon the achievement of certain earnings targets. There is
currently no market for our common stock.

         We believe, after examining RxBazaar's business plan, interviewing its
management, and examining its products and services, that RxBazaar can
successfully compete with other companies in the pharmaceutical distribution
industry.

         In the event that we do not effect a business combination by July 28,
2002, we will distribute to the then holders of common stock acquired as part of
the shares sold in the public offering the amount held in the escrow account,
without interest.

Special Note Regarding Forward-Looking Information

         Certain statements contained in this Plan of Operation, including
information with respect to RxBazaar's business plans, constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the foregoing, the
words "believes," "plans," "expects," and similar expressions are intended to
identify forward-looking statements. There are a number of important factors
that could cause results to differ materially from those indicated by such
forward-looking statements. These factors include those set forth below under
the heading "Risk Factors" in the proxy statement/prospectus included in our
post-effective amendment to its registration statement on Form SB-2 (File
No-333-39044)


                                       4
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

         The Company's financial statements for the fiscal year ended December
31, 2001 are included herein and consist of:

         Independent Auditor's Report                                      F-1

         Balance Sheet                                                     F-2

         Statements of Operations                                          F-3

         Statement of Changes in Stockholders' Equity                      F-4

         Statements of Cash Flows                                          F-5

         Notes to Financial Statements                                     F-6-9



                                       5
<PAGE>






                          INDEPENDENT AUDITORS' REPORT


To the Stockholders of
SB Merger Corp.
Brighton, Michigan

We have audited the accompanying balance sheet of SB Merger Corp. (a development
stage  enterprise)  as of  December  31,  2001  and the  related  statements  of
operations,  stockholders'  equity and cash flows for year  ended  December  31,
2001, for the period  January 3, 2000  (inception) to December 31, 2000, and for
the period  January 3, 2000  (inception) to December 31, 2001.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of SB Merger Corp. (a development
stage enterprise) at December 31, 2001 and the results of its operations and its
cash flows for year ended  December  31,  2001,  for the period  January 3, 2000
(inception) to December 31, 2000, and for the period January 3, 2000 (inception)
to December 31, 2001 in conformity with accounting principles generally accepted
in the United States of America.



                                                /s/ Feldman Sherb  & Co., P.C.
                                                    ----------------------------
                                                    Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants


New York, New York
March 27, 2002


                                      F-1
<PAGE>

                                 SB MERGER CORP.
                        (A Development Stage Enterprise)

                                  BALANCE SHEET

                                DECEMBER 31, 2001



                                     ASSETS


Cash                                                      $                 381
Restricted cash                                                         125,000
                                                             -------------------

                                                          $             125,381
                                                             ===================




                           LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities:
      Accrued expenses                                    $               6,405
      Advance from shareholder                                            1,000
                                                             -------------------

          Total current liabilities                                       7,405
                                                             -------------------


Stockholders' equity:
      Preferred stock, $.01 par value, authorized 500,000 shares,
          none issued or outstanding                                          -
      Common stock, $.001 par value, authorized 2,000,000 shares
          issued and outstanding 250,000 shares                             250
      Paid in capital                                                   151,000
      Deficit accumulated during the
          development stage                                             (33,274)
                                                             -------------------

              Total stockholders' equity                                117,976
                                                             -------------------


                                                          $             125,381
                                                             ===================



                       See notes to financial statements.

                                       F-2
<PAGE>
                                 SB MERGER CORP.
                                 ---------------
                        (A Development Stage Enterprise)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                          January 3, 2000       January 3, 2000
                                                      Year Ended         (inception) through   (inception) through
                                                  December 31, 2001      December 31, 2000     December 31, 2001
                                                  -------------------    -------------------   -------------------
<S>                                            <C>                    <C>                   <C>
Revenues                                       $                   -  $                   - $                   -

General and administrative expenses                           11,010                 22,264                33,274
                                                  -------------------    -------------------   -------------------

Net loss                                       $             (11,010) $             (22,264)$             (33,274)
                                                  ===================    ===================   ===================

Basic loss per share of common stock           $               (0.05) $               (0.18)
                                                  ===================    ===================
Weighted average common shares outstanding                   204,110                125,000
                                                  ===================    ===================



</TABLE>






                       See notes to financial statements.

                                       F-3
<PAGE>
                                 SB MERGER CORP.
                        (A Development Stage Enterprise)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                                                        Deficit
                                                                                       Accumulated
                                             Common Stock              Additional      During the
                                      ----------------------------       Paid In       Development
                                          Shares          Amount         Capital          Stage           Total
                                      ------------   -------------   -------------   ------------    -------------

<S>       <C>                              <C>                 <C>          <C>                             <C>
Balance, January 3, 2000 (inception)            - $             - $             - $            - $              -

    Issuance of common stock for cash:
       at $0.07 per share, February        36,604              36           2,489              -            2,525
       at $0.12 per share, February        20,896              21           2,479              -            2,500
       at $0.37 per share, April           67,500              68          24,907              -           24,975
    Net loss                                    -               -               -        (22,264)         (22,264)
                                      ------------   -------------   -------------   ------------    -------------
Balance, December 31, 2000                125,000             125          29,875        (22,264)           7,736

    Issuance of common stock for cash:
       at $1.00 per share, May            125,000             125         121,125              -          121,250
    Net loss                                    -               -               -        (11,010)         (11,010)
                                      ------------   -------------   -------------   ------------    -------------
Balance, December 31, 2001                250,000 $           250 $       151,000 $      (33,274)$        117,976
                                      ============   =============   =============   ============    =============



</TABLE>







                       See notes to financial statements.

                                      F-4
<PAGE>
                                 SB MERGER CORP.
                                 ---------------
                        (A Development Stage Enterprise)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                 January 3, 2000     January 3, 2000
                                                                Year ended       (inception) through (inception) through
                                                             December 31, 2001   December 31, 2000   December 31, 2001
                                                             -----------------   -----------------   -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                       <C>                 <C>                 <C>
     Net loss                                             $           (11,010)$           (22,264)$           (33,274)

     Changes in assets and liabilities:
        Restricted cash                                              (125,000)                  -            (125,000)
        Accrued expenses                                                  692               1,963               2,655
        Advance from shareholder                                        1,000                   -               1,000
                                                             -----------------   -----------------   -----------------
     NET CASH USED IN OPERATING ACTIVITIES:                          (134,318)            (20,301)           (154,619)
                                                             -----------------   -----------------   -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sale of common stock                               125,000              30,000             155,000
                                                             -----------------   -----------------   -----------------
NET (DECREASE) INCREASE IN CASH                                        (9,318)              9,699                 381

CASH - Beginning of period                                              9,699                   -                   -
                                                             -----------------   -----------------   -----------------
CASH - End of period                                      $               381 $             9,699 $               381
                                                             =================   =================   =================

SUPPLEMENTAL DISCLOSURE OF
     CASH FLOW INFORMATION:

     Non-cash investing and financing activities:
        Accrued fees associated with sale of common stock $             3,750 $                 -  $            3,750
                                                             =================   =================   =================


</TABLE>




                       See notes to financial statements.

                                      F-5


<PAGE>

                                 SB MERGER CORP.
                        (A Development Stage Enterprise)

                          NOTES TO FINANCIAL STATEMENTS


1.        FORMATION OF COMPANY

          SB Merger Corp. (a development stage enterprise) (the "Company"),  was
          incorporated  in the state of Delaware on January 3, 2000.  It intends
          to serve as a vehicle to effect a business  combination  with a target
          business. The Company intends to utilize the net proceeds of offerings
          of equity  and/or  debt  securities,  bank and other  borrowings  or a
          combination thereof in effecting such business combination.

2.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a.   Use of Estimates - The  preparation  of financial  statements  in
               accordance with generally accepted accounting principles requires
               management to make  significant  estimates and  assumptions  that
               effect the reporting amount of assets and liabilities at the date
               of the financial  statements and the reported  amount of revenues
               and expenses  during the reported  period.  Actual  results could
               differ from those estimates.

          b.   Earnings  Per Share - Basic loss per share is computed  using the
               weighted average number of outstanding common shares. Diluted per
               share  amounts  when  applicable  include  the effect of dilutive
               common stock equivalents from the assumed exercise of options and
               warrants.

          c.   Income  Taxes - The Company  recognizes  deferred  tax assets and
               liabilities  based  on  the  difference   between  the  financial
               statements'  carrying  amount and the tax basis of the assets and
               liabilities,  using the effective tax rates in the years in which
               the  differences are expected to reverse.  A valuation  allowance
               related to the  deferred  tax asset is also  recorded  when it is
               probable  that some or all of the  deferred tax asset will not be
               realized.

          d.   New Accounting Standards:

                  -        In July 2001, the Financial Accounting
                           Standards Board issued Statement of Financial
                           Accounting Standards ("SFAS") No. 141 "Business
                           Combinations" and SFAS No. 142 "Goodwill and
                           Intangible Assets ("SFAS No. 142"). SFAS No. 141
                           requires that all business combinations initiated
                           after June 30, 2001 be accounted for using the
                           purchase method of accounting and prohibits the use
                           of the pooling-of-interests method for such
                           transactions. SFAS No. 142 applies to all goodwill
                           and intangible assets acquired in a business
                           combination. Under the new standard, all goodwill,
                           including goodwill acquired before initial
                           application of the standard, should not be amortized
                           but should be tested for impairment at least annually
                           at the reporting level, as defined in the standard.

                                      F-6


<PAGE>

                           Intangible assets other than goodwill should be
                           amortized over their useful lives and reviewed for
                           impairment in accordance with SFAS No. 121. The new
                           standard is effective for fiscal years beginning
                           after December 15, 2001. The Company must adopt this
                           standard on January 1, 2002.

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

3.       ADVANCE FROM Shareholder

         The advance from shareholder accrues interest at 8% per annum, has no
         specific due date for repayment and is uncollateralized.

4.       STOCKHOLDERS' EQUITY

         -        In February 2000, the Company sold 36,604 shares of
                  common stock, to two investor funds controlled by the
                  Secretary / Treasurer of the Company for $2,525. In addition,
                  in February 2000 the Company sold 20,896 shares of common
                  stock to the President of the Company for $2,500.

         -        In April 2000, the Company sold 67,500 shares of common stock
                  to various investors for $24,975.

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

                                      F-7
<PAGE>


         -        In March 2002, the Company increased the number of
                  authorized shares for all classes of capital stock to
                  85,000,000 shares consisting of (i) 75,000,000 shares of
                  common stock, with a $.001 par value and (ii) 10,000,000
                  shares of preferred stock, with a $.001 par value.

         -        In March 2002, the Company adopted the 2002 Stock
                  Incentive Plan (the "Plan"). Under the Plan, employees,
                  officers, and directors of the Company, along with consultants
                  to the Company, are eligible to be awarded an aggregate
                  maximum of 1,500,000 common shares and / or common stock
                  options of the Company. Options issued under the plan have a
                  maximum life of 10 years from the date of grant.


5.       Income Taxes

         As of December 31, 2001, the Company has net operating loss carry
         forwards of approximately $33,000 for Federal income tax purposes,
         expiring between 2020 through 2021. The resulting tax deferred tax
         asset of approximately $5,000, as of December 31, 2001 has been offset
         by a corresponding valuation allowance.

         A reconciliation between the Federal statutory tax rate and the
         effective income tax rate is as follows:

<TABLE>
<CAPTION>
                                                                                                 January 3,2000
                                                                    Year Ended December        (Inception) through
                                                                          31, 2001              December 31, 2000
                                                                    ---------------------     ----------------------
<S>                                                                              <C>                        <C>
         Statutory Federal income tax rate                                       (15%)                      (15%)
         Losses for which no benefit is provided                                  15%                        15%
                                                                    ---------------------     ----------------------
         Effective income tax rate                                                0%                          0%
                                                                    =====================     ======================
</TABLE>

         The benefit for income taxes differs from the amount computed by
         applying the statutory federal income tax rate to the loss before the
         benefit for income taxes as follows:
<TABLE>
<CAPTION>

                                                                    Year Ended December          January 3,2000
                                                                                               (Inception) through
                                                                          31, 2001              December 31, 2000
                                                                    ---------------------     ----------------------
         Income  tax   benefit   computed   at  the  Federal
<S>                                                                            <C>                       <C>
         statutory rate                                          $                1,650       $             3,300
         Deductions  for which no benefit is recognized                          (1,650)                    (3,300)
                                                                    ---------------------     ----------------------
                                                                 $                    -       $                   -
                                                                    =====================     ======================
</TABLE>


                                      F-8
<PAGE>


6.       ACQUISITION

         On February 1, 2002, the Company executed a merger and plan of
         reorganization agreement with RxBazaar, Inc., ("RxBazaar") a Delaware
         corporation. Under the terms of the agreement the Company's
         wholly-owned subsidiary RxB Acquisition Corp., incorporated on January
         28, 2002 for the purpose of this merger, would be merged with RxBazaar.
         In the merger, the Company would issue approximately (i) 3,333,955
         shares of common stock, (ii) 345,333 shares of Series A Preferred
         Stock, (iii) a number of shares of Series B Preferred Stock currently
         estimated to be 1,500,000, (iv) up to 1,836,421 shares of the Company's
         common stock upon exercise of RxBazaar's outstanding options and
         warrants to purchase RxBazaar common stock; and (v) up to 2,363,875
         additional shares of the Company's common stock, if the merged company
         meets earnings targets in the first or second year after the merger. As
         of the effective date of the merger, and without giving effect to the
         contingent issuance of any additional shares. The agreement is subject
         to shareholder approval by both the Company and RxBazaar, which must be
         completed no later than July 28, 2002.

         On February 1, 2002, in contemplation of the above merger the Company
         declared an 8 for 5 stock split, for all common shares outstanding
         prior to the agreement. A total of 406,000 common shares existed after
         the stock split, comprising the 250,000 shares outstanding at December
         31, 2001 converted into 400,000 common shares, and 3,750 shares issued
         after December 31, 2001 for underwriters fees, converted into 6,000
         common shares.












                                      F-9

<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

     Feldman,  Sherb & Co. P.C. audited the financial statements of the Company.
The Company has not had any  disagreements  with their  auditors with respect to
their prior engagement as auditors.





                                       6
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH SECTION 16 (a) OF THE EXCHANGE  ACT

The current directors and officers of the Company are as follows:

 Name                        Age    Position

 Judith S. Haselton          46     Chairman of the  Board, President

 Richard L. Campbell         46     Secretary, Treasurer, Director

         Judith S. Haselton, Chairman of the Board, President and Director is an
independent financial consultant and private investor. From February, 1987 to
October, 1991, she was employed as an investment banker in the corporate finance
department of Smith Barney, Inc., and from June, 1983 to February, 1987, with
E.F. Hutton and Company Inc. She also served from June, 1980 to June, 1983 as a
commercial banker with Bank of America NT & SA. Ms. Haselton received her
Masters in Business Administration from Columbia University Graduate School of
Business and her undergraduate degree from Macalester College.

         Richard L. Campbell, Secretary, Treasurer, and Director, has been a
Managing Partner of StockBridge, LLC, a privately held strategic advisory
services company since September 1998. From June 1992 through September 1998, he
was a principal with Mantis Holdings, an investment holdings company and also
was special counsel to the law firm of Epstein, Becker & Green, P.C. Prior to
the formation of Mantis in June, 1992, Mr. Campbell was principally engaged as a
corporate attorney concentrating in the areas of corporate finance and
securities. Mr. Campbell received his undergraduate degree from The University
of Michigan, his Juris Doctorate from Wayne State University, and his Masters in
Corporation Law from New York University.

         All directors hold office until the next annual meeting of stockholders
and the election and qualification of their successors. Directors receive no
compensation for serving on the Board of Directors other than the reimbursement
of reasonable expenses incurred in attending meetings. Any director or the
entire Board of Directors may be removed at any time but only for cause and only
by the affirmative vote of holders of at least 75% of the voting power of all of
our then outstanding capital stock. Officers are elected annually by the Board
of Directors and serve at the discretion of the Board. We have not entered into
employment agreements or other understandings with our directors or executive
officers concerning compensation. No cash compensation will be paid to any
officer or director in their capacities as such until after the consummation of
the first business combination. Since the role of present management after the
consummation of a business combination is uncertain, we have no ability to
determine what remuneration, if any, will be paid to such persons after the
consummation of a business combination.

         The day to day operations of the company include reviewing acquisition
candidates and assuring the company is current in its SEC reporting
requirements. There will be several days of inactivity and other days where the
officers are actively evaluating and negotiating an acquisition. While the
company does not currently anticipate the use of consultants in connection with
any acquisition, if the officers feel that involvement of other parties are
appropriate for evaluating an acquisition target a consultant may be hired. It
is expected that any consultant would be paid in stock so as not to impact the
use of proceeds.

         No family relationships exist among any of the named directors or
officers. No arrangement or understanding exists between any such director or
officer and any other person pursuant to which any director or officer was
elected as a director or officer.

Limitation of Liability; Indemnification of Directors and Officers

         Article Seventh of our amended and restated certificate of
incorporation provides that we shall indemnify each person who at any time is,
or shall have been, one of our officers or directors and was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by


                                       7
<PAGE>


reason of the fact that he or she is or was one of our directors or officers, or
is or was serving at our request as a director, officer, trustee of, or in
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred in connection with any such action, suit
or proceeding, to the maximum extent permitted by the Delaware General
Corporation Law, as currently in effect or amended in the future. No amendment
to or repeal of the provisions of Article Seventh of our amended and restated
certificate of incorporation shall deprive a director or officer of the benefit
of those articles with respect to any act or failure occurring prior to such
amendment or repeal.

Conflicts of Interest

         The consummation of a business combination may require a greater period
of time than if management devoted their full time to our affairs. However, each
officer and director will devote such time as she or he deems reasonably
necessary to carry out the business and affairs of our company, including the
evaluation of potential target businesses and the negotiation of a business
combination and, as a result, the amount of time devoted to our business and
affairs may vary significantly depending upon, among other things, whether we
have identified a target business or are engaged in active negotiation of a
business combination. We expect that our officers will spend 15 to 20 hours per
month of their time on the business affairs of the company until a potential
business combination has been identified, upon which event they expect to spend
significantly more time until such business combination is consummated. There
can be no assurance that any of the foregoing conflicts will be resolved in
favor of our company. In connection with any stockholder vote relating either to
approval of a business combination or the liquidation of the company all of its
officers and directors (and any stockholders who are affiliated with its
officers and directors), have agreed to vote all of their respective shares of
Common Stock in accordance with the vote of the majority of the shares voted by
all non-affiliated public stockholders (in person or by proxy) with respect to
such business combination or liquidation.

Management's experience with prior blank check offerings

         Management has conducted one prior "blank check" offering for a company
called 1997 Corp.,  which was declared  effective  by the SEC in June 1997,  and
raised $150,000.  That company was merged with a company called CyBear,  Inc. on
November 19, 1998,  resulting in the original  shareholders of 1997 Corp. owning
2% of the company  following the merger.  The name of 1997 Corp.  was changed to
CyBear and is currently  traded under the NASDAQ  national market symbol "CYBR."
Neither Ms.  Haselton,  nor Mr. Campbell has had any involvement with 1997 Corp.
or CyBear since conclusion of the merger.  Ms. Haselton invested $10,000 in 1997
Corp.  and  received  5,000  shares of common  stock and Mr.  Campbell  invested
organizational  services and $10,000 and received 10,000 shares of common stock.
Their shares  collectively  represented  33% of the  outstanding  shares of 1997
Corp.  immediately  following  its  initial  public  offering  and less than one
percent (1%) of the outstanding shares of CyBear following the merger.  They did
not take any  fees or other  compensation  from  1997  Corp.  Management  is not
currently  involved with any other `blind pool' companies and does not currently
intend to undertake any more "blind pool" offerings following this one.

         Based solely upon the Company's review of Forms 3 received by it during
2001, the Company believes that all filing requirements pursuant to Section
16(a) of the Exchange Act applicable to those persons who were directors,
officers and beneficial owners of more than 10% of its common stock during the
year ended December 31, 2001 were complied with on a timely basis.

ITEM 10. EXECUTIVE COMPENSATION

         The Company has not entered into employment agreements or other
understandings with its directors or executive officers concerning compensation.
No cash compensation has been or will be paid to any officer or director in
their capacity as such. Since the role of present management after the
consummation of a business combination is unclear, assuming it is concluded, the
Company has no ability to determine what remuneration, if any, will be paid to
such persons after consummation of a business combination, although it is not
expected that any arrangements will be made.


                                       8
<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


         The following table sets forth information as of the date hereof, and
as adjusted to reflect the sale of the shares of Common Stock offered by us
hereby, based on information obtained from the persons named below, with respect
to the beneficial ownership of shares of Common Stock by (i) each person known
by us to be the owner of more than 5% of the outstanding shares of Common Stock,
(ii) each executive officer and director, and (iii) all executive officers and
directors as a group:

                                                     Amount and Nature of
         Name and Address                            Beneficial Ownership

         Judith S. Haselton                          33,434(1)            8.23%
         315 West 106th Street
         Fourth Floor
         New York, New York 10025

         Richard L. Campbell                         58,566(1)(2)        14.43%
         5860 Sterling Drive
         Suite 530
         Howell, Michigan 48843

         A. Milton for Mantis Partners III, LP       26,557(1)            6.54%
         16 Lexington Drive
         Croton-on-Hudson, NY 10520

         All executive officers and directors as a   92,000(1)           22.66%
         group (two persons)
----------
         (1) Adjusted to give effect to an 8-for-5 stock split effected in the
form of a stock dividend of .6 shares of common stock for each outstanding share
in March 2002.
         (2) Consists of 29,283 shares owned by StockBridge Investment
Partnership III and 29,283 shares owned by Mantis Partners IV, L.P. Mr. Campbell
indirectly controls StockBridge Investment Partnership III, which was formed
solely for the purpose of acquiring those shares of Common Stock.

         Ms. Haselton has sole investment and voting control over the shares
owned by her. Mr. Campbell indirectly shares the investment and voting power
over the 29,283 shares owned by StockBridge Investment Partnership III through
control of StockBridge Investment Management Group, the administrative manager
of StockBridge Investment Partnership III. StockBridge Investment Management
Group is a general partnership consisting of a company controlled by Mr.
Campbell.

         The Company has executed a merger agreement that contemplates a change
of control upon conclusion of the transaction. Information about the proposed
merger is set forth in the Company's Post-Effective Amendment to Registration
Statement on Form SB-2 filed with the Securities and Exchange Commission.




                                       9
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In January 2000, we issued 29,283 shares of Common Stock to each of
StockBridge Investment Partnership III (the administrative manager of which is
controlled by Richard L. Campbell), and Mantis Partners IV, LP (of which Richard
L. Campbell is a general partner) for aggregate consideration of $2,525, and
33,434 shares of Common Stock to Judith S. Haselton, for $2,500. In addition,
each of Ms. Haselton and Mr. Campbell have loaned the Company $5,000 to pay
ongoing expenses, including expenses associated with our proposed merger with
RxBazaar. The loans are represented by demand notes bearing interest at the rate
of 8% per annum.

ITEM              13. EXHIBITS AND REPORTS ON FORM 8-K
                      (a) List of Exhibits.


              The following exhibits are filed as part of this report:

             Exhibit No.

             2.1    Merger Agreement between the Company, RXB Acquisition Corp.,
                    and RxBazaar, Inc.*

             3.1    Amended and Restated Certificate of Incorporation*

             3.2    Amended and Restated Bylaws of the Company*

              *Incorporated  by  reference to the  like-numbered  exhibit to the
Company's  Post-Effective Amendment No. 1 Registration  Statement on Form SB-2
(Commission file No. 333-39044).

         (b)  Reports on Form 8-K.

              None


                                       10
<PAGE>



                                   SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                        SB Merger Corp.



            April 15, 2002            By: /s/ Judith Haselton
            --------------                    -------------------
                    Date                   Judith Haselton
                                           Chief Executive Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

            April 15, 2002            By: /s/ Judith Haselton
            --------------                --------------------------
                    Date                  Judith Haselton
                                          Chief Executive Officer
                                          and Director

            April 15, 2002            By: /s/ Richard L. Campbell
            --------------                ------------------------------
                    Date                  Richard L. Campbell
                                          Chief Financial and Accounting Officer
                                          and Director





                                       11
<PAGE>

                           Exhibit Index

          Exhibit No.

                  2.1      Merger Agreement between the Company, RXB Acquisition
                           Corp., and RxBazaar, Inc.*

                  3.1      Amended and Restated Certificate of Incorporation*

                  3.2      Amended and Restated Bylaws of the Company*

     *Incorporated  by reference to the  like-numbered  exhibit to the Company's
Post-Effective  Amendment No. 1 Registration  Statement on Form SB-2 (Commission
file No. 333-39044).






                                       12