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

                               FORM 10-QSB

(Mark One)

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended September 30, 2003.

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


                      Commission File Number:  000-29445

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


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


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

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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the
past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X]   No [ ]

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

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

                     APPLICABLE ONLY TO CORPORATE ISSUERS

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

     As of November 14, 2003, there were 10,550,000 shares of common stock
issued and outstanding.

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


<PAGE>

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


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


                                                                         PAGE

                                                                        ------

                        PART I - FINANCIAL INFORMATION


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


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. . .  20


ITEM 3.   CONTROLS AND PROCEDURES......................................   23



                         PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . .  24


ITEM 2.   CHANGES IN SECURITIES. . . . . . . . . . . . . . . . . . . . .  24


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . . .  24


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


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


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


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




                                     -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.






                           WRAP-N-ROLL USA, INC.




                                 CONTENTS

                                                                 PAGE

        -    Unaudited Condensed Balance Sheets,
             September 30, 2003 and December 31, 2002            4 - 5


        -    Unaudited Condensed Statements of Operations,
             for the three and nine months ended September 30,
             2003 and 2002                                         6


        -    Unaudited Condensed Statements of Cash Flows,
             for the nine months ended September 30, 2003
             and 2002                                            7 - 8


        -    Notes to Unaudited Condensed Financial Statements   9 - 19








<PAGE>


                           WRAP-N-ROLL USA, INC.

                    UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS

                                        September 30, December 31,
                                             2003         2002
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $       15   $      247
  Accounts receivable, net of
    allowance for doubtful accounts
    of $1,500 and $0, respectively                 -            -
  Related party receivable                     1,923        1,484
  Notes receivable - related party             3,434        9,432
                                         ___________  ___________
        Total Current Assets                   5,372       11,163

PROPERTY AND EQUIPMENT, net                   15,683       20,387
                                         ___________  ___________
                                          $   21,055   $   31,550
                                         ___________  ___________
















                                [Continued]

                                    -4-
<PAGE>

                           WRAP-N-ROLL USA, INC.

                    UNAUDITED CONDENSED BALANCE SHEETS

                                [Continued]


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                        September 30, December 31,
                                             2003         2002
                                         ___________  ___________
CURRENT LIABILITIES:
  Accounts payable and accrued expenses   $   45,571   $   90,995
  Accounts payable and accrued expenses
    - related party                           86,259       49,543
  Judgments payable                           39,548            -
  Note payable                                10,126            -
  Notes payable - related party               38,071       29,171
  Current portion of long-term debt            6,804        5,701
                                         ___________  ___________
        Total Current Liabilities            226,379      175,410

LONG-TERM DEBT, less current portion          12,160       15,132
                                         ___________  ___________
        Total Liabilities                    238,539      190,542
                                         ___________  ___________

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value,
   5,000,000 shares authorized,
   no shares issued and outstanding                -            -
  Common stock, $.001 par value,
   20,000,000 shares authorized,
   10,550,000 shares issued and
   outstanding                                10,550       10,550
  Capital in excess of par value                 450          450
  Retained earnings (deficit)               (228,484)    (169,992)
                                         ___________  ___________
        Total Stockholders'
         Equity (Deficit)                   (217,484)    (158,992)
                                         ___________  ___________
                                          $   21,055   $   31,550
                                         ___________  ___________









Note: The Balance Sheet of December 31, 2002 was taken from the audited
   financial statements at that date and condensed.

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

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

               UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                       For the Three        For the Nine
                                       Months Ended         Months Ended
                                       September 30,        September 30,
                                    ____________________  ____________________
                                       2003      2002        2003      2002
                                    _________  _________  _________  _________
SALES REVENUE, net of returns,
  discounts and allowances          $      -   $ 8,864    $  3,000   $ 49,655

COST OF GOODS SOLD                     2,230    14,706       7,181     47,851
                                    _________  _________  _________  _________
GROSS PROFIT (LOSS)                   (2,230)   (5,842)     (4,181)     1,804
                                    _________  _________  _________  _________
EXPENSES:
  Selling                                  -         -           -         31
  General and administrative          15,143     22,813     47,361     83,955
                                    _________  _________  _________  _________
        Total Expenses               (15,143)   (22,813)   (47,361)   (83,986)
                                    _________  _________  _________  _________

LOSS BEFORE OTHER INCOME
  (EXPENSE)                          (17,373)   (28,655)   (51,542)   (82,182)
                                    _________  _________  _________  _________
OTHER INCOME (EXPENSE):
  Interest income - related party         59        241        339        721
  Interest expense - related party      (812)      (583)    (2,293)    (1,525)
  Interest expense and other income   (2,031)        23     (4,996)      (882)
                                    _________  _________  _________  _________
        Total Other Income (Expense)  (2,784)      (319)    (6,950)    (1,686)
                                    _________  _________  _________  _________

LOSS BEFORE INCOME TAXES             (20,157)   (28,974)   (58,492)   (83,868)

CURRENT TAX EXPENSE                        -          -          -          -

DEFERRED TAX EXPENSE                       -          -          -          -
                                    _________  _________  _________  _________

NET LOSS                            $(20,157)  $(28,974)  $(58,492)  $(83,868)
                                    _________  _________  _________  _________

LOSS PER COMMON SHARE               $   (.00)  $   (.00)  $   (.01)  $   (.01)
                                    _________  _________  _________  _________








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

                                   -6-

                           WRAP-N-ROLL USA, INC.

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                     For the Nine
                                                     Months Ended
                                                    September 30,
                                                 ____________________
                                                    2003      2002
                                                 _________  _________
Cash Flows from Operating Activities:
 Net loss                                        $(58,492)  $(83,868)
 Adjustments to reconcile net loss
   to net cash used by operating
   activities:
 Bad debt expense                                   1,500        382
 Depreciation expense                               4,704      4,704
 Non-cash expenses                                  1,800      1,800
 Changes in assets and liabilities:
    (Increase) in accounts
       receivable                                  (1,500)    (3,224)
    (Increase) in related party
       receivable                                    (439)      (721)
    (Increase) in inventory                             -     (2,060)
    Increase in accounts payable
      and accrued expenses                          4,250     40,370
   Increase in accounts payable
      and accrued expenses
      - related party                              39,216     18,984
   Increase in unearned revenue                         -        500
                                                 _________  _________
        Net Cash (Used) by
         Operating Activities                      (8,961)   (23,133)
                                                 _________  _________

Cash Flows from Investing Activities:
 Receipts from notes receivable                     4,198        110
                                                 _________  _________
        Net Cash Provided by
         Investing Activities                       4,198        110
                                                 _________  _________

Cash Flows from Financing Activities:
 Proceeds from notes payable
   - related party                                  6,400      9,892
 Payments on long-term debt                        (1,869)    (4,153)
                                                 _________  _________
        Net Cash Provided (Used) by
         Financing Activities                       4,531      5,739
                                                 _________  _________

Net Increase (Decrease) in Cash                      (232)   (17,284)

Cash at Beginning of Period                           247     17,657
                                                 _________  _________

Cash at End of Period                             $    15    $   373
                                                 _________  _________

Supplemental Disclosures of
  Cash Flow Information:

 Cash paid during the period for:
   Interest                                       $   801    $   865
   Income taxes                                   $     -    $     -


                                [Continued]

                                     -7-
<PAGE>


                           WRAP-N-ROLL USA, INC.

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                [Continued]


Supplemental Schedule of Non-cash Investing and Financing Activities:

 For the nine months ended September 30, 2003:

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

   In  January 2003, the Company extended related party notes payable of
   $26,671  and  related accrued interest of $2,500 into two  new  notes
   payable.

   The   Company  applied  expenses  totaling  $1,800  against   notes
   receivable.

 For the nine months ended September 30, 2002:

   The   Company  applied  expenses  totaling  $1,800  against   notes
   receivable.

   In  July 2002, the Company extended a note payable of $5,000, a  loan
   payable  of  $1,000 and related accrued interest of $108 into  a  new
   note payable of $10,000.
































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

                                   -8-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  Wrap-N-Roll USA, Inc. ("the Company")  was  organized
  under  the  laws of the State of Nevada on September 26, 1997  as  Oxy
  General Corporation.  Effective November 17, 2000, the Company changed
  its  name  from Oxy General Corporation to Wrap-N-Roll USA, Inc.   The
  Company provides specialized advertising services to businesses of all
  sizes emphasizing large format digital printing on perforated and non-
  perforated  vinyl substrates.  Through use of a special non-corrosive,
  vinyl material with a patented adhesive made by 3M, the Company offers
  businesses the ability to wrap the exterior of buildings, windows  and
  motor  vehicles with an advertising message.  In addition to the  sale
  of its wrapping services, the Company also offers advertising services
  using wrapped property.

  Condensed Financial Statements - The accompanying financial statements
  have  been  prepared by the Company without audit.  In the opinion  of
  management,  all  adjustments  (which include  only  normal  recurring
  adjustments)  necessary  to  present fairly  the  financial  position,
  results  of operations and cash flows at September 30, 2003  and  2002
  and for the periods then ended have been made.

  Certain  information  and footnote disclosures  normally  included  in
  financial  statements prepared in accordance with  generally  accepted
  accounting  principles  in  the United States  of  America  have  been
  condensed  or omitted.  It is suggested that these condensed financial
  statements  be  read in conjunction with the financial statements  and
  notes  thereto  included in the Company's December  31,  2002  audited
  financial statements.  The results of operations for the periods ended
  September  30,  2003 and 2002 are not necessarily  indicative  of  the
  operating results for the full year.

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

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

                                -9-
<PAGE>
                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Property and Equipment - Property and equipment are recorded at  cost.
  Expenditures  for  repairs and maintenance are  charged  to  operating
  expense as incurred.  Expenditures for additions and betterments  that
  extend  the  useful lives of property and equipment  are  capitalized,
  upon  being  placed  in service.  When assets are  sold  or  otherwise
  disposed  of,  the  cost  and  related  accumulated  depreciation   or
  amortization  is removed from the accounts and any resulting  gain  or
  loss is included in operations.  Depreciation is calculated using  the
  straight-line method and is based upon the estimated useful  lives  of
  the assets of five years [See Note 2].

  Revenue  Recognition - The Company's revenue comes primarily from  the
  installation of advertising which is wrapped around a vehicle,  window
  or  building.   Installation revenue is recognized upon completion  of
  the   installation.   The  Company  also  sells  monthly  advertising,
  typically with a term ranging from 1 month to 1 year.  The advertising
  is  displayed on vehicles owned or rented by the Company.  Advertising
  revenue is recognized over the term of the advertising agreement using
  the  straight-line  method.  The actual design, layout,  printing  and
  installation of the advertising are subcontracted out to  third  party
  vendors.   These direct costs are recorded by the Company as  cost  of
  goods sold.

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

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

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

  Loss  Per  Share - The computation of loss per share is based  on  the
  weighted  average  number  of  shares outstanding  during  the  period
  presented   in  accordance  with  Statement  of  Financial  Accounting
  Standards No. 128, "Earnings Per Share" [See Note 13].

  Accounting  Estimates  -  The preparation of financial  statements  in
  conformity with generally accepted accounting principles in the United
  States   of   America  requires  management  to  make  estimates   and
  assumptions   that  affect  the  reported  amounts   of   assets   and
  liabilities,  the disclosures of contingent assets and liabilities  at
  the  date  of  the  financial statements, and the reported  amount  of
  revenues  and  expenses  during the reported period.   Actual  results
  could differ from those estimated.

                                  -10-
<PAGE>


                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently   Enacted  Accounting  Standards  -  Statement  of  Financial
  Accounting   Standards  ("SFAS")  No.  146,  "Accounting   for   Costs
  Associated   with  Exit  or  Disposal  Activities",  SFAS   No.   147,
  "Acquisitions of Certain Financial Institutions - an Amendment of FASB
  Statements  No. 72 and 144 and FASB Interpretation No.  9",  SFAS  No.
  148,  "Accounting  for  Stock-Based  Compensation  -  Transition   and
  Disclosure  - an Amendment of FASB Statement No. 123", SFAS  No.  149,
  "Amendment  of  Statement  133 on Derivative Instruments  and  Hedging
  Activities",  and  SFAS  No. 150, "Accounting  for  Certain  Financial
  Instruments with Characteristics of both Liabilities and Equity", were
  recently issued.  SFAS No. 146, 147, 148, 149 and 150 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
  September  30, 2003 have been reclassified to conform to the  headings
  and   classifications  used  in  the  September  30,  2003   financial
  statements.

NOTE 2 - PROPERTY AND EQUIPMENT

  Property and equipment consisted of the following at:

                                        September 30, December 31,
                                             2003         2002
                                         ___________  ___________
        Vehicles                         $   31,365   $   31,365

        Less: Accumulated depreciation      (15,682)     (10,978)
                                         ___________  ___________
        Net Property and Equipment       $   15,683   $   20,387
                                         ___________  ___________

  For  the  nine months ended September 30, 2003 and 2002, respectively,
  depreciation expense amounted to $4,704 and $4,704.

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  Accounts payable and accrued expenses consisted of the following at:

                                        September 30, December 31,
                                             2003         2002
                                         ___________  ___________
        Accounts payable                 $   21,876   $   69,840
        Accrued payroll, taxes
         and withholdings                    20,769       21,130
        Interest payable                      2,926           25
                                         ___________  ___________
                                         $   45,571   $   90,995
                                         ___________  ___________

                                    -11-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTY

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

                                        September 30, December 31,
                                             2003         2002
                                         ___________  ___________
        Accrued payroll - related party  $   83,597   $   46,674
        Accrued interest - related party      2,662        2,869
                                         ___________  ___________
                                         $   86,259   $   49,543
                                         ___________  ___________

NOTE 5 - JUDGMENTS PAYABLE

  In March 2003, the Third District Court for Salt Lake County issued  a
  judgment against the Company for Prografix International, Inc. in  the
  amount  of $34,682 [See Note 14].  The judgment provides for  interest
  to  accrue  on the principal balance at 10% per annum.  For  the  nine
  months  ended  September  30,  2003 and 2002,  respectively,  interest
  expense  amounted  to $2,042 and $0.  At September 30,  2003,  accrued
  interest amounted to $2,042.

  In April 2003, the Third District Court for Salt Lake County issued  a
  judgment  against the Company for Metro Display, LLC in the amount  of
  $4,866 [See Note 14].  The judgment provides for interest to accrue on
  the  principal  balance at 10% per annum.  For the nine  months  ended
  September  30, 2003 and 2002, respectively, interest expense  amounted
  to  $233 and $0.  At September 30, 2003, accrued interest amounted  to
  $233.

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

                                               September 30, December 31,
                                                    2003         2002
                                                ___________  ___________
    Judgment for Prografix International, Inc.  $   34,682   $        -
    Judgment for Metro Display, LLC                  4,866            -
                                                ___________  ___________
                                                $   39,548   $        -
                                                ___________  ___________

NOTE 6 - NOTE PAYABLE

  On  January 8, 2003, the Company extended an accounts payable  balance
  of  $10,126 into a note payable to Mark E. Lehman & Associates,  PLLC.
  The note is secured by all the assets of the Company, accrues interest
  at  8%  per annum and was due May 30, 2003.  This note payable  is  in
  default.   For  the  nine months ended September 30,  2003  and  2002,
  respectively, interest expense amounted to $590 and $0.  At  September
  30, 2003, accrued interest amounted to $590.

                                 -12-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 7 - LONG-TERM DEBT

  Long-term debt consisted of the following at:

                                        September 30, December 31,
                                             2003         2002
                                         ___________  ___________
        Note payable to a financing
        agency for 60 months at
        3% interest, secured by a
        vehicle with a net book value
        of $15,683                       $   18,964   $   20,833

        Less: Current portion                (6,804)      (5,701)
                                         ___________  ___________
                                         $   12,160   $   15,132
                                         ___________  ___________

  The long-term debt matures as follows for the twelve-month periods
  ended:

            September 30,         Principal Due
            ____________           ___________
                 2004               $    6,804
                 2005                    5,942
                 2006                    6,218
                 2007                        -
                 2008                        -
                                   ___________
                                    $   18,964
                                   ___________

  For  the  nine months ended September 30, 2003 and 2002, respectively,
  Interest  expense for long-term debt amounted to $838  and  $514.   At
  September 30, 2003, accrued interest amounted to $61.

NOTE 8 - CAPITAL STOCK

  Preferred  stock  -  The Company has authorized  5,000,000  shares  of
  preferred  stock, $.001 par value, with such rights,  preferences  and
  designations  and  to be issued in such series as  determined  by  the
  Board  of  Directors.   No  shares  were  issued  and  outstanding  at
  September 30, 2003 and December 31, 2002.

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

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

NOTE 9 - OPERATING LEASES

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

                                  -13-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 9 - OPERATING LEASES [Continued]

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

            September 30,             Amount
            ____________           ___________
                 2004               $      868
                 2005                        -
                 2006                        -
                 2007                        -
                 2008                        -
                                   ___________
       Total minimum future
          rental payments:          $      868
                                   ___________

  For  the  nine months ended September 30, 2003 and 2002, respectively,
  lease expense amounted to $1,297 and $1,736, respectively.

NOTE 10 - INCOME TAXES

  The Company accounts for income taxes in accordance with Statement  of
  Financial Accounting Standards No. 109, "Accounting for Income Taxes".
  SFAS  No. 109 requires the Company to provide a net deferred tax asset
  or  liability equal to the expected future tax benefit or  expense  of
  temporary  reporting  differences  between  book  and  tax  accounting
  methods  and any available operating loss or tax credit carryforwards.
  At September 30, 2003, the Company has available unused operating loss
  carryforwards  of approximately $54,000, which may be applied  against
  future taxable income and which expire in various years through  2023.
  If  certain  substantial  changes in the  Company's  ownership  should
  occur,  there  will  be  an annual limitation on  the  amount  of  net
  operating loss carryforwards which can be utilized.

  At  September  30,  2003,  the total of all deferred  tax  assets  was
  approximately  $86,700 and the total of all deferred  tax  liabilities
  was  $1,300.   The amount of and ultimate realization of the  benefits
  from the deferred tax assets for income tax purposes is dependent,  in
  part, upon the tax laws in effect, the future earnings of the Company,
  and  other  future events, the effects of which cannot be  determined.
  Because  of  the uncertainty surrounding the realization of  the  loss
  carryforwards,  the Company has established a valuation  allowance  of
  approximately $85,400.  The net change in the valuation allowance  was
  approximately $21,800 during the nine months ended September 30, 2003.

                                  -14-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES [Continued]

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

                                               September 30,
                                                    2003
                                                ___________
         Excess of tax over financial
           accounting depreciation               $    2,055
         Accrued compensation                        38,929
         Accounts payable                            22,911
         Accrued interest                             2,084
         Accounts receivable                           (560)
         Allowance for bad debts                        560
         Interest receivable                           (717)
         Net operating loss carryover                20,171

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

                                               September 30,
                                                    2003
                                                ___________
         Current income tax expense:
           Federal                               $        -
           State                                          -
                                                ___________
         Net current tax expense                 $        -
                                                ___________

         Deferred tax expense (benefit) resulted from:
           Excess of tax over financial
             accounting depreciation             $    (930)
           Accrued Compensation                    (13,761)
           Accounts payable                          3,139
           Accrued interest expense                 (1,005)
           Accounts receivable                         560
           Allowance for bad debts                    (560)
           Interest receivable                         164
           Net operating loss carryover             (9,426)
           Valuation allowance                      21,819
                                                ___________
         Net deferred tax expense                $       -
                                                ___________

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

                                   -15-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 10 - INCOME TAXES [Continued]

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

                                                   September 30,
                                                       2003
                                                    ___________
         Computed tax at the expected
           federal statutory rate                       34.00%
         State income taxes, net of federal benefit      3.30
         Valuation allowance                           (37.30)
                                                    ___________
         Effective income tax rates                      0.00%
                                                    ___________

NOTE 11 - RELATED PARTY TRANSACTIONS

  Notes  Receivable - On July 1, 2001, the Company extended a receivable
  of  $15,027  into  a note receivable.  On August 1, 2001  the  Company
  signed  a  note receivable with an officer/shareholder of the  Company
  for $2,500.  Both notes accrue interest at 7% per annum and are due on
  demand.   At September 30, 2003, accrued interest amounted to  $1,923.
  As   of  September  30,  2003,  the  Company  had  applied  rent   and
  utilities/miscellaneous expenses totaling $6,600  and  a  $1,000  down
  payment made on behalf of the Company against the principal of the two
  notes,  plus  the  officer/shareholder  repaid  $6,493,  resulting  in
  principal of $3,434 owed at September 30, 2003 [See below].

  Purchase  Agreement - On April 21, 2001, the Company purchased  a  van
  for  $31,365  to  replace  one of its leased  cars.   To  finance  the
  purchase,  an  officer/shareholder of the Company paid $1,000  to  the
  financing agency and the Company assigned its operating lease  to  the
  financing agency and recognized a $1,500 gain.  The remaining  $28,865
  was  financed  through  the  financing  agency  in  the  name  of  the
  officer/shareholder at 3% interest.  The agreement was  negotiated  in
  the  name  of  the  officer/shareholder to take advantage  of  certain
  conditions  and  financing arrangements that were unavailable  to  the
  Company.    The   Company   then   purchased   the   van   from    the
  officer/shareholder on the same terms and conditions.   The  agreement
  requires  the Company to make 60 monthly payments of $518 directly  to
  the  financing agency beginning June 8, 2001.  At September 30,  2003,
  the Company owed $18,964 on the purchase of the van [See Note 7].

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

  Notes  Payable  - On April 1, 2003, the Company signed a  $3,200  note
  payable  to  a  former shareholder of the Company.  The  note  accrues
  interest  at 10% per annum and is due on demand.  For the nine  months
  ended  September  30,  2003 and 2002, respectively,  interest  expense
  amounted  to  $160  and $0.  At September 30, 2003,  accrued  interest
  amounted to $160.

                                  -16-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 11 - RELATED PARTY TRANSACTIONS [Continued]

  On March 4, 2003, the Company signed a $3,200 note payable to a former
  shareholder  of  the Company.  The note accrues interest  at  10%  per
  annum  and is due on demand.  For the nine months ended September  30,
  2003 and 2002, respectively, interest expense amounted to $185 and $0.
  At September 30, 2003, accrued interest amounted to $185.

  On January 8, 2003, the Company extended a note payable of $10,000 and
  related accrued interest of $417 into a new note payable to an  entity
  controlled  by  a  former shareholder of the  Company.   The  note  is
  secured by all the assets of the Company, accrues interest at  8%  per
  annum and was due May 30, 2003.  This note payable is in default.  For
  the  nine  months  ended  September 30, 2003 and  2002,  respectively,
  interest  expense  amounted to $607 and $0.  At  September  30,  2003,
  accrued interest amounted to $607.

  On January 8, 2003, the Company extended a note payable of $16,671 and
  related accrued interest of $2,084 into a new note payable to a former
  shareholder of the Company.  The note is secured by all the assets  of
  the  Company,  accrues interest at 8% per annum and was  due  May  30,
  2003.   This  note payable is in default.  For the nine  months  ended
  September  30, 2003 and 2002, respectively, interest expense  amounted
  to $1,093 and $0.  At September 30, 2003, accrued interest amounted to
  $1,093.

  On  October  17, 2002, the Company signed a $2,500 note payable  to  a
  former  shareholder of the Company.  The note accrues interest at  10%
  per  annum  and is due on demand.  For the nine months ended September
  30,  2003  and 2002, respectively, interest expense amounted to  $188.
  At September 30, 2003, accrued interest amounted to $239.

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

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

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

  Management Compensation - On January 1, 2001, the Company entered into
  an  employment agreement with an officer/shareholder of the Company to
  pay  $1,000 per month for three years.  On April 1, 2001, the  Company
  increased  the salary to $4,000 per month.  For the nine months  ended
  September 30, 2003 and 2002, respectively, the Company accrued payroll
  of   $36,923   and   $17,459  and  paid  $0   and   $20,575   to   the
  officer/shareholder.

                                    -17-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 11 - RELATED PARTY TRANSACTIONS [Continued]

  Office Space/Utilities - On January 1, 2001, the Company entered  into
  rental  and  utilities agreements with an officer/shareholder  of  the
  Company  allowing the Company to use office space in his home for  the
  operations of the Company at a base rent of $100 per month and a  base
  utility  expense  of  $100  per month.   For  the  nine  months  ended
  September 30, 2003 and 2002, respectively, the Company expensed $1,800
  and  $1,800, as rent and utilities/miscellaneous expenses  which  have
  been  applied against the principal of two notes receivable  from  the
  officer/shareholder [See above].

NOTE 12 - GOING CONCERN

  The accompanying financial statements have been prepared in conformity
  with generally accepted accounting principles in the United States  of
  America,  which  contemplate continuation of the Company  as  a  going
  concern.  However, the Company has incurred losses since its inception
  and  has  current  liabilities in excess  of  current  assets.   These
  factors  raise substantial doubt about the ability of the  Company  to
  continue  as a going concern.  In this regard, management is proposing
  to  raise  any  necessary additional funds not provided by  operations
  through loans or through additional sales of its common stock.   There
  is  no  assurance that the Company will be successful in raising  this
  additional  capital  or  in  achieving  profitable  operations.    The
  financial statements do not include any adjustments that might  result
  from the outcome of these uncertainties.

NOTE 13 - LOSS PER SHARE

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

                               For the Three        For the Nine
                               Months Ended         Months Ended
                               September 30,        September 30,
                         _____________________   ______________________
                            2003        2002        2003        2002
                         __________  __________  __________  __________
 Loss from operations
 available to common
 shareholders
 (numerator)             $ (20,157)  $ (28,974)  $ (58,492)  $ (83,868)
                         __________  __________  __________  __________
 Weighted average
 number of common
 shares outstanding
 used in loss per
 share for the
 period
 (denominator)           10,550,000  10,550,000  10,550,000  10,807,143
                         __________  __________  __________  __________


  Dilutive  loss  per  share was not presented, as the  Company  had  no
  common  stock equivalent shares for all periods presented  that  would
  affect the computation of diluted loss per share.

                                  -18-
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 14 - COMMITMENTS AND CONTINGENCIES

  Employment Agreement - On August 1, 2001, the Company entered into  an
  employment agreement with an employee.  The agreement provided  for  a
  $3,000 per month salary for a period of one year commencing August  1,
  2001.   The employment agreement continued on a month-to-month  basis.
  In  November  2002,  the Company terminated the employment  agreement.
  For  the  nine months ended September 30, 2003 and 2002, respectively,
  the  Company accrued payroll of $0 and $17,249 and paid $0 and  $7,615
  to the employee.

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

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

NOTE 15 - CONCENTRATIONS

  Significant Customer - For the nine months ended September  30,  2003,
  all  of the Company's revenues came from just one customer.  The  loss
  of  this  significant  customer could adversely affect  the  Company's
  business and financial position.

  Geographic Region - During the nine months ended September  30,  2003,
  all  of  the Company's sales and operations were located in and around
  Salt Lake City, Utah.

                                    -19-
<PAGE>




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

General

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

     Our business is not capital intensive because we do not require
production or storage facilities to operate our business.  We rely on
third party suppliers to produce and install the advertising product we
sell, and we place orders with suppliers only against purchase orders we
receive through our marketing efforts.  The cost of production and
installation of the advertising product averages 81 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.
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

     ****************************************************************
           NINE MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002,
         AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2003 AND 2002
     ****************************************************************

     Revenue:  The Company had revenues of $3,000 and $49,655 respectively
for the nine-month periods ended September 30, 2003 and 2002. The Company
had revenues of $0 and $8,864 respectively for the three-month periods
ended September 30, 2003 and 2002.

     Our average monthly revenue rate over the first nine months of 2003
was approximately $333.  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.

     Cost of Goods Sold: Cost of goods sold for the nine-month periods
ended September 30, 2003 and 2002 were $7,181 and $47,851 respectively.
The cost of goods sold for the three-month periods ended September 30,
2003 and 2002 were $2,230 and $14,706 respectively.  Cost of goods sold
includes the cost of production of the advertising material we sell and
its installation.

                            -20-
<PAGE>

     General and Administrative Expenses: General and administrative
expenses and selling expenses for the nine month periods ended September
30, 2003 and 2002 were $47,361 and $83,955 respectively. These expenses
for the three-month periods ended September 30, 2003 and 2002 were $15,143
and $22,813 respectively.

     Operating Expenses: Operating expenses consist primarily of salary
for one employee, office expenses, and professional fees.  The total
salary accrued for and paid to Cliff Halling, our president, was $36,923
for the nine month period ended September 30, 2003 compared to $38,034 for
the nine-month period ended September 30, 2002. The total salary accrued
for and paid to Mr. Halling for the three-month periods ended September
30, 2003 and 2002 was $12,185 and $13,108 respectively. His monthly salary
is $4,000 through the third quarter of 2003. Our vehicle leasing and
purchase obligations total $807 per month, which includes approximately
$300 payable over a three-year term for the leased vehicle and the
remainder payable over a five-year term for the vehicle being purchased.
Our office rent and utilities through the nine-month periods ended
September 30, 2003 and 2002 was $1,800 and $1,800 respectively. Office
rent and utilities for the three-month periods ended September 30, 2003
and 2002 was $600 and $600 respectively. We expect our office expense will
remain at a rate of approximately $200 per month through the end of 2003.
Professional fees for the nine-month periods ended September 30, 2003 and
2002 were $6,548 and $8,552 respectively and for the three-month periods
ended September 30,2003 and 2002 were $2,040 and $703 respectively.

     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 and Interest Income: Interest expense for the nine-
month periods ended September 30, 2003 and 2002, was $7,289 and $2,407,
respectively. Interest expense for the three-month periods ended September
30, 2003 and 2002 was $2,843 and $560 respectively.  We also recognized
interest income of $339 for the nine-month period ended September 30,
2003, on a note receivable from Cliff Halling compared to $721 for the
nine-month period ended September 30, 2002.  Interest income for the three-
month periods ended September 30, 2003 and 2002, was $59 and $241
respectively.

     As a result of the foregoing factors, Wrap-N-Roll realized a net loss
of $58,492 for the nine-month period ended September 30, 2003, compared to
a net loss of $83,868 for the nine-month period ended September 30, 2002.
Wrap-N-Roll realized a net loss of $20,157 for the three-month period
ended September 30, 2003, compared to a net income of $28,974 for the
three-month period ended September 30, 2002.

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

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

                               -21-
<PAGE>

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

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

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

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

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

Liquidity and Capital Resources

     At September 30, 2003, we had a working capital deficit of $221,007
compared to a working capital deficit of $128,434 at September 30, 2002.

     Current assets consist primarily of cash in the amount of $15,
accounts receivable of $0, and notes receivable and accrued interest from
Cliff Halling, our president and sole director, in the amount of $5,357.
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 $14,093 on the notes, so that the outstanding
balance at September 30, 2003, was $3,434 with accrued interest of $1,923.
We do not have any present intention of making further advances to Mr.
Halling.

     Current liabilities total $226,379 and consist primarily of $45,571
in accounts payable and accrued expenses, $86,259 of accounts payable and
accrued related party expenses, $39,548 owed for judgments, $10,126 of
notes payable, $38,071 of notes payable-related party and $6,804 on the
current portion due of notes payable.

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

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

                               -22-
<PAGE>

     In January 2003, we entered into an agreement to secure the liability
of one of our debtors. This security agreement is in the amount of $10,126
and is secured by a first lien on our assets with the exception of our
Company van, which is pledged to the loaning finance company.  The August
2002 and July 2002 notes along with accrued interest that were due to a
former shareholder were also secured in January 2003 by a second and third
lien against our assets, respectively.  The amounts underlying these
secured positions totaling $38,071, excluding the van, were payable in
full May 30, 2003.  These agreements are currently being renegotiated and
are accruing interest at a rate of 8% per annum.

     Long-term debt at September 30, 2003, consisted of $12,160 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 $15,683.

     If we achieve our revenue goals by the end of 2003, then we will
evaluate the feasibility of adding employees.  New employees will be added
only if our operations can support the new employees without outside
financing and if we believe the addition of these employees will enable us
to penetrate our market more effectively.  An increase in our operations
and the number of employees may require us to seek larger office space to
house our marketing and service personnel.  Should this growth occur, we
do not expect that we would need more than approximately 600 square feet
of office space.  We believe that there is an adequate supply of office
space in Salt Lake County, Utah to meet our need for larger space, should
it arise.  Based solely on our informal investigation of office space, we
believe we could find suitable space to rent for $12 per square foot per
year, or a total of $7,200 per year for 600 square feet.

     Wrap-N-Roll began generating sales revenue from its business
operations since the beginning of 2001.  Consequently, we do not have a
history of operations that allows us to predict with any certainty whether
our sales will continue at current levels or decrease over the next 12
months.

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

ITEM 3.  CONTROLS AND PROCEDURES

     As of September 30, 2003, the Company's management, including the
Company's Chief Executive Officer and Chief Financial Officer, evaluated
the effectiveness of the design of the Company's disclosure controls and
procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities and Exchange Act of 1934.  Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective.

     There have been no significant changes (including corrective actions
with regard to significant deficiencies and material weaknesses) in the
Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of Management's evaluation.

                              -23-
<PAGE>

                            PART II

ITEM 1.   LEGAL PROCEEDINGS

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

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

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

     No other claims are pending or have been threatened.


ITEM 2.   CHANGES IN SECURITIES

     Not Applicable.


ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     Not Applicable.


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

     Not Applicable.


ITEM 5.   OTHER INFORMATION

     Not Applicable.

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: November 14, 2003              By: Cliff Halling, President, Secretary
                                                     Treasurer, Director


                                       -24-

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

SEC Ref
No.       Page No.  Description
-------   --------  -----------
31.1                    Certification of Chief Executive Officer and Chief
                        Financial Officer pursuant to Section 302 of the
                        Sarbanes-Oxley Act of 2002.

32.1                    Certification of Principal Executive Officer
                        Pursuant to 18 U.S.C. Section 1350.






                                       -25-
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