U. S. Securities and Exchange Commission
                     Washington, D. C.  20549

                           FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the fiscal year ended December 31, 2005
                               -----------------

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the transition period from _________________ to __________________

                       Commission File No. 000-29445

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


          Nevada                                     84-1432450
           ----                                      ----------
(State or Other Jurisdiction of                  (I.R.S. Employer I.D. No.)
 incorporation or organization)

                           1348 East 3300 South, #202
                           Salt Lake City, Utah 84106
                           --------------------------
                   (Address of Principal Executive Offices)

                  Issuer's Telephone Number:  (801) 295-3400

Securities Registered under Section 12(b) of the Exchange Act:  None.

Securities Registered under Section 12(g) of the Exchange Act:

                        Common stock, $.001 par value
                        --------------------------

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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.

     (1)   Yes      No  X         (2)   Yes  X    No
              ---      ---                  ---      ---

     Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB.  [ ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

                       Yes [x]     No [ ]

     State Issuer's revenues for its most recent fiscal year: December 31,
2005; None.

     State the aggregate market value of the common voting stock held by
non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days.

     December 31, 2005 - $590 There are approximately 590,000 shares of
common voting stock of the Registrant held by non-affiliates.  During the
past year, there is no "public market" for shares of common stock of the
Registrant, so the Registrant has arbitrarily valued these shares on the basis
of $0.001 per share.

                (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

     None; not applicable.

     Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.   Yes     No
                                                       ---    ---

     None; not applicable.

                (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

     December 31, 2005; 10,550,000.

               DOCUMENTS INCORPORATED BY REFERENCE
               -----------------------------------

     A description of "Documents Incorporated by Reference" is contained in
Part III, Item 13.

   Transitional Small Business Issuer Format   Yes       No  X
                                                   ---      ---
                              PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

     Corporate Developments.
     -----------------------

Background

     We were incorporated under the laws of the State of Nevada on
September 26, 1997 under the name Oxy General Corporation.  We were not engaged
in any active business operations until October 2000.  In October 2000 we
developed and began implementing a business plan for marketing specialty
advertising services.  On November 17, 2000, we changed our name to
Wrap-N-Roll USA, Inc. to better suit our business.
     We elected to discontinue our primary business segment, which
consisted of specialty advertising services during 2004.
Our current focus is on locating an existing operating entity to acquire or
merge with. We have a limited operating history and no representation is made,
nor is any intended, that we will be able to carry on future business activities
successfully. Further, there can be no assurance that we will have the ability
to acquire or merge with an operating business, business opportunity or property
that will be of material value to us.



                                 Business

Our Company's plan of operation for the next 12 months is to:(i)consider
guidelines of industries in which we may have an interest;(ii) adopt a
business plan regarding engaging in the business of any selected industry; and
(iii) to commence such operations through funding and/or the acquisition
of a "going concern" that is engaged in any industry selected.  Accordingly,
we are deemed to be a "blank check" or "shell company," as defined in Rule
12b-2 promulgated under the Exchange Act by the Securities and Exchange
Commission.

When and if we will select either an industry or business in which to engage
in or complete an acquisition of any kind is presently unknown, and will
depend upon many factors, including but not limited to, those that are
outlined below.

We are not currently engaged in any substantive business activity, and we have
no plans to engage in any such activity in the foreseeable future. In our
present form, we are deemed to be a vehicle to acquire or merge with a
business or company.  Regardless, the commencement of any business opportunity
will be preceded by the consideration and adoption of a business plan by our
Board of Directors.  We do not intend to restrict our search for business
opportunities to any particular business or industry, and the areas in which
we will seek out business opportunities or acquisitions, reorganizations or
mergers may include, but will not be limited to, the fields of high
technology, manufacturing, natural resources, service, research and
development, communications, transportation, insurance, brokerage, finance and
all medically related fields, among others.  We recognize that the number of
suitable potential business ventures that may be available to us will be
extremely limited, and may be restricted, as to acquisitions, reorganizations
and mergers, to entities who desire to avoid what such entities may deem to be
the adverse factors related to an initial public offering ("IPO") as a method
of going public.  The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations and federal and state agencies that implement such
laws, rules and regulations.  Recent amendments to Form 8-K by the Securities
and Exchange Commission regarding shell companies and transactions with
shell companies that require the filing of all information about an acquired
company that would have been required to have been filed had any such company
filed a Form 10 or 10-SB Registration Statement with the Securities and
Exchange Commission, along with required audited, interim and proforma
financial statements, within four business days of the closing of any such
transaction, may eliminate many of the perceived advantages of these types of
transactions.  These types of transactions are customarily referred to as
"reverse" reorganizations in which the acquired company's shareholders become
controlling shareholders in the acquiring company and the acquiring company
becomes the successor to the business operations of the acquired company.
These new regulations also deny the use of Form S-8 for the registration of
securities of a shell company, and limit the use of this Form to a reorganized
shell company until the expiration of 60 days from when any such entity is no
longer considered to be a shell company.  This prohibition could further
restrict opportunities for us to acquire companies that may already have stock
option plans in place that cover numerous employees.  In such an instance,
there may be no exemption from registration for the issuance of securities in
any business combination to these employees, thereby necessitating the filing
of a registration statement with the Securities and Exchange Commission to
complete any such reorganization, and incurring the time and expense costs
that are normally avoided by reverse reorganizations.

Any of these types of transactions, regardless of the particular prospect,
would require us to issue a substantial number of shares of our common stock,
that could amount to as much as 95% or more of our outstanding voting
securities following the completion of any such transaction; accordingly,
investments in any such private enterprise, if available, would be much more
favorable than any investment in our Company.

Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success.  These may
include, but will not be limited to, as applicable, an analysis of the quality
of the particular business or entity's management personnel; the anticipated
acceptability of any new products or marketing concepts that any such business
or company may have; the merit of any such business' or company's
technological changes; the present financial condition, projected growth
potential and available technical, financial and managerial resources of any
such business or company; working capital, history of operations and future
prospects; the nature of present and expected competition; the quality and
experience of any such company's management services and the depth of its
management; the business' or the company's potential for further research,
development or exploration; risk factors specifically related to the business'
or company's operations; the potential for growth, expansion and profit of the
business or company; the perceived public recognition or acceptance of the
company's or the business' products, services, trademarks and name
identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately quantify or analyze, let alone describe
or identify, without referring to specific objective criteria of an identified
business or company.

Furthermore, the results of operations of any specific business or company may
not necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors.  Also, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness, or the abilities of its
management or its business objectives.  Additionally, a firm market for its
products or services may yet need to be established, and with no past track
record, the profitability of any such enterprise will be unproven, and cannot
be predicted with any certainty.

Our Management will attempt to meet personally with management and key
personnel of the business or company providing any potential business
opportunity afforded to us, visit and inspect material facilities, obtain
independent analysis or verification of information provided and gathered,
check references of management and key personnel and conduct other reasonably
prudent measures calculated to ensure a reasonably thorough review of any
particular business opportunity; however, due to time constraints of
our management, and the lack of available funds for these purposes, these
activities may be limited.

We are unable to predict the time as to when, and if we may actually
participate in any specific business endeavor.  Our Company anticipates that
proposed business ventures will be made available to us through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community and others who may present
unsolicited proposals.  In certain cases, we may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which our Company eventually participates.  Such persons
may include our directors, executive officers and beneficial owners of our
securities or their affiliates.  In that event, such fees may become a factor
in negotiations regarding any potential venture and, accordingly, may present
a conflict of interest for such individuals.  Management does not presently
intend to acquire or merge with any business enterprise in which any member
has a prior ownership interest.

Our Company's directors and executive officers have not used any particular
consultants, advisors or finders on a regular basis.

Although we currently have no plans to do so, depending on the nature and
extent of services rendered, we may compensate members of management in the
future for services that they may perform for our Company.  Because we
currently have extremely limited resources, and because we are unlikely to
have any significant resources until we have determined a business or
enterprise to engage in or have completed a merger or acquisition, management
expects that any such compensation would take the form of an issuance of our
common stock to these persons; this would have the effect of further diluting
the holdings of our other stockholders.  There are presently no preliminary
agreements or understandings between us and members of management respecting
such compensation.  It is the Securities and Exchange Commission's position
that any shares issued to members of our management, persons who may be deemed
to be our "promoters" or "founders" or our "affiliates," are required to be
resold under an effective registration statement filed with the Securities and
Exchange Commission in accordance with the so-called "Wulff Letter" that is
fully discussed under Part II, Item 5, under the heading "Restrictions on
Sales of Certain of Restricted Securities," and which we believe will be
liberally construed to promote its purposes as discussed therein.  These
provisions could further inhibit our ability to complete the acquisition of
any business or complete any merger or reorganization with another entity,
where finder's or others who may be subject to the interpretations of the
Wulff Letter refuse to provide us with any introductions or to close any such
transactions unless they are paid requested fees in cash or unless we agree to
file a registration statement with the Securities and Exchange Commission that
includes any shares that are issued to them at no cost to them.  These
expenses could limit potential acquisition candidates, especially those in
need of cash resources, and could affect the number of shares that our
shareholders retain following any such transaction, by reason of the increased
expense.

Substantial fees are often paid in connection with the completion of all types
of acquisitions, reorganizations or mergers, ranging from a small amount to as
much as $500,000.  These fees are usually divided among promoters or founders
or finders, after deduction of legal, accounting and other related expenses,
and it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement
to retire a portion of the shares of common stock owned by them.  Management
may actively negotiate or otherwise consent to the purchase of all or any
portion of their common stock as a condition to, or in connection with, a
proposed reorganization, merger or acquisition.  It is not anticipated that
any such opportunity will be afforded to other stockholders or that such other
stockholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction.  In the event that any such fees are
paid, they may become a factor in negotiations regarding any potential
acquisition or merger by our Company and, accordingly, may also present a
conflict of interest for such individuals. We have no present arrangements or
understandings respecting any of these types of fees or opportunities.  Any of
these types of fees that are paid in our common stock could also be subject to
the Securities and Exchange Commission's interpretations of the Wulff Letter.

None of our directors, executive officers, founders or their affiliates or
associates has had any negotiations with any representatives of the owners of
any business or company regarding the possibility of an acquisition,
reorganization, merger or other business opportunity for our Company; nor are
there any similar arrangements with us.

Risk Factors.
--------------

In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, our present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below,
among others that cannot now be determined.

Extremely Limited Assets; No Source of Revenue.
------------------------------------------------

We have no assets and have had no profitable operations since inception.  We
will not receive revenues until we select an industry in which to commence
business or complete an acquisition, reorganization or merger, at the
earliest.  We can provide no assurance that any selected or acquired business
will produce any material revenues for us or our stockholders or that any such
business will operate on a profitable basis.

We are deemed to be a Blank Check or Shell Company Until We Adopt a Business
Plan and Commence Principal Significant Operations.
----------------------------------------------------

The limited business operations of ours, as now contemplated, involve those of
a blank check or shell company.  The only activities to be conducted by our
Company are to manage our current limited assets and corporate standing and to
seek out and investigate the commencement or the acquisition of any viable
business opportunity by purchase and exchange for our securities or pursuant
to a reorganization or merger through which our securities will be issued or
exchanged.

Discretionary Use of Proceeds; Blank Check or Shell Company.
-------------------------------------------------------------

Because we are not currently engaged in any substantive business activities,
as well as management's broad discretion with respect to selecting a business
or industry for commencement of operations or completing an acquisition of
assets, property or a business, we are deemed to be a blank check or shell
company.  Although management intends to apply any proceeds that we may
receive through the private issuance of stock or debt to a suitable business
enterprise, subject to the criteria identified above, such proceeds will not
otherwise be designated for any more specific purpose.  We can provide no
assurance that any use or allocation of such proceeds will allow us to achieve
our business objectives.  We will comply with Rule 419 of Regulation C of the
Securities and Exchange Commission if we issue stock or debt in a public
offering, by depositing proceeds promptly into an escrow account or trust
account that provides that the funds would not be released until we provide
the purchaser of any such securities with information regarding the business
combination and also receive in writing a confirmation regarding his or her
decision to invest.

We are not currently engaged in any substantive business activity, and we have
no plans to engage in any such activity in the foreseeable future, except the
search for a business or an entity to acquire that may be beneficial to us and
our stockholders.

When and if we will complete an acquisition is presently unknown, and will
depend upon various factors, including but not limited to, funding and its
availability; and if and when any potential acquisition may become available
to us on terms acceptable to us.

We Will Seek Out Business Opportunities.
-----------------------------------------

Management will seek out and investigate business opportunities through every
reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; we may also
advertise our availability as a vehicle to bring a company to the public
market through a "reverse" reorganization or merger, subject to the
limitations on any such advertising that are included in the Securities Act of
1933, as amended (the "Securities Act"), and the General Rules and Regulations
of the Securities and Exchange Commission promulgated thereunder.

Absence of Substantive Disclosure Relating to Prospective Acquisitions.
------------------------------------------------------------------------

Because we have not yet identified any industry or assets, property or
business that we may engage in or acquire, potential investors in our Company
will have virtually no substantive information upon which to base a decision
of whether to invest in us.  Potential investors would have access to
significantly more information if we had already identified a potential
acquisition, or if the acquisition target had made an offering of its
securities directly to the public.  We can provide no assurance that any
investment in our Company will not ultimately prove to be less favorable than
such a direct investment.

Unspecified Industry and Acquired Business; Unascertainable Risks.
-------------------------------------------------------------------

To date, we have not identified any particular industry or business in which
to concentrate our potential interests.  Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in any industry or business in which our Company may acquire.  To
the extent that we may acquire a business in a high risk industry, we will
become subject to those risks.  Similarly, if we acquire a financially
unstable business or a business that is in the early stages of development, we
will also become subject to the numerous risks to which those businesses are
subject.  Although management intends to consider the risks inherent in any
industry and business in which we may become involved, there can be no
assurance that we will correctly assess such risks.

Uncertain Structure of Acquisition.
------------------------------------

Management has had no preliminary contact or discussions regarding, and there
are no present plans, proposals or arrangements to engage in or acquire any
specific business, assets, property or business.  Accordingly, it is unclear
whether such an acquisition would take the form of a purchase with a funding
requirement as a condition precedent to closing, or an exchange of capital
stock, a merger or an asset acquisition.  However, because our Company has
virtually no resources as of the date of this Registration Statement,
management expects that any such acquisition would take the form of an
exchange of capital stock.

Auditor's 'Going Concern' Opinion.
-----------------------------------

The Independent Auditor's Report issued in connection with our audited
financial statements for the calendar years ended December 31, 2005, 2004
and 2003, expressed "substantial doubt about our ability to continue as a going
concern," due to our status as a start-up and our lack of profitable
operations.  See the Index to Financial Statements, Part F/S of this
Registration Statement.

Losses Associated With Startup.
--------------------------------

We have not had a profitable operating history.  We cannot guarantee that we
will become profitable.

Federal and State Restrictions on Blank Check or Shell Companies.
------------------------------------------------------------------

     Federal Restrictions.
     ---------------------

Recent amendments to Form 8-K by the Securities and Exchange Commission
regarding shell companies and transactions with shell companies require the
filing of all information about an acquired company that would have been
required to have been filed had any such company filed a Form 10 or 10-SB
Registration Statement with the Securities and Exchange Commission, along with
required audited, interim and proforma financial statements, within four
business days of the closing of any such transaction. These new regulations
also deny the use of Form S-8 for the registration of securities of a shell
company, and limit the use of this Form to a reorganized shell company until
the expiration of 60 days from when any such entity is no longer considered
to be a shell company.  This prohibition could further restrict opportunities
for us to acquire companies that may already have stock option plans in place
that cover numerous employees.  In such an instance, there may be no exemption
from registration for the issuance of securities in any business combination
to these employees, thereby necessitating the filing of a registration
statement with the Securities and Exchange Commission to complete any such
reorganization, and incurring the time and expense costs normally avoided by
reverse reorganizations.

The Wulff Letter, as discussed below under Part II, Item 5, under the heading
"Restrictions on Sales Certain Restricted Securities," can restrict the free
tradeability of certain shares issued to our promoters or founders or
affiliates in any transaction with us to resales pursuant to an effective
registration statement filed with the Securities and Exchange Commission.  We
would expect the definition of these applicable persons to be liberally
construed to promote the findings set out in the Wulff Letter.


     State Restrictions.
     -------------------

A total of 36 states prohibit or substantially restrict the registration and
sale of blank check or shell companies within their borders.  Additionally, 36
states use "merit review powers" to exclude securities offerings from their
borders in an effort to screen out offerings of highly dubious quality.  See
paragraph 8221, NASAA Reports, CCH Topical Law Reports, 1990.  We intend to
comply fully with all state securities laws, and plan to take the steps
necessary to ensure that any future offering of our securities is limited to
those states in which such offerings are allowed.  However, while we have no
substantive business operations and are deemed to be a blank check or shell
company, these legal restrictions may have a material adverse impact on our
ability to raise capital, because potential purchasers of our securities must
be residents of states that permit the purchase of such securities.  These
restrictions may also limit or prohibit stockholders from reselling shares of
common stock within the borders of regulating states.

By regulation or policy statement, eight states (Idaho, Maryland, Missouri,
Nevada, New Mexico, Pennsylvania, Utah and Washington), some of which are
included in the group of 36 states mentioned above, place various restrictions
on the sale or resale of equity securities of blank check or shell companies.
These restrictions include, but are not limited to, heightened disclosure
requirements, exclusion from "manual listing" registration exemptions for
secondary trading privileges and outright prohibition of public offerings of
such companies.

In most jurisdictions, blank check and shell companies are not eligible for
participation in the Small Corporate Offering Registration ("SCOR") program,
which permits an issuer to notify the Securities and Exchange Commission of
certain offerings registered in such states by filing a Form D under
Regulation D of the Securities and Exchange Commission.  All states (with the
exception of Alabama, Delaware, Florida, Hawaii, Minnesota, Nebraska and New
York) have adopted some form of SCOR.  States participating in the SCOR
program also allow applications for registration of securities by
qualification via filing of a Form U-7 with the states' securities
commissions. Nevertheless, our Company does not anticipate making any SCOR
offering or other public offering in the foreseeable future, even in any
jurisdiction where it may be eligible for participation in SCOR, despite our
status as a blank check or shell company.

The net effect of the above-referenced laws, rules and regulations will be to
place significant restrictions on our ability to register, offer and sell
and/or to develop a secondary market for shares of our common stock in
virtually every jurisdiction in the United States.  These restrictions should
cease once and if we acquire a venture by purchase, reorganization or merger,
so long as the business operations succeeded to involve sufficient activities
of a specific nature.

Management to Devote Insignificant Time to Activities of Our Company.
----------------------------------------------------------------------

Members of our management are not required to devote their full time to the
affairs of our Company.  Because of their time commitments, as well as the
fact that we have no business operations, the members of our management
currently devote one hour a week to the activities of our Company, until such
time as we have identified a suitable acquisition target or determined to
engage in a particular business or industry and have commenced such
operations.

No Market for Common Stock; No Market for Shares.
--------------------------------------------------

Although our common stock is currently quoted on the OTC Bulletin Board of the
NASD ("LENI"), there is currently no market for such shares; and there can be
no assurance that such a market will ever develop or be maintained.  Any
market price for shares of our common stock is likely to be very volatile, and
numerous factors beyond our control may have a significant effect.  In
addition, the stock markets generally have experienced, and continue to
experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been
unrelated to the operating performance of these companies.  These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of our common stock in any market that may
develop.  Sales of "restricted securities" under Rule 144 or sales of Wulff
Letter shares pursuant to registration statements may also have an adverse
effect on any market that may develop.  See Part II, Item 5.



Risks of "Penny Stock."
------------------------

Our common stock may be deemed to be "penny stock" as that term is defined in
Rule 3a51-1 of the Securities and Exchange Commission.  Penny stocks are
stocks (i) with a price of less than five dollars per share; (ii) that are not
traded on a "recognized" national exchange; (iii) whose prices are not quoted
on the NASDAQ automated quotation system (NASDAQ listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years); or $5,000,000 (if in continuous operation for less than three years);
or with average revenues of less than $6,000,000 for the last three years.

Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities and
Exchange Commission require broker dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and
to obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account.
Potential investors in our common stock are urged to obtain and read such
disclosure carefully before purchasing any shares that are deemed to be "penny
stock."

Moreover, Rule 15g-9 of the Securities and Exchange Commission requires broker
dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his, her or its financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor,
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives.  Compliance with these requirements may make it
more difficult for investors in our common stock to resell their shares to
third parties or to otherwise dispose of them.

There Has Been No "Established Public Market" for Our Common Stock Since
Inception.
-----------

At such time as we identify a business opportunity or complete a merger or
acquisition transaction, if at all, we may attempt to qualify for quotation on
either NASDAQ or a national securities exchange.  However, at least initially,
any trading in our common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD.  Management intends to submit our securities for quotations on a
national medium as soon as is reasonably practicable.

     Principal Products or Services and Their Markets.
     -------------------------------------------------

None; not applicable.

     Distribution Methods of the Products or Services.
     -------------------------------------------------

None; not applicable.

     Status of any Publicly Announced New Product or Service.
     --------------------------------------------------------

None; not applicable.

     Competitive Business Conditions.
     --------------------------------

Management believes that there are literally thousands of blank check or shell
companies engaged in endeavors similar to those planned to be engaged in by
us; many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets.  There is no
reasonable way to predict the competitive position of our Company or any other
entity in the strata of these endeavors; however, our Company, having limited
assets and cash reserves, will no doubt be at a competitive disadvantage in
competing with entities which have recently completed IPO's, have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by us for the past several years.

     Sources and Availability of Raw Materials and Names of Principal
Suppliers.
- ----------

None; not applicable.

     Dependence on One or a Few Major Customers.
     -------------------------------------------

None; not applicable.

     Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------

None; not applicable.

     Need for any Governmental Approval of Principal Products or Services.
     ---------------------------------------------------------------------

Because we currently produce no products or services, we are not presently
subject to any governmental regulation in this regard, except applicable
securities laws, rules and regulations, as outlined above and under the
heading below.  However, in the event that we engage in any business endeavor
or complete any merger or acquisition transaction with an entity that engages
in governed activities, we will become subject to all governmental approval
requirements to which the business or the merged or acquired entity is
subject.

     Effect of Existing or Probable Governmental Regulations on Business.
     --------------------------------------------------------------------

The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity may not be a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25 million or
more.

The Securities and Exchange Commission, state securities commissions and NASAA
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.  The present laws, rules and regulations
designed to promote availability to the small business issuer of these capital
markets and similar laws, rules and regulations that may be adopted in the
future will substantially limit the demand for blank check or shell companies
like us, and may make the use of these companies obsolete.

We are also subject to the Sarbanes-Oxley Act of 2002.  This Act creates a
strong and independent accounting oversight board to oversee the conduct of
auditors of public companies and strengthens auditor independence.  It also
requires steps to enhance the direct responsibility of senior members of
management for financial reporting and for the quality of financial
disclosures made by public companies; establishes clear statutory rules to
limit, and to expose to public view, possible conflicts of interest affecting
securities analysts; creates guidelines for audit committee members'
appointment, and compensation and oversight of the work of public companies'
auditors; prohibits certain insider trading during pension fund blackout
periods; and establishes a federal crime of securities fraud, among other
provisions.

Section 14(a) of the Exchange Act requires all companies with securities
registered pursuant to Section 12(g) of the Exchange Act to comply with the
rules and regulations of the Securities and Exchange Commission regarding
proxy solicitations, as outlined in Regulation 14A.  Matters submitted to
stockholders of our Company at a special or annual meeting thereof or pursuant
to a written consent will require our Company to provide our stockholders with
the information outlined in Schedules 14A or 14C of Regulation 14; preliminary
copies of this information must be submitted to the Securities and Exchange
Commission at least 10 days prior to the date that definitive copies of this
information are forwarded to our stockholders.

We are also required to file annual reports on Form 10-KSB and quarterly
reports on Form 10-QSB with the Securities Exchange Commission on a regular
basis, and will be required to timely disclose certain material events (e.g.,
changes in corporate control; acquisitions or dispositions of a significant
amount of assets other than in the ordinary course of business; and
bankruptcy) in a Current Report on Form 8-K12G3.

If we are acquired by a non-"reporting issuer" under the Exchange Act, we will
be subject to the "back-door registration" requirements of the Securities and
Exchange Commission that will require us to file a Current Report on Form
8-K12G3 that will include all information about such non-"reporting issuer" as
would have been required to be filed by that entity had it filed a Form 10 or
Form 10-SB Registration Statement with the Securities and Exchange Commission.
Amendments to Form 8-K by the Securities and Exchange Commission require that
any acquisition that will result in our Company no longer being a blank check
or shell company will require us to include all information about the acquired
company as would have been required to be filed by that entity had it filed a
Form 10 or Form 10-SB Registration Statement with the Securities and Exchange
Commission, all within four business days, including audited financial
statements of the acquired company and proforma financial statements
reflecting the acquisition.

We are also prohibited from utilizing Form S-8 for the registration of our
securities until we have not been a shell company for at least 60 days.

     Research and Development.
     -------------------------

None; not applicable.

     Cost and Effects of Compliance with Environmental Laws.
     -------------------------------------------------------

None; not applicable.  However, environmental laws, rules and regulations may
have an adverse effect on any business venture viewed by us as an attractive
acquisition, reorganization or merger candidate, and these factors may further
limit the number of potential candidates available to us for acquisition,
reorganization or merger.

     Number of Employees.
     --------------------
None.

Item 2.  Description of Property.
---------------------------------

     Our Company has no property or assets; its principal executive office
address and telephone number are the business office address and telephone
number of Swen Mortenson, our Company's Secretary which are provided at no
cost to the Company.  See Part I, Item 1.

Item 3.  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
judgement 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. In the second quarter of 2003, Metro Display obtained a
default judgment against us in the amount of $4,866.

     We are not aware of any other pending or threatened claims against us.



Item 4.  Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------

None.

                         PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and Small
Business Purchases of Equity Securities.
------------------------------------------------------------------

Market Information.
-------------------

     There has never been any established public market for shares of common
stock of our Company.  Our Company intends to submit for listing on the OTC
Bulletin Board of the NASD.  No assurance can be given that any market for our
Company's common stock will develop or be maintained.  For any market that
develops for our Company's common stock, the sale of "restricted securities"
(common stock) pursuant to Rule 144 of the Securities and Exchange Commission
by members of management or any other person to whom any such securities may
be issued in the future may have a substantial adverse impact on any such
public market.  Present members of management have already satisfied the one
year holding period of Rule 144 for public sales of their respective holdings
in our Company in accordance with Rule 144.

     A minimum holding period of one year is required for resales under Rule
144, along with other pertinent provisions, including publicly available
information concerning our Company; limitations on the volume of restricted
securities which can be sold in any ninety (90) day period; the requirement of
unsolicited broker's transactions; and the filing of a Notice of Sale on Form
144.

Recent Sales of "Restricted Securities".
----------------------------------------

     There have been no sales of "restricted securities" or other securities
by us during the past three years.

Holders.
--------

     The number of record holders of our Company's common stock as of the
year ended December 31, 2004 was approximately 46.  As of December 31, 2005
there were approximately 46 stockholders.

Dividends.
----------

     There are no present material restrictions that limit the ability of
our Company to pay dividends on common stock or that are likely to do so in
the future.  Our Company has not paid any dividends with respect to its
common stock, and does not intend to pay dividends in the foreseeable
future.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------

                         Forward-looking Statements

Statements made in this Annual Report which are not purely historical
are forward-looking statements with respect to the goals, plan objectives,
intentions, expectations, financial condition, results of operations, future
performance and business of our Company, including, without limitation, (i)
our ability to raise capital, and (ii) statements preceded by, followed by or
that include the words "may", "would", "could", "should", "expects",
"projects", "anticipates", "believes", "estimates", "plans", "intends",
"targets" or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and
important factors (many of which are beyond our Company's control) that could
cause actual results to differ materially from those set forth in the
forward-looking statements, including the following, general economic or
industry conditions, nationally and/or in the communities in which our Company
conducts business, changes in the interest rate environment, legislation or
regulatory requirements, conditions of the securities markets, our ability to
raise capital, changes in accounting principles, policies or guidelines,
financial or political instability, acts of war or terrorism, other economic,
competitive, governmental, regulatory and technical factors affecting our
Company's operations, products, services and prices.

Accordingly, results actually achieved may differ materially from expected
results in these statements.   Forward-looking statements speak only as of the
date they are made.   Our Company does not undertake, and specifically
disclaims, any obligation to update any forward-looking statements to reflect
events or circumstances occurring after the date of such statements.

                             Plan of Operation

Our Company's plan of operation for the next 12 months is to:(i)consider
guidelines of industries in which we may have an interest;(ii) adopt a
business plan regarding engaging in the business of any selected industry; and
(iii) to commence such operations through funding and/or the acquisition
of a "going concern" engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate
to maintaining our Company in good standing or the payment of expenses
associated with legal fees, accounting fees and reviewing or investigating any
potential business venture, which may be advanced by management or principal
stockholders as loans to us.  Because we have not determined any business or
industry in which our operations will be commenced, and we have not identified
any prospective venture as of the date of this Annual Report, it is impossible
to predict the amount of any such loan.  Any such loan will be on terms no
less favorable to us than would be available from a commercial lender in an
arm's length transaction.  As of the date of this Annual Report, we have not
actively begun to seek any such venture.  No advance or loan from any
affiliate will be required to be repaid as a condition to any agreement with
future acquisition partners.


                           Results of Operations

We  have  little  cash  and  have experienced losses since inception. We did not
generate  any  revenues from operations during the years ended December 31, 2005
and 2004. Expenses during the year ended December 31, 2005 were $11,151 compared
to  expenses of  $15,296 in  2004 and $65,576 in 2003.  Expenses for 2005 and
2004 years consisted of general, administrative and interest expenses.
These expenses were due to professional, legal  and  accounting  fees  relating
to  our  reporting  requirements. Expenses in 2003 were related to the operation
of a discontinued business.

As  a  result of the foregoing factors, we realized a net loss of $11,151 for
the year  ended  December  31,  2005,  compared to a net loss of $12,411 for
the year ended  December  31,  2004 and a net loss of $62,237 in the year
ended December 31, 2003.


                                 Liquidity

During the 2005 fiscal year, a principal stockholder paid expenses and accounts
payable of the Company in the amount of $13,371. This aggregate amount of
$13,371 outstanding as of December 31, 2005, is unsecured, non-interest
bearing and is due on demand.



Item 7.  Financial Statements.
------------------------------
     Filed herewith are the Company's audited financial
statements for the calendar years ended December 31, 2005, 2004 and 2003.

<PAGE>





                      WRAP-N-ROLL USA, INC.
                 [A Development Stage Company]

                      FINANCIAL STATEMENTS

                 DECEMBER 31, 2005, 2004, and 2003

                            CONTENTS

                                                              PAGE

        -  Report of Independent Registered
             Public Accounting Firm                            F1


        -  Balance Sheets, December 31, 2005, 2004
            and 2003                                           F2


        -  Statements of Operations, for the years
            ended December 31, 2005, 2004 and 2003             F3
            and for the period from re-entering development
            stage on September 30, 2004 through December 31,
            2005

        -  Statement of Stockholders' Equity (Deficit),
            for the years ended December 31, 2005, 2004        F4
            and 2003

        -  Statements of Cash Flows, for the years
            ended December 31, 2005, 2004 and 2003           F5-F6
            and for the period from re-entering development
            stage on September 30, 2004 through December 31,
            2005

        -  Notes to Financial Statements                     F7-F17



<PAGE>


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Wrap-N-Roll USA, Inc.
Carlsbad, California

We have audited the accompanying balance sheets of Wrap-N-Roll USA, Inc.
[a development stage company] as of December 31, 2005, 2004 and 2003,
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the years ended December 31, 2005, 2004 and 2003 and for the
period from re-entering the development stage on September 30, 2004 through
December 31, 2005.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting.  Accordingly, we express no such opinion.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Wrap-N-Roll USA, Inc. as
of December 31, 2005, 2004 and 2003, and the results of its operations and
its cash flows for the years ended December 31, 2005, 2004 and 2003 and for
the period from re-entering the development stage on September 30, 2004
through December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
Wrap-N-Roll USA, Inc. will continue as a going concern.  As discussed in
Note 8 to the financial statements, Wrap-N-Roll USA, Inc. has incurred
losses since its inception and has not yet established profitable operations.
Further, the Company has current liabilities in excess of current assets.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern.  Management's plans in regards to these matters
are also described in Note 8.  The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.



PRITCHETT, SILER & HARDY, P.C.
May 17, 2007
Salt Lake City, Utah




F1
<PAGE>
<TABLE>
                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                          BALANCE SHEETS


                             ASSETS
<CAPTION>
                                                             December 31,    December 31,   December 31,
                                                                 2005            2004           2003
                                                             ____________    ____________   ____________
<S>                                                          <C>              <C>           <C>
CURRENT  ASSETS:
  Cash                                                       $        -               -              15
  Related party receivable                                            -               -           1,923
  Notes receivable - related party                                    -               -             985
                                                             ____________    ____________   ____________
        Total Current Assets                                          -               -           2,923

PROPERTY AND EQUIPMENT, net                                           -               -          14,114
                                                             ____________    ____________   ____________
Total Assets                                                 $        -               -          17,037
                                                             ____________    ____________   ____________


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable - Trade                                   $    16,594          26,884         21,006
  Accounts payable - Related Party                                14,681           1,310            865
  Accrued Payroll                                                 20,769          20,769         20,769
  Accrued Payroll - Related Party                                     -               -          83,310
  Accrued Interest                                                11,186           7,234          4,104
  Accrued Interest - Related Party                                11,344           7,226          3,468
  Judgements Payable                                              39,548          39,548         39,548
  Notes Payable - Current                                             -               -          15,924
  Notes Payable - Related Party - Current                         49,282          49,282         38,071
                                                             ____________    ____________   ____________
        Total Current Liabilities                                163,404         152,253        227,065

Long Term debt
  Notes Payable - Long Term                                           -               -          11,201
                                                             ____________    ____________   ____________
        Total Long Term Debt                                          -               -          11,201

                                                             ____________    ____________   ____________
        Total Liabilities                                        163,404         152,253        238,266
                                                             ____________    ____________   ____________

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         10,550
  Capital in excess of par value                                   81,837         81,837            450
  Retained earnings (deficit)                                    (238,872)      (238,872)      (232,229)
  Deficit Accumulated during Development Stage                    (16,919)        (5,768)            -
                                                             ____________    ____________   ____________
        Total Stockholders' Equity (Deficit)                     (163,404)      (152,253)      (221,229)
                                                             ____________    ____________   ____________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $         -               -         17,037
                                                             ____________    ____________   ____________


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

F2
<PAGE>

<TABLE>
                      WRAP-N-ROLL USA, INC.
                 [A Development Stage Company]

                    STATEMENTS OF OPERATIONS

<CAPTION>


                                                                               For the period
                                                                               from re-entering
                                             For the Year Ended                the development stage
                                                December 31,                   on September 30,2004
                                           __________________________________  through
                                              2005        2004        2003     December 31, 2005
                                           __________  __________  __________  _________________
<S>                                        <C>         <C>         <C>         <C>
SALES REVENUE, net of returns,
  discounts and allowances                 $       -           -          -          -

COST OF GOODS SOLD                                 -           -          -          -
                                           __________  __________  __________
GROSS PROFIT (LOSS)                                -           -          -          -
                                           __________  __________  __________
EXPENSES:
  Selling                                          -           -           -         -
  General and administrative                   3,000       4,115           -       7,115
  Depreciation                                     -           -           -         -
  Loss (gain) on disposal of assets                -           -           -         -
                                           __________  __________  __________   _________
      Total Expenses                           3,000       4,115           -      7,115
                                           __________  __________  __________   _________

LOSS BEFORE OTHER INCOME (EXPENSE)            (3,000)     (4,115)          -     (7,115)
                                           __________  __________  __________   _________

OTHER INCOME (EXPENSE):
  Gain on assignment of operating lease            -          -           -          -
  Interest income - related party                  -          -           -          -
  Interest expense - related party            (3,308)       (574)         -      (3,882)
  Interest expense                            (4,843)     (1,079)         -      (5,922)
                                           __________  __________  __________   _________
      Total Other Income (Expense)            (8,151)     (1,653)         -      (9,804)
                                           __________  __________  __________   _________

LOSS BEFORE INCOME TAXES                     (11,151)     (5,768)         -     (16,919)

CURRENT TAX EXPENSE                                -           -          -          -

DEFERRED TAX EXPENSE                               -           -          -          -
                                           __________  __________  __________   _________

NET LOSS  FROM CONTINUING OPERATIONS       $ (11,151)     (5,768)         -     (16,919)
                                           __________  __________  __________   _________

DISCONTINUED OPERATIONS:
  Loss from operations of discontinued
   specialized advertising business
   (net of $0 in income taxes)                     -      (9,528)    (62,237)
  Gain/(Loss) on disposal of discontinued
   operations (net of $0 in income taxes)          -       2,885       -
                                           __________  __________  __________
LOSS FROM DISCONTINUED OPERATIONS                  -      (6,643)    (62,237)
                                           __________  __________  __________
NET LOSS                                   $ (11,151)  $ (12,411)  $ (62,237)
                                           __________  __________  __________

LOSS PER COMMON SHARE:
   Continuing Operations                   $    (.00)       (.00)      (.01)
   Operations of discontinued
    specialized advertising business               -           -          -
   Gain/(loss) on disposal of
    discontinued operations                        -           -          -
                                           __________  __________  __________
   Net Loss per Common Share                 $  (.00)       (.00)      (.01)
                                           __________  __________  __________


 The accompanying notes are an integral part of these financial statements.
</TABLE>
F3
<PAGE>

<TABLE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]


           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

         FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 and 2003
<CAPTION>
                                                                                For the period
                                                                                from re-entering
                      Preferred Stock   Common Stock     Capital in  Retained   development stage
                       _____________ ___________________ Excess of   Earnings   on Sept. 30, 2004
                       Shares Amount   Shares    Amount  Par Value  (Deficit)   through Dec.31, 2005  Total
<S>                    <C>    <C>    <C>         <C>     <C>        <C>         <C>                  <C>
                       ______ ______ __________ ________ __________ __________  __________________  _________
BALANCE, December 31,
 2002                       - $    - 10,550,000 $ 10,550 $      450 $ (169,992)                 -   (158,992)

Net loss for the year
 ended December 31,
 2003                       -      -          -        -          -   (62,237)                  -    (62,237)
                       ______ ______ __________ ________ __________ __________  __________________  _________
BALANCE, December 31,
 2003                       - $    - 10,550,000 $ 10,550 $      450 $ (232,229)                 -   (221,229)

Accrued Payroll forgiven
recorded as contributed
capital                     -      -          -        -     81,387         -                   -     81,387

Net loss for the year
 ended December 31,
 2004                       -      -          -        -          -    (6,643)             (5,768)   (12,411)
                       ______ ______ __________ ________ __________ __________  __________________  _________
BALANCE, December 31,
 2004                       - $    - 10,550,000 $ 10,550 $   81,837 $ (238,872)            (5,768)  (152,253)

Net loss for the year
 ended December 31,
 2005                       -      -          -        -          -         -             (11,151)   (11,151)
                       ______ ______ __________ ________ __________ __________  __________________  _________
BALANCE, December 31,
 2005                       - $    - 10,550,000 $ 10,550 $   81,837 $ (238,872)           (16,919)  (163,404)
                       ______ ______ __________ ________ __________ __________  __________________  _________



</TABLE>

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

F4
<PAGE>
<TABLE>
                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                       For the period
                                                                                       from re-entering
                                                     For the Year Ended                development stage
                                                        December 31,                   on September 30,2004
                                                   __________________________________  through
                                                      2005        2004        2003     December 31, 2005
                                                   __________  __________  __________  ________________
<S>                                                <C>         <C>         <C>         <C>
Cash Flows From Operating Activities:
 Net loss                                          $ (11,151) $ (12,411)   $(62,237)   $(16,919)
 Adjustments to reconcile net loss to net cash
   provided (used) by operating activities:
  Non-cash expense                                        -       2,908       4,768         -
  (Gain) on sale of asset                                 -      (2,885)         -          -
  Depreciation                                            -          -        6,273         -
  Changes in assets and liabilities:
    (Increase) decrease in related party receivable       -          -         (439)        -

    Increase (decrease) in accounts payable           (10,290)     5,878         840     (6,479)
    Increase (decrease) in Accrued Payroll
           - related party                                -      (1,923)      36,636         -
    (Decrease) in Payroll tax                             -          -         (361)        -
    Increase in accrued interest                       3,952      3,130       6,579      5,638
    Increase in accrued interest - related party       4,118      4,843         599      4,084
                                                   __________  __________  __________   _________
      Net Cash (Used) by Operating
        Activities                                   (13,371)      (460)     (7,342)    (13,676)
                                                   __________  __________  __________   _________
Cash Flows From Investing Activities:
 Decrease in related party receivable                      -         -            -        -
                                                   __________  __________  __________   _________
      Net Cash Provided  by Investing
        Activities                                         -         -            -        -
                                                   __________  __________  __________   _________

Cash Flows From Financing Activities:
 Proceeds from notes payable - related party               -          -        6,400        -
 Payments on notes payable                                 -          -         (155)       -
 Accounts Payable - Related Party Advance             13,371         445         865     13,676
                                                   __________  __________  __________   _________
      Net Cash Provided by Financing Activities       13,371         445       7,110     13,676
                                                   __________  __________  __________   _________

Net (Decrease) in Cash                                     -         (15)       (232)        -

Cash at Beginning of Period                                -          15         247         -
                                                   __________  __________  __________   _________

Cash at End of Period                              $       -   $       -   $      15    $    -
                                                   __________  __________  __________   _________

Supplemental Disclosures of Cash Flow Information:
 Cash paid during the period for:
   Interest                                        $        -  $        -  $        -   $        -
   Income taxes                                    $        -  $        -  $        -   $        -

</TABLE>
                            [Continued]
F5
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                    STATEMENTS OF CASH FLOWS

                           [Continued]

Supplemental schedule of non-cash investing and financing activities:
     For the year ended December 31, 2005:
          The Company extended $13,371 of accounts payable into a related
          party note payable.

     For the year ended December 31, 2004:
          An officer/shareholder to the Company purchased fixed assets of
          $31,365 and accumulated depreciation of $17,251 by assuming the
          related note payable totaling $16,999. The sale resulted in a net
          gain on the sale of fixed assets of $2,885.

          An officer/shareholder to the Company forgave accrued payroll
          totaling $81,387 which is accounted for as a capital contribution.

          The Company extended $10,126 of notes payable and $1,085 of
          accrued interest into a related party note payable totaling $11,211.

     For the year ended December 31,2003:
          The Company extended $39,548 of accounts payable into a judgment
          payable.

          The Company extended $10,126 of accounts payable into a related
          party note payable.

          The Company extended $2,500 of accrued interest into a related
          party note payable.



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

F6
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO 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.

  From November 2000 through September 2004, the Company provided
  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
  offered  advertising services using wrapped property.

  This business was discontinued in the fall of 2004. The Company is
  now seeking a business opportunity with which to merge.

  In the fall of 2004, the Company's sole officer and director, Mr.
  Halling resigned and appointed new officers and directors. At the
  same time, Mr. Halling sold the majority stake in the Company to
  Tryant, LLC.

  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.

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

F7
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  The  Company  had  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 were received up front by the
  Company,  were 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,  were charged  to
  operations   when   incurred.   The  costs   of   direct-response
  advertising were 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 9].

  Income Taxes - The Company accounts for income taxes in accordance
  with Statement of Financial Accounting Standards No. 109,
  "Accounting for Income Taxes." This statement requires an asset
  and liability approach for accounting for income taxes. [See Note 6]

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

  Recently Enacted Accounting Standards - Statement of Financial
  Accounting Standards ("SFAS") No. 155, "Accounting for Certain Hybrid
  Financial Instruments - an amendment of FASB Statements No. 133 and 140",
  and SFAS No. 156, "Accounting for the Servicing of Financial Assets,"
  SFAS No. 157, "Fair Value Measurements", SFAS No. 158, "Employers'
  Accounting for Defined Benefit Pension and Other Postretirement Plans -
  an amendment of FASB Statements No. 87, 88, 106, and 132(R)", and
  SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
  Liabilities - Including an amendment of FASB Statement No. 155", were
  recently issued. SFAS No. 155, 156, 157, 158 and 159 have no current
  applicability to the Company or their effect on the financial statements
  would not have been significant.

  Fair Value of Financial Instruments - The Company estimates that the fair
  value of all financial instruments at December 31, 2005, 2004 and 2003 does
  not differ materially from the aggregate carrying values of its financial
  instruments recorded in the accompanying consolidated balance sheet.

  Reclassification - The financial statements for periods prior  to
  December  31,  2005  have been reclassified  to  conform  to  the
  headings  and  classifications used  in  the  December  31,  2005
  financial statements.

F8
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - PROPERTY AND EQUIPMENT

  Property and equipment consisted of the following at:

                                    December 31,  December 31,  December 31,
                                        2005       2004           2003
                                    ____________  ____________  ____________
    Vehicles                        $         -   $         -   $     31,365
    Less: Accumulated depreciation            -             -        (17,251)
                                    ____________  ____________  ____________
    Net Property and Equipment      $         -   $         -   $     14,114
                                    ____________  ____________  ____________

  Depreciation expense for the years ended December 31, 2005, 2004, and 2003,
   was $0, $0, and $6,273, respectively.



NOTE 3 - LONG-TERM DEBT

  Long-term debt consisted of the following at:

                                                     December 31,
                                             2005        2004       2003
                                           _________  _________  _________
    Note payable to financing agency for
    60 months at an interest rate of
    3%, secured by a vehicle with a net
    book value of $14,114 at
    December 31, 2003
                                            $     -         -     16,999

    Note payable for 28 months
    at an interest rate of 8%                     -         -     10,126

    Less: Current portion                         -         -    (15,924)
                                           _________  _________  _________
                                            $     -         -     11,201
                                           _________  _________  _________


  Maturity of long-term debt for the years ended:

             December 31,         Principal Due
             ____________          ___________
                 2004              $    27,125
                 2005                       -
                 2006                       -
                 2007                       -
                 2008                       -
                 2009                       -
                 2010                       -
                                   ___________
                                   $    27,125
                                   ___________

  Interest expense for long-term debt for the years ended December
  31, 2005, 2004 and 2003 amounted to $0, $210 and $1,282, respectively.



NOTE 4 - 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
  December 31, 2005, 2004 and 2003.

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

  Re-entering Development Stage:

  The Company ceased its business operations on September 30, 2004 and
  is considered to have re-entered into the development stage
  on September 30, 2004. At this time the Company then appointed new
  officers and directors and effected a change of control.

  In October 2004 an officer/shareholder of the Company forgave
  $81,387 of accrued payroll which is accounted for as a capital
  contribution.


NOTE 5 - OPERATING LEASES

  Lease payments for the years ended December 31, 2005, 2004 and  2003
  amounted to $0, $0 and $4,700, respectively.
F10
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS


NOTE 6 - 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  December  31,
  2003, 2004 and 2005 the   Company   has  available  unused
  operating loss carryforwards  of  approximately $232,000,
  $245,000 and $256,000, respectively, which  may  be  applied
  against  future taxable income and which expire in various  years
  through  2025.   Due to certain substantial changes in the  Company's
  ownership which occurred in 2004, there will be an annual limitation
  on the amount of net operating loss carryforwards which can be utilized.

  At  December 31, 2003, 2004 and 2005, the total of all net deferred
  tax  assets  were
  approximately  $87,000, $91,000 and $95,000, respectively.
   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
  $87,000, $91,000 and $95,000, respectively.
  The  net  change  in  the  valuation  allowance   was
  approximately $24,000, $4,000 and $4,000 during the years ended
  December 31, 2003, 2004 and 2005, respectively.


F11
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES [Continued]

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

                                                      December 31,
                                            2005        2004        2003
                                         __________  __________  __________
    Net operating loss carryover        $   95,000      91,000      87,000


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

                                                      December 31,
                                            2005        2004        2003
                                         __________  __________  __________
         Current income tax expense:
           Federal                      $       -     $     -     $     -
           State                        $       -     $     -     $     -
                                         __________  __________  __________
         Net current tax expense        $       -     $     -     $     -
                                         __________  __________  __________


   Deferred tax expense (benefit) resulted from:

          Net operating loss carryover  $    4,000    $  4,000   $  24,000

          Valuation allowance           $   (4,000)   $ (4,000)  $ (24,000)
                                         __________  __________  __________
         Net deferred tax expense       $       -     $     -    $     -
                                         __________  __________  __________

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

  F12
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 6 - 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 year ended:

                                                    December 31,
                                            2005        2004        2003
                                         __________  __________  __________
          Computed tax at the expected
            federal statutory rate          34.00%      34.00%     34.00%
         State income taxes, net of
            federal benefit                  3.30        3.30       3.30
         Valuation allowance               (37.30)     (37.30)    (37.30)
                                         __________  __________  __________
         Effective income tax rates         0.00%       0.00%      0.00%
                                         __________  __________  __________

NOTE 7 - RELATED PARTY TRANSACTIONS

  Receivable - At December 31, 2003 the Company had a remaining notes
  receivable balance of $985 and interest receivable of $1,923. At
  December 31, 2005 and 2004 the remaining balance was $0 and $0,
  respectively.

  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 an interest rate  of  3%.
  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 December 31,  2003,
  the Company owed $16,999 on the purchase of the van [See Note 3].

  In 2004 the van and its related debt was assumed by an officer/
  shareholder of the Company.


F13
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - 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.  During  the
  years  ended  December  31, 2005, 2004 and 2003, the  Company  expensed
  $0, $2,908 and $1,050, respectively, as rent and
  utilities/miscellaneous expenses which have been applied  against
  the    principal notes   receivable    from    the
  officer/shareholder [See above]. During the year ended December 31,
  2004 this agreement was cancelled and no monies are due from this agreement.


 NOTES PAYABLE RELATED PARTY
                                   December 31,   December 31,   December 31,
                                        2005           2004           2003
                                   ____________   ____________   ____________
The Company issued a $16,671 note
payable to an officer/shareholder
of the Company in August 2001. The
note accrues interest at 10% per
annum, is due on demand. Accrued
interest amounted to $317, $317
and $317, respectively              $        -     $        -     $        -

The Company issued a $10,000 note
payable to an officer/shareholder
of the Company in August 2002. The
note accrues interest at 10% per
annum, is due on demand. Accrued
interest amounted to $55, $55 and
$55, respectively                   $        -     $        -     $        -

The Company issued a $2,500 note
payable to an officer/shareholder
of the Company in October 2002.
The note accrues interest at 10%
per annum, is due on demand.
Accrued interest amounted to $802,
 $552 and $302, respectively        $     2,500    $     2,500    $     2,500

The Company issued a $18,755 note
payable to an officer/shareholder
of the Company in January 2003.
The note accrues interest at 8%
per annum, is due on demand.
Accrued interest amounted to
$4,473, $2,974 and $1,471,
respectively                        $    18,755    $    18,755    $    18,755

The Company issued a $10 417 note
payable to an officer/shareholder
of the Company in January 2003.
The note accrues interest at 8%
per annum, is due on demand.
Accrued interest amounted to
$2,485, $1,652 and $817,
respectively                        $    10,417    $    10,417    $    10,417

The Company issued a $3,200 note
payable to an officer/shareholder
of the Company in March 2003.
The note accrues interest at 10%
per annum, is due on demand.
Accrued interest amounted to $906,
 $586 and $265, respectively        $     3,200    $     3,200    $     3,200

The Company issued a $3,200 note
payable to an officer/shareholder
of the Company in April 2003.
The note accrues interest at 10%
per annum, is due on demand.
Accrued interest amounted to $881,
 $562 and $241, respectively        $     3,200    $     3,200    $     3,200

The Company issued a $11,210 note
payable to an officer/shareholder
of the Company in May 2004.
The note accrues interest at 8%
per annum, is due on demand.
Accrued interest amounted to
$1,425, $528 and 0, respectively    $     11,210    $     11,210  $        -


Less: notes payable current portion $     49,282    $     49,282  $    38,072

Net: notes payable long term        $         -     $         -   $        -


Interest Expense for the years ended December 31, 2005, 2004 and 2003 is
$4,118, $3,758 and $3,105, respectively.


Loans  - From the re-entering of development stage, Tryant, LLC, a
  shareholder, pays the operating expenses of the company. This advance
  is treated as note payable.

F14
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 8 - GOING CONCERN

  The  accompanying  financial statements  have  been  prepared  in
  conformity with accounting principles generally accepted  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  achieving  profitable  operations.   The
  financial  statements do not include any adjustments  that  might
  result from the outcome of these uncertainties.

NOTE 9 - LOSS PER SHARE

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

                                                     For the Year Ended
                                                        December 31,
                                             __________________________________
                                                 2005        2004        2003
                                             __________  __________  __________
        Loss from continuing
          operations (numerator)             $ (11,151)  $  (5,768)  $      -
        Loss from discontinued
          operations (numerator)                            (9,528)   (62,237)
        Gain (loss) on disposal of
          discontinued operations (numerator)        -       2,885          -
                                             __________  __________  __________
        Loss available to common
          shareholders (numerator)           $ (11,151)  $ (12,411)  $ (62,237)

                                             __________  __________  __________
  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
                                             __________  __________  __________

  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.


F15
<PAGE>

                      WRAP-N-ROLL USA, INC.
                  [A Development Stage Company]

                  NOTES TO FINANCIAL STATEMENTS

NOTE 10 - COMMITMENTS AND CONTINGENCIES

  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 claims
  that  the Company has not paid for services rendered and seeks  a
  judgement  against the Company in the amount of  unpaid  invoices
  plus  interest.  Prografix subsequently obtained a  judgement  of
  $34,682 against the Company.

  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. In the second quarter of 2003, Metro Display obtained a
  default judgment against the Company in the amount of $4,866.

NOTE 11 - DISCONTINUED OPERATIONS

  On September 30, 2004, the Company discontinued its specialty advertising
  business. The Company has accounted for this disposal in accordance with
  Statement of Financial Accounting Standards No. 144, "Accounting for the
  Impairment or Disposal of Long-Lived Assets". At December 31, 2003, the
  Company had assets in the amount of $14,114 and liabilities in the amount
  of $16,999 associated with its discontinued specialty advertising business.
  At December 31, 2004 and 2005, the Company had no assets or liabilities
  associated with its discontinued specialty advertising business.

  The following is a summary of the results of operations of the Company's
  discontinued specialty advertising business:


                                                                  From Inception
                                            For the Year Ended       on May 1,
                                             December 31,          1997, Through
                                            ______________________  December 31,
                                                2005        2004        2005
                                            __________  __________  __________

        Revenue                             $       -  $        -  $    3,000
        Cost of Goods Sold                          -           -        (118)
        General and Administrative                  -           -     (55,949)
        Interest Expense - Related party            -           -      (3,249)
        Interest Expense                            -           -      (6,260)
        Interest income - related party             -           -         339
                                            __________  __________  __________
        Net Loss                            $       -  $        -  $  (62,237)
                                            __________  __________  __________


F16
<PAGE>






<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

     No independent accountant of our Company has resigned, declined
to stand for re-election or was dismissed during our Company's two most
recent fiscal years or any interim period.

Item 8(a).  Controls and Procedures.
            ------------------------

     As of the end of the period covered by this Annual Report, we carried out
an evaluation, under the supervision and with the participation of our
President and Secretary/Treasurer, of the effectiveness of our disclosure
controls and procedures.  Based on this evaluation, our President and
Secretary/Treasurer concluded that our disclosure controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic Securities and Exchange Commission reports.  It
should be noted that the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote.  In addition,
we reviewed our internal controls over financial reporting, and there have
been no changes in our internal controls or in other factors in the last
fiscal quarter that has materially affected or is reasonably likely to
materially affect our internal control over financial reporting.

Item 8(b). Other Information
--------------------------------

None.

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers.
---------------------------------------------------

     The following table sets forth the names and the nature of all
positions and offices held by all directors and executive officers of our
Company for the calendar years ending December 31, 2005, 2004 and 2003, and
to the date hereof, and the period or periods during which each such director
or executive officer served in his or her respective positions.

                                           Date of           Date of
                     Positions            Election or       Termination
   Name                 Held             Designation       Resignation
   ----                 ----             -----------       -----------
Alex Ferries        President               11/2004              *
                    Director                11/2004              *

Tim Misewicz        Vice President          11/2004              *
                    Director                11/2004              *

Swen Mortenson      Director                11/2004              *
                    Secretary/              11/2004              *
                    Treasurer               11/2004              *

Cliff Halling       President
                    Secretary/
                    Treasurer               6/1999             11/2004


          *    These persons presently serve in the capacities
               indicated opposite their respective names.

Term of Office.
---------------

     The term of office of the current directors shall continue until the
annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in May of each year.  The annual meeting of the Board
of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.

Business Experience.
--------------------

Mr. Ferries, age 32, has been an associate for Tryant, LLC, an investment
banking consulting firm headquartered in Salt Lake City, Utah, since
February 2004.  In 2002, Mr. Ferries graduated from the Tuck School of
Business with an MBA.  Prior to business school, Mr. Ferries was a staff
engineer at Critical Link, LLC, an electrical engineering consulting firm
in Syracuse, New York, where he was responsible for the design and
production of several hardware/software products.



Mr. Misewicz, age 44, has been involved in various aspects of the commercial
fitness industry for over twenty years.  From 1987 through 2002, his personal
training company operated inside IRHSA clubs in the Utah market.  From 2002
to 2004, Mr. Misewicz helped open and operate two facilities dedicated
exclusively to emerging fitness trend concepts such as core training and
Pilates.  From 1999 through 2003, Mr. Misewicz served as the CEO of Personal
Training Business Consultants International, a privately-held, strategic
planning and consulting company focused on the Utah, Colorado, Arizona, and
California health club markets.



Mr. Mortenson, age 57, has been the managing partner of Mortenson & Wyatt
CPA Firm for over five years.  Mr. Mortenson graduated from Steven Henagers
Business College in 1971, with an Associated Degree in Professional Accounting
and Business.


Family Relationships.
---------------------

None; not applicable.


Involvement in Certain Legal Proceedings.
-----------------------------------------

          Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated
to become a director, executive officer, promoter or control person of our
Company:

          (1)  Was a general partner or executive officer of any business
               by or against which any bankruptcy petition was filed,
               whether at the time of such filing or two years prior
               thereto;

          (2)  Was convicted in a criminal proceeding or named the
               subject of a pending criminal proceeding (excluding
               traffic violations and other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any court
               of competent jurisdiction, permanently or temporarily
               enjoining him from or otherwise limiting, the following
               activities:

               (i)  Acting as a futures commission merchant, introducing
                    broker, commodity trading advisor, commodity pool
                    operator, floor broker, leverage transaction
                    merchant, associated person of any of the foregoing,
                    or as an investment adviser, underwriter, broker or
                    dealer in securities, or as an affiliated person,
                    director or employee of any investment company,
                    bank, savings and loan association or insurance
                    company, or engaging in or continuing any conduct or
                    practice in connection with such activity;

              (ii)  Engaging in any type of business practice; or

              (iii) Engaging in any activity in connection with the
                    purchase or sale of any security or commodity or in
                    connection with any violation of federal or state
                    securities laws or federal commodities laws;

          (4)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any
               federal or state authority barring, suspending or
               otherwise limiting for more than 60 days the right of such
               person to engage in any activity described above under
               this Item, or to be associated with persons engaged in any
               such activity;

          (5)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission to
               have violated any federal or state securities law, and the
               judgment in such civil action or finding by the Securities
               and Exchange Commission has not been subsequently
               reversed, suspended, or vacated; or

          (6)  Was found by a court of competent jurisdiction in a civil
               action or by the Commodity Futures Trading Commission to
               have violated any federal commodities law, and the
               judgment in such civil action or finding by the Commodity
               Futures Trading Commission has not been subsequently
               reversed, suspended or vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

     To our knowledge, during our past fiscal year and since then, all filings
required to be made by members of management or others pursuant to Section
16(a) of the Exchange Act have been duly filed with the Securities and
Exchange Commission.

Audit Committee.
----------------

     We have not appointed an Audit Committee because of the lack of
operations.



Item 10. Executive Compensation.
--------------------------------

Cash Compensation.
------------------

     The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:

                        SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
          Annual Compensation             Awards     Payouts
  (a)           (b)      (c)    (d)   (e)     (f)          (g)    (h)   (i)

Name and     Years or              other                               all
principal    periods               Annual   restricted option/  LTIP   other
position     Ended       $     $   Compen-  Stock      SAR's  PayoutsCompen-
                      Salary Bonus sation awards$    #       $       sation$
----------------------------------------------------------------------------
Alex Ferries  12/31/05   0     0     0         0        0      0       0
Director      12/31/04   0     0     0         0        0      0       0
President     12/31/03   0     0     0         0        0      0       0

Tim           12/31/05   0     0     0         0        0      0       0
Misewicz      12/31/04   0     0     0         0        0      0       0
Vice Pres.    12/31/03   0     0     0         0        0      0       0
Director

Swen
Mortenson     12/31/05   0     0     0         0        0      0       0
Sec/Tres      12/31/04   0     0     0         0        0      0       0
Director      12/31/03   0     0     0         0        0      0       0

Cliff
Halling       12/31/05   0     0     0         0        0      0       0
Sec/Tres      12/31/04   0     0     0         0        0      0       0
Director      12/31/03 36,636  0     0         0        0      0       0

Stock Option Plans.
-------------------

     No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to our Company's management during the
calendar years ending December 31, 2005, 2004 and 2003, or the period ending
on the date of this Annual Report.  Further, no member of our Company's
management has been granted any option or stock appreciation right;
accordingly, no tables relating to such items have been included within this
Item.

Compensation of Directors.
--------------------------

The only compensation to be paid to our current directors is, in the event of
a change in control of the registrant, each person shall receive $1,000 and
1,000 shares of the post-change in control company.

There are no arrangements pursuant to which any of our Company's
directors was compensated during our Company's last completed calendar year
or the previous two calendar years for any service provided as director.
See the Summary Compensation Table of this Item.

Termination of Employment and Change of Control Arrangement.
------------------------------------------------------------

     There are no compensatory plans or arrangements, including payments to
be received from our Company, with respect to any person named in the
Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with our Company or its
subsidiaries, or any change in control of our Company, or a change in the
person's responsibilities following a change in control of our Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

Security Ownership of Certain Beneficial Owners.
------------------------------------------------

     The following table sets forth the shareholdings of those persons who
own more than five percent of our Company's common stock as of December 31,
2005 and 2004, and to the date hereof:

                                         Number and Percentage
                                         of Shares Beneficially Owned
                                         ----------------------------

Name and Address                          12/31/04    12/31/05 and Currently
----------------                          --------    ----------------------

Tryant, LLC                               9,960,000 94.4%   9,960,000 94.4%

TOTALS                                	  9,960,000 94.4%   9,960,000 94.4%



Security Ownership of Management.
---------------------------------

     The following table sets forth the share holdings of our Company's
directors and executive officers as of December 31, 2005 and 2004, and to
the date hereof:

                                             Number and Percentage
                                       of Shares Beneficially Owned
                                          ----------------------------

Name and Address                          12/31/04    12/31/05 and currently
----------------                          --------    ----------------------

Alex Ferries	               		    -0- 0%      -0- 0%

Tim Misewicz                                -0- 0%      -0- 0%

Swen Mortenson                              -0- 0%      -0- 0%

TOTALS                                      -0- 0%      -0- 0%


Changes in Control.
-------------------

     To the knowledge of management, there are no present arrangements or
pledges of our Company's securities which may result in a change in control.

Item 12. Certain Relationships and Related Transactions.
--------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

     There were no material transactions, or series of similar transactions,
during our Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which our Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeded $60,000 and in which any director, executive officer or any security
holder who is known to our Company to own of record or beneficially more than
five percent of any class of our Company's common stock, or any member of the
immediate family of any of the foregoing persons, had an interest.

Certain Business Relationships.
-------------------------------

     There were no material transactions, or series of similar transactions,
during our Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which it or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder
who is known to our Company to own of record or beneficially more than five
percent of any class of its common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.

Indebtedness of Management.
---------------------------

     There were no material transactions, or series of similar transactions,
during our Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which it or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director, executive officer or any security holder
who is known to our Company to own of record or beneficially more than five
percent of any class of its common stock, or any member of the immediate
family of any of the foregoing persons, had an interest.

Transactions with Promoters.
----------------------------

     There were no material transactions, or series of similar transactions,
during our Company's last three calendar years, or any currently proposed
transactions, or series of similar transactions, to which it or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any promoter or founder or any member of the immediate
family of any of the foregoing persons, had an interest.

Item 13. Exhibits and Reports on Form 8-K.
------------------------------------------

Reports on Form 8-K.
--------------------

    Item 1.01 Entry into a Material Definitive Agreement. 10/19/2004

    Item 5.02: Departure of Directors or Principal Officers;
               Election of Directors;
               Appointment of Principal Officers 11/24/2004



                                                  Exhibit
Exhibits*                                         Number
Number                                            ------
------
          (i)


31.1      Certification of Alex Ferries

31.2      Certification of Swen Mortenson

32        906 Certification

          (ii)


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.

10.16     *11*      Promissory Note Dated August
                    1, 2002, executed by the Company.

10.17     *11*      Promissory Note Dated October
                    17, 2002, executed by the Company.

 99.1               Certification Purusant to 18 USC, Section 1350, As
                    Adopted Pursuant to Sections 302 and 906 of the
                    Sarbanes- Oxley Act of 2002


*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.

*11* The listed exhibits are incorporated herein by this
reference to the quarterly Report on Form 10-QSB for the quarter
ended September 30, 2002, filed by the Company with the
Securities and Exchange Commission on November 14, 2003.



Item 14.  Principal Accountant Fees and Services.
          ---------------------------------------

     The following is a summary of the fees billed to Wrap N Roll USA, Inc. by
its principal accountants during the calendar years ended December 31, 2005,
December 31, 2004 and December 31, 2003:

     Fee category               2005           2004          2003
     ------------               ----           ----          ----

     Audit fees                $  -           $  -        $  6,950

     Audit-related fees        $  -           $  -        $  -

     Tax fees                  $  -           $  -        $  -

     All other fees            $  -           $  -        $  -

     Total fees                $  -           $  -        $  -

     Audit fees.  Consists of fees for professional services rendered by our
principal accountants for the audit of our annual financial statements and the
review of financial statements included in our Forms 10-QSB or services that
are normally provided by our principal accountants in connection with
statutory and regulatory filings or engagements.

     Audit-related fees.  Consists of fees for assurance and related services
by our principal accountants that are reasonably related to the performance of
the audit or review of our financial statements and are not reported under
"Audit fees."

     Tax fees.  Consists of fees for professional services rendered by our
principal accountants for tax compliance, tax advice and tax planning.

     All other fees.  Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above.

                              SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   WRAP N ROLL USA, INC.


Date:   5/30/2007                    By /s/ Alex Ferries
                                     Alex Ferries, President and
                                     Director

Date:   5/30/2007                    By /s/ Tim Misewicz
                                     Tim Misewicz, Vice President and
                                     Director

Date:   5/30/2007                    By /s/ Swen Mortenson
                                     Swen Mortenson, Secretary/Treasurer and
                                     Director


     In accordance with the Exchange Act, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated:

                                   WRAP N ROLL USA, INC.


Date:   5/30/2007                    By /s/ Alex Ferries
                                     Alex Ferries, President and
                                     Director

Date:   5/30/2007                    By /s/ Tim Misewicz
                                     Tim Misewicz, Vice President and
                                     Director

Date:   5/30/2007                    By /s/ Swen Mortenson
                                     Swen Mortenson, Secretary/Treasurer and
                                     Director


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