<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 March 31, 2001.

[ ]  Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ______ to ______.


                      Commission File Number:   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 1, 2001, there were 11,000,000 shares of common stock issued
and outstanding.


                                Total of Sequentially Numbered Pages:   25
                                           Index to Exhibits on Page:   19
<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 1.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . .17


ITEM 2.   CHANGES IN SECURITIES . . . . . . . . . . . . . . . . . . . . .17


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . . .17


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . .17


ITEM 5.   OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . .17


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . .18


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














                                                                           2
<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.

















                    [THIS SPACE INTENTIONALLY LEFT BLANK]


























                                                                           3
<PAGE>











                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]

                  UNAUDITED CONDENSED FINANCIAL STATEMENTS

                               MARCH 31, 2001









                                                                           4
<PAGE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]




                                 CONTENTS

                                                                      PAGE
                                                                      -----

-    Unaudited Condensed Balance Sheets, March 31,
      2001 and December 31, 2000                                      2


-    Unaudited Condensed Statements of Operations,
      for the three months ended March 31, 2001 and
      2000 and for the period from inception on September 26,
      1997 through March 31, 2001                                     3


-    Unaudited Condensed Statements of Cash Flows,
      for the three months ended March 31, 2001 and
      2000 and for the period from inception on September 26,
      1997 through March 31, 2001                                     4


-    Notes to Unaudited Condensed Financial Statements                5 - 9






                                                                           5

<PAGE>
<TABLE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]
<CAPTION>
                     UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS

                                                    March 31,   December 31,
                                                      2001         2000
                                                   ___________  ___________
<S>                                                <C>          <C>
CURRENT ASSETS:
       Cash in bank                                $      285   $    3,059
       Accounts receivable                                221          -
       Related party receivable                         5,970        7,230
                                                   ___________  ___________
           Total Current Assets                         6,476       10,289
                                                   ___________  ___________
                                                   $    6,476   $   10,289
                                                   ___________  ___________

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
       Accounts payable                            $      998   $    1,440
       Accounts payable-related party                     168          149
       Notes payable - related party                   10,812       10,812
       Accrued expenses - related party                 4,098          228
       Sales tax payable                                   71          -
                                                   ___________  ___________
           Total Current Liabilities                   16,147       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                       -            -
     Deficit accumulated during the
       development stage                              (20,671)     (13,340)
                                                   ___________  ___________
           Total Stockholders' Equity (Deficit)        (9,671)      (2,340)
                                                   ___________  ___________
                                                   $    6,476   $   10,289
                                                   ___________  ___________

</TABLE>
Note: The Balance Sheet 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.

                                    - 2 -
                                                                           6
<PAGE>
<TABLE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]
<CAPTION>
                UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                       For the Three         From Inception
                                                        Months Ended        on September 26,
                                                          March 31,          1997 Through
                                                   ________________________    March 31,
                                                      2001         2000          2001
                                                   ___________  ___________  _____________
<S>                                                <C>          <C>          <C>
REVENUE                                            $    1,105   $      -     $      1,105

EXPENSES:
         General and Administrative                     8,166        1,225         21,062
         Selling                                          -            -              116
                                                   ___________  ___________  _____________

LOSS BEFORE OTHER
      EXPENSES                                         (7,061)      (1,225)       (20,073)

OTHER EXPENSES:
         Interest Expense                                 270           14            598
                                                   ___________  ___________  _____________

LOSS BEFORE INCOME TAXES                               (7,331)      (1,239)       (20,671)

CURRENT TAX EXPENSE                                       -            -              -

DEFERRED TAX EXPENSE                                      -            -              -
                                                   ___________  ___________  _____________

NET LOSS                                           $   (7,331)  $   (1,239)  $    (20,671)
                                                   ___________  ___________  _____________

LOSS PER COMMON SHARE                              $     (.00)  $     (.00)  $       (.00)
                                                   ___________  ___________  _____________


</TABLE>






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

                                    - 3 -
                                                                           7
<PAGE>
<TABLE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]
<CAPTION>
                UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                              For the Three         From Inception
                                                               Months Ended        on September 26,
                                                                 March 31,          1997 Through
                                                          ________________________    March 31,
                                                             2001         2000          2001
                                                          ___________  ___________  _____________
<S>                                                       <C>          <C>          <C>
Cash Flows From Operating Activities:
  Net loss                                                $   (7,331)  $   (1,239)  $    (20,671)
  Adjustments to reconcile net loss to
    net cash used by operating activities:
      Stock issued for services                                  -            -            1,000
  Changes in assets and liabilities:
      Decrease (increase) in accounts receivable                (221)         -             (221)
      Additional accrued interest - related party                270           14            598
      Increase (decrease) in accounts payable                   (352)         -            1,237
      Increase (decrease) in accrued expenses - related
       party                                                   3,600          -            3,600
      Decrease (increase) in related party receivable          1,260          -           (5,970)
      Increase (decrease) in loan payable                        -            -              712
                                                          ___________  ___________  _____________
        Net Cash Provided (Used) by Operating Activities      (2,774)      (1,225)       (19,715)
                                                          ___________  ___________  _____________
Cash Flows From Investing Activities:                            -            -              -
                                                          ___________  ___________  _____________
        Net Cash Provided by Investing Activities                -            -              -
                                                          ___________  ___________  _____________
Cash Flows From Financing Activities:
  Proceeds from notes payable - related party                    -            -           10,000
  Proceeds from issuance of common stock                         -            -           10,000
                                                          ___________  ___________  _____________
        Net Cash Provided by Financing Activities                -            -           20,000
                                                          ___________  ___________  _____________
Net Increase (decrease) in Cash                               (2,774)      (1,225)           285

Cash at Beginning of Period                                   3,059         9,400            -
                                                          ___________  ___________  _____________
Cash at End of Period                                     $     285    $    8,175   $        285
                                                          ___________  ___________  _____________

Supplemental Disclosures of Cash Flow
  Information:

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

</TABLE>
Supplemental Schedule of Noncash Investing and Financing Activities:
   For the periods ended March 31, 2001 and 2000:
     None

   For the period from inception on September 26, 1997 through March 31,
    2001:
     The Company extended a loan payable of $712 and its accrued interest of
     $100 into a new note payable of $812.
     The Company issued 1,000,000 shares of its common stock for services
     valued at $1,000.





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

                                    - 4 -
                                                                           8
<PAGE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]

              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 on 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.

  The Company's services are segmented into stationary or mobile advertising
  services.  Stationary advertising services are defined as advertising
  services provided by the company utilizing stationary mediums for the
  display of the advertising message.  Such mediums include buildings,
  windows and storefronts.  Mobile advertising services are defined as
  advertising services provided by the Company utilizing mobile mediums such
  as a motor vehicle, for the display of the advertising message.

  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, 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 March 31, 2001 and 2000 are not necessarily indicative of the
  operating results for the full year.

  Organization Costs - Organization costs, which reflect amounts expended to
  organize the Company, amounted to $1,000 and were expensed during the
  period ended December 31, 1997.

  Operating Expenses - The Company leases two vehicles that are available for
  clients to wrap their advertising on and the vehicles are then driven in
  high traffic areas.  To initially wrap the vehicles to promote this
  service, the Company incurred and expensed in December 2000 $116.  The
  Company has decided to include the expenses associated with this service in
  its operating expenses.  Thus, operating expenses now consist of all costs
  associated with the goods and services sold.  The financial statements for
  all periods presented have been restated to reflect this change in policy.
  The restatement had no effect on net income or retained earnings.

  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 7]

                                    - 5 -
                                                                           9
<PAGE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Cash and Cash Equivalents - For purposes of the statement of cash flows,
  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.

  Recently Enacted Accounting Standards - Statement of Financial Accounting
  Standards (SFAS) No. 136, "Transfers of Assets to a not for profit
  organization or charitable trust that raises or holds contributions for
  others", SFAS No. 137, "Accounting for Derivative Instruments and Hedging
  Activities - deferral of the effective date of FASB Statement No. 133 (an
  amendment of FASB Statement No. 133)", SFAS No. 138 "Accounting for Certain
  Derivative Instruments and Certain Hedging Activities - and Amendment of
  SFAS No. 133", SFAS No. 139, "Recission of SFAS No. 53 and Amendment to
  SFAS No. 63, 89 and 21", and SFAS No. 140, "Accounting to Transfer and
  Servicing of Financial Assets and Extinguishment of Liabilities", were
  recently issued.  SFAS No. 136, 137, 138, 139 and 140 have no current
  applicability to the Company or their effect on the financial statements
  would not have been significant.

NOTE 2 - CAPITAL STOCK

  Common Stock - 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).

NOTE 3 - OPERATING LEASES

  The Company leases two vehicles under operating leases expiring in 2003.

  Minimum future rental payments under non-cancelable operating leases having
  remaining terms in excess of one year as of March 31, 2001 in aggregate are
  $17,060 through 2003.

NOTE 4 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement of
  Financial Accounting Standards No. 109 "Accounting for Income Taxes".  FASB
  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 March 31, 2001, the Company
  has available unused operating loss carryforwards of approximately $21,000,
  which may be applied against future taxable income and which expire in
  various years through 2021.

                                    - 6 -
                                                                           10
<PAGE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 4 - INCOME TAXES [Continued]

  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 $7,000 and $4,500 as of March 31, 2001 and December 31, 2000,
  respectively, with an offsetting valuation allowance of the same amount
  resulting in a change in the valuation allowance of approximately $2,500
  during the three months ended March 31, 2001.

NOTE 5 - 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 a employment agreement with an
  officer/director/employee of the Company to pay $1,000 per month.  As of
  March 31, 2001, the Company had accrued $3,000 in salary expense.

  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.  As of March 31, 2001, the Company had accrued
  $300 in rent expense and $300 in utilities/miscellaneous expense.

  Receivable - As of March 31, 2001, an officer/shareholder of the Company
  had been advanced $5,970 by the Company as a no interest loan.

  Accounts Payable - As of March 31, 2001, an officer/shareholder of the
  Company was due $168 from the Company for reimbursable expenses.

  Notes Payable - As of March 31, 2001, the Company had two notes payable to
  a shareholder in the total amount of $10,812.  One note for $812 is due
  April 1, 2002.  The other note for $10,000 is due October 31, 2001.  Both
  notes accrue interest at 10% per annum.  Accrued interest amounted to $498
  at March 31, 2001.

                                    - 7 -
                                                                           11
<PAGE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 6 - 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 incurred losses
  since its inception and has not yet been successful in establishing
  profitable operations.  Further, the Company 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 achieving profitable operations.  The
  financial statements do not include any adjustments that might result from
  the outcome of these uncertainties.

NOTE 7 - LOSS PER SHARE
<TABLE>
  The following data show the amounts used in computing loss per share for
  the periods presented:
<CAPTION>
                                           For the Three       From Inception
                                           Months Ended       on September 26,
                                             March 31,          1997 Through
                                      ________________________    March 31,
                                         2001         2000          2001
                                      ___________  ___________  _____________
<S>                                   <C>          <C>          <C>

  Loss from continuing operations
  available to common shareholders
  (numerator)                        $   (7,331)  $   (1,239)  $    (20,671)
                                      ___________  ___________  _____________

  Weighted average number of
  common shares outstanding used
  in loss per share for the period
  (denominator)                      11,000,000   11,000,000      6,218,409
                                      ___________  ___________  _____________

</TABLE>
  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.

NOTE 8 - COMMITMENTS AND AGREEMENTS

  Employment Agreement - The Company has entered into an employment agreement
  with its sole officer and director ("employee").  The agreement provides
  for a $1,000 per month salary for a period of three years commencing
  January 1, 2001.  The salary shall accrue until the Company has achieved
  net income of $50,000 at which time the Company will pay 50% of its net
  income before tax towards reducing the accrued salary liability.

                                    - 8 -
                                                                           12
<PAGE>
                            WRAP-N-ROLL USA, INC.
                     [Formerly Oxy General Corporation]
                       [A Development Stage Company]

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 8 - COMMITMENTS AND AGREEMENTS [Continued]

  Rental/Utilities Agreement - The Company has entered into a
  rental/utilities agreement with its sole officer and director ("landlord").
  The agreement provides 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.

NOTE 9 - 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.

                                    - 9 -
                                                                           13
<PAGE>
---------------------------------------------------------------------------
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------------------------

Results of Operations
---------------------

     *****************************************************************
           THREE MONTH PERIODS ENDED MARCH 31, 2001 AND 2000, AND
        FROM INCEPTION ON SEPTEMBER 26, 1997 THROUGH MARCH 31, 2001
                               (UNAUDITED)
     *****************************************************************

     The Company had revenues of $1,105 from continuing operations for the
three month period ended March 31, 2001 and no revenue from continuing
operations for the three month period ended March 31, 2000 and $1,105 in
revenues from continuing operations from inception on September 26, 1997
through March 31, 2001.

     General and administrative expenses for all periods ended consisted of
general corporate administration, legal and professional expenses, auto, rent
and utilities expenses and accounting and auditing costs.  These expenses were
$8,166 for the three month period ended March 31, 2001, $1,225 for the three
month period ended March 30, 2000, and $21,062 from inception on September 26,
1997 through March 31, 2001.

     Interest expense for the three month periods ended March 31, 2001 and
2000 were $270 and $14 respectively.  Interest expense from inception on
September 26, 1997 through March 31, 2001 was $598.  Interest was accrued on a
note payable to a third party in the principal amount of $712.  This note
payable and related accrued interest of $100 were rolled into a new one-year
related party note payable, due on April 1, 2001, and bears interest at 10%
per annum.  On April 1, 2001, the Company was granted a one-year extension on
this note payable.  Interest was also accrued on a second note payable dated
November 1, 2000 in the amount of $10,000 with a third party and bears
interest at 10% per annum.

     As a result of the foregoing factors, the Company realized a net loss of
$7,331 for the three month period ended March 31, 2001, $1,239 for the three
month period ended March 30, 2000, and $20,671 from inception on September 26,
1997 through March 31, 2001.

    ********************************************************************
               CALENDAR YEARS ENDED DECEMBER 31, 2000 AND 1999
     AND FROM INCEPTION ON SEPTEMBER 26, 1997 THROUGH DECEMBER 31, 2000
                                  (AUDITED)
    ********************************************************************

     The Company had no revenues for the calendar year ended December
31, 2000 and 1999, and from inception on September 26, 1997 through December
31, 2000.  The Company incurred $10,942 in net operating losses for the
calendar year ended December 31, 2000 as compared to $884 in net operating
losses for the calendar year ended December 31, 1999 and $13,340 from
inception on September 26, 1997 through December 31, 2000.

     The net operating loss for all periods resulted primarily from general
and administrative expenses and interest expense.  The net loss per share for
each period was $0.00 per share.

                                                                           14
<PAGE>
     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 $10,584 for the calendar
year ended December 31, 2000, $835 for the calendar year ended December 31,
1999 and $12,896 from inception on September 26, 1997 through December 31,
2000.

  Selling expenses for the calendar year ended December 31, 2000 and 1999
and from inception on September 26, 1997 through December 31, 2000 were $116,
$0 and $116 respectively.

     Interest expense for the calendar year ended December 31, 2000 and 1999
and from inception on September 26, 1997 through December 31, 2000 was $242,
$49, and $328 respectively.  Interest was accrued on a note payable to a third
party in the principal amount of $712.  This note payable and related accrued
interest of $100 were rolled into a new one-year related party note payable,
due on April 1, 2001, and bears interest at 10% per annum.  On April 1, 2001,
the Company was granted a one-year extension on this note payable.  Interest
was also accrued on a second note payable dated November 1, 2000 in the amount
of $10,000 with a third party and bears interest at 10% per annum.  Interest
was accrued on the two notes payable in the principal amount of $228 at
December 31, 2000.

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

     The Company remains in the development stage and, since inception, has
had revenues totaling $1,105.  At March 31, 2001 the Company had working
capital
of ($9,671) and cash in the amount of $285.  All cash raised by the Company at
March 31, 2001 had come from sales to customers totaling $1,105 and from two
notes payable.  The first note payable is for $812, and the second note
payable is for $10,000.  These notes are payable on April 1, 2002 and October
31, 2001 respectively and accrue interest at 10% per annum and were executed
to obtain capital to pay the costs of operating expenses.

     Management believes that the Company does not have sufficient cash to
meet its anticipated needs through the calendar year ending 2001.  However,
there can be no assurances to that effect, as the Company has had minimal
revenues through the date of this report.  In the event the Company requires
additional funds, the Company will have to seek loans or equity placements to
cover such cash needs. There is no assurance additional capital will be
available to the Company on acceptable terms.

     Further, the Company believes that by positioning itself as a publicly
traded and listed entity, it will secure a more appealing position in the view
of the investing public because of the theoretical increase in the liquidity
of an investment in the Company's securities.  Additionally, management
believes that should the Company need additional capitalization, it would most
likely obtain capital from investors through private placements of the
Company's equity securities.  Notwithstanding such an evaluation, the Company
is not presently aware of any specific interest from potential investors, nor
is management certain that such capital will be available or that the Company


                                                                           15
<PAGE>
will in fact be successful in securing additional capital.  If or when the
Company can establish a positive cash flow for a period of time and therefore
can demonstrate to potential private investors that it can generate profits,
then this factor, combined with a publicly traded and listed status, is
expected to be utilized to market the Company as an attractive investment for
private placement purposes.  Management prefers to pursue such a strategy
sometime during 2001.  If the Company cannot succeed in implementing such a
strategy, then its chances for growth are substantially undermined.  Without
additional capitalization the Company's ability to survive as a going concern
is substantially confined.

Plan of Operations
------------------

     The Company is in its start-up stage at this time.  The Company will
offer US businesses of all sizes the opportunity to obtain additional
exposure to the consumer by "wrapping" (a term used to describe the total
logoing of a vehicle) a new 2001 VW Beetle or Chrysler PT Cruiser.  The
vehicle will be driven and parked in an area conducive to the companies
demographics.

     The Company has no property.  The Company currently maintains
operations from the home of its president.  On January 1, 2001, the Company
entered into a Rental/Utilities Agreement ("Rental/Utilities Agreement") with
Cliff Halling for use of office space in his home at a base rent of $100 per
month.  The Company also agreed to pay 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
use, printer use, and any other office items needed for the operations of the
Company, not currently being paid by the Company.  The Company and Mr. Halling
have agreed to accrue the monthly rent and utilities/miscellaneous
expenses until the Company has sufficient net income to pay the expenses.  A
copy of the Rental/Utilities Agreement is attached as an exhibit and is
incorporated herein by this reference.  At March 31, 2001, the Company had
accrued $300 in rent expense and $300 in utilities/miscellaneous expense.  The
Company will continue to maintain operations at this location until management
believes that the Company's revenues and financial resources justify a move to
an alternative location.  If such a move is required, the Company believes
that there is an adequate supply of office/warehouse/retail space in Salt
Lake County, Utah meeting the Company's anticipated needs for the foreseeable
future.  Initially, the Company expects that it will lease rather than
purchase such property in order to allocate its resources specifically to its
operations.

     The Company has one employee.  During the calendar year ended December
31, 2000, the Company's only employee did not receive any type of
compensation.  On January 1, 2001, the Company entered into an Employment
Agreement with Cliff Halling, the Company's sole officer/director/employee
("Employment Agreement").  Mr. Halling shall receive a salary in the amount of
$1,000 per month for services related to the operations of the Company.  As of
the date of this report, the Company had no funds available to pay this
salary.  The Company and Mr. Halling have agreed to accrue the monthly salary
until the Company has sufficient net income to pay the expense.  At March 31,
2001, the Company had accrued $3,000 in salary expense.  A copy of the
Employment Agreement is attached as an exhibit and is incorporated herein by
this reference.

                                                                           16
<PAGE>
     The Company may attempt to employ additional personnel if it is able to
generate sufficient revenues.  However, there is no assurance that the
services of such persons will be available or that they can be obtained upon
terms favorable to the Company.  If and when the Company is successful in
achieving a positive cash flow, it is likely that the Company will consider
expanding, which will also increase costs.

     Management expects that the Company will continue generating small
amounts of revenue during the three calendar quarters of 2001 from future
clients.  As the Company attracts more clientele, revenues are expected to
increase.

     No commitments to provide additional funds have been made by management
or other stockholders.  Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.

     Irrespective of whether the Company's cash assets prove to be adequate
to meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.


                                    PART II

---------------------------------------------------------------------------
ITEM 1.   LEGAL PROCEEDINGS
---------------------------------------------------------------------------

     The Company is not a party to any material pending legal proceedings,
and to the best of its knowledge, no such proceedings by or against the
Company have been threatened.

---------------------------------------------------------------------------
ITEM 2.   CHANGES IN SECURITIES
---------------------------------------------------------------------------

     Not Applicable.

---------------------------------------------------------------------------
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
---------------------------------------------------------------------------

     Not Applicable.

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

     Not Applicable.

---------------------------------------------------------------------------
ITEM 5.   OTHER INFORMATION
---------------------------------------------------------------------------

     Not Applicable.

                                                                           17
<PAGE>
---------------------------------------------------------------------------
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 of this Form 10-QSB, 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 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:   May 17, 2001               By: Cliff Halling, President, Secretary
                                                       Treasurer, Director






                                                                           18
<PAGE>
                               INDEX TO EXHIBITS
                              ---------------------

SEC Ref          Page
No.              No.       Description
-------          ----      -----------

Ex-3(i)(a)       *         Articles of Incorporation of the Company, filed
                           with the State of Nevada on September 26, 1997.

Ex-3(i)(b)       ****      Certificate of Amendment of Articles of
                           Incorporation, filed with the State of Nevada on
                           October 19, 2000, but effective November 17,
                           2000.

Ex-3(ii)         *         Bylaws of the Company.

Ex-10(i)         **        Promissory Note dated April 1, 2000 executed by
                           the Company.

Ex-10(ii)        ***       Promissory Note dated November 1, 2000 executed
                           by the Company.

Ex-10(iii)       20        Employment Agreement by and between the Company
                           and Cliff Halling dated January 1, 2001.

Ex-10(iv)        24        Rental/Utilities Agreement by and between the
                           Company and Cliff Halling dated January 1, 2001.


****        The listed exhibits are incorporated herein by this reference to
            the Annual Report on Form 10-KSB for the calendar year ended
            December 31, 2000, filed by the Company with the Securities and
            Exchange Commission on April 12, 2001.

***         The listed exhibits are incorporated herein by this reference to
            the Quarterly Report on Form 10-QSB for the quarter ended
            September 30, 2000, filed by the Company with the Securities and
            Exchange Commission on November 9, 2000.

**          The listed exhibits are incorporated herein by this reference to
            the Quarterly Report on Form 10-QSB for the quarter ended June
            30, 2000, filed by the Company with the Securities and Exchange
            Commission on August 14, 2000.

*           The listed exhibits are incorporated herein by this reference to
            the Registration Statement on Form 10-SB, filed by the Company
            with the Securities and Exchange Commission on February 10, 2000.

                                                                           19