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

                              FORM 10-QSB/A
                            (Amendment No. 1)

(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, 2002.

[ ]  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 16, 2002, there were 11,000,000 shares of common stock issued
and outstanding.

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


<PAGE>

                                 FORM 10-QSB
                           WRAP-N-ROLL USA, INC.


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

                                                                       PAGE
                                                                      ------

                        PART I - FINANCIAL INFORMATION


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


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. . . 17



                         PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . 20


ITEM 2.   CHANGES IN SECURITIES. . . . . . . . . . . . . . . . . . . . . 20


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . . . 20


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . . . 20


ITEM 5.   OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 20


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 21


     SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21




                                       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>


                                   CONTENTS

                                                                PAGE
                                                               ------

  --    Unaudited Condensed Balance Sheets,
           March 31, 2002 and December 31, 2001                   5


  --    Unaudited Condensed Statements of Operations,
           for the three months ended March 31, 2002
           and 2001                                               6


  --    Unaudited Condensed Statements of Cash Flows,
           for the three months ended March 31, 2002
           and 2001                                               7


  --    Notes to Unaudited Condensed Financial Statements     8 - 16





                                       4

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

                           UNAUDITED CONDENSED BALANCE SHEETS


                                        ASSETS

                                                               March 31,       December 31,
                                                                 2002              2001
                                                             -------------    -------------
<S>                                                          <C>              <C>
CURRENT ASSETS:
     Cash in bank                                           $        2,681           17,657
     Accounts receivable, net of allowance for doubtful
       accounts of $0 and $1,819, respectively                         127            1,050
     Related party receivable                                          763              523
     Notes receivable - related party                               13,527           14,127
                                                             -------------    -------------
            Total Current Assets                                    17,098           33,357

PROPERTY AND EQUIPMENT, net                                         25,092           26,660
                                                             -------------    -------------
                                                             $      42,190    $      60,017
                                                             =============    =============

                             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                  $       44,905           35,212
     Accounts payable and accrued expenses - related
       party                                                        24,352           21,427
     Note payable - related party                                   16,671           16,671
     Current portion of long-term debt                               5,592            5,554
                                                             -------------    -------------
            Total Current Liabilities                               91,520           78,864

LONG-TERM DEBT, less current portion                                18,793           20,206
                                                             -------------    -------------
            Total Liabilities                                      110,313           99,070
                                                             -------------    -------------

STOCKHOLDERS' EQUITY (DEFICIT):
     Preferred stock, $.001 par value, 5,000,000 shares
       authorized, no shares issued and outstanding                    -                -
     Common stock, $.001 par value, 20,000,000 shares
       authorized, 11,000,000 shares issued and
       outstanding                                                  11,000           11,000
     Capital in excess of par value                                    -                -
     Retained earnings (deficit)                                   (79,123)         (50,053)
                                                             -------------    -------------
            Total Stockholders' Equity (Deficit)                   (68,123)         (39,053)
                                                             -------------    -------------
                                                             $      42,190    $      60,017
                                                             =============    =============


Note: The Balance Sheet of December 31, 2001 was taken from the auditedfinancial statements
      at that date and condensed.


The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>

                                           5

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

                       UNAUDITED CONDENSED STATEMENTS OF OPERATIONS



                                                                      For the Three
                                                                      Months Ended
                                                                        March 31,
                                                                  2002             2001
                                                             -------------    -------------
<S>                                                          <C>              <C>
SALES REVENUE, net of returns, discounts and allowances      $      13,603    $       1,105

COST OF GOODS SOLD                                                  10,573            3,502
                                                             -------------    -------------
GROSS PROFIT (LOSS)                                                  3,030           (2,397)
                                                             -------------    -------------
EXPENSES:
     General and administrative                                     31,389            4,664
                                                             -------------    -------------
            Total Expenses                                          31,389            4,664
                                                             -------------    -------------

LOSS BEFORE OTHER INCOME (EXPENSE)                                 (28,359)          (7,061)
                                                             -------------    -------------

OTHER INCOME (EXPENSE):
     Interest income - related party                                   240              -
     Interest expense - related party                                 (534)            (270)
     Interest and other expense                                       (417)             -
                                                             -------------    -------------
            Total Other Income (Expense)                              (711)            (270)
                                                             -------------    -------------

LOSS BEFORE INCOME TAXES                                           (29,070)          (7,331)

CURRENT TAX EXPENSE                                                    -                -

DEFERRED TAX EXPENSE                                                   -                -
                                                             -------------    -------------

NET LOSS                                                     $     (29,070)   $      (7,331)
                                                             -------------    -------------

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




The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>

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

                              UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                                                    For the Three
                                                                                    Months Ended
                                                                                     March 31,
                                                                                2002             2001
                                                                           -------------    -------------
<S>                                                                        <C>              <C>
Cash Flows From Operating Activities:
     Net loss                                                             $      (29,070)   $      (7,331)
     Adjustments to reconcile net loss to net cash used by
       operating activities:
        Depreciation expense                                                       1,568              -
        Non-cash expenses                                                            600              -
        Changes in assets and liabilities:
          (Increase) decrease in accounts receivable                                 923             (221)
          (Increase) decrease in related party receivable                           (240)           1,260
          Increase (decrease) in accounts payable and accrued expenses             9,693             (352)
          Increase in accounts payable and accrued expenses - related party        2,925            3,870
                                                                           -------------    -------------
          Net Cash (Used) by Operating Activities                                (13,601)          (2,774)
                                                                           -------------    -------------

Cash Flows From Investing Activities                                                 -                -
                                                                           -------------    -------------
          Net Cash Provided by Investing Activities                                  -                -
                                                                           -------------    -------------

Cash Flows From Financing Activities:
     Payments on long-term debt                                                   (1,375)             -
                                                                           -------------    -------------
          Net Cash (Used) by Financing Activities                                 (1,375)             -
                                                                           -------------    -------------
Net Increase (decrease) in Cash                                                  (14,976)          (2,774)

Cash at Beginning of Period                                                       17,657            3,059
                                                                           -------------    -------------

Cash at End of Period                                                      $       2,681    $         285
                                                                           -------------    -------------

Supplemental Disclosures of Cash Flow Information:

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

Supplemental Schedule of Noncash Investing and Financing Activities:

     For the three months ended March 31, 2002:
         The Company applied expenses totaling $600 against notes receivable.

     For the three months ended March 31, 2001:
         None



The accompanying notes are an integral part of these unaudited condensed financial statements.
</TABLE>

                                                    7

<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
     tothe 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, 2002 and 2001 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, 2001 audited
     financial statements.  The results of operations for the periods ended
     March 31, 2002 and 2001 are not necessarily indicative of the operating
     results for the full year.

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

     Revenue Recognition - The Company'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.

     The Company has joint agreements wherein the Company jointly shares
     advertising revenue with other entities.  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.


                                      8

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

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     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 12].

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

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

     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", and SFAS No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets", were recently issued.
     SFAS No. 141, 142, 143 and 144 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, 2002 have been reclassified to conform to the headings and
     classifications used in the March 31, 2002 financial statements.

NOTE 2 - PROPERTY AND EQUIPMENT

     Property and equipment consisted of the following at:

                                               March 31,       December 31,
                                                 2002              2001
                                              -----------     -------------
           Vehicles                           $    31,365     $      31,365
           Less: Accumulated depreciation          (6,273)           (4,705)
                                              -----------     -------------
           Net Property and Equipment         $    25,092     $      26,660
                                              -----------     -------------

     Depreciation expense for the three months ended March 31, 2002 and 2001
     was $1,568 and $0, respectively.


                                      9

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

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses consisted of the following at:

                                                March 31,       December 31,
                                                  2002              2001
                                               -----------     -------------
          Accounts payable                     $    38,746     $      30,701
          Accrued payroll, taxes and
          withholdings                               5,089             4,046
          Joint agreements revenues payable            589               350
          Sales tax payable                            446                80
          Interest payable                              35                35
                                               -----------     -------------
                                               $    44,905     $      35,212
                                               -----------     -------------

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTY

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

                                                March 31,       December 31,
                                                  2002              2001
                                               -----------     -------------
         Accrued payroll - related party       $    23,231     $      20,723
         Accrued interest - related party            1,121               704
                                               -----------     -------------
                                               $    24,352     $      21,427
                                               -----------     -------------

NOTE 5 - LONG-TERM DEBT

     Long-term debt consisted of the following at:

                                                March 31,       December 31,
                                                  2002              2001
                                               -----------     -------------
         Note payable to financing agency for
         60 months at an interest rate of 3%,
         secured by a vehicle with a net book
         value of $25,092                     $     24,385     $      25,760

         Less: Current portion                      (5,592)           (5,554)
                                               -----------     -------------
                                               $    18,793     $      20,206
                                               -----------     -------------

                                      10

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

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 5 - LONG-TERM DEBT [Continued]

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

                     March 31,                   Principal Due
                     -----------                  -------------
                        2003                      $       5,592
                        2004                              5,745
                        2005                              5,915
                        2006                              6,089
                        2007                              1,044
                                                  -------------
                                                  $      24,385
                                                  -------------

     Interest expense for long-term debt for the three months ended March 31,
     2002 and 2001 amounted to $179 and $0, respectively.

NOTE 6 - CAPITAL STOCK

     Preferred stock - The Company has authorized 5,000,000 shares of
     preferred stock, $.001 par value, with such rights, preferences and
     designations and to be issued in such series as determined by the Board
     of Directors.  No shares were issued and outstanding at March 31, 2002
     and December 31, 2001.

     Common Stock - The Company has authorized 20,000,000 shares of common
     stock with a par value of $.001.  At March 31, 2002 and December 31,
     2001, there were 11,000,000 shares issued and outstanding.

NOTE 7 - SALES REVENUE

     Sales revenue consisted of the following for the three months ended:

                                             March 31,       December 31,
                                               2002              2001
                                            -----------     -------------
          Installation revenues             $     7,164     $       1,105
          Advertising revenues                    6,025               -
          Joint agreements revenues                 414               -
          Less: Returns, discounts and
              allowances                            -                 -
                                            -----------     -------------
          Sales revenue, net of returns,
              discounts and allowances      $    13,603     $       1,105
                                            -----------     -------------


                                      11

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

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 8 - OPERATING LEASES

     The Company had two cars under operating leases expiring in 2003.  On
     April 21, 2001, the Company purchased a new van to replace one of the
     cars.  To finance the purchase, an officer/shareholder/employee of the
     Company paid $1,000 to the financing agency.  The Company also assigned
     the operating lease for the original car to the financing agency and the
     Company recognized a $1,500 gain on the assignment.  The remaining
     $28,865 was financed through the financing agency at an interest rate of
     3%.

     Minimum future rental payments under the remaining non-cancelable
     operating lease having a remaining term in excess of one year as of
     March 31, 2002 for the twelve month periods ended and in aggregate are:

                      March 31,                   Amount
                     -----------                 -----------
                        2003                     $     3,473
                        2004                           2,026
                        2005                             -
                        2006                             -
                        2007                             -
                                                 -----------
     Total minimum future rental payments:       $     5,499
                                                 -----------

     Rental payments for the three months ended March 31, 2002 and 2001
     amounted to $868 and $1,137, respectively.

NOTE 9 - INCOME TAXES

     The Company accounts for income taxes in accordance with Statement of
     Financial Accounting Standards No. 109 "Accounting for Income Taxes".
     SFAS No. 109 requires the Company to provide a net deferred tax
     asset/liability equal to the expected future tax benefit/expense of
     temporary reporting differences between book and tax accounting methods
     and any available operating loss or tax credit carryforwards.  At March
     31, 2002, the Company has available unused operating loss carryforwards
     of approximately $79,100, which may be applied against future taxable
     income and which expire in various years through 2022.

     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 $27,000 and $17,000 as of March
     31, 2002 and December 31, 2001, respectively, with an offsetting
     valuation allowance of the same amount resulting in an increase in the
     valuation allowance of approximately $10,000 during the three months
     ended March 31, 2002.


                                     12


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

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 10 - RELATED PARTY TRANSACTIONS

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

     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, 2002, accrued interest amounted to $763.  As of March 31,
     2002, the Company had applied rent and utilities/miscellaneous expenses
     totaling $3,000 and a $1,000 down payment made on behalf of the Company
     against the principal of the two notes, resulting in principal of
     $13,527 owed at March 31, 2002 [See below and Note 13].

     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/employee of the Company paid a down payment of
     $1,000 to the financing agency.  The Company also assigned the operating
     lease for the original car to the financing agency and recognized a
     $1,500 gain.  The remaining $28,865 was financed through the financing
     agency in the name of the officer/shareholder/employee at an interest
     rate of 3%.  The agreement was negotiated in the name of the
     officer/shareholder/employee to take advantage of certain conditions and
     financing arrangements that were unavailable to the Company since it had
     only recently begun operations and had incurred losses since inception.
     The Company then purchased the van from the officer/shareholder/employee
     on the same terms and conditions.  The agreement requires the Company to
     make 60 monthly payments of $518 directly to the financing agency
     beginning June 8, 2001.  At March 31, 2002, the Company owed $24,385 on
     the purchase of the van [See Note 5].

     Notes Payable - As of July 31, 2001, the Company owed a shareholder of
     the Company $812 for a note payable due April 1, 2002 accruing interest
     at 10% per annum, $10,000 for a note payable due October 31, 2001
     accruing interest at 10% per annum and $859 for interest that had
     accrued on the two notes payable.  On August 1, 2001, the Company
     extended the notes and related accrued interest with an additional loan
     of $5,000 into a note payable of $16,671 due August 1, 2002.  The note
     accrues interest at 10% per annum.  Accrued interest amounted to $1,121
     at March 31, 2002.

     On April 24, 2001, the Company signed a $1,400 note payable to a
     shareholder of the Company.  The note accrued interest at 10% per annum.
     On July 20, 2001, the Company repaid the note payable and accrued
     interest of $35 to the shareholder.

     Management Compensation - For the year ended December 31, 2000, the
     Company did not pay any compensation to any officer/director of the
     Company.  On January 1, 2001, the Company entered into an employment
     agreement with an officer/director/employee of the Company to pay $1,000
     per month.  On April 1, 2001, the Company increased the salary to $4,000
     per month.  During the three months ended March 31, 2002 and 2001, total
     compensation to the officer/director/shareholder amounted to $12,234 and
     $3,000, respectively [See Note 13].


                                     13

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

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 10 - RELATED PARTY TRANSACTIONS [Continued]

     Office Space/Utilities - During the year ended December 31, 2000, the
     Company did not have a need to rent office space.  On January 1, 2001,
     the Company entered into a rental/utilities agreement with an
     officer/director/employee of the Company allowing the Company to use
     office space in his home for the operations of the Company at a base
     rent of $100 per month.  The Company also agreed to pay the
     officer/director/employee of the Company a base utilities/miscellaneous
     expense of $100 per month designated for but not limited to heat, power,
     water, sewer, garbage collection, recycling, phone, fax, Internet,
     computer, printer and any other office items needed for the operations
     of the Company, not currently being paid by the Company. On September 1,
     2001, the company decided to begin paying the rent and utilities as
     funds are available.  During the three months ended March 31, 2002 and
     2001, the Company expensed $600 and $600, respectively, as rent and
     utilities/miscellaneous expenses which have been applied against the
     principal of two notes receivable from the officer/director/employee
     [See above and Note 13].

NOTE 11 - 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, raising
     substantial doubt about the ability of the Company to continue as a
     going concern.  In this regard, management is proposing to raise any
     necessary additional funds not provided by operations through loans or
     through additional sales of its common stock.  There is no assurance
     that the Company will be successful in raising this additional capital
     or achieving profitable operations.  The financial statements do not
     include any adjustments that might result from the outcome of these
     uncertainties.

NOTE 12 - LOSS PER SHARE

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

                                                        For the Three
                                                        Months Ended
                                                          March 31,
                                                     2002           2001
                                                 -----------    ------------
     Loss from continuing operations available
     to common shareholders (numerator)          $   (29,070)  $      (7,331)

     Weighted average number of common
     shares outstanding used in loss per share
     for the period (denominator)                 11,000,000      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.


                                     14

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

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 13 - COMMITMENTS AND AGREEMENTS

     Employment Agreement - On January 1, 2001, the Company entered into an
     employment agreement with its sole officer and director.  The agreement
     provided for a $1,000 per month salary for a period of three years
     commencing January 1, 2001.  The expense was to accrue until the Company
     had achieved net income of $50,000 at which time the Company would pay
     50% of its net income before tax towards reducing the accrued salary
     liability.  On April 1, 2001, the Company increased the salary to $4,000
     per month and decided to begin paying the salary as funds are available.
     During the three months ended March 31, 2002 and 2001, respectively, the
     Company accrued payroll of $3,003 and $3,000 and paid $9,231 and $0 to
     the officer/director/employee.

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

     Rental/Utilities Agreements - On January 1, 2001, the Company entered
     into rental and utilities agreements with its sole officer and director.
     The agreements provide for payment of $100 per month for rent and $100
     per month for utilities and other incidentals on a month-to-month basis
     starting January 1, 2001.  The rent was to accrue until the Company had
     achieved net income of $50,000, at which time the Company would pay 10%
     of its net income before tax towards reducing the accrued rent
     liability.  The utilities portion was to accrue until the Company
     elected to make payment.  On September 1, 2001, the company decided to
     begin paying the rent and utilities as funds are available [See Note
     10].  During the three months ended March 31, 2002 and 2001,
     respectively, rent and utilities/miscellaneous expenses totaled $600 and
     $600 and were applied toward two notes receivable [See Note 10].

     Joint Agreements - On May 14, 2001, the Company entered into a joint
     agreement with Jose Dicenzo ("JD") to provide advertising services.  The
     Company was to provide advertisers and collection of payments.  JD was
     to provide a fleet of vehicles available for wrapping, business
     referrals and vehicle wrapping.  The Company and JD would evenly split
     the revenues.  The agreement was for one year and was not extended.  No
     revenues were generated as part of this agreement.

     On June 11, 2001, the Company entered into a joint agreement with
     Newspaper Agency Corporation ("NAC") to provide advertising services.
     The Company provides advertisers, vehicle wrapping and collection of
     payments.  NAC provides a fleet of vehicles available for wrapping and
     business referrals.  The Company and NAC evenly split the revenues.  The
     agreement is for one year and may be extended or cancelled at any time
     by written mutual consent.  During the three months ended March 31, 2002
     and 2001, respectively, the Company recognized $350 and $0 in revenues
     as part of this agreement.


                                      15

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

              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS


NOTE 13 - COMMITMENTS AND AGREEMENTS [Continued]

     The Company is currently negotiating a joint agreement with the Standard
     Examiner ("SE") to provide advertising services.  The Company is
     expected to provide advertisers, vehicle wrapping and collection of
     payments.  SE is expected to provide a fleet of vehicles available for
     wrapping and business referrals.  The Company and SE are expected to
     evenly split the revenues.  The agreement is expected to be for six
     months.  The Company has started providing services based on the
     anticipated agreement.  During the three months ended March 31, 2002 and
     2001, respectively, the Company recognized $64 and $0 in revenues as
     part of the anticipated agreement.

NOTE 14 - CONCENTRATIONS OF CREDIT RISK

     Significant Customers - During the three months ended March 31, 2002,
     the Company had four customers that accounted for approximately 81% of
     the Company's revenues.  The following table lists the percent of sales
     made to each customer that accounted for 10% or more of total sales
     during the three months ended March 31, 2002:

           Customer A           25%
           Customer B           20%
           Customer C           18%
           Customer D           18%

     The loss of these significant customers could adversely affect the
     Company's business and financial position.

     Geographic Region - During the three months ended March 31, 2002, all of
     the Company's sales and operations were located in and around Salt Lake
     City, Utah.

NOTE 15 - SUBSEQUENT EVENT

     Note Payable - On April 15, 2002, the Company signed a $5,000 note
     payable to an entity controlled by a shareholder of the Company.  The
     note accrues interest at 10% per annum and is due on demand.



                                     16

<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 74 percent of the total invoice price.

     Our operations recently commenced at the end of 2000 and we do not have a
history of operations from which we can evaluate our ability to generate
revenue at sufficient levels to sustain and develop our operations without
outside financing.  We emphasize that it is management's belief alone
regarding the potential market for our advertising product that serves as the
basis for pursuing this business.  Furthermore, 81 percent of our sales
revenue during the first three months of 2002 was derived from four customers,
so that the loss of these customers or a substantial reduction in its orders
for our advertising product would result in a substantial reduction in our
sales revenue.  If our belief about the market for our product is wrong, then
our sales revenues will likely stagnate or decrease and our ability to sustain
and develop the business will be substantially impaired.  In these
circumstances we would likely need to seek outside financing to sustain our
operations, and we do not know whether financing would be available on
acceptable terms.  The foregoing factors raise substantial doubt about our
ability to continue as a going concern.

Results of Operations
Three Months Ended March 31, 2002 and 2001

     For the three months ended March 31, 2002 and 2001, Wrap-N-Roll had sales
revenue of $13,603 and $1,105, respectively.  The increase in sales revenue is
a result of implementing our principal business operations, which resulted in
increased sales revenue in 2002.

Our average monthly revenue rate over the first three months of 2002 was
approximately $4,534.  Our goal is to increase monthly revenue by at least 10
percent each month over the next 12 months.  At present our marketing effort
is limited to personal sales calls we initiate with business owners in the
Salt Lake City metropolitan area.  We have set as a sales goal an average of
20 van advertising installations and 10 installations on other vehicles per
month.  We have not implemented any other form of advertising or marketing for
our advertising product and believe we can achieve our sales goals over the
next 12 months with direct sales efforts.  We believe the revenue we generate
internally from marketing our specialty advertising products with our current
personnel and resources will be adequate to cover our costs of production and
operating expenses through the next 12 months.

     For the three months ended March 31, 2002, our cost of goods sold was
$10,573, or 78% percent of sales revenue.  Cost of goods sold includes the
cost of production of the advertising material we sell and its installation.


                                     17

<PAGE>
     General and administrative expenses and selling expense were $31,389 for
the three month period ended March 31, 2002, compared to $4,664 for the three
month period ended March 31, 2001.  The increase in these expenses is a result
of implementing our principal business operations, which resulted in a
substantial increase in operating expenses.

     Our operating expenses consist primarily of salary for our two employees,
office expenses, and professional fees.  The total salary accrued for and paid
to Cliff Halling, our president, was $12,234 through March 31, 2002, or 90%
percent of sales revenue, and his monthly salary is $4,000 through the
remainder of 2002.  We pay to our sales person a salary of $3,000 per month,
which began in August 2001.  Our vehicle leasing and purchase obligations
total $807 per month, which includes approximately $300 payable over a
three-year term for the leased vehicle and the remainder payable over a
five-year term for the vehicle being purchased.  Our office rent and utilities
through the first three months of 2002 was $600, and we expect our office
expense will remain at a rate of approximately $200 per month through the end
of 2002.  Professional fees were $3,400 during the first three months of 2002.

     Wrap-N-Roll had two cars under operating leases expiring 2003.  On April
21, 2001, we purchased a new van to replace one of the cars.  To finance the
purchase, Cliff Halling, our sole officer and director, paid $1,000 to the
financing agency.  This payment made by Mr. Halling for our benefit was
applied to reduce his outstanding obligations payable to us.  Wrap-N-Roll also
assigned the operating lease for the original car to the financing agency and
recognized a $1,500 gain on the assignment.  The remaining $28,865 was
financed through an unrelated financing agency at an interest rate of 3
percent.

     Interest expense for the three-month periods ended March 31, 2002 and
2001, was $951 and $270, respectively.  We also recognized interest income of
$240 for the three-month period ended March 31, 2002, on a note receivable
from Cliff Halling.

     As a result of the foregoing factors, Wrap-N-Roll realized a net loss of
$29,070 for the three-month period ended March 31, 2002, compared to a net
loss of $7,331 for the three-month period ended March 31, 2001.

    ********************************************************************
               CALENDAR YEARS ENDED DECEMBER 31, 2001 AND 2000
    ********************************************************************

     The Company had $258,872 in revenue for the calendar year ended December
31, 2001 and no revenues for the calendar year ended December 31, 2000.  The
Company incurred $36,713 in net operating losses for the calendar year ended
December 31, 2001 as compared to $10,942 in net operating losses for the
calendar year ended 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.

     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 $96,859 for the calendar
year ended December 31, 2001 and $10,584 for the calendar year ended December
31, 2000.

     Selling expenses for the calendar year ended December 31, 2001 and 2000
were $925 and $116 respectively.


                                       18

<PAGE>
     Interest expense for the calendar year ended December 31, 2001 and 2000
was $3,059 and $242 respectively.  Interest was accrued on notes payable to a
related party in the principal amount of $10,812.  These notes payable and
related accrued interest of $859 were rolled into a new one-year related party
note payable, due on August 1, 2002, and bears interest at 10% per annum.
Interest was accrued on the note payable in the amount of $704 at December 31,
2001.

     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, 2002, we had a working capital deficit of $74,422, compared
to a working capital deficit of $9,671 at March 31, 2001.

     Current assets consist primarily of cash in the amount of $2,681,
accounts receivable of $127, and notes receivable and accrued interest from
Cliff Halling, our president and sole director, in the amount of $14,290.
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
$3,237 on the notes, so that the outstanding balance at March 31, 2002, was
$13,527 with accrued interest of $763.  We do not have any present intention
of making further advances to Mr. Halling.

     Current liabilities consist primarily of $44,905 in accounts payable and
accrued expenses, $23,231 of accrued payroll due to Cliff Halling, $16,671 on
a note payable to Ken Kurtz, a stockholder, and $5,592 of current portion on
long-term debt incurred to purchase our van.  Ken Kurtz loaned to us $712
through April 2000, $10,000 in November 2000, $1,400 in April 2001, and $5,000
in August 2001.  These funds were used to fund our working capital needs.  The
loan for $1,400 was repaid, with interest, in July 2001.  The remaining loans
and their accrued interest were restructured as a new note in August 2001 in
the principal amount of $16,671 bearing interest of 10 percent per annum and
due on August 1, 2002.  Accrued interest on this note at March 31, 2002 was
$1,121.  On April 15, 2002, the Company signed a $5,000 note payable to an
entity controlled by a shareholder of the Company.  The note accrues interest
at 10% per annum and is due on demand.

     Long-term debt at March 31, 2002, consisted of $18,793 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 $25,092.

     If we achieve our revenue goals by the end of 2002, then we will evaluate
the feasibility of adding two employees; one sales person and one clerical
person.  New employees will be added only if our operations can support the
new employees without outside financing and if we believe the addition of
these employees will enable us to penetrate our market more effectively.  An
increase in our operations and the number of employees may require us to seek
larger office space 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.


                                       19

<PAGE>
     Wrap-N-Roll began generating sales revenue from its business operations
since the beginning of 2001.  Consequently, we do not have a history of
operations that allows us to predict with any certainty whether our sales will
continue at current levels or increase over the next 12 months.  Assuming we
can maintain our current level of sales revenue, we believe we can fund our
operations internally over the next 12 months.  However, 81 percent of our
sales revenue in the three-month period ended March 31,2002 was derived from
four customers so a substantial reduction in orders from these customers that
we are unable to make up with new sales would severely affect our operations
and impair our ability to continue as a going concern.  We currently have an
agreement with one customer, the Newspaper Agency Corporation, for a term of
one year expiring in June 2002, but can be terminated by either party at any
time.  We believe our relationship with the Newspaper Agency Corporation is
good, and have no reason to believe the agreement will not continue through
June of 2002.  We are currently negotiating a joint agreement with the
Standard Examiner to provide advertising services.  The agreement is expected
to be for six months.  During the three months ended March 31, 2002 the
Company recognized $64 in revenues as part of the anticipated agreement.

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


                                    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.


                                       20

<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, 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 21, 2002              By: Cliff Halling, President, Secretary
                                                     Treasurer, Director


                                      21

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

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

3.1       *1*        Articles of Incorporation of the Company, filed with
                     the State of Nevada on September 26, 1997.

3.2       *2*        Certificate of Amendment of Articles of Incorporation,
                     filed with the State of Nevada on October 19, 2000,
                     but effective November 17, 2000.

3.3       *1*        Bylaws of the Company.

5.1       *6*        Opinion and consent of Lehman Walstrand & Associates,
                     LLC.

10.1      *3*        Promissory Note dated April 1, 2000 executed by the
                     Company.

10.2      *4*        Promissory Note dated November 1, 2000 executed by the
                     Company.

10.3      *5*        Employment Agreement by and between the Company and
                     Cliff Halling dated January 1, 2001.

10.4      *5*        Rental/Utilities Agreement by and between the Company
                     and Cliff Halling dated January 1, 2001.

10.5      *7*        Promissory Note dated July 1, 2001 executed by the
                     Company.

10.6      *7*        Promissory Note dated August 1, 2001 executed by the
                     Company.

10.7      *7*        Amended Employment Agreement by and between the
                     Company and Cliff Halling dated April 1, 2001.

10.8      *8*        Joint Agreement with Jose Dicenzo dated May 14, 2001.

10.9      *8*        Joint Agreement with Newspaper Agency Corporation
                     dated June 11, 2001.

10.10     *8*        Form of Wrap-N-Roll Service Agreement.

10.11     *9*        Employment Agreement by and between the Company and
                     Derek Williams dated August 1, 2001.

10.12     *9*        Rental/Utilities Agreement by and between the Company
                     and Cliff Halling dated September 1, 2001.

10.13     *9*        Note Receivable in the form of a Promissory Note Dated
                     August 1, 2001 executed by the Company.

10.14      24        Note Payable in the form of a Promissory Note Dated
                     April 15, 2002 executed by the Company.


                                       22

<PAGE>
*1*  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.

*2*  The listed exhibit is 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.

*3*  The listed exhibit is 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.

*4*  The listed exhibit is 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.

*5*  The listed exhibits are incorporated herein by this reference to the
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001, filed by
the Company with the Securities and Exchange Commission on May 16, 2001.

*6*  The listed exhibit is incorporated herein by this reference to the
Registration Statement on Form SB-2, filed by the Company with the Securities
and Exchange Commission on July 10, 2001.

*7*  The listed exhibits are incorporated herein by this reference to the
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001, filed by
the Company with the Securities and Exchange Commission on August 20, 2001.

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

*9*  The listed exhibits are incorporated herein by this reference to the
Quarterly Report on Form 10-QSB for the quarter ended September 30, 2001,
filed by the Company with the Securities and Exchange Commission on November
19, 2001.



                                      23