<PAGE>
              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               FORM 10-QSB

(Mark One)

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 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:   000-29445

                            Wrap-N-Roll USA, Inc.
        -------------------------------------------------------------
               (Name of Small Business Issuer in its charter)


               Nevada                                  84-1432450
   ---------------------------------            --------------------------
    (State or Other Jurisdiction of              (IRS Employer ID Number)
     Incorporation or Organization)


                  1056 East Platinum Way, Sandy, Utah 84094
        -------------------------------------------------------------
            (Address of Principal Executive Offices and Zip Code)

                  Issuer's telephone number:   (801) 576-8073
                                              -----------------

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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.
Yes [X]   No [ ]

         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                      DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports required
to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to
the distribution of securities under a plan confirmed by a court.
Yes [ ]   No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS

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

     As of November 14, 2001, there were 11,000,000 shares of common stock
issued and outstanding.

     Transitional Small business Format (Check one):  Yes [ ]  No [X]


<PAGE>
                                  FORM 10-QSB
                             WRAP-N-ROLL USA, INC.


                               TABLE OF CONTENTS
                             ---------------------

                                                                        PAGE
                                                                       ------

                        PART I - FINANCIAL INFORMATION



ITEM 1.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . 3


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . . .14



                         PART II - OTHER INFORMATION



ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . .17


     SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17




                                       2
<PAGE>
                                    PART I
ITEM 1.   FINANCIAL STATEMENTS
<TABLE>
                             WRAP-N-ROLL USA, INC.

                      UNAUDITED CONDENSED BALANCE SHEETS

                                    ASSETS
<CAPTION>
                                                           September 30,    December 31,
                                                                2001           2000
                                                             ___________    ___________
<S>                                                          <C>            <C>
CURRENT ASSETS:
   Cash in bank                                              $    61,980    $     3,059
   Accounts receivable                                             3,489              -
   Related party receivable                                          272          7,230
   Notes receivable - related party                               14,727              -
                                                             ___________    ___________
          Total Current Assets                                    80,468         10,289

PROPERTY AND EQUIPMENT, net                                       26,431              -
                                                             ___________    ___________
                                                             $   106,899    $    10,289
                                                             ===========    ===========

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable and accrued expenses                     $    41,779    $     1,440
   Accounts payable and accrued expenses - related
     party                                                        19,823            377
   Notes payable - related party                                  16,671         10,812
   Current portion of long-term debt                               4,881              -
                                                             ___________    ___________
          Total Current Liabilities                               83,154         12,629

LONG-TERM DEBT, less current portion                              20,317              -
                                                             ___________    ___________
          Total Liabilities                                      103,471         12,629
                                                             ___________    ___________

STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock, $.001 par value, 5,000,000 shares
     authorized, no shares issued and outstanding                      -              -
   Common stock, $.001 par value, 20,000,000 shares
     authorized, 11,000,000 shares issued and
     outstanding                                                  11,000         11,000
   Capital in excess of par value                                      -              -
   Retained (deficit)                                             (7,572)       (13,340)
                                                             ___________    ___________
          Total Stockholders' Equity (Deficit)                     3,428         (2,340)
                                                             ___________    ___________
                                                             $   106,899    $    10,289
                                                             ===========    ===========
</TABLE>

Note: The Balance Sheet as of December 31, 2000 was taken from the audited
financial statements at that date and condensed.

The accompanying notes are an integral part of these unaudited condensed
financial statements.

                                       3
<PAGE>
<TABLE>
                             WRAP-N-ROLL USA, INC.

                 UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
<CAPTION>
                                                For the Three                For the Nine
                                                Months Ended                 Months Ended
                                                September 30,                September 30,
                                         _________________________     _________________________
                                            2001           2000           2001           2000
                                         __________     __________     __________     __________
<S>                                      <C>            <C>            <C>            <C>
SALES REVENUE                            $  213,976     $        -     $  256,116     $        -

COST OF GOODS SOLD                          153,574              -        190,348              -
                                         __________     __________     __________     __________
GROSS PROFIT                                 60,402              -         65,768              -
                                         __________     __________     __________     __________
EXPENSES:
     General and administrative              31,020            670         59,325          2,395
     Selling                                     19              -            925              -
                                         __________     __________     __________     __________
          Total Expenses                     31,039            670         60,250          2,395
                                         __________     __________     __________     __________
EARNINGS (LOSS) BEFORE
  OTHER INCOME (EXPENSE)                     29,363           (670)         5,518         (2,395)
                                         __________     __________     __________     __________
OTHER INCOME (EXPENSE):
     Gain on assignment of operating
       lease                                      -              -          1,500              -
     Interest income - related party            272              -            272              -
     Interest expense                          (273)             -           (569)             -
     Interest expense - related party          (390)           (20)          (953)           (55)
                                         __________     __________     __________     __________
          Total Other Income (Expense)         (391)           (20)           250            (55)
                                         __________     __________     __________     __________
EARNINGS (LOSS) BEFORE
  INCOME TAXES                               28,972           (690)         5,768         (2,450)

CURRENT TAX EXPENSE                               -              -              -              -

DEFERRED TAX EXPENSE                              -              -              -              -
                                         __________     __________     __________     __________
NET INCOME (LOSS)                        $   28,972     $     (690)    $    5,768     $   (2,450)
                                         __________     __________     __________     __________
EARNINGS (LOSS) PER COMMON
  SHARE                                  $      .00     $     (.00)    $      .00     $     (.00)
                                         __________     __________     __________     __________

</TABLE>



The accompanying notes are an integral part of these unaudited condensed
financial statements.

                                       4
<PAGE>
<TABLE>
                             WRAP-N-ROLL USA, INC.

                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                For the Nine
                                                                                Months Ended
                                                                                September 30,
                                                                          _________________________
                                                                             2001           2000
                                                                          __________     __________
<S>                                                                       <C>            <C>
Cash Flows From Operating Activities:
  Net income (loss)                                                       $    5,768     $   (2,450)
  Adjustments to reconcile net income (loss) to net cash provided
   (used) by operating activities:
    Depreciation expense                                                       2,937              -
    Changes is assets and liabilities:
      (Increase) in accounts receivable                                       (3,489)             -
      (Increase) in related party receivable                                  (8,069)             -
      Additional accrued interest - related party                                953             55
      Increase in accounts payable and accrued expenses                       40,339              -
      Increase in accounts payable and accrued expenses - related party       19,352              -
                                                                          __________     __________
        Net Cash Provided (Used) by Operating Activities                      57,791         (2,395)
                                                                          __________     __________
Cash Flows From Investing Activities:
  Payments for notes receivable                                               (2,500)             -
  Receipts from notes receivable                                               2,800              -
  Payments for property and equipment                                        (29,368)             -
                                                                          __________     __________
        Net Cash (Used) by Investing Activities                              (29,068)             -
                                                                          __________     __________
Cash Flows From Financing Activities:
  Proceeds from notes payable - related party                                  6,400              -
  Payments on notes payable - related party                                   (1,400)             -
  Proceeds from long-term debt                                                26,868              -
  Payments on long-term debt                                                  (1,670)             -
                                                                          __________     __________
        Net Cash Provided by Financing Activities                             30,198              -
                                                                          __________     __________
Net Increase (Decrease) in Cash                                               58,921         (2,395)

Cash at Beginning of Period                                                    3,059          9,400
                                                                          __________     __________
Cash at End of Period                                                     $   61,980     $    7,005
                                                                          __________     __________

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                                              $      477     $        -
    Income taxes                                                          $        -     $        -

</TABLE>


                                  [Continued]

The accompanying notes are an integral part of these unaudited condensed
financial statements.

                                       5
<PAGE>
                             WRAP-N-ROLL USA, INC.

                 UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                  [Continued]

Supplemental Schedule of Noncash Investing and Financing Activities:

  For the nine months ended September 30, 2001:

    On July 1, 2001, the Company extended a receivable of $15,027 into a note
    receivable.

    On August 1, 2001, the Company extended a note payable of $812, a note
    payable of $10,000, and related accrued interest of $859 into a new note
    payable of $16,671.

  For the nine months ended September 30, 2000:

    On April 1, 2000, the Company extended a loan payable of $712 and its
    accrued interest of $100 into a new note payable of $812.







The accompanying notes are an integral part of these unaudited condensed
financial statements.

                                       6
<PAGE>
                             WRAP-N-ROLL USA, INC.

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - Wrap-N-Roll USA, Inc. ("the Company") was organized under
  the laws of the State of Nevada on September 26, 1997 as Oxy General
  Corporation.  Effective November 17, 2000, the Company changed its name
  from Oxy General Corporation to Wrap-N-Roll USA, Inc.  The primary plan of
  operations of the Company is providing specialized advertising services to
  businesses of all sizes emphasizing large format digital printing on
  perforated and non-perforated vinyl substrates.  Through use of a special
  non-corrosive, vinyl material with a patented adhesive made by 3M, the
  Company offers businesses the ability to wrap the exterior of buildings,
  windows and motor vehicles with an advertising message.  In addition to the
  sale of its wrapping services, the Company also offers advertising services
  using wrapped property.  Prior to 2001, the Company was considered a
  development stage company as defined by Statement of Financial Accounting
  Standard No. 7.

  Condensed Financial Statements - The accompanying financial statements have
  been prepared by the Company without audit.  In the opinion of management,
  all adjustments (which include only normal recurring adjustments) necessary
  to present fairly the financial position, results of operations and cash
  flows at September 30, 2001 and 2000 and for the periods then ended have
  been made.

  Certain information and footnote disclosures normally included in financial
  statements prepared in accordance with generally accepted accounting
  principles have been condensed or omitted.  It is suggested that these
  condensed financial statements be read in conjunction with the financial
  statements and notes thereto included in the Company's December 31, 2000
  audited financial statements.  The results of operations for the periods
  ended September 30, 2001 and 2000 are not necessarily indicative of the
  operating results for the full year.

  Property and Equipment - Property and equipment are recorded at cost.
  Depreciation is calculated using the straight-line method and is based upon
  the estimated useful lives of the assets of five years.  [See Note 2]

  Revenue Recognition - The Company recognizes revenue in the period when the
  services are performed or when the product is delivered.

  Advertising Costs - Advertising costs, except for costs associated with
  direct-response advertising, are charged to operations when incurred.  The
  costs of direct-response advertising are capitalized and amortized over the
  period during which future benefits are expected to be received.

  Earnings (Loss) Per Share - The computation of earnings (loss) per share is
  based on the weighted average number of shares outstanding during the
  period presented in accordance with Statement of Financial Accounting
  Standards No. 128, "Earnings Per Share".  [See Note 11]

  Cash and Cash Equivalents - For purposes of the financial statements, the
  Company considers all highly liquid debt investments purchased with a
  maturity of three months or less to be cash equivalents.

  Accounting Estimates - The preparation of financial statements in
  conformity with generally accepted accounting principles requires
  management to make estimates and assumptions that affect the reported
  amounts of assets and liabilities, the disclosures of contingent 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 estimated.


                                       7
<PAGE>
                             WRAP-N-ROLL USA, INC.

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently Enacted Accounting Standards - Statement of Financial Accounting
  Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing of
  Financial Assets and Extinguishments of Liabilities - a replacement of FASB
  Statement No. 125", SFAS No. 141, "Business Combinations", SFAS No. 142,
  "Goodwill and Other Intangible Assets", and SFAS No. 143, "Accounting for
  Asset Retirement Obligations", were recently issued.  SFAS No. 140, 141,
  142 and 143 have no current applicability to the Company or their effect on
  the financial statements would not have been significant.

NOTE 2 - PROPERTY AND EQUIPMENT

  Property and equipment consists of the following:

                                            September 30,   December 31,
                                                 2001           2000
                                             ___________    ___________

       Vehicles                              $    29,368    $         -
       Less: Accumulated depreciation             (2,937)             -
                                             ___________    ___________
       Net Property and Equipment            $    26,431    $         -
                                             ___________    ___________

  Depreciation expense for the nine months ended September 30, 2001 and 2000
  were $2,937 and $0, respectively.

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  Accounts payable and accrued expenses consists of the following:

                                            September 30,   December 31,
                                                 2001           2000
                                             ___________    ___________
       Accounts payable                      $    27,062    $     1,440
       Accrued payroll, taxes and
        withholdings                               2,897              -
       Sales tax payable                          11,728              -
       Interest payable                               92              -
                                             ___________    ___________
                                             $    41,779    $     1,440
                                             ___________    ___________

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTY

  Accounts payable and accrued expenses to a related party consists of the
  following:

                                            September 30,   December 31,
                                                 2001           2000
                                             ___________    ___________
       Accounts payable - related party      $         -    $       149
       Accrued payroll - related party            19,536              -
       Accrued interest - related party              287            228
                                             ___________    ___________
                                             $    19,823    $       377
                                             ___________    ___________


                                       8
<PAGE>
                             WRAP-N-ROLL USA, INC.

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - LONG-TERM DEBT

  Long-term debt consists of the following:

                                             September 30,   December 31,
                                                  2001           2000
                                              ___________    ___________
      Note payable to financing agency for
      60 months at an effective interest rate
      of 6%, secured by a vehicle with a net
      book value of $26,431                   $    25,198    $         -

      Less: Current portion                        (4,881)             -
                                              ___________    ___________
                                              $    20,317    $         -
                                              ___________    ___________

  Maturity of long-term debt for the twelve month periods ended:

                   September 30,             Principal Due
                    ___________               ___________
                       2002                   $     4,881
                       2003                         5,170
                       2004                         5,474
                       2005                         5,800
                       2006                         3,873
                                              ___________
                                              $    25,198
                                              ___________

  Interest expense for long-term debt for the nine months ended September 30,
  2001 and 2000 amounted to $569 and $0, respectively.

NOTE 6 - CAPITAL STOCK

  Preferred stock - The Company has authorized 5,000,000 shares of preferred
  stock, $.001 par value, with such rights, preferences and designations and
  to be issued in such series as determined by the Board of Directors.  No
  shares were issued and outstanding at September 30, 2001 and December 31,
  2000.

  Common Stock - The Company has authorized 20,000,000 shares of common stock
  with a par value of $.001.  During September 1997, in connection with its
  organization, the Company issued 1,000,000 shares of its previously
  authorized, but unissued common stock.  The shares were issued for services
  rendered valued at $1,000 (or $.001 per share).

  During June 1999, the Company issued 10,000,000 shares of its previously
  authorized, but unissued common stock for cash of $10,000 (or $.001 per
  share).



                                       9
<PAGE>

                             WRAP-N-ROLL USA, INC.

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - OPERATING LEASES

  The Company had two cars under operating leases expiring in 2003.  On April
  21, 2001, the Company purchased a new van to replace one of the cars.  To
  finance the purchase, an officer/shareholder/employee of the Company paid
  $1,000 to the financing agency.  The Company also assigned the operating
  lease for the original car to the financing agency and the Company
  recognized a $1,500 gain on the assignment.  The remaining $26,868 was
  financed through the financing agency at an effective interest rate of 6%.

  Minimum future rental payments under the remaining non-cancelable operating
  lease having a remaining term in excess of one year as of September 30,
  2001 for the twelve month periods ended and in aggregate are:

                   September 30,                    Amount
                    ___________                   ___________
                       2002                       $     3,464
                       2003                             3,464
                       2004                                 -
                       2005                                 -
                       2006                                 -
                                                  ___________
       Total minimum future rental payments:      $     6,928
                                                  ___________

  Rental payments for the nine months ended September 30, 2001 and 2000
  amounted to $3,152 and $0, respectively.

NOTE 8 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards No. 109 "Accounting for Income Taxes".  SFAS
  No. 109 requires the Company to provide a net deferred tax asset/liability
  equal to the expected future tax benefit/expense of temporary reporting
  differences between book and tax accounting methods and any available
  operating loss or tax credit carryforwards.  At September 30, 2001, the
  Company has available unused operating loss carryforwards of approximately
  $7,500, which may be applied against future taxable income and which expire
  in various years through 2021.

  The amount of and ultimate realization of the benefits from the operating
  loss carryforwards for income tax purposes is dependent, in part, upon the
  tax laws in effect, the future earnings of the Company, and other future
  events, the effects of which cannot be determined.  Because of the
  uncertainty surrounding the realization of the loss carryforwards the
  Company has established a valuation allowance equal to the tax effect of
  the loss carryforwards and, therefore, no deferred tax asset has been
  recognized for the loss carryforwards.  The net deferred tax assets are
  approximately $2,500 and $4,500 as of September 30, 2001 and December 31,
  2000, respectively, with an offsetting valuation allowance of the same
  amount resulting in a decrease in the valuation allowance of approximately
  $2,000 during the nine months ended September 30, 2001.



                                       10
<PAGE>
                             WRAP-N-ROLL USA, INC.

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 9 - RELATED PARTY TRANSACTIONS

  Management Compensation - For the year ended December 31, 2000, the Company
  did not pay any compensation to any officer/director of the Company.  On
  January 1, 2001, the Company entered into an employment agreement with an
  officer/director/employee of the Company to pay $1,000 per month.  On April
  1, 2001, the Company increased the salary to $4,000 per month.  As of
  September 30, 2001, the Company had accrued payroll of $19,536 and had paid
  $5,840 to the officer/director/employee.  [See Note 12].

  Office Space/Utilities - During the year ended December 31, 2000, the
  Company did not have a need to rent office space.  On January 1, 2001, the
  Company entered into a rental/utilities agreement with an
  officer/director/employee of the Company allowing the Company to use office
  space in his home for the operations of the Company at a base rent of $100
  per month.  The Company also agreed to pay the officer/director/employee of
  the Company a base utilities/miscellaneous expense of $100 per month
  designated for but not limited to heat, power, water, sewer, garbage
  collection, recycling, phone, fax, Internet, computer, printer and any
  other office items needed for the operations of the Company, not currently
  being paid by the Company. On September 1, 2001, the company decided to
  begin paying the rent and utilities as funds are available.  As of
  September 30, 2001, the Company had paid $1,800 in rent and
  utilities/miscellaneous to the officer/director/employee.  [See Note 12]

  Receivable - As of June 30, 2001, an officer/shareholder of the Company had
  been advanced a total of $15,027 by the Company as a non-interest bearing
  loan. On July 1, 2001, the Company extended the receivable of $15,027 into
  a new note receivable.

  Notes Receivable - On July 1, 2001, the Company extended a receivable of
  $15,027 into a new note receivable.  The note accrues interest at 7% per
  annum and is due on demand.  Accrued interest amounted to $272 and $0 at
  September 30, 2001 and December 31, 2000, respectively.  On August 1, 2001
  the Company signed a new note receivable with an officer/shareholder of the
  Company for $2,500.  The note accrues interest at 7% per annum and is due
  on demand.  There was no accrued interest at September 30, 2001 and
  December 31, 2000.  The combined principal of the two notes amounted to
  $14,727 and $0 at September 30, 2001 and December 31, 2000, respectively.

  Notes Payable - As of July 31, 2001, the Company owed a shareholder of the
  Company $812 for a note payable due April 1, 2002 accruing interest at 10%
  per annum, $10,000 for a note payable due October 31, 2001 accruing
  interest at 10% per annum and $859 for interest that had accrued on the two
  notes payable.  On August 1, 2001, the Company extended the notes and
  related interest and an additional loan of $5,000 into a new note payable
  of $16,671 due August 1, 2002.  The note accrues interest at 10% per annum.
  Accrued interest amounted to $287 at September 30, 2001.

  On July 20, 2001, the Company repaid a note payable of $1,400 and accrued
  interest of $35 to a shareholder.




                                       11
<PAGE>
                             WRAP-N-ROLL USA, INC.

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 9 - RELATED PARTY TRANSACTIONS [Continued]

  Purchase Agreement - On April 21, 2001, the Company purchased a new van for
  $29,368 to replace one of its leased cars.  To finance the purchase, an
  officer/shareholder/employee of the Company paid a down payment of $1,000
  to the financing agency.  The Company also assigned the operating lease for
  the original car to the financing agency and recognized a $1,500 gain.  The
  remaining $26,868 was financed through the financing agency in the name of
  the officer/shareholder/employee at an effective interest rate of 6%.  The
  agreement was negotiated in the name of the officer/shareholder/employee to
  take advantage of certain conditions and financing arrangements that were
  unavailable to the Company since it had only recently begun operations and
  had incurred losses since inception.  The Company then purchased the van
  from the officer/shareholder/employee on the same terms and conditions.
  The agreement requires the Company to make 60 monthly payments of $518
  directly to the financing agency beginning June 8, 2001.

NOTE 10 - GOING CONCERN

  The accompanying financial statements have been prepared in conformity with
  generally accepted accounting principles, which contemplate continuation of
  the Company as a going concern.  However, the Company has just recently
  commenced operations and may not have sufficient working capital, raising
  substantial doubt about the ability of the Company to continue as a going
  concern.  In this regard, management is proposing to raise any necessary
  additional funds not provided by operations through loans or through
  additional sales of its common stock.  There is no assurance that the
  Company will be successful in raising this additional capital.  The
  financial statements do not include any adjustments that might result from
  the outcome of these uncertainties.

NOTE 11 - EARNINGS (LOSS) PER SHARE
<TABLE>
  The following data shows the amounts used in computing earnings (loss) per
  share for the periods presented:
<CAPTION>
                                               For the Three             For the Nine
                                               Months Ended              Months Ended
                                               September 30,             September 30,
                                          _______________________   _______________________
                                             2001         2000         2001         2000
                                          __________   __________   __________   __________
<S>                                       <C>          <C>          <C>          <C>
     Net income (loss) from continuing
     operations available to common
     shareholders (numerator)             $   28,972   $     (690)  $    5,768   $   (2,450)
                                          __________   __________   __________   __________
     Weighted average number of common
     shares outstanding used in earnings
     (loss) per share for the period
     (denominator)                        11,000,000   11,000,000   11,000,000   11,000,000
                                          __________   __________   __________   __________
</TABLE>
  Dilutive earnings (loss) per share was not presented, as the Company had no
  common stock equivalent shares for all periods presented that would affect
  the computation of diluted earnings (loss) per share.


                                       12
<PAGE>

                             WRAP-N-ROLL USA, INC.

               NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 12 - COMMITMENTS AND AGREEMENTS

  Employment Agreement - On January 1, 2001, the Company entered into an
  employment agreement with its sole officer and director ("employee").  The
  agreement provided for a $1,000 per month salary for a period of three
  years commencing January 1, 2001.  The expense was to accrue until the
  Company had achieved net income of $50,000 at which time the Company would
  pay 50% of its net income before tax towards reducing the accrued salary
  liability.  On April 1, 2001, the Company increased the salary to $4,000
  per month and decided to begin paying the salary as funds are available.

  Employment Agreement - On August 1, 2001, the Company entered into an
  employment agreement with a new employee.  The agreement provides for a
  $3,000 per month salary for a period of one year commencing August 1, 2001.

  Rental/Utilities Agreements - On January 1, 2001, the Company entered into
  rental and utilities agreements with its sole officer and director
  ("landlord").  The agreements provide for payment of $100 per month for
  rent and $100 per month for utilities and other incidentals on a
  month-to-month basis starting January 1, 2001.  The rent shall accrue until
  the Company has achieved net income of $50,000, at which time the Company
  will pay 10% of its net income before tax towards reducing the accrued rent
  liability.  The utilities portion shall accrue until the Company elects to
  make payment.  On September 1, 2001, the company decided to begin paying
  the rent and utilities as funds are available.

  Joint Agreements - On June 11, 2001, the Company entered into a joint
  agreement with Newspaper Agency Corporation ("NAC") to provide advertising
  services.  The Company provides advertisers, vehicle-wrapping and
  collection of payments.  NAC provides a fleet of vehicles available for
  wrapping and business referrals.  The Company and NAC will evenly split the
  revenues less costs to wrap the vehicles.  The agreement is for one year
  and may be extended or cancelled at any time by written mutual consent.

  On May 14, 2001, the Company entered into a joint agreement with Jose
  Dicenzo ("JD") to provide advertising services.  The Company provides
  advertisers and collection of payments.  JD provides a fleet of vehicles
  available for wrapping, business referrals and vehicle-wrapping.  The
  Company and JD will evenly split the revenues less costs to wrap the
  vehicles.  The agreement is for one year and may be extended or cancelled
  at any time by written mutual consent.

NOTE 13 - SIGNIFICANT CUSTOMERS

  The Company has just recently commenced operations and all of the revenues
  received by the Company are from a limited number of clients, the loss of
  which could have a material impact on the operations of the Company.

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

General

     Wrap-N-Roll is a marketing company for specialty advertising in the form
of large format digital printing on perforated and non-perforated vinyl
substrates that can be applied to the exterior of buildings, windows, and
motor vehicles.  We began this business in October 2000, but did not realize
any revenue from the business until the first quarter of 2001.  Before then we
had no business operations, so our specialty advertising business is a new
venture for Wrap-N-Roll with less than one year of operations.

     Our business is not capital intensive because we do not require
production or storage facilities to operate our business.  We rely on third
party suppliers to produce and install the advertising product we sell, and we
place orders with suppliers only against purchase orders we receive through
our marketing efforts.  The cost of production and installation of the
advertising product averages 74 percent of the total invoice price.

     Our operations recently commenced at the end of 2000 and we do not have a
history of operations from which we can evaluate our ability to generate
revenue at sufficient levels to sustain and develop our operations without
outside financing.  We emphasize that it is management's belief alone
regarding the potential market for our advertising product that serves as the
basis for pursuing this business.  Furthermore, 95 percent of our sales
revenue during the first nine months of 2001 was derived from a single
customer, the Newspaper Agency Corporation, so that the loss of this customer
or a substantial reduction in its orders for our advertising product would
result in a substantial reduction in our sales revenue.  If our belief about
the market for our product is wrong or if the Newspaper Agency Corporation
reduces its orders for our product before we find other customers to replace
that revenue, then our sales revenues will likely stagnate or decrease and our
ability to sustain and develop the business will be substantially impaired.
In these circumstances we would likely need to seek outside financing to
sustain our operations, and we do not know whether financing would be
available on acceptable terms.  The foregoing factors raise substantial doubt
about our ability to continue as a going concern.

Results of Operations
Nine Months and Three Months Ended September 30, 2001 and 2000

     For the nine months ended September 30, 2001 and 2000, Wrap-N-Roll had
sales revenue of $256,116 and $0, respectively.  For the three months ended
September 30, 2001 and 2000, we had sales revenue of $213,976 and $0,
respectively.  The increase in sales revenue is a result of implementing our
principal business operations during the last quarter of 2000, which resulted
in sales revenue beginning in 2001.

     Revenue has steadily increased since the first quarter 2001, so that our
average monthly revenue rate over the first nine months of 2001 was
approximately $28,457.  Our goal is to increase monthly revenue by at least 10
percent each month over the next 12 months.  At present our marketing effort
is limited to personal sales calls we initiate with business owners in the
Salt Lake City metropolitan area.  We have set as a sales goal an average of
20 van advertising installations and 10 installations on other vehicles per
month.  We have not implemented any other form of advertising or marketing for
our advertising product and believe we can achieve our sales goals over the
next 12 months with direct sales efforts.  We believe the revenue we generate
internally from marketing our specialty advertising products with our current
personnel and resources will be adequate to cover our costs of production and
operating expenses through the next 12 months.

     For the three months and nine months ended September 30, 2001, our cost
of goods sold was $153,574, or 72 percent of sales revenue for the quarter,
and $190,348, or 74 percent of revenue for the nine-month period.  Cost of
goods sold includes the cost of production of the advertising material we sell
and its installation.

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<PAGE>
     General and administrative expenses and selling expense were $60,250 for
the nine month period ended September 30, 2001, compared to $2,395 for the
nine month period ended September 30, 2000, and $31,039 for the three month
period ended September 30, 2001, compared to $670 for the three month period
ended September 30, 2000.  The increase in these expenses is a result of
implementing our principal business operations during the last quarter of
2000, which resulted in a substantial increase in operating expenses through
the first nine months of 2001.

     Our operating expenses consist primarily of salary for our two employees,
office expenses, and professional fees incurred to comply with our reporting
obligations under the Securities Exchange Act of 1934 and the filing of a
registration statement for selling stockholders under the Securities Act of
1933 in July 2001.  The total salary accrued for and paid to Cliff Halling,
our president, was $25,376 through September 30, 2001, or 9.9 percent of sales
revenue, and his monthly salary is $4,000 through the remainder of 2001.  We
pay to our sales person a salary of $3,000 per month, which began in August
2001.  Our vehicle leasing and purchase obligations total $807 per month,
which includes approximately $300 payable over a three-year term for the
leased vehicle and the remainder payable over a five-year term for the vehicle
being purchased.  Our office rent and utilities through the first nine months
of 2001 was $1,800, and we expect our office expense will remain at a rate of
approximately $200 per month through the end of 2001.  Professional fees were
$17,948 during the first nine months of 2001, but of this amount approximately
$10,944 is attributable to the registration statement we filed for selling
stockholders, which we do not expect to recur as an expense in 2002.

     Wrap-N-Roll had two cars under operating leases expiring 2003.  On April
21, 2001, we purchased a new van to replace one of the cars.  To finance the
purchase, Cliff Halling, our sole officer and director, paid $1,000 to the
financing agency.  This payment made by Mr. Halling for our benefit was
applied to reduce his outstanding obligations payable to us.  Wrap-N-Roll also
assigned the operating lease for the original car to the financing agency and
recognized a $1,500 gain on the assignment.  The remaining $26,868 was
financed through an unrelated financing agency at an effective interest rate
of 6 percent.  Gain on assignment of operating lease for the nine-month period
ended September 30, 2001, was $1,500, and was $0 for the comparable period in
2000.

     Interest expense for the nine-month periods ended September 30, 2001 and
2000, was $1,522 and $55, respectively.  Interest expense for the three-month
periods ended September 30, 2001 and 2000, was $663 and $20, respectively.  We
also recognized interest income of $272 for the three and nine-month periods
ended September 30, 2001, on a note receivable from Cliff Halling.

     As a result of the foregoing factors, Wrap-N-Roll realized net income of
$5,768 for the nine-month period ended September 30, 2001, compared to a net
loss of $2,450 for the nine month period ended September 30, 2000, and net
income of $28,972 for the three month period ended September 30, 2001,
compared to a net loss of $690 for the three month period ended September 30,
2000.

Liquidity and Capital Resources

     At September 30, 2001, we had a working capital deficit of $2,686,
compared to a working capital deficit of $2,340 at December 31, 2001.

     Current assets consist primarily of cash in the amount of $61,980,
accounts receivable of $3,489, and notes receivable from Cliff Halling, our
president and sole director, in the amount of $14,727.  Prior to July 2001,
Wrap-N-Roll advanced a total of $15,027 to Mr. Halling, which is represented
by a note payable to Wrap-N-Roll bearing interest at 7 percent per annum and
due on demand.  We made a further advance to Mr. Halling in the amount of
$2,500 represented by a note dated August 1, 2001, bearing interest at 7
percent per annum and due on demand.  Mr. Halling has repaid $2,800 on the
notes, so that the outstanding balance at September 30, 2001, was $14,727 with

                                       15
<PAGE>
accrued interest of $272.  We do not have any present intention of making
further advances to Mr. Halling.

     Current liabilities consist primarily of $41,779 in accounts payable and
accrued expenses, $19,536 of accrued payroll due to Cliff Halling, $16,671 on
a note payable to Ken Kurtz, a stockholder, and $4,881 of current portion on
long-term debt incurred to purchase our van.  Ken Kurtz loaned to us $712
through April 2000, $10,000 in November 2000, $1,400 in April 2001, and $5,000
in August 2001.  These funds were used to fund our working capital needs.  The
loan for $1,400 was repaid, with interest, in July 2001.  The remaining loans
and their accrued interest were restructured as a new note in August 2001 in
the principal amount of $16,671 bearing interest of 10 percent per annum and
due on August 1, 2002.  Accrued interest on this note at September 30, 2001,
was $287.

     Long-term debt at September 30, 2001, consisted of $20,317 due an
unrelated finance company that provided the financing on our van.  The
obligation is payable in monthly installments over a term of five years
commencing in April 2001, bears interest at an effective interest rate of six
percent per annum, and is secured by our van with a net book value of $26,431.

     If we achieve our revenue goals by the end of 2001, then we will evaluate
the feasibility of adding two employees; one sales person and one clerical
person.  New employees will be added only if our operations can support the
new employees without outside financing and if we believe the addition of
these employees will enable us to penetrate our market more effectively.  An
increase in our operations and the number of employees may require us to seek
larger office space during the first six months of 2002 to house our marketing
and service personnel.  Should this growth occur, we do not expect that we
would need more than approximately 600 square feet of office space.  We
believe that there is an adequate supply of office space in Salt Lake County,
Utah to meet our need for larger space, should it arise.  Based solely on our
informal investigation of office space, we believe we could find suitable
space to rent for $12 per square foot per year, or a total of $7,200 per year
for 600 square feet.

     Wrap-N-Roll began generating sales revenue from its business operations
since the beginning of 2001.  Consequently, we do not have a history of
operations that allows us to predict with any certainty whether our sales will
continue at current levels or increase over the next 12 months.  Assuming we
can maintain our current level of sales revenue, we believe we can fund our
operations internally over the next 12 months.  However, 95 percent of our
sales revenue in the nine-month period ended September 30, 2001 was derived
from a single customer, the Newspaper Agency Corporation, so a substantial
reduction in orders from this customer that we are unable to make up with new
sales would severely affect our operations and impair our ability to continue
as a going concern.  Our agreement with the Newspaper Agency Corporation is
for a term of one year expiring in June 2002, but can be terminated by either
party at any time.  We believe our relationship with the Newspaper Agency
Corporation is good, and have no reason to believe the agreement will not
continue through June of 2002.

     In the past Cliff Halling, our president and sole director, agreed to
defer payment of his compensation when we did not have sufficient revenue to
pay the expense.  We have no agreement or arrangement with Mr. Halling to
renew this practice in the future, should the need arise.  We have also relied
in the past on loans from Ken Kurtz, a stockholder, to provide working capital
for our operations.  We similarly have no agreement or arrangement with Mr.
Kurtz to provide financing in the future.  Should there be a substantial
reduction in our sales revenue at any time over the next 12 months it is
likely we would need to seek outside financing to fund our operations.  We
have not identified any sources for such financing and we do not know whether
any financing would be available to us on acceptable terms.


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<PAGE>
                                    PART II

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

Exhibit No.   Location    Description

Ex 10.1         *1*       Joint Agreement with Jose Dicenzo dated
                          May 14, 2001.

Ex 10.2         *1*       Joint Agreement with Newspaper Agency Corporation
                          Dated June 11, 2001.

Ex 10.3         E-1       Employment Agreement by and between the Company and
                          Derek Williams dated August 1, 2001.

Ex 10.4         E-5       Rental/Utilities Agreement by and between
                          the Company and Cliff Halling dated
                          September 1, 2001.

Ex 10.5         E-7       Note Receivable in the form of a Promissory Note
                          Dated August 1, 2001 executed by the Company.

*1*  The listed exhibits are incorporated herein by this reference to
Amendment No. 1 to the Registration Statement on Form SB-2/A filed by the
Company with the Securities and Exchange Commission on October 9, 2001.

(b)  Reports on Form 8-K:  No reports on Form 8-K have been filed during the
     last quarter of the period covered by this report.

SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

                                   Wrap-N-Roll USA, Inc.


                                      /S/ CLIFF HALLING
                                   -----------------------------------
Date:   November 19, 2001          By: Cliff Halling, President and Treasurer



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