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, 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 November 13, 2002, 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.

















                    [THIS SPACE INTENTIONALLY LEFT BLANK]




                                     3
<PAGE>

                           WRAP-N-ROLL USA, INC.




                                 CONTENTS

                                                                 PAGE

        -    Unaudited Condensed Balance Sheets,
               September 30, 2002 and December 31, 2001         5 - 6


        -    Unaudited Condensed Statements of Operations,
               for the three and nine months ended
               September 30, 2002 and 2001                        7

        -    Unaudited Condensed Statements of Cash Flows,
               for the nine months ended September 30, 2002
               and 2001                                         8 - 9


        -  Notes to Unaudited Condensed Financial Statements   10 - 19







                                     4
<PAGE>

                           WRAP-N-ROLL USA, INC.

                    UNAUDITED CONDENSED BALANCE SHEETS


                                  ASSETS

                                                 September 30,   December 31,
                                                     2002            2001
                                                 ____________    ____________
CURRENT ASSETS:
  Cash                                           $        373    $     17,657
  Accounts receivable, net of
    allowance for doubtful accounts
    of $0 and $1,819, respectively                      3,892           1,050
  Related party receivable                              1,244             523
  Notes receivable - related party                     12,217          14,127
  Inventory                                             2,060               -
                                                 ____________    ____________
        Total Current Assets                           19,786          33,357

PROPERTY AND EQUIPMENT, net                            21,956          26,660
                                                 ____________    ____________
                                                 $     41,742    $     60,017
                                                 ____________    ____________































                                [Continued]

                                     5
<PAGE>

                           WRAP-N-ROLL USA, INC.

                    UNAUDITED CONDENSED BALANCE SHEETS

                                [Continued]


              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                 September 30,   December 31,
                                                     2002            2001
                                                 ____________    ____________
CURRENT LIABILITIES:
  Accounts payable and accrued
    expenses                                     $     75,582    $     35,212
  Accounts payable and accrued
    expenses - related party                           40,303          21,427
  Notes payable - related party                        26,671          16,671
  Current portion of long-term debt                     5,664           5,554
                                                 ____________    ____________
        Total Current Liabilities                     148,220          78,864

LONG-TERM DEBT, less current portion                   15,943          20,206

UNEARNED REVENUE                                          500               -
                                                 ____________    ____________
        Total Liabilities                             164,663          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,
    10,550,000 and 11,000,000 shares
    issued and outstanding, respectively               10,550          11,000
  Capital in excess of par value                          450               -
  Retained earnings (deficit)                        (133,921)        (50,053)
                                                 ____________    ____________
        Total Stockholders' Equity (Deficit)         (122,921)        (39,053)
                                                 ____________    ____________
                                                 $     41,742    $     60,017
                                                 ____________    ____________









Note: The Balance Sheet of December 31, 2001 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.

                                     6
<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,
                                ______________________  ______________________
                                   2002        2001        2002        2001
                                __________  __________  __________  __________
SALES REVENUE, net of returns,
  discounts and allowances      $    8,864  $  213,976  $   49,655  $  256,116

COST OF GOODS SOLD                  14,706     153,574      47,851     190,348
                                __________  __________  __________  __________
GROSS PROFIT                        (5,842)     60,402       1,804      65,768
                                __________  __________  __________  __________
EXPENSES:
  Selling                                -          19          31         925
  General and administrative        22,813      31,020      83,955      59,325
                                __________  __________  __________  __________
      Total Expenses                22,813      31,039      83,986      60,250
                                __________  __________  __________  __________
EARNINGS (LOSS) BEFORE
  OTHER INCOME                     (28,655)     29,363     (82,182)      5,518
                                __________  __________  __________  __________
OTHER INCOME (EXPENSE):
  Gain on assignment of
    operating lease                      -           -           -       1,500
  Interest income - related
    party                              241         272         721         272
  Interest expense - related
    party                             (583)       (390)     (1,525)       (953)
  Interest and other income
    (expense)                           23        (273)       (882)       (569)
                                __________  __________  __________  __________
      Total Other Income
        (Expense)                     (319)       (391)     (1,686)        250
                                __________  __________  __________  __________
EARNINGS (LOSS) BEFORE
  INCOME TAXES                     (28,974)     28,972     (83,868)      5,768

CURRENT TAX EXPENSE                      -           -           -           -

DEFERRED TAX EXPENSE                     -           -           -           -
                                __________  __________  __________  __________

NET INCOME (LOSS)               $  (28,974) $   28,972  $  (83,868) $    5,768
                                __________  __________  __________  __________

EARNINGS (LOSS) PER
  COMMON SHARE                  $     (.00) $      .00  $     (.01) $      .00
                                __________  __________  __________  __________





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

                                     7
<PAGE>

                           WRAP-N-ROLL USA, INC.

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                             For the Nine
                                                             Months Ended
                                                             September 30,
                                                        ______________________
                                                           2002        2001
                                                        __________  __________
Cash Flows From Operating Activities:
 Net income (loss)                                      $  (83,868) $    5,768
 Adjustments to reconcile net loss to net cash
   provided (used) by operating activities:
   Bad debt expense                                            382           -
   Depreciation expense                                      4,704       2,937
   Non-cash expenses                                         1,800           -
   Changes in assets and liabilities:
     (Increase) in accounts receivable                      (3,224)     (3,489)
     (Increase) in related party receivable                   (721)     (8,069)
     (Increase) in inventory                                (2,060)          -
     Increase in accounts payable and accrued expenses      40,370      40,339
     Increase in accounts payable and accrued expenses
       - related party                                      18,984      20,305
     Increase in unearned revenue                              500           -
                                                        __________  __________
         Net Cash Provided (Used) by Operating
           Activities                                      (23,133)     57,791
                                                        __________  __________

Cash Flows From Investing Activities:
 Payments for notes receivable                                   -      (2,500)
 Receipts from notes receivable                                110       2,800
 Payments for property and equipment                             -     (29,368)
                                                        __________  __________
         Net Cash Provided (Used) by Investing
           Activities                                          110     (29,068)
                                                        __________  __________

Cash Flows From Financing Activities:
 Proceeds from notes payable - related party                 9,892       6,400
 Payments on notes payable - related party                       -      (1,400)
 Proceeds from long-term debt                                    -      26,868
 Payments on long-term debt                                 (4,153)     (1,670)
                                                        __________  __________
         Net Cash Provided by Financing Activities           5,739      30,198
                                                        __________  __________

Net Increase (Decrease) in Cash                            (17,284)     58,921

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

Cash at End of Period                                   $      373  $   61,980
                                                        __________  __________



                                [Continued]

                                     8
<PAGE>

                           WRAP-N-ROLL USA, INC.

               UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

                                [Continued]


                                                             For the Nine
                                                             Months Ended
                                                             September 30,
                                                        ______________________
                                                           2002        2001
                                                        __________  __________
Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
   Interest                                             $      865  $      477
   Income taxes                                         $        -  $        -

Supplemental Schedule of Noncash Investing and Financing Activities:

 For the nine months ended September 30, 2002:

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

   On  July  30,  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.

 For the nine months ended September 30, 2001:

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

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






















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

                                     9
<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, 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
  September  30,  2002  and  2001 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.

  Inventory  -  Inventory is carried at the lower of cost or market  using
  the  specific  identification method.  At September 30, 2002,  inventory
  consists of printed vinyl for a job that is expected to be completed  in
  November or December 2002 valued at $2,060.

                                     10
<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.

  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.   At  September  30,
  2002,  the  Company had recorded unearned revenue of $500,  representing
  the prepayment of a job not yet started at that date.

  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].

  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.


                                     11
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Recently   Enacted  Accounting  Standards  -  Statement   of   Financial
  Accounting  Standards  ("SFAS") No. 141, "Business  Combinations",  SFAS
  No.   142,  "Goodwill  and  Other  Intangible  Assets",  SFAS  No.  143,
  "Accounting   for   Asset  Retirement  Obligations",   SFAS   No.   144,
  "Accounting  for the Impairment or Disposal of Long-Lived Assets",  SFAS
  No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment  of
  FASB  Statement  No.  13,  and  Technical Corrections",  SFAS  No.  146,
  "Accounting for Costs Associated with Exit or Disposal Activities",  and
  SFAS  No.  147,  "Acquisitions of Certain Financial  Institutions  -  an
  Amendment of FASB Statements No. 72 and 144 and FASB Interpretation  No.
  9",  were  recently issued.  SFAS No. 141, 142, 143, 144, 145,  146  and
  147  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,  2002 have been reclassified to conform to  the  headings
  and   classifications  used  in  the  September   30,   2002   financial
  statements.

NOTE 2 - PROPERTY AND EQUIPMENT

  Property and equipment consisted of the following at:

                                                 September 30,   December 31,
                                                     2002            2001
                                                 ____________    ____________
        Vehicles                                 $     31,365    $     31,365

        Less: Accumulated depreciation                 (9,409)         (4,705)
                                                 ____________    ____________
        Net Property and Equipment               $     21,956    $     26,660
                                                 ____________    ____________

  Depreciation  expense for the nine months ended September 30,  2002  and
  2001 was $4,704 and $2,937, respectively.

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  Accounts payable and accrued expenses consisted of the following at:

                                                 September 30,   December 31,
                                                     2002            2001
                                                 ____________    ____________
        Accounts payable                         $     56,303    $     30,701
        Accrued payroll, taxes and
          withholdings                                 19,098           4,046
        Joint agreements revenues payable                   -             350
        Sales tax payable                                 141              80
        Interest payable                                   40              35
                                                 ____________    ____________
                                                 $     75,582    $     35,212
                                                 ____________    ____________

                                     12
<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 a related party  consisted  of
  the following at:

                                                 September 30,   December 31,
                                                     2002            2001
                                                 ____________    ____________
        Accrued payroll - related party          $     38,182    $     20,723
        Accrued interest - related party                2,121             704
                                                 ____________    ____________
                                                 $     40,303    $     21,427
                                                 ____________    ____________

NOTE 5 - LONG-TERM DEBT

  Long-term debt consisted of the following at:

                                                 September 30,   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 $21,956                         $     21,607    $     25,760

        Less: Current portion                          (5,664)         (5,554)
                                                 ____________    ____________
                                                 $     15,943    $     20,206
                                                 ____________    ____________

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

                      September 30,         Principal Due
                      ____________          _____________
                          2003              $       5,664
                          2004                      5,830
                          2005                      6,002
                          2006                      4,111
                          2007                          -
                                            _____________
                                            $      21,607
                                            _____________

  Interest  expense for long-term debt for the nine months ended September
  30, 2002 and 2001 amounted to $514 and $569, respectively.

NOTE 6 - CAPITAL STOCK

  Preferred  stock  -  The  Company  has authorized  5,000,000  shares  of
  preferred  stock,  $.001  par value, with such rights,  preferences  and
  designations and to be issued in such series as determined by the  Board
  of  Directors.   No shares were issued and outstanding at September  30,
  2002 and December 31, 2001.

                                     13
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 6 - CAPITAL STOCK [Continued]

  Common  Stock - The Company has authorized 20,000,000 shares  of  common
  stock  with  a  par value of $.001.  At September 30, 2002 and  December
  31,  2001,  there  were  10,550,000 and  11,000,000  shares  issued  and
  outstanding, respectively.

  Cancellation  -  On June 5, 2002, a shareholder of the Company  returned
  450,000 shares of common stock for cancellation.

NOTE 7 - SALES REVENUE

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

                                                 September 30,   September 30,
                                                     2002            2001
                                                 ____________    ____________
        Installation revenues                    $     37,030    $    256,116
        Advertising revenues                           12,466               -
        Joint agreements revenues                         541               -
        Less: Returns, discounts and
          allowances                                     (382)              -
                                                 ____________    ____________
        Sales revenue, net of returns,
          discounts and allowances               $     49,655    $    256,116
                                                 ____________    ____________

NOTE 8 - 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 10].

  Minimum  future  rental  payments  under  the  remaining  non-cancelable
  operating  lease having a remaining term in excess of  one  year  as  of
  September  30, 2002 for the twelve month periods ended and in  aggregate
  are:

                      September 30,             Amount
                      ____________           ____________
                          2003               $      3,473
                          2004                        579
                          2005                          -
                          2006                          -
                          2007                          -
                                             ____________
       Total minimum future rental payments: $      4,052
                                             ____________

  Rental  payments for the nine months ended September 30, 2002  and  2001
  amounted to $2,604 and $3,152, respectively.


                                     14
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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
  September  30,  2002,  the Company has available unused  operating  loss
  carryforwards  of  approximately $20,900, 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
  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 deferred tax assets,
  the  Company  has  established a valuation allowance equal  to  the  tax
  effect of the deferred tax assets and, therefore, no deferred tax  asset
  has  been  recognized.   The  net deferred  tax  assets,  which  consist
  primarily  of  accrued compensation, accounts payable and net  operating
  loss  carryforwards,  are  approximately  $50,200  and  $20,200  as   of
  September  30,  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 $30,000 during  the
  nine months ended September 30, 2002.

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  September 30, 2002, accrued interest amounted  to  $1,244.
  As   of   September  30,  2002,  the  Company  had  applied   rent   and
  utilities/miscellaneous  expenses totaling  $4,200  and  a  $1,000  down
  payment  made on behalf of the Company against the principal of the  two
  notes,  plus the officer/shareholder repaid $110, resulting in principal
  of $12,217 owed at September 30, 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  September
  30,  2002, the Company owed $21,607 on the purchase of the van [See Note
  5].

                                     15
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 10 - RELATED PARTY TRANSACTIONS [Continued]

  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  -  As  of  July 31, 2001,  the  Company  owed  a  former
  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 that  was  due
  August  1,  2002.  The note accrues interest at 10% per annum.   Accrued
  interest  amounted to $1,954 at September 30, 2002.  On August 1,  2002,
  the  Company  extended the note payable to a shareholder of the  Company
  to be due on demand.

  On  April 24, 2001, the Company signed a $1,400 note payable to a former
  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 former shareholder.

  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  July  30,
  2002, the note was extended into a new note payable.

  On  July 30, 2002, the Company extended a $5,000 note payable, a  $1,000
  loan  payable,  and related accrued interest of $108 with an  additional
  loan  of  $3,892 into a note payable of $10,000 that is due  on  demand.
  The  new  note  accrues  interest at 10% per  annum.   Accrued  interest
  amounted to $167 at September 30, 2002.

  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 nine months ended September  30,  2002
  and   2001,   total  compensation  to  the  officer/director/shareholder
  amounted to $38,034 and $27,000, respectively [See Note 13].

  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  nine  months  ended
  September  30,  2002 and 2001, the Company expensed $1,800  and  $1,800,
  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].

                                     16
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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           For the Nine
                                     Months Ended            Months Ended
                                     September 30,           September 30,
                                ______________________  ______________________
                                   2002        2001        2002        2001
                                __________  __________  __________  __________
    Loss from continuing
    operations available to
    common shareholders
    (numerator)                 $  (28,974) $   28,972  $  (83,868) $    5,768
                                __________  __________  __________  __________
    Weighted average number
    of common shares
    outstanding used in loss
    per share for the period
    (denominator)               10,550,000  11,000,000  10,807,143  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.

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 nine months ended September 30, 2002  and  2001,
  respectively,  the Company accrued payroll of $17,459  and  $19,536  and
  paid $20,575 and $7,464 to the officer/director/employee.

                                     17
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 13 - COMMITMENTS AND AGREEMENTS [Continued]

  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 continues on a month-to-month  basis.
  During  the nine months ended September 30, 2002 and 2001, respectively,
  the  Company accrued payroll of $17,249 and $1,385 and paid $11,275  and
  $7,615 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 nine months ended September  30,  2002  and
  2001,  respectively, rent and utilities/miscellaneous  expenses  totaled
  $1,800  and  $1,800  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  provided advertisers, vehicle wrapping and  collection  of
  payments.   NAC provided a fleet of vehicles available for wrapping  and
  business  referrals.   The Company and NAC evenly  split  the  revenues.
  The  agreement  was for one year and could be extended or  cancelled  at
  any   time   by  written  mutual  consent.   The  Company  is  currently
  negotiating  an  extension to this agreement.  During  the  nine  months
  ended  September 30, 2002 and 2001, respectively, the Company recognized
  $350 and $0 in revenues as part of this agreement.

  The  Company  was  negotiating  a  joint  agreement  with  the  Standard
  Examiner  ("SE")  to  provide advertising  services.   The  Company  was
  expected  to  provide advertisers, vehicle wrapping  and  collection  of
  payments.  SE was expected to provide a fleet of vehicles available  for
  wrapping  and business referrals.  The Company and SE were  expected  to
  evenly  split the revenues.  The agreement was expected to  be  for  six
  months.   The  Company  had  started providing  services  based  on  the
  anticipated  agreement.  The Company was unable  to  negotiate  a  joint
  agreement  with SE and is no longer providing any services.   During the
  nine  months  ended  September  30, 2002  and  2001,  respectively,  the
  Company  recognized $191 and $0 in revenues as part of  the  anticipated
  agreement.

                                     18
<PAGE>

                           WRAP-N-ROLL USA, INC.

             NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 14 - CONCENTRATIONS OF CREDIT RISK

  Significant  Customers  -  During the nine months  ended  September  30,
  2002,  the  Company had three customers that accounted for approximately
  35%  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 nine months ended September 30, 2002:

         Customer A       14%
         Customer B       11%
         Customer C       10%

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

  Geographic  Region  - During the nine months ended September  30,  2002,
  all  of  the  Company's sales and operations were located in and  around
  Salt Lake City, Utah.

NOTE 15 - SUBSEQUENT EVENTS

  Note  Payable  - 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.


                                     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 has been averaging approximately
80 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, 2002 AND 2001,
         AND THREE MONTH PERIODS ENDED SEPTEMBER 30, 2002 AND 2001
     ****************************************************************

     Revenue:  The Company had revenues of $49,655 and $256,116
respectively for the nine-month periods ended September 30, 2002 and 2001.
The Company had revenues of $8,864 and $213,976 respectively for the three-
month periods ended September 30, 2002 and 2001.

     Our average monthly revenue rate over the first nine months of 2002
was approximately $5,517.  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, 2002 and 2001 were $47,851 and $190,348 respectively.
The cost of goods sold for the three-month periods ended September 30,
2002 and 2001 were $14,706 and $153,574 respectively.  For the nine months
ended September 30, 2002, our cost of goods sold has been averaging about

                                     20
<PAGE>

74% percent of sales revenue.  Cost of goods sold includes the cost of
production of the advertising material we sell and its installation.

     General and Administrative Expenses: General and administrative
expenses and selling expenses for the nine month periods ended September
30, 2002 and 2001 were $83,955 and $59,325 respectively. These expenses
for the three-month periods ended September 30, 2002 and 2001 were $22,813
and $31,020 respectively.

     Operating Expenses: 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 $38,034
for the nine month period ended September 30, 2002, or 77% of sales
revenue compared to $27,000 for the nine month period ended September 30,
2001, or 11% of sales. The total salary accrued for and paid to Mr.
Halling for the three-month periods ended September 30, 2002 and 2001 was
$13,108 and $12,000 respectively. 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 nine-month periods ended September 30, 2002
and 2001 was $1,800 and $1,800 respectively. Office rent and utilities for
the three-month periods ended September 30, 2002 and 2001 was $600 and
$600 respectively. We expect our office expense will remain at a rate of
approximately $200 per month through the end of 2002.  Professional fees
for the nine-month periods ended September 30, 2002 and 2001 were $8,552
and $12,004 respectively and for the three-month periods ended September
30, 2002 and 2001 were $703 and $3,023 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, 2002 and 2001, was $2,407 and $1,522,
respectively. Interest expense for the three-month periods ended September
30, 2002 and 2001 was $560 and $663 respectively.  We also recognized
interest income of $721 for the nine-month period ended September 30,
2002, on a note receivable from Cliff Halling compared to $272 for the
nine-month period ended September 30, 2001.  Interest income for the three-
month periods ended September 30, 2002 and 2001, was $241 and $272
respectively.

     As a result of the foregoing factors, Wrap-N-Roll realized a net loss
of $83,868 for the nine-month period ended September 30, 2002, compared to
a net income of $5,768 for the nine-month period ended September 30, 2001.
Wrap-N-Roll realized a net loss of $28,974 for the three-month period
ended September 30, 2002, compared to a net income of $28,972 for the
three-month period ended September 30, 2001.


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

     The Company had $258,872 in revenue for the calendar year ended

                                     21
<PAGE>

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.

     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 September 30, 2002, we had a working capital deficit of $128,434,
compared to working capital deficit of $2,686 at September 30, 2001.

     Current assets consist primarily of cash in the amount of $373,
accounts receivable of $3,892, and notes receivable and accrued interest
from Cliff Halling, our president and sole director, in the amount of
$13,461.  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% 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 $5,310 on the notes, so that the outstanding balance at
September 30, 2002, was $12,217 with accrued interest of $1,244.

     Current liabilities consist primarily of $75,582 in accounts payable
and accrued expenses, $38,182 of accrued payroll due to Cliff Halling,
$16,671 on a note payable to a former stockholder, $10,000 on a note
payable to Park Street Investments and $5,664 of current portion on long-
term debt incurred to purchase our van.  A former stockholder 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 upon demand.  Accrued interest on
this note at September 30, 2002 was $1,954. 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 accrues interest at 10% per annum
and is due upon demand. On May 28, 2002, the Company was advanced $1,000
by an entity controlled by a former stockholder of the Company.  On July
30, 2002 the Company was advanced an additional $3,892 by an entity

                                     22
<PAGE>

controlled by a former stockholder of the Company.  The Company signed a
Promissory Note to an entity controlled by a former shareholder for
$10,000 on July 30, 2002.  This note combines the April 15, 2002 note for
$5,000 including interest of $83, the $1,000 advance at May 28, 2002
including a $25 fee and the additional $3,892 advanced on July 30, 2002.
The note accrues interest at 10% per annum and is due upon demand. Accrued
interest on this note at September 30, 2002 was $167.

     Long-term debt at September 30, 2002, consisted of $21,607 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 $21,956.

     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 expect that we would not
need more than approximately 600 square feet of office space. We believe
that there is an adequate supply of office space in Salt Lake County, Utah
to meet our need for larger space, should it arise.  Based solely on our
informal investigation of office space, we believe we could find suitable
space to rent for $12 per square foot per year, or a total of $7,200 per
year for 600 square feet.

     Wrap-N-Roll began generating sales revenue from its business
operations since the beginning of 2001.  Consequently, we do not have a
history of operations that allows us to predict with any certainty whether
our sales will continue at current levels or increase over the next 12
months.  Assuming we can maintain our current level of sales revenue, we
believe we can fund our operations internally over the next 12 months. The
agreement with the Newspaper Agency Corporation expired in June 2002, and
the Company is currently negotiating to extend this agreement.  We were
negotiating a joint agreement with the Standard Examiner to provide
advertising services, however at September 30, 2002 the Company terminated
negotiations and previous receivables of $382 recognized as part of the
anticipated agreement were determined to be uncollectible and expensed as
bad debts.

     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 former stockholder, to provide working
capital for our operations.  We similarly have no agreement or arrangement
with any stockholder 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
     Within the 90 days prior to the filing of this report, 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.


                                     23
<PAGE>

     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.

                                    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.

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

                                     24
<PAGE>


                              CERTIFICATIONS

I, Cliff Halling, as Chief Executive Officer and Chief Financial Officer
of the Company, certify that:

  1.   I have reviewed this quarterly report on Form 10-QSB of Wrap-N-Roll USA,
     Inc.;

  2.   Based on my knowledge, this quarterly report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this quarterly report;

  3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

  4.   I am responsible for establishing and maintaining disclosure controls
     and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
     the registrant and have:

       a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within
          those entities, particularly during the period in which this
          quarterly report is being prepared;

       b.   evaluated the effectiveness of the registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

       c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

  5.   I have disclosed, based on my most recent evaluation, to the
     registrant's auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent functions):

       a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses
          in internal controls; and

       b.   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the registrant's
          internal controls; and

  6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.


Date: November 14, 2002                   /s/ Cliff Halling
                                          Cliff Halling
                                          Chief Executive Officer and
                                          Chief Financial Officer

                                     25
<PAGE>


                               Exhibit 99.1

                         CERTIFICATION PURSUANT TO
                          18 U.S.C. SECTION 1350,
                          AS ADOPTED PURSUANT TO
               SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Wrap-N-Roll USA, Inc. (the
"Company") on Form 10-QSB for the period ending September 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Cliff Halling, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C.  1350, as adopted
pursuant to  906 of the Sarbanes-Oxley Act of 2002, that:

    (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

    (2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations of
the Company.


  /s/ Cliff Halling
Cliff Halling
Chief Executive Officer and Chief Financial Officer
November 14, 2002







                                     26
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                              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     *10*      Note Payable in the form of a Promissory Note Dated
                    April 15, 2002 executed by the Company.

10.15     *10*      Note Payable in the form of a Promissory Note Dated
                    July 30, 2002.

                                     27
<PAGE>

10.16               Promissory Note Dated August 1, 2002, executed by the
                    Company.

10.17               Promissory Note Dated October 17, 2002, executed by
                    the Company.

*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.

*10* The listed exhibits are incorporated herein by this reference to the
Quarterly Report on Form 10-QSB for the quarter ended June 30, 2002, filed
by the Company with the Securities and Exchange Commission on August 19,
2002.


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