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

                                Form 10-KSB
(Mark One)
     [X] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the calendar year ended December 31, 2001.

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

Commission File Number: 000-29445

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

              Nevada                                  84-1432450
             --------                                ------------
  (State or Other Jurisdiction of                  (I.R.S. Employer
   Incorporation or Organization)                 Identification No.)

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

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

                              Not Applicable
           ---------------------------------------------------------
         (Address of Previous Principal Executive Offices and Zip Code)

Securities to be registered under Section 12(b) of the Act:

Title of each class to be so registered: Not Applicable

Name of each exchange on which each class is to be registered: Not Applicable

Securities to be registered under Section 12(g) of the Act:

                      Common Stock, Par Value $0.001
                             (Title of class)

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

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not 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.   [ ]

     The issuer's total revenues for the year ended December 31, 2001 were
$258,872.

     The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of such stock, as of
April 10, 2001, was $0.00.

     The number of shares outstanding of the Company's common stock ($0.001
par value) as of April 10, 2001 was 11,000,000 shares.


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


                                      PART I

Item Number and Caption                                                  Page

Item 1.  Description of Business. . . . . . . . . . . . . . . . . . . . .  3

Item 2.  Description of Property. . . . . . . . . . . . . . . . . . . . . 10

Item 3.  Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . 10

Item 4.  Submission of Matters to a Vote of Security Holders. . . . . . . 10


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters . . . . 11

Item 6.  Management's Discussion and Analysis or Plan of Operations . . . 11

Item 7.  Financial Statements . . . . . . . . . . . . . . . . . . . . . . 14

Item 8.  Changes In and Disagreements With Accountants on Accounting
         and Financial Disclosure . . . . . . . . . . . . . . . . . . . . 15


                                     PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act. . . . . . . . 15

Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . 16

Item 11.  Security Ownership of Certain Beneficial Owners and Management. 17

Item 12.  Certain Relationships and Related Transactions. . . . . . . . . 17

Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 18


         Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . 19

         Index to Exhibits. .  . . . . . . . . . . . . . . . . . . . . . 20


                                                                           2

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Forward-looking Statements

     This report contains certain forward-looking statements that involve
substantial risks and uncertainties.  These forward-looking statements can
generally be identified because the context of the statement includes words
such as "may", "will", "should", "except", "anticipate", "intend", "estimate",
"continue", "believe", "expects" or other similar words.  Similarly,
statements that describe Wrap-N-Roll's future plans, objectives and goals are
also forward-looking statements.  Our factual results, performance or
achievements could differ materially from those expressed or implied in these
forward looking statements as a result of certain factors.


                                      PART I

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Item 1.   Description of Business.
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Background

     We were incorporated under the laws of the State of Nevada on September
26, 1997 under the name Oxy General Corporation for the purpose of seeking a
business in which to participate.  In June 1999, Cliff Halling, our president,
personally purchased 10,000,000 shares of our common stock for $10,000.  Our
sole officer and director at that time was Ken Kurtz, who resigned his
positions in favor of the appointment of Mr. Halling.  Messrs. Halling and
Kurtz were both employed by Canton Financial of Salt Lake City in 1997, where
they met.  In the spring of 1999 Mr. Halling expressed to Mr. Kurtz his desire
to develop and operate a business, and Mr. Kurtz offered to sell him a
controlling interest in Oxy General so that he could use the corporation for
developing a business.  We were not engaged in any active business operations
until October 2000.  In 2000 we developed internally a business plan for
marketing specialty advertising services, which we began in October 2000.  On
November 17, 2000, we changed our name to Wrap-N-Roll USA, Inc. to better suit
our new business.

Business

     We provide specialized advertising services to businesses of all sizes
emphasizing on large format digital printing on perforated and non-perforated
vinyl substrates.  Through use of a special non-corrosive, vinyl material with
a patented adhesive made by 3M, we offer businesses the ability to wrap the
exterior of buildings, windows and motor vehicles with an advertising message.
We do not intend to actively seek any business acquisitions in the foreseeable
future and acquisitions are not part of our plan for developing the business.

     Our services include stationary and mobile advertising services.
Stationary advertising services are defined as advertising services provided
by us utilizing stationary mediums for the display of the advertising message.
Such mediums include buildings, windows and storefronts.  Mobile advertising
services are defined as advertising services provided by us utilizing mobile
mediums such as a motor vehicle, for the display of the advertising message.

     Currently, we sub-contract out the design, layout, printing and
installation services to third party providers.  We market the advertising
product produced and installed by others, so we do not maintain any production
facilities or inventory for our business.  We conduct our business from our
sales office and all sales calls are made at the location of the prospective
customer.  We charge advertisers either a fixed fee on a project-by-project


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basis or provide continuous services billed on a contract basis.  We
coordinate the logistics of the printing and installation process and when
requested, negotiate contracts with third party building or motor vehicle
operators for the purposes of displaying an advertiser's message on their
properties or vehicles.  Where the advertising will remain on a property or
vehicle for more than one month, the advertiser is required to pay a monthly
advertising fee, half of which we retain and half is paid to the owner of the
building or vehicle on which the add is displayed.  The monthly advertising
fee is between $500 and $1,500 per month depending on the size of the ad and
whether it is placed on a building or vehicle.

     We have no exclusive marketing rights for any graphic image products.
However, we offer only 3M graphic image advertising applications because we
believe this product has superior quality, which is backed by a warranty from
3M that protects our clients.

     Each printing job is bid out separately based on the size and complexity
of the project.  In our experience, the cost of printing the advertising
material is approximately $6.50 per square foot depending on the complexity of
the design.  Since each print order is bid individually based on the
complexity and size of the order it is not possible to enter into a contract
with ProGrafix that fixes the price for graphic product.  Print jobs are
usually completed within four to seven days following the date of order, and
we have not experienced any completion delays that would affect our customers.
Each print job is ordered separately through a written purchase order that
sets the price, quantity, and estimated delivery date, but contains no other
provisions for termination, quality control, or remedies for breach.  While
there are other companies other than 3M that produce graphic image advertising
applications, we do not believe based on our own evaluation of the products,
that they have the same quality and warranty protection as 3M products.
Consequently, the loss of our relationship with our printer could force us to
seek other sources of product that would not have the same features as 3M
products that we believe are positive selling points, which could adversely
affect our sales effort.  We have experienced no problems or delays in
obtaining printed material from ProGrafix as required to fulfill our purchase
orders on a timely basis.  We believe our relationship with ProGrafix is good
and that ProGrafix can meet all of our needs for printed material for at least
the next 12 months.

     We use the services of two local 3M certified installers.  One of the
installers, ProGrafix, has several installation employees on staff.  Each
installation is bid out separately based on the size and complexity of the
project.  In our experience the cost of installation is approximately $4.00
per square foot depending on whether it is a flat installation or installation
on a contoured surface, such as an entire vehicle.  We have not experienced
any problems in obtaining installation services as required to service our
customers, so we have not found it necessary to enter into long term contracts
to ensure installation services are available as needed.  Each installation is
ordered separately through a written invoice that sets the price, describes
the installation, and estimates the completion date, but contains no other
provisions for termination, quality control, or remedies for breach.  Should
our operations grow substantially we may seek to establish long-term
relationships to ensure these services are available as needed, but we have
not investigated whether any long-term contracts are available on terms that
would be acceptable to us.

     Since we sell 3M products printed and installed by certified 3M
suppliers, our clients are entitled to rely on 3M's warranty.  No assignment
of warranty from us is required, since the warranty is extended by 3M directly
to our customers through the certified 3M suppliers we use.  Depending on the


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product and where it is used, 3M guarantees that the graphic will be free from
manufacturing defects, premature failure, and loss of adhesion for one to
eight years.  Under the warranty 3M will replace or refund the price of any
graphic material that does not meet its warranty.  Since we rely on the 3M
warranty for the advertising product we sell, Wrap-N-Roll does not offer it
own warranty or guarantee of performance.

     Payment by us for services to both the printing and installation
companies are made at completion of the project.  As our relationship with
these companies grows, we anticipate that we will enter into written contracts
and seek more favorable payment terms.

     We determine our fees based on the size of the printing project and the
complexity of the design and installation.  We charge approximately $14.00 per
square foot of material installed, which includes all of the printing and
installation.  Additional fees are billed for the rights to display the
advertising message on a third party building or motor vehicle unrelated to
the advertiser.

     The advertiser is expected to pay an initial installment fee to begin
development of the wrap, which takes approximately two weeks to design,
develop and print.  The advertiser provides its advertising artwork to us and
we sub-contract a local designer to design, develop and print the large format
digital advertisement on a vinyl substrate.  We then sub-contract a local 3M
certified installer to install the advertising message.  An additional payment
is made at completion of the installation of the advertising message.
Contract services are based on one-month, three-month, six-month, or one-year
contracts to display an advertiser's message on a third party building or
motor vehicle and are billed monthly.

Mobile Advertising Services

     We believe American businesses spend substantial sums annually to promote
their advertising messages through a variety of media including TV, radio,
newspaper, magazine, direct mail, telemarketing, billboards, signs and more
recently, the Internet.  The goal of the advertiser is to utilize the media
that reaches the advertiser's target audience in the most cost-effective
manner and to repeatedly transmit its message to generate brand recognition
and stimulate a purchase.

     We believe more and more businesses are finding that they can gain
additional exposure and brand recognition by displaying their company's logo
or advertising message on vehicles driven by their employees or others.  The
motor vehicle, which is wrapped with the advertiser's message, is driven in
high traffic areas where the advertiser's message can be displayed to other
motorists.  Occasionally the motor vehicle may also be parked in high traffic
areas where the permission has been granted or purchased for the rights to
park and display a vehicle.

     We believe that this method of advertising can compete for advertising
dollars against methods that businesses typically allocate to reach the mobile
public, such as radio and billboard advertising, because of the novel way in
which this method attracts attention.  We have not performed any market
studies to determine whether our method of advertising will be accepted in
local markets.  Our belief regarding the marketability of our advertising
product is based on marketing material produced by 3M containing information
on studies done in the trucking industry.  As stated in these 3M materials, a
survey conducted by RY&P, a major advertising agency in the leisure and travel
industry, showed that


                                                                           5

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*    96 percent of respondents noticed the words and pictures displayed on
trucks,

*    98 percent of respondents said fleet graphics created a positive image
for the company, and

*    96 percent of respondents said fleet graphics had more impact than
billboards.

     We believe that our advertising product will have similar impact in local
markets as in the trucking industry.

     To reach the mobile public, we seek to have the vehicles we wrap with
advertisement driven in high traffic areas.  As such, we expect that wrapped
vehicles will be driven primarily in metropolitan markets that have
populations in excess of 200,000 people.

     The primary geographic market, in which we expect our wrapped vehicles to
be driven, includes various metropolitan areas in the state of Utah, with a
combined population of approximately 875,000.  If we are successful in
establishing our business in Utah, we will explore opportunities for expanding
our business to other metropolitan areas in the western United States.  We
have not evaluated any other metropolitan areas for expansion of our business.
If our business achieves a level of success that we believe supports expansion
in other areas, we expect we will first evaluate Denver, Colorado, Phoenix
Arizona, or Las Vegas, Nevada because they are the metropolitan areas with the
largest populations in closest proximity to Salt Lake City.

     The vehicles used for mobile advertising services are either provided by
the advertiser, its employees, private parties or, to a limited extent, by us.
When vehicles leased us are to be utilized, our sales representatives and
other employees are expected to drive the vehicle to sales appointments or on
company errands traversing through high traffic areas to display the
advertiser's message to other motorists.  From time to time, the drivers of
the wrapped vehicles are also expected to pass out the advertiser's fliers and
coupons.

     As indicated, we may also sub-contract with private parties to have their
vehicles wrapped.  We expect to pay these parties a monthly fee to have the
advertiser's logo wrapped on their car.  We seek to target individuals who
drive newer model cars and whose occupations demand frequent travel in high
traffic areas.  We prefer utilizing vehicles owned by private parties that
have a unique design that stands out among other vehicles and provides the
greatest opportunity to attract attention.  We currently own our ban and lease
one Volkswagen Beetle for advertising use.  We have received calls from
private owners of other types of vehicles interested in using their cars for
advertising.  We may use other models and years of cars to display
advertisements depending on various factors including cleanliness of the
vehicle, market demand, availability of vehicles and the willingness of the
contracted private party to actively draw attention to the vehicle, and cost.

     We own one vehicle and lease another.  Currently we have wrapped an
additional 120 vehicles for clients.

     The vehicles wrapped with an advertisement are in operation primarily
during the hours of 8:00 AM to 5:00 PM, five days a week.  However, because
the wrap remains on the vehicle during the entire terms of an advertiser's
contract, the advertisement is displayed anytime the vehicle is driven which
may be at any hour during any day of the week.


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     The vehicles are wrapped with a non-corrosive vinyl material, which
remains on the vehicle during the term of the advertisers contract.  The
special material allows parties within the vehicle the ability to see out of
the windows, while parties on the outside of the vehicle only see the
advertising message.  Upon completion of the contract, the wrap is easily
removed and disposed of without any adverse effect on the vehicle or the
environment.

Stationary Advertising Services

     We seek to target businesses for the purposes of providing large format,
high resolution, and digital printing advertisements that the business can
display on exterior windows of their buildings.  Until recently,
advertisements displayed on windows of certain businesses have been
hand-painted, or have been large format posters taped to the interior of an
exterior window.

     We provide what we believe to be a superior, cost-effective alternative.
The advertisements displayed by us are substantially more attractive and last
longer than traditional display methods.

     The material used for our stationary advertising services is the same as
what is used for our mobile advertising services.  The exterior windows are
covered with a non-corrosive, thin-film, vinyl material that allows parties
within the building the ability to see out of the windows, while parties on
the outside of the building only see the advertising message.  An advertising
message can be installed on a typical 4' x 5' window in approximately 15-20
minutes.  The material can withstand all types of weather conditions and is
expected to display a quality image for up to three years.

     Currently, we have 10 customers for our stationary advertising services.

     We perform installation services for our clients on ground level
installations.  For all other types of installations, we expect to
sub-contract with independent third party installers.

     Prices on projects are expected to vary by size of the advertisement,
window height from ground level, timing of the installation and overall
complexity of the installation.

Marketing

     Initially, we seek to target businesses in the Salt Lake City area to
advertise utilizing our stationary or mobile advertising programs.  We seek to
attract national advertisers as well.

     According to the Utah Chamber of Commerce, there are approximately 53,000
businesses along the Wasatch Front in the state of Utah, with a majority
residing in the greater Salt Lake City metropolitan area.

     For our mobile advertising services we seek to target businesses with
sizable fleets of vehicles such as delivery or transportation companies.  For
our stationary advertising services, we seek to target building owners and
businesses with window exposure.

     To date, we have attracted a limited clientele through telemarketing,
canvassing and word-of-mouth advertising.  We plan to implement a regular
routine of telemarketing and canvassing to attract additional clientele and
expect most of our clientele to come from these methods of marketing.
Additionally, we have been advertising our services by wrapping a company-


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leased vehicle with our own logo and implementing the advertising methods that
we offer to our clientele.  We also expect to market our services at trade
shows.  We have established an Internet web site, www.wrapnrollusa.com, that
we use as an online brochure to which we can refer potential clients for
examples of out large format graphic advertising.  We do not intend to rely on
our website or the Internet as the primary method for marketing our
advertising.

     Additionally, we expect to attract a portion of our clientele through
publicity generated by radio, television and newspaper because the uniqueness
and novel way in which we provide advertising services for businesses.

     In June 2001, we entered into a Joint Agreement with Newspaper Agency
Corporation, the company that distributes daily newspapers in the Salt Lake
City area, to sell advertising for display on 50 vans operated by the
Newspaper Agency Corporation.  We sell the advertising to clients that will be
displayed on the vans.  We also arrange for printing and installation of the
advertising.  The client pays for the printing and installation of the
adverting, which is estimated at $500 for one side of a van and $1,000 for an
entire van.  The client also pays a monthly advertising fee for the duration
that the ad is displayed on the van of $500 for one side and $1,500 for an
entire van.  The monthly advertising fee is divided equally between Newspaper
Agency Corporation and us.  The agreement is for an initial term of one year.
If we terminate the agreement early, Newspaper Agency Corporation is entitled
to all monthly advertising fees payable on advertising arrangements in place
at the time of termination.  If the Newspaper Agency Corporation terminates
the agreement early, we are entitled to receive our one-half share of all
monthly advertising fees payable on advertising arrangements in place at the
time of termination.  The agreement is non-exclusive, so either party can
enter into similar agreements with others.  Sales to Newspaper Agency
Corporation accounted for 88 percent of out sales revenue during the year
ended December 31, 2001

     In May 2001, we entered into a joint agreement with Jose Dicenzo, which
is essentially identical to our agreement with the Newspaper Agency
Corporation.  However, we currently anticipate that Mr. Dicenzo will provide
20 panel trucks for the advertising and most of our advertising sales activity
under this agreement will focus on advertising during the two-month period
beginning 30 days before and 30 days after commencement of the 2002 Winter
Olympic Games in Salt Lake City scheduled to begin February 8, 2002.

     Our stationary advertising operations are affected by weather to the
extent adverse weather limits the abilities of our installers from making
installations.  As such, we expect revenues to fluctuate, to a limited extent
and be greater during the spring and summer seasons.  We do not foresee
seasonal factors affecting our mobile advertising operations.

     It is not possible to predict what impact economic conditions may have on
our operations.  During a period of decline in the economy it is possible that
businesses will reduce the amount they spend on advertising, which could have
a negative impact our marketing efforts.  Further, advertisers may want more
favorable payment terms during an economic decline or have difficulty paying
for our service on a timely basis, which would adversely affect our operating
cash flow.

Government Regulation

     There is no direct government regulation of our business.  Businesses
that purchase our advertising products may have to comply local ordinances
that specify the size and location of signage and other displays.  It is the


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responsibility of the business owner to comply with these ordinances, and
affects us only to the extent that the business owner's decision as to size
and location of the advertising purchased may be limited.


Competition

     We compete with several local advertisers who utilize large format
digital printing for automobile wraps or building advertising, most of whom
have substantially more resources than we.  We intend to compete with these
businesses on the basis of the quality of the 3M products we offer and service
in completing the installation for our clients.  We also compete, to a lesser
extent, with printing companies that provide large format printing services on
vinyl substrates.

     Our printer, ProGrafix, offers its services generally to anyone requiring
large format printing.  We have no knowledge, however, that ProGrafix has an
established sales force proactively pursuing direct sales of advertising to
businesses using large format graphic display.  ProGrafix could attempt to
implement such a marketing effort in the future, which could adversely affect
our sales.  Because there are only a few large format digital printers in our
geographical area, such competition could negatively affect our financial
results.  As we grow and obtain additional capital, we may seek to acquire our
own printing facilities to minimize this dependence.  However, we have no plan
to do so at the present time and may never do so.

     Additionally, we compete with other advertising and marketing companies
who generate revenues utilizing a variety of advertising and marketing
methods.  These marketers include, among other types, television and radio
stations, magazines, newspapers, telemarketers, billboard companies and
Internet marketers.  Most of these businesses and marketing methods have been
around for years and have proven successful for advertisers, whereas our
methods are relatively new and unproven.  Also, it can be assumed that most if
not all of these companies have substantially more resources than we.

Insurance

     We maintain liability and collision insurance on our leased vehicles in
amounts required by the lessor.  We believe the amount of insurance we
currently maintain on these vehicles is adequate.

     The private parties with whom we sub-contract to wrap and drive their own
vehicles are expected to sign a waiver with us representing that they carry
adequate insurance, and further represent to indemnify and hold us harmless
from any and all claims arising from operation of their vehicles.

Employees

     We have two full-time employees, one of which is our President and the
other a salaried sales person.  Our employees have general sales experience
with products and services, including two years of combined experience in
selling advertising.  Our staff is adequate for our current operations.
However, the fact that we have only two persons marketing our advertising
services means that our ability to exploit our market is limited by the hours
these individuals can commit on a full-time basis.  Consequently, the rate of
growth of our business is slower than what we could accomplish if we could
afford a larger number of employees.  With our current staff we believe we can
increase our revenues to an annual run rate of approximately $750,000 by the
end of June 2002.  If we are successful in growing our business to this level,
we intend to add employees in both sales and clerical positions to increase
our rate of growth.


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

     We are currently operating from the home of our president at 1056 East
Platinum Way, Sandy, Utah 84094, who provides office space, utilities and
computer access.  The office space consists of approximately 100 square feet,
and no other business is conducted from this location.  Through the calendar
year ending December 31, 2000, we were not charged for these expenses due to
our minimal operations.  On January 1, 2001, we entered into a
Rental/Utilities Agreement with Cliff Halling for use of office space in his
home at a base rent of $100 per month.  The agreement is a month-to-month
rental arrangement.  We also agreed to pay a base utilities/miscellaneous
expense of $100 per month to cover phone, fax, Internet, computer use, and
other office items needed for the operations of Wrap-N-Roll.  Our business is
marketing the specialty advertising products we offer, and we rely on
independent suppliers to manufacture and install the advertising.  We need no
more than a sales office to maintain records for our operations, since all
sales calls and meetings with customers are conducted at their locations.
Consequently, we believe our office space is adequate for our current
operations.  If we are successful in achieving our sales goals by the end of
2001, we may hire additional sales and clerical staff and seek larger office
space to house our operations.

     The Company does not have any additional facilities.  Further, there are
no arrangements for the improvement or development of the properties currently
being utilized by the Company.

     Management of the Company does not currently have policies regarding the
acquisition or sale of assets primarily for possible capital gain or primarily
for income.  The Company does not presently hold any long term investments or
interests in real estate, investments in real estate mortgages or securities
of or interests in persons primarily engaged in real estate activities.

-----------------------------------------------------------------------------
Item 3.   Legal Proceedings.
-----------------------------------------------------------------------------

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

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

     No matters were submitted to vote of the Company's security holders
during the Company's most recent calendar year ending December 31, 2001.


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<PAGE>
                                 PART II

-----------------------------------------------------------------------------
Item 5.   Market for Common Equity and Related Stockholder Matters.
-----------------------------------------------------------------------------

Market Information

     No public trading market exists for our securities.  We plan to
eventually seek listing on the OTCBB.  We cannot guarantee that we will obtain
a listing, and a regular trading market for our common stock may never
develop.

Holders

     As of the date of this prospectus, there were forty-six holders of record
of our common stock.

Dividends

     We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying such dividends in the foreseeable
future.  We plan to retain any future earnings for use towards our business
plan.  Any decisions as to future payment of dividends will depend on our
earnings and financial position and such other factors, as the board of
directors deems relevant.

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

General

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

     Our business is not capital intensive because we do not require
production or storage facilities to operate our business.  We rely on third
party suppliers to produce and install the advertising product we sell, and we
place orders with suppliers only against purchase orders we receive through
our marketing efforts.  The cost of production and installation of the
advertising product averages 76 percent of the total invoice price.

     Our operations recently commenced at the end of 2000 and we do not have a
history of operations from which we can evaluate our ability to generate
revenue at sufficient levels to sustain and develop our operations without
outside financing.  We emphasize that it is management's belief alone
regarding the potential market for our advertising product that serves as the
basis for pursuing this business.  Furthermore, 88 percent of our sales
revenue during the year ended 2001 was derived from a single customer, the
Newspaper Agency Corporation, so that the loss of this customer or a
substantial reduction in its orders for our advertising product would result
in a substantial reduction in our sales revenue.  If our belief about the
market for our product is wrong or if the Newspaper Agency Corporation reduces
its orders for our product before we find other customers to replace that
revenue, then our sales revenues will likely stagnate or decrease and our


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<PAGE>
ability to sustain and develop the business will be substantially impaired.
In these circumstances we would likely need to seek outside financing to
sustain our operations, and we do not know whether financing would be
available on acceptable terms.  The foregoing factors raise substantial doubt
about our ability to continue as a going concern.

Results of Operations
For the Calendar Years Ended December 31, 2001 and 2000

     For the calendar year ended December 31, 2001 and 2000, Wrap-N-Roll had
sales revenue of $258,872 and $0, respectively.  The increase in sales revenue
is a result of implementing our principal business operations during the last
quarter of 2000, which resulted in sales revenue beginning in 2001.

     Revenue has steadily increased since the first quarter 2001, so that our
average monthly revenue rate over the twelve months of 2001 was approximately
$21,573.  Our goal is to increase monthly revenue by at least 10 percent each
month over the next 12 months.  At present our marketing effort is limited to
personal sales calls we initiate with business owners in the Salt Lake City
metropolitan area.  We have set as a sales goal an average of 20 van
advertising installations and 10 installations on other vehicles per month.
We have not implemented any other form of advertising or marketing for our
advertising product and believe we can achieve our sales goals over the next
12 months with direct sales efforts.  We believe the revenue we generate
internally from marketing our specialty advertising products with our current
personnel and resources will be adequate to cover our costs of production and
operating expenses through the next 12 months.

     For the calendar year ended December 31, 2001, our cost of goods sold was
$196,765 or 76 percent of sales revenue for the calendar year.  Cost of goods
sold includes $172,091 for the cost of production of the advertising material
we sell and its installation; $13,377 for automobile costs, including lease,
depreciation, insurance, fuel and service; and $11,297 for contract labor.

     General and administrative expenses for all periods consisted of general
corporate administration, legal and professional expenses, and accounting and
auditing costs.  These expenses were $96,859 for the calendar year ended
December 31, 2001, compared to $10,584 for the calendar year ended December
31, 2000.  Selling expense were $925 for the calendar year ended December 31,
2001, compared to $116 for the calendar year ended December 31, 2000.  The
increase in these expenses is a result of implementing our principal business
operations during the last quarter of 2000, which resulted in a substantial
increase in operating expenses during the calendar year 2001.

     Our operating expenses consist primarily of salary for our two employees,
office expenses, and professional fees incurred to comply with our reporting
obligations under the Securities Exchange Act of 1934 and the filing of a
registration statement for selling stockholders under the Securities Act of
1933 in July 2001.  The total salary expense for Cliff Halling, our president,
was $39,184 through December 31, 2001, or 15 percent of sales revenue.  We pay
to our sales person a salary of $3,000 per month, which began in August 2001.
The total salary expense for our sales personnel was $15,428. Office expenses,
including employee benefits, taxes and licenses and travel and entertainment,
totaled $12,738 during the calendar year ended December 31, 2001.  Our vehicle
leasing and purchase obligations total $807 per month, which includes
approximately $300 payable over a three-year term for the leased vehicle and
the remainder payable over a five-year term for the vehicle being purchased.
Our office rent and utilities through December 31, 2001 was $2,400.
Professional fees were $27,109 during the calendar year 2001, but of this
amount approximately $18,504 is attributable to the registration statement we
filed for selling stockholders, which we do not expect to recur as an expense
in 2002.


                                                                           12

<PAGE>
     Wrap-N-Roll had two cars under operating leases expiring 2003.  On April
21, 2001, we purchased a new van to replace one of the cars.  To finance the
purchase, Cliff Halling, our sole officer and director, paid $1,000 to the
financing agency.  This payment made by Mr. Halling for our benefit was
applied to reduce his outstanding obligations payable to us.  Wrap-N-Roll also
assigned the operating lease for the original car to the financing agency and
recognized a $1,500 gain on the assignment.  The remaining $28,865 was
financed through an unrelated financing agency at an effective interest rate
of 2.90 percent.  Gain on assignment of operating lease for the calendar year
ended December 31, 2001 was $1,500, and was $0 for the comparable period in
2000.

     Interest expense for the calendar years ended December 31, 2001 and 2000,
was $3,059 and $242, respectively.  We also recognized interest income of $523
for the calendar year ended December 31, 2001, on a note receivable from Cliff
Halling.

     As a result of the foregoing factors, Wrap-N-Roll realized a net loss of
$36,713 for the calendar year ended December 31, 2001, compared to a net loss
of $10,942 for the calendar year ended December 31, 2000.  The net operating
loss for all periods resulted primarily from cost of goods sold, general and
administrative expenses and interest expense.  The net loss per share for each
period was $0.00.

Liquidity and Capital Resources
For the Calendar Years Ended December 31, 2001 and 2000

     At December 31, 2001, we had a working capital deficit of $45,507
compared to a working capital deficit of $2,340 at December 31, 2000.

     Current assets consist primarily of cash in the amount of $17,657,
accounts receivable of $1,050, and notes receivable from Cliff Halling, our
president and sole director, in the amount of $14,127.  Prior to July 2001,
Wrap-N-Roll advanced a total of $15,027 to Mr. Halling, which is represented
by a note payable to Wrap-N-Roll bearing interest at 7 percent per annum and
due on demand.  We made a further advance to Mr. Halling in the amount of
$2,500 represented by a note dated August 1, 2001, bearing interest at 7
percent per annum and due on demand.  Mr. Halling has repaid $3,400 on the
notes, so that the outstanding balance at December 31, 2001, was $14,127 with
accrued interest of $523.  We do not have any present intention of making
further advances to Mr. Halling.

     Current liabilities consist primarily of $35,212 in accounts payable and
accrued expenses, $20,723 of accrued payroll due to Cliff Halling, $16,671 on
a note payable to Ken Kurtz, a stockholder, and $5,554 of current portion of a
Long-term debt incurred to purchase our van.  Ken Kurtz loaned to us $812
through April 2000, $10,000 in November 2000, $1,400 in April 2001, and $5,000
in August 2001.  These funds were used to fund our working capital needs.  The
loan for $1,400 was repaid, with interest, in July 2001.  The remaining loans
and their accrued interest were restructured as a new note in August 2001 in
the principal amount of $16,671 bearing interest of 10 percent per annum and
due on August 1, 2002.  Accrued interest on this note at December 31, 2001,
was $704.

     Long-term debt at December 31, 2001, consisted of $20,206 due an
unrelated finance company that provided the financing on our van.  The
obligation is payable in monthly installments over a term of five years
commencing in April 2001, bears interest at three percent per annum, and is
secured by our van with a net book value of $26,660.

     If we achieve our revenue goals by the end of 2002, then we will evaluate
the feasibility of adding two employees; one sales person and one clerical
person.  New employees will be added only if our operations can


                                                                           13

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

     Wrap-N-Roll began generating sales revenue from its business operations
since the beginning of 2001.  Consequently, we do not have a history of
operations that allows us to predict with any certainty whether our sales will
continue at current levels or decrease over the next 12 months.  Assuming we
can maintain our current level of sales revenue, we believe we can fund our
operations internally over the next 12 months.  However, 88 percent of our
sales revenue in the calendar year ended December 31, 2001 was derived from a
single customer, the Newspaper Agency Corporation, so a substantial reduction
in orders from this customer that we are unable to make up with new sales
would severely affect our operations and impair our ability to continue as a
going concern.

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

-----------------------------------------------------------------------------
Item 7.   Financial Statements.
-----------------------------------------------------------------------------

     Filed herewith are the Company's audited financial statements for the
calendar years ended December 31, 2001 and 2000.










                  [THIS AREA WAS INTENTIONALLY LEFT BLANK]




                                                                           14
<PAGE>
                            WRAP-N-ROLL USA, INC.




                                  CONTENTS


                                                                PAGE


-         Independent Auditors' Report                             1

-         Balance Sheet, December 31, 2001                         2

-         Statements of Operations, for the years ended
          December 31, 2001 and 2000                               3

-         Statement of Stockholders' Equity (Deficit), from
          December 31, 1999 through December 31, 2001              4

-         Statements of Cash Flows, for the years ended
          December 31, 2001 and 2000                           5 - 6

-         Notes to Financial Statements                       7 - 14





<PAGE>








                        INDEPENDENT AUDITORS' REPORT


Board of Directors
WRAP-N-ROLL USA, INC.
Sandy, Utah

We have audited the accompanying balance sheet of Wrap-N-Roll USA, Inc. at
December 31, 2001, and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31, 2001 and
2000.  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 audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  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 audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements audited by us present fairly, in all
material respects, the financial position of Wrap-N-Roll USA, Inc. as of
December 31, 2001, and the results of its operations and its cash flows for
the years ended December 31, 2001 and 2000, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern.  As discussed in Note 11 to the financial
statements, the Company has incurred losses since its inception and has
current liabilities in excess of current assets, raising substantial doubt
about the ability of the Company to continue as a going concern.  Management's
plans in regards to these matters are also described in Note 11.  The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.




PRITCHETT, SILER & HARDY, P.C.

March 11, 2002
Salt Lake City, Utah


                                    F-1
<PAGE>
                            WRAP-N-ROLL USA, INC.

                               BALANCE SHEET


                                  ASSETS


                                                         December 31,
                                                            2001
                                                         __________
CURRENT ASSETS:
  Cash in bank                                           $   17,657
  Accounts receivable, net of allowance for doubtful
   accounts of $1,819                                         1,050
  Related party receivable                                      523
  Notes receivable - related party                           14,127
                                                         __________
          Total Current Assets                               33,357

PROPERTY AND EQUIPMENT, net                                  26,660
                                                         __________
                                                         $   60,017
                                                         __________


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


CURRENT LIABILITIES:
  Accounts payable and accrued expenses                  $   35,212
  Accounts payable and accrued expenses - related party      21,427
  Note payable - related party                               16,671
  Current portion of long-term debt                           5,554
                                                         __________

        Total Current Liabilities                            78,864

LONG-TERM DEBT, less current portion                         20,206
                                                         __________
       Total Liabilities                                     99,070
                                                         __________
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value, 5,000,000 shares
   authorized, no shares issued and outstanding                   -
  Common stock, $.001 par value, 20,000,000 shares
   authorized, 11,000,000 shares issued and outstanding      11,000

  Capital in excess of par value                                  -
  Retained earnings (deficit)                               (50,053)
                                                         __________
      Total Stockholders' Equity (Deficit)                  (39,053)
                                                         __________
                                                         $   60,017
                                                         __________

  The accompanying notes are an integral part of this financial statement.

                                    F-2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                            WRAP-N-ROLL USA, INC.

                          STATEMENTS OF OPERATIONS


                                                        For the Years Ended
                                                             December 31,
                                                        _______________________
                                                         2001          2000
                                                        _________    __________
<S>                                                     <C>          <C>


SALES REVENUE, net of returns, discounts and allowances $ 258,872    $      -

COST OF GOODS SOLD                                        196,765           -
                                                        __________   __________
GROSS PROFIT                                               62,107           -
                                                        __________   __________
EXPENSES:
  Selling                                                     925          116
  General and administrative                               96,859       10,584
                                                        __________   __________
     Total Expenses                                        97,784       10,700
                                                        __________   __________

LOSS BEFORE OTHER INCOME (EXPENSE)                        (35,677)     (10,700)
                                                        __________   __________

OTHER INCOME (EXPENSE):
  Gain on assignment of operating lease                     1,500            -
  Interest income - related party                             523            -
  Interest expense - related party                         (1,370)        (242)
  Interest and other expense                               (1,689)          -
                                                        __________   __________
     Total Other Income (Expense)                          (1,036)        (242)
                                                        __________   __________

LOSS BEFORE INCOME TAXES                                  (36,713)     (10,942)

CURRENT TAX EXPENSE                                            -            -

DEFERRED TAX EXPENSE                                           -            -
                                                        __________   __________

NET LOSS                                                $ (36,713)   $ (10,942)
                                                        __________   __________

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

</TABLE>

  The accompanying notes are an integral part of this financial statement.

                                    F-3
<PAGE>
<TABLE>
<CAPTION>
                                  WRAP-N-ROLL USA, INC.

                       STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                                 FROM DECEMBER 31, 1999

                                THROUGH DECEMBER 31, 2001



                                     Preferred Stock         Common Stock       Capital in  Retained
                                  ____________________  ______________________  Excess of   Earnings
                                   Shares      Amount     Shares      Amount    Par Value   (Deficit)
                                  _________  _________  ___________  _________  _________  ___________
<S>                               <C>        <C>        <C>          <C>        <C>        <C>

BALANCE, December 31,
  1999                                   -   $      -    11,000,000   $  11,000   $    -    $   (2,398)

Net loss for the year ended
  December 31, 2000                      -          -            -           -         -       (10,942)
                                  _________  _________  ___________  _________  _________  ___________

BALANCE, December 31,
  2000                                   -           -   11,000,000     11,000          -     (13,340)

Net loss for the year ended
  December 31, 2001                      -           -            -          -          -     (36,713)
                                  _________  _________  ___________  _________  _________  ___________
BALANCE, December 31,
  2001                                   -           -   11,000,000     11,000          -     (50,053)
                                  _________  _________  ___________  _________  _________  ___________

</TABLE>




  The accompanying notes are an integral part of this financial statement.

                                    F-4
<PAGE>
<TABLE>
<CAPTION>
                            WRAP-N-ROLL USA, INC.

                           STATEMENTS OF CASH FLOWS


                                                          For the Years Ended
                                                              December 31,
                                                         ______________________
                                                            2001        2000

<PAGE>
                                                         __________  __________
<S>                                                      <C>         <C>
Cash Flows From Operating Activities:
 Net loss                                                $ (36,713)  $ (10,942)
 Adjustments to reconcile net loss to net cash provided
 (used by) operating activities:
  Bad debt expense                                           2,269           -
  Depreciation expense                                       4,705           -
  Gain on assignment of operating lease                     (1,500)           -
  Non-cash expenses                                          2,400         -
  Changes in assets and liabilities:
   (Increase) decrease in accounts receivable               (3,349)            -
   (Increase) in related party receivable                   (8,320)      (7,230)
   Increase in accounts payable and accrued expenses        33,802         1,589
   Increase in accounts payable
     and accrued expenses - related party                   21,909           242
                                                        __________    __________
     Net Cash Provided (Used) by Operating Activities       15,203       (16,341)
                                                        __________     __________

Cash Flows From Investing Activities:
  Payments for notes receivable                            (2,500)             -
  Payments for property and equipment                     (28,865)             -
                                                        __________     __________
     Net Cash Provided (Used) by Investing Activities     (31,365)             -
                                                        __________     __________

Cash Flows From Financing Activities:
  Proceeds from notes payable - related party               6,400         10,000
  Payments on notes payable - related party                (1,400)             -
  Proceeds from long-term debt                             28,865              -
  Payments on long-term debt                               (3,105)             -
                                                        __________     __________
     Net Cash Provided by Financing Activities             30,760         10,000
                                                        __________     __________

Net Increase (Decrease) in Cash                            14,598         (6,341)

Cash at Beginning of Period                                 3,059          9,400

<PAGE>
                                                        __________     __________
Cash at End of Period                                    $ 17,657       $  3,059
                                                        __________     __________
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Interest                                             $    556       $     -
    Income taxes                                         $      -       $     -

</TABLE>

                                 [Continued]

                                     F-5

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

                           STATEMENTS OF CASH FLOWS

                                 [Continued]


Supplemental Schedule of Noncash Investing and Financing Activities:

  For the year ended December 31, 2001:

     On April 21, 2001, an officer/shareholder of the Company paid $1,000
     directly to a financing agency as part of a purchase agreement.  In
     September 2001, the Company applied the payment against two notes
     receivable.

     On April 21, 2001, the Company assigned an operating lease to a
     financing agency as part of a purchase agreement.  The Company
     recognized a gain of $1,500 on the assignment.

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

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

     In September 2001, the Company stated applying accrued rent and
     utilities/miscellaneous expenses directly against two notes receivable.
     During 2001, the Company applied expenses totaling $2,400 against the
     notes receivable.


  For the year ended December 31, 2000:

     On April 1, 2000, the Company extended a loan payable of $712 and its
     accrued interest of $100 into a note payable of $812.





  The accompanying notes are an integral part of this financial statement.

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

                         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.  The Company provides specialized
advertising services to businesses of all sizes emphasizing large format
digital printing on perforated and non-perforated vinyl substrates.  Through
use of a special non-corrosive, vinyl material with a patented adhesive made
by 3M, the Company offers businesses the ability to wrap the exterior of
buildings, windows and motor vehicles with an advertising message.  In
addition to the sale of its wrapping services, the Company also offers
advertising services using wrapped property.  Prior to 2001, the Company was
considered a development stage company as defined by Statement of Financial
Accounting Standard No. 7.

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

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

The Company has two joint agreements wherein the Company jointly shares
advertising revenue with other entities.  Revenue derived from joint
agreements or from commission type agreements is recorded on a net basis.  On
a net basis, only the share of revenue belonging to the Company is recorded as
revenue.

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

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

Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in accordance
with Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
[See Note 12].

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


                                    F-7
<PAGE>
                           WRAP-N-ROLL USA, INC.

                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

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

Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations", SFAS No. 142, "Goodwill
and Other Intangible Assets", SFAS No. 143, "Accounting for Asset Retirement
Obligations", and SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets", were recently issued.  SFAS No. 141, 142, 143 and 144 have
no current applicability to the Company or their effect on the financial
statements would not have been significant.

Reclassification - The financial statements for years prior to December 31,
2001 have been reclassified to conform to the headings and classifications
used in the December 31, 2001 financial statements.

NOTE 2 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

                                                             December 31,
                                                                 2001
                                                             ___________
         Vehicles                                            $    31,365
         Less: Accumulated depreciation                           (4,705)
                                                             ___________
         Net Property and Equipment                          $    26,660
                                                             ___________

Depreciation expense for the years ended December 31, 2001 and 2000 was $4,705
and $0, respectively.

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

     Accounts payable and accrued expenses consisted of the following at:

                                                            December 31,
                                                                2001
                                                            ___________
       Accounts payable                                     $    30,701
       Accrued payroll, taxes and withholdings                    4,046
       Joint agreements revenues payable                            350
       Sales tax payable                                             80
       Interest payable                                              35
                                                            ___________
                                                             $   35,212
                                                            ___________
                                    F-8
<PAGE>
                           WRAP-N-ROLL USA, INC.

                       NOTES TO FINANCIAL STATEMENTS

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTY

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

                                                December 31,
                                                   2001
                                                ____________
Accrued payroll - related party                 $    20,723
Accrued interest - related party                      704
                                              ____________
                                              $    21,427
                                              ___________

NOTE 5 - LONG-TERM DEBT

Long-term debt consisted of the following at:

                                                December 31,
                                                   2001
                                                ____________
Note payable to financing agency for
60 months at an interest rate of 3%,
secured by a vehicle with a net book
value of $26,660                                $    25,760

Less: Current portion                                (5,554)
                                                ___________

                                        $    20,206
                                                ___________

Maturity of long-term debt for the years ended:

                     December 31,   Principal Due
                     ____________   ___________
                         2002       $    5,554
                         2003            5,706
                         2004            5,872
                         2005            6,046
                         2006            2,582
                                    ___________
                                    $   25,760
                                    ___________

Interest expense for long-term debt for the years ended December 31, 2001 and
2000 amounted to $556 and $0, respectively.

NOTE 6 - CAPITAL STOCK

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

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

                       NOTES TO FINANCIAL STATEMENTS

NOTE 6 - CAPITAL STOCK [Continued]

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

NOTE 7 - SALES REVENUE

Sales revenue consisted of the following for the years ended:

                                 December 31,   December 31,
                                    2001            2000
                                 ___________    ___________
Installation revenues            $   252,406    $       -
Advertising revenues                   8,175            -
Joint agreements revenues                660            -
 Less: Returns, discounts and
  allowances                          (2,369)           -
                                 ___________    ___________
Sales revenue, net of returns,
  discounts and allowances       $   258,872    $       -
                                 ___________    ___________

NOTE 8 - OPERATING LEASES

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

Minimum future rental payments under the remaining non-cancelable operating
lease having a remaining term in excess of one year as of December 31, 2001
for the years ended and in aggregate are:

                      December 31,              Amount
                      ____________            ___________
                          2002                $    3,473
                          2003                     2,894
                          2004                        -
                          2005                        -
                          2006                        -
                                              ___________
Total minimum future rental payments:         $    6,367
                                              ___________

Rental payments for the years ended December 31, 2001 and 2000 amounted to
$4,021 and $1,706, respectively.

                                    F-10
<PAGE>
                           WRAP-N-ROLL USA, INC.

                       NOTES TO FINANCIAL STATEMENTS

NOTE 9 - INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".  SFAS
No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards.  At December 31, 2001, the Company
has available unused operating loss carryforwards of approximately $50,100,
which may be applied against future taxable income and which expire in various
years through 2021.

The amount of and ultimate realization of the benefits from the operating loss
carryforwards for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined.  Because of the uncertainty surrounding
the realization of the loss carryforwards the Company has established a
valuation allowance equal to the tax effect of the loss carryforwards and,
therefore, no deferred tax asset has been recognized for the loss
carryforwards.  The net deferred tax assets are approximately $17,000 and
$4,500 as of December 31, 2001 and 2000, respectively, with an offsetting
valuation allowance of the same amount resulting in an increase in the
valuation allowance of approximately $12,500 during the year ended December
31, 2001.

NOTE 10 - RELATED PARTY TRANSACTIONS

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

Notes Receivable - On July 1, 2001, the Company extended a receivable of
$15,027 into a note receivable.  On August 1, 2001 the Company signed a note
receivable with an officer/shareholder of the Company for $2,500.  Both notes
accrue interest at 7% per annum and are due on demand.  At December 31, 2001,
accrued interest amounted to $523.  During the year ended December 31, 2001,
the Company applied rent and utilities/miscellaneous expenses totaling $2,400
and a $1,000 down payment made on behalf of the Company against the principal
of the two notes, consequently, principal of $14,127 was owed at December 31,
2001 [See below and Note 13].

Purchase Agreement - On April 21, 2001, the Company purchased a new van for
$31,365 to replace one of its leased cars.  To finance the purchase, an
officer/shareholder/employee of the Company paid a down payment of $1,000 to
the financing agency.  The Company also assigned the operating lease for the
original car to the financing agency and recognized a $1,500 gain.  The
remaining $28,865 was financed through the financing agency in the name of the
officer/shareholder/employee at an interest rate of 3%.  The agreement was
negotiated in the name of the officer/shareholder/employee to take advantage
of certain conditions and financing arrangements that were unavailable to the
Company since it had only recently begun operations and had incurred losses
since inception.  The Company then purchased the van from the
officer/shareholder/employee on the same terms and conditions.  The agreement
requires the Company to make 60 monthly payments of $518 directly to the
financing agency beginning June 8, 2001.  At December 31, 2001, the Company
owed $25,760 on the purchase of the van [See Note 5].

                                    F-11
<PAGE>
                           WRAP-N-ROLL USA, INC.

                       NOTES TO FINANCIAL STATEMENTS

NOTE 10 - RELATED PARTY TRANSACTIONS [Continued]

Notes Payable - As of July 31, 2001, the Company owed a shareholder of the
Company $812 for a note payable due April 1, 2002 accruing interest at 10% per
annum, $10,000 for a note payable due October 31, 2001 accruing interest at
10% per annum and $859 for interest that had accrued on the two notes payable.
On August 1, 2001, the Company extended the notes and related accrued interest
with an additional loan of $5,000 into a note payable of $16,671 due August 1,
2002.  The note accrues interest at 10% per annum.  Accrued interest amounted
to $704 at December 31, 2001.

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

Management Compensation - For the year ended December 31, 2000, the Company
did not pay any compensation to any officer/director of the Company.  On
January 1, 2001, the Company entered into an employment agreement with an
officer/director/employee of the Company to pay $1,000 per month.  On April 1,
2001, the Company increased the salary to $4,000 per month.  During the year
ended December 31, 2001, total compensation to the
officer/director/shareholder amounted to $39,184 [See Note 13].

Office Space/Utilities - During the year ended December 31, 2000, the Company
did not have a need to rent office space.  On January 1, 2001, the Company
entered into a rental/utilities agreement with an officer/director/employee of
the Company allowing the Company to use office space in his home for the
operations of the Company at a base rent of $100 per month.  The Company also
agreed to pay the officer/director/employee of the Company a base
utilities/miscellaneous expense of $100 per month designated for but not
limited to heat, power, water, sewer, garbage collection, recycling, phone,
fax, Internet, computer, printer and any other office items needed for the
operations of the Company, not currently being paid by the Company. On
September 1, 2001, the company decided to begin paying the rent and utilities
as funds are available.  As of December 31, 2001, the Company had applied
$2,400 in rent and utilities/miscellaneous expenses toward the two notes
receivable from the officer/director/employee [See above and Note 13].

NOTE 11 - GOING CONCERN

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

                                    F-12

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

                       NOTES TO FINANCIAL STATEMENTS

NOTE 12 - LOSS PER SHARE

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

                                                   For the Years Ended
                                                       December 31,
                                                _________________________
                                                   2001           2000
                                                __________     __________
     Loss from continuing operations available
     to common shareholders (numerator)         $  (36,713)    $  (10,942)
                                                __________     __________
     Weighted average number of common
     shares outstanding used in loss per share
     for the period (denominator)               11,000,000     11,000,000
                                                __________     __________

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

NOTE 13 - COMMITMENTS AND AGREEMENTS

Employment Agreement - On January 1, 2001, the Company entered into an
employment agreement with its sole officer and director.  The agreement
provided for a $1,000 per month salary for a period of three years commencing
January 1, 2001.  The expense was to accrue until the Company had achieved net
income of $50,000 at which time the Company would pay 50% of its net income
before tax towards reducing the accrued salary liability.  On April 1, 2001,
the Company increased the salary to $4,000 per month and decided to begin
paying the salary as funds are available.  During the year ended December 31,
2001, the Company accrued payroll of $20,723 and paid $18,461 to the
officer/director/employee.

Employment Agreement - On August 1, 2001, the Company entered into an
employment agreement with a new employee.  The agreement provides for a $3,000
per month salary for a period of one year commencing August 1, 2001.  During
the year ended December 31, 2001, the Company accrued payroll of $1,582 and
paid $13,846 to the employee.

Rental/Utilities Agreements - On January 1, 2001, the Company entered into
rental and utilities agreements with its sole officer and director.  The
agreements provide for payment of $100 per month for rent and $100 per month
for utilities and other incidentals on a month-to-month basis starting January
1, 2001.  The rent was to accrue until the Company had achieved net income of
$50,000, at which time the Company would pay 10% of its net income before tax
towards reducing the accrued rent liability.  The utilities portion was to
accrue until the Company elected to make payment.  On September 1, 2001, the
company decided to begin paying the rent and utilities as funds are available
[See Note 10].  During the year ended December 31, 2001, rent and
utilities/miscellaneous expenses totaled $2,400 and were applied toward two
notes receivable [See Note 10].

                                    F-13
<PAGE>
                           WRAP-N-ROLL USA, INC.

                       NOTES TO FINANCIAL STATEMENTS

NOTE 13 - COMMITMENTS AND AGREEMENTS [Continued]

Joint Agreements - On May 14, 2001, the Company entered into a joint agreement
with Jose Dicenzo ("JD") to provide advertising services.  The Company
provides advertisers and collection of payments.  JD provides a fleet of
vehicles available for wrapping, business referrals and vehicle wrapping.  The
Company and JD will evenly split the revenues.  The agreement is for one year
and may be extended or cancelled at any time by written mutual consent.
During the year ended December 31, 2001, the Company had no revenues as part
of this agreement.

On June 11, 2001, the Company entered into a joint agreement with Newspaper
Agency Corporation ("NAC") to provide advertising services.  The Company
provides advertisers, vehicle wrapping and collection of payments.  NAC
provides a fleet of vehicles available for wrapping and business referrals.
The Company and NAC evenly split the revenues.  The agreement is for one year
and may be extended or cancelled at any time by written mutual consent.
During the year ended December 31, 2001, the Company recognized $660 in
revenues as part of this agreement.

NOTE 14 - CONCENTRATIONS OF CREDIT RISK

Significant Customer - During the year ended December 31, 2001, the Company
had one customer that accounted for approximately 88% of the Company's
revenues.  The loss of this customer could adversely affect the Company's
business and financial position.

Geographic Region - During the year ended December 31, 2001, all of the
Company's sales and operations were located in and around Salt Lake City,
Utah.

                                    F-14
<PAGE>
----------------------------------------------------------------------------
Item 8.   Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure.
-----------------------------------------------------------------------------

     Not Applicable.  The Company has not had changes in and/or disagreements
with accountants on accounting and financial disclosure.


                                 PART III

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

The directors and executive officers currently serving us are as follows:

NAME                    AGE          POSITION HELD              SINCE
------                 -----        ---------------            -------

Cliff Halling            41         President, Secretary,        1999
                                     Treasurer and Director

     The directors named above will serve until our next annual meeting of
stockholders.  Thereafter, directors will be elected for one-year terms at the
annual stockholders' meeting.  Officers will hold their positions at the
pleasure of the board of directors or in accordance with any employment
agreement, the terms of which may be further described in this prospectus.
There is no arrangement or understanding between our directors and officers
and any other person pursuant to which any director or officer was or is to be
selected as a director or officer.

     Our directors and officers will devote such time to our affairs on an "as
needed" basis.  As a result, the actual amount of time, which they will devote
to our affairs, is unknown and is likely to vary substantially from month to
month.

Biographical Information

     Cliff Halling has over ten years experience in management, marketing and
training.  Mr. Halling has been our president, secretary and sole director
since June 1999.  During this period he was employed as a sales person by
Citybest.com, Inc., in Salt Lake City from March 2000 to August 2000, where he
sold to local businesses the right to advertise themselves through the
Citybest website, which aggregated listings for local businesses offering a
variety of products and services.  From July 1998 to June 1999, Mr. Halling
owned and operated as a sole proprietorship DirectShop.Net - an Internet Web
Site he developed to provide consumer exposure for retail firms.  From June
1997 through July 1998, Mr. Halling was employed to research and evaluate real
estate acquisitions for Canton Financial, a real estate and financial
consulting firm in Salt Lake City, Utah.  During this time Mr. Halling served
from February 20, 1998 to May 1, 1998 on the Board of Directors of Flexweight
Corporation, a shell public company seeking a business opportunity in which to
participate.  Mr. Halling resigned as a director before Flexweight acquired
any interest in a business.  From November 1995 through May 1997, Mr. Halling
was employed by United Parcel Service, West Valley City, Utah, to train and
supervise approximately 20 package examiners.


                                                                           15

<PAGE>
Section 16(a) Filing Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires officers
and directors of Wrap-N-Roll and persons who own more than ten percent (10%)
of a registered class of its equity securities to file reports of ownership
and changes in their ownership on Forms 3, 4, and 5 with the Securities and
Exchange Commission, and forward copies of such filings to Wrap-N-Roll.  Based
on the copies of filings received by Wrap-N-Roll, Cliff Halling, our sole
officer, director, and beneficial owner of more than ten percent of the equity
securities of Wrap-N-Roll registered pursuant to Section 12 of the Securities
Exchange Act of 1934 was late in filing his Form 3, did not file a Form 4
reporting one sale of common stock to his relatives, and was late in filing a
Form 5 where he reported the sale transaction to relatives, which he failed to
file on Form 4.

Exclusion of Liability

     The Nevada Corporation Act excludes personal liability for its directors
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty, acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of the Nevada Corporation Act, or
any transaction from which a director receives an improper personal benefit.

     This exclusion of liability does not limit any right, which a director
may have to be indemnified, and does not affect any director's liability under
federal or applicable state securities laws.

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

     We have only one executive officer, Cliff Halling who serves as our
president, secretary, and treasurer.  No compensation was paid to Mr. Halling
for his services in any of the three fiscal years ended December 31, 2000,
1999, and 1998.

     On January 1, 2001, we entered into a three-year Employment Agreement
with Cliff Halling for his services as president, secretary, and treasurer.
Under the original agreement Mr. Halling received a monthly salary of $1,000,
which we would accrue until we achieved net income of $50,000, at which time
Wrap-N-Roll would pay 50 percent of net income before tax towards reducing the
accrued salary.  On April 1, 2001, we revised the agreement to provide for a
monthly salary of $4,000, and agreed to begin paying salary as funds were
available.  Between April and the end of December 2001, we paid $18,461 to Mr.
Halling, and at December 31, 2001, the amount of unpaid salary was $20,723.
Under the Employment Agreement Mr. Halling is entitled to participate in any
life insurance, stock option, retirement, pension, or profit-sharing programs
we establish for the benefit of employees, but we have yet to establish any
such benefits or plans and have no intention of doing so at the present time.
Wrap-N-Roll has the right to terminate the Employment Agreement on thirty days
written notice in the event of a sale of substantially all our assets, the
sale or disposition of shares representing more than 50 percent of the
outstanding common stock of Wrap-N-Roll, or a merger or consolidation after
which our stockholders immediately prior to the transaction hold less than 50
percent of the issued and outstanding shares after the transaction.

     We have no "key person" life insurance coverage on the life of our sole
officer and director, and have no present intention to purchase such coverage,
due to its prohibitive cost.


                                                                           16

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

     The following table sets forth, as of the date of this prospectus, the
number of shares of common stock owned of record and beneficially by executive
officers, directors and persons who hold five percent or more of our
outstanding common stock.  Also included are the shares held by all executive
officers and directors as a group.  The only person who holds more than five
percent of our stock is our sole officer and director.

                              AMOUNT AND NATURE OF
NAME OF BENEFICIAL OWNER      BENEFICIAL OWNER         PERCENT OF CLASS
------------------------      --------------------     ----------------

Cliff Halling                      9,990,000                90.8%
1056 East Platinum Way
Sandy, Utah 84094

All Executive Officers &
Directors as a Group
(One Person)                       9,990,000                90.8%

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

     Effective June 1, 1999, we issued to Cliff Halling, an officer and
director, a total of 10,000,000 shares of common stock for $10,000 cash.

     During the fourth quarter of calendar year 2000, we made several
non-interest bearing advances to Cliff Halling, our president, totaling
$7,230.  During the first six months of 2001 we made further advances totaling
$12,797, and during this period $5,000 of the advances were repaid to us, so
that the total amount of the outstanding advances was $15,027.  On July 1,
2001, Mr. Halling issued to us a note in the principal amount of $15,027
bearing interest at the rate of seven percent per annum that is payable on
demand to memorialize his obligation to Wrap-N-Roll.  Mr. Halling paid $1,000
for our benefit to an unrelated financing agency in connection with the
purchase of our new van in April 2001.  This payment was applied to reduce his
outstanding note obligation payable to us.  In July 2001, we made further
advances to Mr. Halling totaling $2,500, which are represented by a note in
that amount dated August 1, 2001, bearing interest at the rate of seven
percent per annum that is payable on demand.  A payment of $2,400 due to Mr.
Halling under our Rental/Utilities Agreement with him was applied to reduce
his obligations to Wrap-N-Roll.  Consequently, at December 31, 2001, Mr.
Halling was indebted to us on the notes in the amount of $14,127, plus accrued
interest of $523.  During the year ended December 31, 2001, our receivables
from Mr. Halling increased by $7,420 as a result of the advances made to him
during that period and the interest accrued on the note dated August 1, 2001.

     During the year ended December 31, 2001, our accounts payable to Mr.
Halling increased by $20,723 which is attributable entirely to salary that was
accrued but not paid to Mr. Halling during the period.

     Wrap-N-Roll had two cars under operating leases expiring 2003.  On April
21, 2001, we purchased a new van for $31,365 to replace one of the cars.  To
finance the purchase, Wrap-N-Roll assigned the operating lease for one of its
original cars to an unrelated financing agency and recognized a $1,500 gain,


                                                                           17

<PAGE>
Cliff Halling paid $1,000 to the financing agency, and Mr. Halling obtained
financing for the remaining $28,865 of the purchase price in his own name to
take advantage of certain conditions and financing arrangements that were
unavailable to us because we had only recently commenced operations and had
incurred losses since inception.  Mr. Halling then assigned all interest in
the van and the financing obligation to us for no consideration other than
assumption of the financing obligation.  We are required to make 60 monthly
payments of $518 directly to the financing agency, which began in June 2001.

     Effective January 1, 2001, we entered into a month-to-month
Rental/Utilities Agreement with Cliff Halling for use of office space in his
home at a base rent of $100 per month, which we would accrue until we achieved
net income of $50,000, at which time Wrap-N-Roll would pay 10 percent of net
income before tax towards reducing the accrued rent.  We also agreed to pay a
base utilities/miscellaneous expense of $100 per month for heat, power, water,
sewer, garbage collection, recycling, phone, fax, Internet, computer use, and
any other office items needed for the operations of Wrap-N-Roll, which we had
the right to accrue until we decided to pay it.  In September we decided to
begin paying both the rent and utilities/miscellaneous expense, as funds are
available.

     In September 1997, Wrap-N-Roll issued 1,000,000 shares to Ken Kurtz, our
founding director, for services rendered in connection with our formation
valued at $1,000.  Consequently, Mr. Kurtz is a promoter with respect to
Wrap-N-Roll.  Mr. Kurtz has loaned funds to Wrap-N-Roll to cover
administrative expenses.  As of July 31, 2001, we had two notes payable to Mr.
Kurtz in the total amount of $12,212.  One note for $812 was due April 1,
2002.  The second note for $10,000 was due October 31, 2001.  Both notes
accrued interest at 10 percent per annum.  The third note for $1,400 was
repaid in July 2001, with interest of $35.  Accrued interest on the two notes
amounted to $859 at July 31, 2001.  On August 1, 2001, the first two notes,
their related accrued interest, and an additional loan of $5,000 were extended
into a new note in the principal amount of $16,671 accruing interest at the
rate of 10 percent per annum that is due August 1, 2002.  As a result of these
transactions we realized proceeds from notes payable to Mr. Kurtz of $6,400
during the year ended December 31, 2001, consisting of a loan for $1,400 we
repaid in July 2001 and the loan of $5,000. We further recognized interest
expense on the notes payable to Mr. Kurtz of $1,370 for the year ended
December 31, 2001.  Accrued interest on the new note issued August 1, 2001 was
$704 at December 31, 2001.

     In September 2001, Ken Kurtz entered into a plea agreement in a criminal
case pending in the United States District Court, District of Nevada, case no.
CR-S-00-193-KJD, pursuant to which he pled guilty to one criminal count of
making a false income tax return with respect to his failure to report income
on stock transactions effected through an off shore business entity.

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

(a)  Exhibits.  Exhibits required to be attached by Item 601 of Regulation
     S-B are listed in the Index to Exhibits, which is incorporated herein by
     reference.

(b)  Reports on Form 8-K.  No reports on Form 8-K have been filed during the
     last quarter of the period covered by this report.


                                                                           18

<PAGE>
-----------------------------------------------------------------------------
SIGNATURES
-----------------------------------------------------------------------------

     In accordance with Section 13 or 15(d) of the Exchange Act, this report
has been signed below by the following persons on behalf by the undersigned
thereunto duly authorized.


                                   WRAP-N-ROLL USA, INC.


                                     /S/ CLIFF HALLING
                                   -----------------------------------
Date: April 15, 2002               By: Cliff Halling, President, Secretary
                                                       Treasurer, 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.

                                     /S/ CLIFF HALLING
                                   -----------------------------------
Date: April 15, 2002               By: Cliff Halling, Director



                                                                           19

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

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

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

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

3.3       *1*       Bylaws of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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


*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.


                                                                           20

<PAGE>
*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.



                                                                           21