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 March 31, 2003.

[ ]  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 May 15, 2003, there were 10,550,000 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. . .20



                         PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . .23


ITEM 2.   CHANGES IN SECURITIES. . . . . . . . . . . . . . . . . . . ...23


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . . .23


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . .24


ITEM 5.   OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . ...24


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . .24


     SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .24




<PAGE>
                                    PART I

ITEM 1.   FINANCIAL STATEMENTS

     In the opinion of management, the accompanying unaudited condensed
financial statements included in this Form 10-QSB reflect all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of the results of operations for the periods presented.  The
results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.



                           WRAP-N-ROLL USA, INC.

                 UNAUDITED CONDENSED FINANCIAL STATEMENTS

                              MARCH 31, 2003





                                 CONTENTS

                                                                PAGE

        -   Unaudited Condensed Balance Sheets,
            March 31, 2003 and December 31, 2002               4 - 5


        -   Unaudited Condensed Statements of Operations,
            for the three months ended March 31, 2003
            and 2002                                             6


        -   Unaudited Condensed Statements of Cash Flows,
            for the three months ended March 31, 2003
            and 2002                                           7 - 8


        -   Notes to Unaudited Condensed Financial Statements  9 - 19









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

                    UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS

                                          March 31,   December 31,
                                             2003         2002
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $        1   $      247
  Accounts receivable, net of
    allowance for doubtful accounts
    of $0 and $0, respectively                 1,500            -
  Prepaid expense                              1,576            -
  Related party receivable                     1,632        1,484
  Notes receivable - related party             7,481        9,432
                                         ___________  ___________
        Total Current Assets                  12,190       11,163

PROPERTY AND EQUIPMENT, net                   18,819       20,387
                                         ___________  ___________
                                          $   31,009   $   31,550
                                         ___________  ___________






















                                [Continued]

                                     -4-
<PAGE>

                           WRAP-N-ROLL USA, INC.

                    UNAUDITED CONDENSED BALANCE SHEETS

                                [Continued]


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                          March 31,   December 31,
                                             2003         2002
                                         ___________  ___________
CURRENT LIABILITIES:
  Accounts payable and accrued expenses   $   36,946   $   90,995
  Accounts payable and accrued expenses
    - related party                           59,346       49,543
  Judgements payable                          39,548            -
  Note payable                                10,126            -
  Notes payable - related party               38,072       29,171
  Current portion of long-term debt            6,240        5,701
                                         ___________  ___________
    Total Current Liabilities                190,278      175,410

LONG-TERM DEBT, less current portion          13,590       15,132
                                         ___________  ___________
    Total Liabilities                        203,868      190,542
                                         ___________  ___________

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,
   10,550,000 shares issued and
   outstanding                                10,550       10,550
  Capital in excess of par value                 450          450
  Retained earnings (deficit)               (183,859)    (169,992)
                                         ___________  ___________
    Total Stockholders' Equity (Deficit)    (172,859)   (158,992)
                                         ___________  ___________
                                          $   31,009   $   31,550
                                         ___________  ___________









Note: The Balance Sheet of December 31, 2002 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.

                                    -5-
<PAGE>

                           WRAP-N-ROLL USA, INC.

               UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                    For the Three
                                                     Months Ended
                                                      March 31,
                                                  __________________
                                                     2003      2002
                                                  ________   ________
SALES REVENUE, net of returns,
  discounts and allowances                        $  3,000   $ 13,603

COST OF GOODS SOLD                                   2,797     10,573
                                                  ________   ________
GROSS PROFIT                                           203      3,030
                                                  ________   ________
EXPENSES:
  General and administrative                        12,478     31,389
                                                  ________   ________
        Total Expenses                              12,478     31,389
                                                  ________   ________

LOSS BEFORE OTHER INCOME (EXPENSE)                 (12,275)   (28,359)
                                                  ________   ________
OTHER INCOME (EXPENSE):
  Interest income - related party                      148        240
  Interest expense - related party                  (1,063)      (534)
  Interest expense                                    (677)      (417)
                                                  ________   ________
        Total Other Income (Expense)                (1,592)      (711)
                                                  ________   ________

LOSS BEFORE INCOME TAXES                           (13,867)   (29,070)

CURRENT TAX EXPENSE                                      -          -

DEFERRED TAX EXPENSE                                     -          -
                                                  ________   ________

NET LOSS                                          $(13,867)  $(29,070)
                                                  ________   ________

LOSS PER COMMON SHARE                             $   (.00)  $   (.00)
                                                  ________   ________









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

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

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                    For the Three
                                                     Months Ended
                                                      March 31,
                                                  __________________
                                                     2003    2002
                                                  ________  ________
Cash Flows from Operating Activities:
 Net loss                                        $(13,867)  $(29,070)
 Adjustments to reconcile net loss to
  net cash used by operating activities:
 Depreciation expense                               1,568      1,568
 Non-cash expenses                                    600        600
 Changes in assets and liabilities:
   (Increase) decrease in accounts receivable      (1,500)       923
   (Increase) in prepaid expense                   (1,576)         -
   (Increase) in related party receivable            (148)      (240)
   Increase (decrease) in accounts payable
     and accrued expenses                          (4,375)     9,693
   Increase in accounts payable and
     accrued expenses - related party              12,304      2,925
                                                  ________  ________
        Net Cash (Used) by
         Operating Activities                      (6,994)   (13,601)
                                                  ________  ________

Cash Flows from Investing Activities:
 Receipts from notes receivable                     1,351          -
                                                  ________  ________
        Net Cash Provided by
         Investing Activities                       1,351          -
                                                  ________  ________

Cash Flows from Financing Activities:
 Proceeds from notes payable - related party        6,400          -
 Payments on long-term debt                        (1,003)    (1,375)
                                                  ________  ________
        Net Cash Provided (Used) by
         Financing Activities                       5,397     (1,375)
                                                  ________  ________

Net Increase (Decrease) in Cash                      (246)   (14,976)

Cash at Beginning of Period                           247     17,657
                                                  ________  ________

Cash at End of Period                             $     1   $  2,681
                                                  ________  ________

Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
   Interest                                       $   865   $    179
   Income taxes                                   $     -   $      -



                                [Continued]

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

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                [Continued]


Supplemental Schedule of Non-cash Investing and Financing Activities:

 For the three months ended March 31, 2003:

   In  January  2003, the Company extended accounts payable  of  $10,126
   into a new note payable.

   In  January 2003, the Company extended related party notes payable of
   $26,671  and  related accrued interest of $2,501 into two  new  notes
   payable.

   The Company applied expenses totaling $600 against notes receivable.

 For the three months ended March 31, 2002:

   The Company applied expenses totaling $600 against notes receivable.

























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

                                   -8-
<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
  Company provides 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.

  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 March 31, 2003 and  2002  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  in  the United States  of  America  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,  2002  audited
  financial statements.  The results of operations for the periods ended
  March  31,  2003  and  2002  are  not necessarily  indicative  of  the
  operating results for the full year.

  Cash  and  Cash Equivalents - The Company considers all highly  liquid
  debt investments purchased with a maturity of three months or less  to
  be cash equivalents.

  Accounts and Loans Receivable - The Company records accounts and loans
  receivable at the lower of cost or fair value.  The Company determines
  the  lower of cost or fair value of nonmortgage loans on an individual
  asset  basis.   The Company recognizes interest income on  an  account
  receivable  based  on the stated interest rate for  past-due  accounts
  over  the period that the account is past-due.  The Company recognizes
  interest income on a loan receivable based on the stated interest rate
  over  the  term of the loan.  The Company accumulates and defers  fees
  and  costs  associated with establishing a receivable to be  amortized
  over  the  estimated  life  of the related  receivable.   The  Company
  estimates  allowances for doubtful accounts and loan losses  based  on
  the  aged  receivable  balance  and historical  losses.   The  Company
  records  interest  income on delinquent accounts and loans  receivable
  only  when  payment is received.  The Company first  applies  payments
  received on delinquent accounts and loans receivable to eliminate  the
  outstanding principal.  The Company charges off uncollectible accounts
  and  loans  receivable  when management estimates  no  possibility  of
  collecting the related receivable.  The Company considers accounts and
  loans  receivable  to be past-due or delinquent based  on  contractual
  terms.
                                   -9-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Property and Equipment - Property and equipment are recorded at  cost.
  Expenditures  for  repairs and maintenance are  charged  to  operating
  expense as incurred.  Expenditures for additions and betterments  that
  extend  the  useful lives of property and equipment  are  capitalized,
  upon  being  placed  in service.  When assets are  sold  or  otherwise
  disposed  of,  the  cost  and  related  accumulated  depreciation   or
  amortization  is removed from the accounts and any resulting  gain  or
  loss is included in operations.  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's revenue comes primarily from  the
  installation of advertising which is wrapped around a vehicle,  window
  or  building.   Installation revenue is recognized upon completion  of
  the   installation.   The  Company  also  sells  monthly  advertising,
  typically with a term ranging from 1 month to 1 year.  The advertising
  is  displayed on vehicles owned or rented by the Company.  Advertising
  revenue is recognized over the term of the advertising agreement using
  the  straight-line  method.  The actual design, layout,  printing  and
  installation of the advertising are subcontracted out to  third  party
  vendors.   These direct costs are recorded by the Company as  cost  of
  goods sold.

  Revenue  derived  from  joint  agreements  or  from  commission   type
  agreements is recorded on a net basis.  On a net basis, only the share
  of revenue belonging to the Company is recorded as revenue.

  Advance  payments and deposits, which are received  up  front  by  the
  Company, are deferred and recognized as revenue upon completion of the
  installation or upon delivery of the advertising.

  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.

  Loss  Per  Share - The computation of 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 13].

  Accounting  Estimates  -  The preparation of financial  statements  in
  conformity with generally accepted accounting principles in the United
  States   of   America  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.

                                   -10-
<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. 141, "Business Combinations",  SFAS
  No.  142,  "Goodwill  and  Other Intangible  Assets",  SFAS  No.  143,
  "Accounting   for  Asset  Retirement  Obligations",  SFAS   No.   144,
  "Accounting for the Impairment or Disposal of Long-Lived Assets", SFAS
  No.  145,  "Rescission of FASB Statements No. 4, 44, and 64, Amendment
  of  FASB  Statement No. 13, and Technical Corrections", SFAS No.  146,
  "Accounting  for  Costs Associated with Exit or Disposal  Activities",
  SFAS  No.  147, "Acquisitions of Certain Financial Institutions  -  an
  Amendment  of  FASB Statements No. 72 and 144 and FASB  Interpretation
  No.  9", and SFAS No. 148, "Accounting for Stock-Based Compensation  -
  Transition and Disclosure - an Amendment of FASB Statement  No.  123",
  were recently issued.  SFAS No. 141, 142, 143, 144, 145, 146, 147  and
  148  have  no current applicability to the Company or their effect  on
  the financial statements would not have been significant.

  Reclassification - The financial statements for periods prior to March
  31,  2003  have  been  reclassified to conform  to  the  headings  and
  classifications used in the March 31, 2003 financial statements.

NOTE 2 - PROPERTY AND EQUIPMENT

  Property and equipment consisted of the following at:

                                          March 31,   December 31,
                                             2003         2002
                                         ___________  ___________
        Vehicles                         $   31,365   $   31,365

        Less: Accumulated depreciation      (12,546)     (10,978)
                                         ___________  ___________
        Net Property and Equipment       $   18,819   $   20,387
                                         ___________  ___________

  For  the  three  months ended March 31, 2003 and  2002,  respectively,
  depreciation expense amounted to $1,568 and $1,568.

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  Accounts payable and accrued expenses consisted of the following at:

                                          March 31,   December 31,
                                             2003         2002
                                         ___________  ___________
        Accounts payable                 $   15,641   $   69,840
        Accrued payroll, taxes and
          withholdings                       20,769       21,130
        Interest payable                        536           25
                                         ___________  ___________
                                         $   36,946   $   90,995
                                         ___________  ___________

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

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTY

  Accounts payable and accrued expenses to related parties consisted  of
  the following at:

                                          March 31,   December 31,
                                             2003         2002
                                         ___________  ___________
        Accrued payroll - related party  $   58,305   $   46,674
        Accrued interest - related party      1,041        2,869
                                         ___________  ___________
                                         $   59,346   $   49,543
                                         ___________  ___________

NOTE 5 - JUDGEMENTS PAYABLE

  In March 2003, the Third District Court for Salt Lake County issued  a
  judgement against the Company for Prografix International, Inc. in the
  amount  of $34,682 [See Note 14].  The judgement provides for interest
  to  accrue  on the principal balance at 10% per annum.  For the  three
  months  ended March 31, 2003 and 2002, respectively, interest  expense
  amounted to $304 and $0.  At March 31, 2003, accrued interest amounted
  to $304.

  In April 2003, the Third District Court for Salt Lake County issued  a
  judgement against the Company for Metro Display, LLC in the amount  of
  $4,866 [See Notes 14 and 16].  The judgement provides for interest  to
  accrue  on  the  principal balance at 10% per annum.   For  the  three
  months  ended March 31, 2003 and 2002, respectively, interest  expense
  amounted  to $0 and $0.  At March 31, 2003, accrued interest  amounted
  to $0.

  The  amounts recorded as judgements payable consisted of the following
  at:

                                          March 31,   December 31,
                                             2003         2002
                                         ___________  ___________
     Judgement for Prografix
       International, Inc.               $  34,682    $       -
     Judgement for Metro Display, LLC        4,866            -
                                         ___________  ___________
                                         $  39,548    $       -
                                         ___________  ___________

NOTE 6 - NOTE PAYABLE

  On  January 8, 2003, the Company extended an accounts payable  balance
  of  $10,126 into a note payable to Mark E. Lehman & Associates,  PLLC.
  The note is secured by all the assets of the Company, accrues interest
  at  8%  per annum and is due May 30, 2003.  For the three months ended
  March  31,  2003 and 2002, respectively, interest expense amounted  to
  $189 and $0.  At March 31, 2003, accrued interest amounted to $189.

                                   -12-
<PAGE>
                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - LONG-TERM DEBT

  Long-term debt consisted of the following at:

                                          March 31,   December 31,
                                             2003         2002
                                         ___________  ___________
        Note payable to a financing
        agency for 60 months at
        3% interest, secured by a
        vehicle with a net book
        value of $18,819                 $   19,830   $   20,833

        Less: Current portion                (6,240)      (5,701)
                                         ___________  ___________
                                         $   13,590   $   15,132
                                         ___________  ___________

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

              March 31,           Principal Due
            ____________           ___________
                 2004               $    6,240
                 2005                    5,899
                 2006                    6,073
                 2007                    1,618
                 2008                        -
                                   ___________
                                    $   19,830
                                   ___________

  For  the  three  months ended March 31, 2003 and  2002,  respectively,
  Interest  expense for long-term debt amounted to $144  and  $179.   At
  March 31, 2003, accrued interest amounted to $43.

NOTE 8 - 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  March
  31, 2003 and December 31, 2002.

  Common  Stock - The Company has authorized 20,000,000 shares of common
  stock with a par value of $.001.

  Common Stock Cancellation - In June 2002, a shareholder of the Company
  returned 450,000 shares of common stock for cancellation.

NOTE 9 - OPERATING LEASES

  The Company had two cars under operating leases expiring in 2003.   In
  April  2001, the Company purchased a van to replace one of  the  cars.
  As  part  of  the  purchase, the Company assigned  the  lease  of  the
  original car to the financing agency [See Note 11].

                                  -13-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 9 - OPERATING LEASES [Continued]

  Minimum  future  rental  payments under the  remaining  non-cancelable
  operating  lease for the twelve-month periods ended and  in  aggregate
  are:

              March 31,               Amount
            ____________           ___________
                 2004               $    2,315
                 2005                        -
                 2006                        -
                 2007                        -
                 2008                        -
                                   ___________
       Total minimum future
         rental payments:           $    2,315
                                   ___________

  For  the  three  months ended March 31, 2003 and  2002,  respectively,
  rental payments amounted to $418 and $868, respectively.

NOTE 10 - 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
  or  liability equal to the expected future tax benefit or  expense  of
  temporary  reporting  differences  between  book  and  tax  accounting
  methods  and any available operating loss or tax credit carryforwards.
  At  March  31,  2003, the Company has available unused operating  loss
  carryforwards  of approximately $47,900, which may be applied  against
  future taxable income and which expire in various years through  2023.
  If  certain  substantial  changes in the  Company's  ownership  should
  occur,  there  will  be  an annual limitation on  the  amount  of  net
  operating loss carryforwards which can be utilized.

  At  March  31,  2003,  the  total  of  all  deferred  tax  assets  was
  approximately  $70,000 and the total of all deferred  tax  liabilities
  was  $1,200.   The amount of and ultimate realization of the  benefits
  from the deferred tax assets 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  of
  approximately $68,800.  The net change in the valuation allowance  was
  approximately $5,200 during the three months ended March 31, 2003.

                                    -14-
<PAGE>
                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES [Continued]

  The  temporary  differences gave rise to the  following  deferred  tax
  asset (liability):

                                                 March 31,
                                                    2003
                                                ___________
         Excess of tax over financial
           accounting depreciation               $    1,435
         Accrued compensation                        29,495
         Accounts payable                            20,586
         Accrued interest                               588
         Accounts receivable                           (560)
         Interest receivable                           (609)
         Net operating loss carryover                17,851

  The   components  of  federal  income  tax  expense  from   continuing
  operations consisted of the following for the three months ended:

                                                 March 31,
                                                    2003
                                                ___________
         Current income tax expense:
           Federal                               $        -
           State                                          -
                                                ___________
         Net current tax expense                 $        -
                                                ___________

         Deferred tax expense (benefit) resulted from:
           Excess of tax over financial
             accounting depreciation             $     (310)
           Accrued Compensation                      (4,327)
           Accounts payable                           5,464
           Accrued interest expense                     491
           Accounts receivable                          560
           Interest receivable                           55
           Net operating loss carryover              (7,107)
           Valuation allowance                        5,174
                                                ___________
         Net deferred tax expense                $        -
                                                ___________

  Deferred  income  tax expense results primarily from the  reversal  of
  temporary  timing  differences between  tax  and  financial  statement
  income.

                                   -15-
<PAGE>
                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES [Continued]

  The  reconciliation of income tax from continuing operations  computed
  at the U.S. federal statutory tax rate to the Company's effective rate
  is as follows for the three months ended:

                                                      March 31,
                                                        2003
                                                     ___________
         Computed tax at the expected
           federal statutory rate                       34.00%
         State income taxes, net of federal benefit      3.30
         Valuation allowance                           (37.30)
                                                     ___________
         Effective income tax rates                      0.00%
                                                     ___________

NOTE 11 - RELATED PARTY TRANSACTIONS

  Notes  Receivable - On July 1, 2001, the Company extended a receivable
  of  $15,027  into  a note receivable.  On August 1, 2001  the  Company
  signed  a  note receivable with an officer/shareholder of the  Company
  for $2,500.  Both notes accrue interest at 7% per annum and are due on
  demand.   At March 31, 2003, accrued interest amounted to $1,632.   As
  of    March   31,   2003,   the   Company   had   applied   rent   and
  utilities/miscellaneous expenses totaling $5,400  and  a  $1,000  down
  payment made on behalf of the Company against the principal of the two
  notes,  plus  the  officer/shareholder  repaid  $3,646,  resulting  in
  principal of $7,481 owed at March 31, 2003 [See below].

  Purchase  Agreement - On April 21, 2001, the Company purchased  a  van
  for  $31,365  to  replace  one of its leased  cars.   To  finance  the
  purchase,  an  officer/shareholder of the Company paid $1,000  to  the
  financing agency and the Company assigned its operating lease  to  the
  financing agency and recognized a $1,500 gain.  The remaining  $28,865
  was  financed  through  the  financing  agency  in  the  name  of  the
  officer/shareholder at 3% interest.  The agreement was  negotiated  in
  the  name  of  the  officer/shareholder to take advantage  of  certain
  conditions  and  financing arrangements that were unavailable  to  the
  Company.    The   Company   then   purchased   the   van   from    the
  officer/shareholder 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.  At March 31, 2003,  the
  Company owed $19,830 on the purchase of the van [See Note 7].

  Loan  Payable  -  On May 28, 2002, an entity controlled  by  a  former
  shareholder  of the Company loaned $1,000 to the Company as  a  30-day
  loan.   On  July  30,  2002, the loan was extended  into  a  new  note
  payable.

  Notes  Payable  - On April 1, 2003, the Company signed a  $3,200  note
  payable  to  a former shareholder of the Company [See Note  16].   The
  Company  had received the proceeds from the note in March  2003.   The
  note accrues interest at 10% per annum and is due on demand.  For  the
  three  months  ended  March 31, 2003 and 2002, respectively,  interest
  expense  amounted  to $0 and $0.  At March 31, 2003, accrued  interest
  amounted to $0.

                                    -16-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 11 - RELATED PARTY TRANSACTIONS [Continued]

  On March 4, 2003, the Company signed a $3,200 note payable to a former
  shareholder  of  the Company.  The note accrues interest  at  10%  per
  annum and is due on demand.  For the three months ended March 31, 2003
  and  2002, respectively, interest expense amounted to $25 and $0.   At
  March 31, 2003, accrued interest amounted to $25.

  On January 8, 2003, the Company extended a note payable of $10,000 and
  related accrued interest of $417 into a new note payable to an  entity
  controlled  by  a  former shareholder of the  Company.   The  note  is
  secured by all the assets of the Company, accrues interest at  8%  per
  annum  and is due May 30, 2003.  For the three months ended March  31,
  2003 and 2002, respectively, interest expense amounted to $184 and $0.
  At March 31, 2003, accrued interest amounted to $184.

  On January 8, 2003, the Company extended a note payable of $16,671 and
  related accrued interest of $2,084 into a new note payable to a former
  shareholder of the Company.  The note is secured by all the assets  of
  the Company, accrues interest at 8% per annum and is due May 30, 2003.
  For  the  three  months ended March 31, 2003 and  2002,  respectively,
  interest expense amounted to $341 and $0.  At March 31, 2003,  accrued
  interest amounted to $341.

  On  October  17, 2002, the Company signed a $2,500 note payable  to  a
  former  shareholder of the Company.  The note accrues interest at  10%
  per  annum and is due on demand.  For the three months ended March 31,
  2003  and  2002, respectively, interest expense amounted to  $62.   At
  March 31, 2003, accrued interest amounted to $114.

  On  August  1, 2002, the Company extended a note payable of $5,000,  a
  $1,000  loan, related accrued interest of $108 and an additional  loan
  of  $3,892  into  a  new note payable to a former shareholder  of  the
  Company.   The note accrued interest at 10% per annum and was  due  on
  demand.   On January 8, 2003, this note was extended into a  new  note
  payable.

  On  April  15,  2002, the Company signed a $5,000 note payable  to  an
  entity  controlled by a former shareholder of the Company.   The  note
  accrued interest at 10% per annum and was due on demand.  On August 1,
  2002, this note was extended into a new note payable.

  On August 1, 2001, the Company extended a note payable of $812, a note
  payable of $10,000, related accrued interest of $859 and an additional
  loan of $5,000 into a new note payable to a former shareholder of  the
  Company.   The note accrued interest at 10% per annum and was  due  on
  demand.   On January 8, 2003, this note was extended into a  new  note
  payable.

  Management Compensation - On January 1, 2001, the Company entered into
  an  employment agreement with an officer/shareholder of the Company to
  pay  $1,000 per month for three years.  On April 1, 2001, the  Company
  increased the salary to $4,000 per month.  For the three months  ended
  March 31, 2003 and 2002, respectively, the Company accrued payroll  of
  $11,631 and $3,003 and paid $0 and $9,231 to the officer/shareholder.

                                   -17-
<PAGE>
                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 11 - RELATED PARTY TRANSACTIONS [Continued]

  Office Space/Utilities - On January 1, 2001, the Company entered  into
  rental  and  utilities agreements with an officer/shareholder  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 and a  base
  utility  expense of $100 per month.  For the three months ended  March
  31,  2003 and 2002, respectively, the Company expensed $600 and  $600,
  as  rent  and utilities/miscellaneous expenses which have been applied
  against   the   principal   of   two   notes   receivable   from   the
  officer/shareholder [See above].

NOTE 12 - GOING CONCERN

  The accompanying financial statements have been prepared in conformity
  with generally accepted accounting principles in the United States  of
  America,  which  contemplate continuation of the Company  as  a  going
  concern.  However, the Company has incurred losses since its inception
  and  has  current  liabilities in excess  of  current  assets.   These
  factors  raise 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  or  in  achieving  profitable  operations.    The
  financial statements do not include any adjustments that might  result
  from the outcome of these uncertainties.

NOTE 13 - LOSS PER SHARE

  The following data shows the amounts used in computing loss per share:

                                                     For the Three
                                                      Months Ended
                                                        March 31,
                                                  ______________________
                                                     2003        2002
                                                  _________   __________
    Loss from operations available to common
    shareholders  (numerator)                     $(13,867)   $ (29,070)
                                                  _________   __________
    Weighted average number of common
    shares outstanding used in loss per share
    for the period (denominator)                 10,550,000   11,000,000
                                                 __________   __________

  Dilutive  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 loss per share.

                                   -18-
<PAGE>
                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 14 - COMMITMENTS AND CONTINGENCIES

  Employment Agreement - On August 1, 2001, the Company entered into  an
  employment agreement with an employee.  The agreement provided  for  a
  $3,000 per month salary for a period of one year commencing August  1,
  2001.   The employment agreement continued on a month-to-month  basis.
  In  November  2002,  the Company terminated the employment  agreement.
  For  the three months ended March 31, 2003 and 2002, respectively, the
  Company accrued payroll of $0 and $1,385 and paid $0 and $6,923 to the
  employee.

  Litigation   -   In  December  2002,  Prografix  International,   Inc.
  ("Prografix"),  a  supplier of the Company, filed a complaint  in  the
  Third District Court for Salt Lake County.  Prografix claimed that the
  Company  had  not  paid for services rendered and sought  a  judgement
  against  the  Company in the amount of unpaid invoices plus  interest.
  In March 2003, the court issued a judgement against the Company in the
  amount  of $34,682.  The judgement provides for interest to accrue  on
  the principal balance at 10% per annum.

  In  February  2003,  Metro  Display, LLC ("MD"),  a  supplier  of  the
  Company,  filed a complaint in the Third District Court for Salt  Lake
  County.   MD  claimed  that  the Company had  not  paid  for  services
  rendered  and sought a judgement against the Company in the amount  of
  unpaid  invoices  plus  collection costs.  In April  2003,  the  court
  issued  a  judgement against the Company in the amount of $4,866  [See
  Note  16].   The  judgement provides for interest  to  accrue  on  the
  principal balance at 10% per annum.

NOTE 15 - CONCENTRATIONS

  Significant Customer - For the three months ended March 31, 2003,  all
  of  the  Company's revenues came from just one customer.  The loss  of
  this   significant  customer  could  adversely  affect  the  Company's
  business and financial position.

  Geographic Region - During the three months ended March 31, 2003,  all
  of  the Company's sales and operations were located in and around Salt
  Lake City, Utah.

NOTE 16 - SUBSEQUENT EVENTS

  Judgement  -  In April 2003, the Third District Court  for  Salt  Lake
  County  issued a judgement against the Company for Metro Display,  LLC
  in the amount of $4,866.

  Note  Payable  - On April 1, 2003, the Company signed  a  $3,200  note
  payable  to  a  former shareholder of the Company.   The  Company  had
  received  the proceeds from the note in March 2003.  The note  accrues
  interest at 10% per annum and is due on demand.

                                  -19-

<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.

     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 76 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, since 88 percent of our sales revenue during the year ended
2001 was derived from a single customer, the Newspaper Agency Corporation,
the loss of this customer during 2002 resulted in a substantial reduction
in our sales revenue.  If our belief about the market for our product is
wrong or if we are unable to find other customers to replace the revenue
of the Newspaper Agency Corporation, then our sales revenues will likely
continue to 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

Three Months Ended March 31, 2003 and 2002

     For the three months ended March 31, 2003 and 2002, Wrap-N-Roll had
sales revenue of $3,000 and $13,603 respectively.

         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.

     Our average monthly revenue rate over the first three months of 2003
was approximately $1,000.  Our goal is to increase monthly revenue by at
least 10 percent each month over the next 12 months.  This has been our
goal for the past year, but with the loss of revenue from our largest
customer, we failed to reach this goal by a substantial margin.  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 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.  The revenue we generate
internally from marketing our specialty advertising products with our
current personnel and resources may not be adequate to cover our costs of
production and operating expenses through the next 12 months.

     For the three months ended March 31, 2003, our cost of goods sold was
$2,797, or 93% percent of sales revenue.  Cost of goods sold includes the
cost of production of the advertising material we sell and its
installation.

                                -20-
<PAGE>


     General and administrative expenses and selling expenses were $12,478
for the three month period ended March 31, 2003, compared to $31,389 for
the three month period ended March 31, 2002.

     Our operating expenses consist primarily of salary for our one
employee, office expenses, and professional fees.  The total salary
accrued for and paid to Cliff Halling, our president, was $11,631 through
March 31, 2003, and his monthly salary is $4,000 through the remainder of
2003.  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
three months of 2003 was $600, and we expect our office expense will
remain at a rate of approximately $200 per month through the end of 2003.
Professional fees were $0 during the first three months of 2003.

     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 $28,865 was financed through an unrelated financing agency at an
interest rate of 3 percent.

     Interest expense for the three-month period ended March 31, 2003 and
2002, was $1,740 and $951 respectively.  We also recognized interest
income of $148 for the three-month period ended March 31, 2003, on a note
receivable from Cliff Halling.

     As a result of the foregoing factors, Wrap-N-Roll realized a net loss
of $13,867 for the three-month period ended March 31, 2003, compared to a
net loss of $29,070 for the three-month period ended March 31, 2002.

    ********************************************************************
               CALENDAR YEARS ENDED DECEMBER 31, 2002 AND 2001
    ********************************************************************

     The Company had $59,111 in revenue for the calendar year ended
December 31, 2002 and $258,872 in revenue for the calendar year ended
December 31, 2001.  The Company incurred $119,939 in net operating losses
for the calendar year ended December 31, 2002 as compared to $36,713 in
net operating losses for the calendar year ended December 31, 2001.

     The net operating loss for all periods resulted primarily from
general and administrative expenses and interest expense.  The net loss
per share for December 31, 2002 and December 31, 2001 was $0.01 and $0.00
per share respectively.

     General and administrative expenses for all periods ended consisted
of general corporate administration, legal and professional expenses, and
accounting and auditing costs.  These expenses were $103,934 for the
calendar year ended December 31, 2002 and $96,859 for the calendar year
ended December 31, 2001.

  Selling expenses for the calendar year ended December 31, 2002 and 2001
were $31 and $925 respectively.

                                   -21-
<PAGE>

     Interest expense for the calendar year ended December 31, 2002 and
2001 was $6,649 and $3,059 respectively.  We also recognized interest
income of $961 for the calendar year ended December 31, 2002, on a note
receivable from Cliff Halling.

     For the current fiscal year, the Company anticipates incurring a loss
as a result of legal and accounting expenses, expenses associated with
registration under the Securities Exchange Act of 1934, as amended, and
expenses associated with its new business plan, as described herein.

Liquidity and Capital Resources

     At March 31, 2003, we had a working capital deficit of $178,088
compared to a working capital deficit of $74,422 at March 31, 2002.

     Current assets consist primarily of cash in the amount of $1,
accounts receivable of $1,500, and notes receivable and accrued interest
from Cliff Halling, our president and sole director, in the amount of
$9,113.  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 $10,046 on the notes, so that the outstanding
balance at March 31, 2003, was $7,481 with accrued interest of $1,632.  We
do not have any present intention of making further advances to Mr.
Halling.

     Current liabilities total $190,278 and consist primarily of $36,946
in accounts payable and accrued expenses, $59,346 of accounts payable and
accrued related party expenses, $39,548 owed for judgments and $48,198 on
the current portion due of notes payable and $6,240 of current portion of
a long-term debt incurred to purchase our van.

     At December 31, 2002 we had notes payable of $29,171 in the form of
three separate promissory notes, all to a former shareholder or an entity
controlled by a former shareholder.  The first note, dated August 1, 2002
was in the amount of $16,671 and was due on demand, bearing interest at the
rate of 10% per annum.  The second note dated July 30, 2002 was in the
amount of $10,000 and was due on demand, bearing interest at the rate of
10% per annum.  The third note dated October 17, 2002 was in the amount of
$2,500 and was due on demand, bearing interest at the rate of 10% per
annum.

     In March 2003, a former shareholder loaned us an additional $6,400
bearing interest at 10% per annum, payable on demand.

     In January 2003, we entered into an agreement to secure the liability
of one of our debtors. This security agreement is in the amount of
$10,125.68 and is secured by a first lien on our assets with the exception
of our Company van, which is pledged to the loaning finance company.  The
August 2002 and July 2002 notes along with accrued interest that were due
to a former shareholder were also secured in January 2003 by a second and
third lien against our assets, respectively.  The amounts underlying these
secured positions totaling $38,072.00, excluding the van, are payable in
full May 30, 2003 and are accruing interest at a rate of 8% per annum.

     Long-term debt at March 31, 2003, consisted of $13,590 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 three percent per annum, and
is secured by our van with a net book value of $18,819.

                                 -22-
<PAGE>

     If we achieve our revenue goals by the end of 2003, then we will
evaluate the feasibility of adding employees.  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 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 decrease over the next 12
months.

     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 a previous stockholder, to provide
working capital for our operations.  We similarly have no agreement or
arrangement with this person 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.


                                    PART II

ITEM 1.   LEGAL PROCEEDINGS

     In the fourth quarter of 2002 Prografix, a printing company, filed a
complaint against us in the Third District Court for Salt Lake County for
amounts due by us related to printing services.  In the first quarter of
2003, Prografix obtained a default judgment against us in the amount of
$34,682.47.

     In the first quarter of 2003 Metro Display, a printing company, filed
a complaint against us for amounts due by us related to printing services
totaling approximately $4,866. In the second quarter of 2003, Metro
Display obtained a default judgment against us in the amount of $4,866.

     We have not defended either case and do not intend to do so, since we
chose to conserve our resources as best as possible for our survival.  Our
goal is to work our way to profitability and hopefully resolve the claims
against us.

     No other claims are pending or have been threatened.


ITEM 2.   CHANGES IN SECURITIES

     Not Applicable.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     Not Applicable.


                                    -23-
<PAGE>


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

     Not Applicable.


ITEM 5.   OTHER INFORMATION

     Not Applicable.


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

  (a)  Exhibits.  Exhibits required to be attached by Item 601 of Regulation
     S-B are listed in the Index to Exhibits, which is incorporated herein by
     reference.

  (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 Section 13 or 15(d) of the Exchange Act, this
report
has been signed below by the following persons on behalf by the
undersigned
thereunto duly authorized.


                                   WRAP-N-ROLL USA, INC.

                                  /s/ Cliff Halling

                                   -----------------------------------
Date: May 15, 2003               By: Cliff Halling, President, Secretary
                                                     Treasurer, Director








                                    -24-
<PAGE>



                              INDEX TO EXHIBITS
                             ---------------------

SEC Ref
No.       Page No.      Description
-------   --------      -----------
99.1                    Certification Pursuant to 18 USC, Section 1350, As
                        Adopted Pursuant to Sections 302 and 906 of the
                        Sarbanes-Oxley Act of 2002

<PAGE>