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, 2002.

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

Commission File Number: 000-29445

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

              Nevada                                  84-1432450
             --------                                ------------
  (State or Other Jurisdiction of                  (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, 2002 were
$59,111.

     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.

     As of March 3, 2003, there were 10,550,000 shares of common
stock ($0.001 par value) issued and outstanding.

                                1
<PAGE>


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


                                      PART I

Item Number and Caption                                                  Page

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

Item 2.  Description of Property. . . . . . . . . . . . . . . . . . . . .  9

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 . . . . 10

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 . . . . . . . . . . . . . . . . . . . . 33


                                     PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act. . . . . . . . 33

Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . 34

Item 11.  Security Ownership of Certain Beneficial Owners and Management. 35

Item 12.  Certain Relationships and Related Transactions. . . . . . . . . 35

Item 13.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . 36

Item 14.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . 36

         Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . .  37

         Index to Exhibits. .  . . . . . . . . . . . . . . . . . . . . .  38





                                2
<PAGE>


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.  We
were not engaged in any active business operations until October
2000.  In October 2000 we developed and began implementing a
business plan for marketing specialty advertising services.  On
November 17, 2000, we changed our name to Wrap-N-Roll USA, Inc.
to better suit our business.

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 the 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.

     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
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.


                                3
<PAGE>

     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 a printer 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
as required to fulfill our purchase orders on a timely basis.

     We have been using the services of local 3M certified
installers.  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 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 its own warranty or
guarantee of performance.

     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.


                                4
<PAGE>

     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

     *    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

                                5
<PAGE>

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, we 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 van 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 approximately 150 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 term 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.

     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.


                                6
<PAGE>

     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.

     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.  If we
can afford to, 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-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 our large format graphic advertising.  We
do not intend to rely on our website or the Internet as the
primary method for marketing or advertising.

     Additionally, as our financial resources grow, we expect to
attract a portion of our clientele through publicity generated by
radio, television and newspaper because of 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 was for an initial term
of one year

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<PAGE>

and expired in June 2002. The company is not currently
negotiating to extend this agreement.  We were negotiating a
joint agreement with the Standard Examiner to provide advertising
services, however at September 30, 2002 the Company terminated
negotiations and previous receivables of $382 recognized as part
of the anticipated agreement were determined to be uncollectible
and expensed as bad debts.

     In May 2001, we entered into a joint agreement with Jose
Dicenzo, which was essentially identical to our agreement with
the Newspaper Agency Corporation.  We anticipated that Mr.
Dicenzo would provide 20 panel trucks for the advertising and
most of our advertising sales activity under this agreement would
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, however Mr. Dicenzo was never able to obtain the trucks and
therefore the agreement was terminated.

     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 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, on an increasing level, with 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,
on a more frequent basis, with printing companies that provide
large format printing services on vinyl substrates.

     Our printers offer their services generally to anyone
requiring large format printing.  Some may have an established
sales force proactively pursuing direct sales of advertising to
businesses using large format graphic displays.  They 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.


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<PAGE>

     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 one full-time employee, who is also is our
President.  At the beginning of 2002 we had one other salaried
sales person whose employment was later terminated.  Our staff is
adequate for our currently minimal level of operations.  However,
the fact that we have only one person marketing our advertising
services means that our ability to exploit our market is limited
by the hours this individual 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 it is unlikely we can exceed
our prior year's revenues.  If we are successful in growing our
business, 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.
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     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 2003, 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.


                                9
<PAGE>

     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.

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Item 3.   Legal Proceedings.
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     In the fourth quarter of 2002 Prografix, a printing company,
filed a complaint against us in the Third District Court for Salt
Lake County for amounts due by us related to printing services.
In the first quarter of 2003, Prografix obtained a default
judgement against us in the amount of $34,682.47.

     In the first quarter of 2003 Metro Display, a printing
company, filed a complaint against us for amounts due by us
related to printing services totaling approximately $4,747. This
action is still pending.

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

     No other claims are pending or have been threatened.


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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, 2002.


                                 PART II

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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 report, 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

                                10
<PAGE>

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, since 88 percent
of our sales revenue during the year ended 2001 was derived from
a single customer, the Newspaper Agency Corporation, the loss of
this customer during 2002 has resulted in a substantial reduction
in our sales revenue.  If our belief about the market for our
product is wrong or if we are unable to find other customers to
replace the revenue of the Newspaper Agency Corporation, then our
sales revenues will likely continue to stagnate or decrease and
our ability to sustain and develop the business will be
substantially impaired.  In these circumstances we would likely
need to seek outside financing to sustain our operations, and we
do not know whether financing would be available on acceptable
terms.  The foregoing factors raise substantial doubt about our
ability to continue as a going concern.

Results of Operations
For the Calendar Years Ended December 31, 2002 and 2001

     For the calendar year ended December 31, 2002 and 2001, Wrap-
N-Roll had sales revenue of $59,111 and $258,872, respectively.
The decrease in sales revenue is a result of the loss of one of
our largest customers, the Newspaper Agency Corporation.

     Revenue has remained consistent since the first quarter
2002, so that our average monthly revenue rate over the twelve
months of 2002 was approximately $4,926.  Our goal is to increase
monthly revenue by at least 10 percent each month over the next
12 months.  This has been our goal for the past year, but with
the loss of revenue from our largest customer, we failed to reach
this goal by a substantial margin.  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 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. The
revenue we generate internally from marketing our specialty
advertising products with our current personnel and resources may
not be adequate to cover our costs of production and operating

                                11
<PAGE>

expenses through the next 12 months.

     For the calendar year ended December 31, 2002, our cost of
goods sold was $69,397 or 117 percent of sales revenue for the
calendar year.  This increase in cost of goods sold was largely
due to orders that were canceled after printing was completed and
before installation was completed.  Cost of goods sold includes
$53,098 for the cost of production of the advertising material we
sell and its installation; $15,629 for automobile costs,
including lease, depreciation, insurance, fuel and service; and
$670 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 $103,934 for the calendar year ended
December 31, 2002, compared to $96,859 for the calendar year
ended December 31, 2001.  Selling expenses were $31 for the
calendar year ended December 31, 2002, compared to $925 for the
calendar year ended December 31, 2001.

     Our operating expenses consisted 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.  The total salary expense for Cliff
Halling, our president, was $45,600 through December 31, 2002, or
77 percent of sales revenue.  We paid to our sales person a
salary of $3,000 per month, which began August 2001 and ended
October 2002.  The total salary expense for our sales personnel
was $30,462. Office expenses, including employee benefits, taxes
and licenses and travel and entertainment, totaled $14,155 during
the calendar year ended December 31, 2002.  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, 2002 was $2,400.  Professional fees were $11,317
during the calendar year 2002.

     Wrap-N-Roll had two cars under operating leases expiring
2003.  On April 21, 2001, we purchased a new van to replace one
of the cars.  To finance the purchase, Cliff Halling, our sole
officer and director, paid $1,000 to the financing agency.  This
payment made by Mr. Halling for our benefit was applied to reduce
his outstanding obligations payable to us.  Wrap-N-Roll also
assigned the operating lease for the original car to the
financing agency and recognized a $1,500 gain on the assignment.
The remaining $28,865 was financed through an unrelated financing
agency at an effective interest rate of 2.90 percent.  Gain on
assignment of operating lease for the calendar year ended
December 31, 2002 was $0, and was $1500 for the comparable period
in 2001.

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

     As a result of the foregoing factors, Wrap-N-Roll realized a
net loss of $119,939 for the calendar year ended December 31,
2002 compared to a net loss of $36,713 for the calendar year
ended December 31, 2001.  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 2002 and 2001 was $0.01 and $0.00 respectively.

Liquidity and Capital Resources
For the Calendar Years Ended December 31, 2002 and 2001

     At December 31, 2002, we had a working capital deficit of
$164,247 compared to a working capital deficit of $45,507 at
December 31, 2001.


                                12
<PAGE>

     Current assets consist primarily of cash in the amount of
$247, and notes receivable from Cliff Halling, our president and
sole director, in the amount of $10,916.  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 $8,095 on the notes, so
that the outstanding balance at December 31, 2002, was $9,432
with accrued interest of $1,484.  We do not have any present
intention of making further advances to Mr. Halling.

     Current liabilities total $175,410 and consist primarily of
$90,995 in accounts payable and accrued expenses, $49,543 of
accounts payable and accrued related party expenses, $29,171 on
the current portion due of notes payable and $5,701 of current
portion of a long-term debt incurred to purchase our van.

     The $29,171 is in the form of three separate promissory
notes, all to a former shareholder or an entity controlled by a
former shareholder.  The first note, dated August 1, 2002 is in
the amount of $16,671 and is due on demand, bearing interest at
the rate of 10% per annum.  The second note dated July 30, 2002
is in the amount of $10,000 and is due on demand, bearing
interest at the rate of 10% per annum.  The third note dated
October 17, 2002 is in the amount of $2,500 and is due on demand,
bearing interest at the rate of 10% per annum.
     In March of 2003, a period subsequent to our year-end
December 31, 2002 a former shareholder loaned us an additional
$6,400 bearing interest at 10% per annum, payable on demand.

     In January 2003, a period subsequent to our year-end
December 31, 2002, we entered into an agreement to secure the
liability of one of our debtors. This security agreement is in
the amount of $10,125.68 and is secured by a first lien on our
assets with the exception of our Company van, which is pledged to
the loaning finance company.  The August 2002 and July 2002 notes
along with accrued interest that were due to a former shareholder
were also secured in January 2003 by a second and third lien
against our assets, respectively.  The amounts underlying these
secured positions totaling $39,296.00, excluding the van, are
payable in full May 30, 2003 and are accruing interest at a rate
of 8% per annum.

     Long-term debt at December 31, 2002, consisted of $15,132
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 $20,387.

     Currently our obligations substantially exceed our assets.
While the parties holding secured positions have not threatened
any action against us, there can be no assurances they will not
do so in the future.  Such actions could have a serious if not
fatal effect on us.

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


                                13
<PAGE>

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

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

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

     Filed herewith are the Company's audited financial
statements for the calendar years ended December 31, 2002 and
2001.










                  [THIS AREA WAS INTENTIONALLY LEFT BLANK]


                                14
<PAGE>





                      WRAP-N-ROLL USA, INC.

                      FINANCIAL STATEMENTS

                        DECEMBER 31, 2002

                            CONTENTS

                                                              PAGE

        -  Independent Auditors' Report                        16


        -  Balance Sheet, December 31, 2002                    17


        -  Statements of Operations, for the years
            ended December 31, 2002 and 2001                   18


        -  Statement of Stockholders' Equity (Deficit),
            for the years ended December 31, 2002
            and 2001                                           19


        -  Statements of Cash Flows, for the years
            ended December 31, 2002 and 2001                 20 - 21


        -  Notes to Financial Statements                     22 - 32



<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, 2002, and the related statements  of
operations, stockholders' equity (deficit) and cash flows for the
years   ended  December  31,  2002  and  2001.   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  in  the United  States  of  America.   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, 2002, and the results of  its
operations  and its cash flows for the years ended  December  31,
2002  and  2001, in conformity with generally accepted accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  10  to  the financial statements, the Company has  incurred
losses  since its inception and has current liabilities in excess
of  current assets.  These factors raise substantial doubt  about
the  ability  of  the  Company to continue as  a  going  concern.
Management's plans in regards to these matters are also described
in  Note  10.   The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome   of   these
uncertainties.




PRITCHETT, SILER & HARDY, P.C.

March 3, 2003
Salt Lake City, Utah


<PAGE>

                      WRAP-N-ROLL USA, INC.

                          BALANCE SHEET


                             ASSETS

                                                             December 31,
                                                                 2002
                                                             ____________
CURRENT  ASSETS:
  Cash                                                       $        247
  Related party receivable                                          1,484
  Notes receivable - related party                                  9,432
                                                             ____________
        Total Current Assets                                       11,163

PROPERTY AND EQUIPMENT, net                                        20,387
                                                             ____________
                                                             $     31,550
                                                             ____________


         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                      $     90,995
  Accounts payable and accrued expenses
    - related party                                                49,543
  Note payable - related party                                     29,171
  Current portion of long-term debt                                 5,701
                                                             ____________
        Total Current Liabilities                                 175,410

LONG-TERM DEBT, less current portion                               15,132
                                                             ____________
        Total Liabilities                                         190,542
                                                             ____________

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


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

                                17
<PAGE>

                      WRAP-N-ROLL USA, INC.

                    STATEMENTS OF OPERATIONS


                                                     For the Year Ended
                                                        December 31,
                                                   ______________________
                                                      2002        2001
                                                   __________  __________

SALES REVENUE, net of returns,
  discounts and allowances                         $   59,111  $  258,872

COST OF GOODS SOLD                                     69,397     196,765
                                                   __________  __________
GROSS PROFIT (LOSS)                                   (10,286)     62,107
                                                   __________  __________
EXPENSES:
  Selling                                                  31         925
  General and administrative                          103,934      96,859
                                                   __________  __________
      Total Expenses                                  103,965      97,784
                                                   __________  __________

LOSS BEFORE OTHER INCOME (EXPENSE)                   (114,251)    (35,677)
                                                   __________  __________

OTHER INCOME (EXPENSE):
  Gain on assignment of operating lease                     -       1,500
  Interest income - related party                         961         523
  Interest expense - related party                     (2,299)     (1,370)
  Interest expense                                     (4,350)     (1,689)
                                                   __________  __________
      Total Other Income (Expense)                     (5,688)     (1,036)
                                                   __________  __________

LOSS BEFORE INCOME TAXES                             (119,939)    (36,713)

CURRENT TAX EXPENSE                                         -           -

DEFERRED TAX EXPENSE                                        -           -
                                                   __________  __________

NET LOSS                                           $ (119,939) $  (36,713)
                                                   __________  __________

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






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

                                18
<PAGE>

                      WRAP-N-ROLL USA, INC.

           STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

         FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                      Preferred Stock   Common Stock     Capital in  Retained
                       _____________ ___________________ Excess of   Earnings
                       Shares Amount   Shares    Amount  Par Value  (Deficit)
                       ______ ______ __________ ________ __________ __________
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)

Common stock returned
 to the Company for
 cancellation, June
 2002                       -      -   (450,000)    (450)       450          -

Net loss for the year
 ended December 31,
 2002                       -      -          -        -          -   (119,939)
                       ______ ______ __________ ________ __________ __________
BALANCE, December 31,
 2002                       - $    - 10,550,000 $ 10,550 $      450 $ (169,992)
                       ______ ______ __________ ________ __________ __________
















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

                                19
<PAGE>

                      WRAP-N-ROLL USA, INC.

                    STATEMENTS OF CASH FLOWS


                                                     For the Year Ended
                                                        December 31,
                                                   ______________________
                                                      2002        2001
                                                   __________  __________
Cash Flows From Operating Activities:
 Net loss                                          $ (119,939) $  (36,713)
 Adjustments to reconcile net loss to net cash
   provided (used) by operating activities:
  Bad debt expense                                        382       2,269
  Depreciation expense                                  6,273       4,705
  Gain on assignment of operating lease                     -      (1,500)
  Non-cash expenses                                     2,400       2,400
  Changes in assets and liabilities:
    (Increase) decrease in accounts receivable            668      (3,349)
    (Increase) in related party receivable               (961)     (8,320)
    Increase in accounts payable and accrued
      expenses                                         55,783      33,802
    Increase in accounts payable and accrued
      expenses - related party                         28,224      21,909
                                                   __________  __________
      Net Cash Provided (Used) by Operating
        Activities                                    (27,170)     15,203
                                                   __________  __________

Cash Flows From Investing Activities:
 Payments for notes receivable                              -      (2,500)
 Receipts from notes receivable                         2,295           -
 Payments for property and equipment                        -     (29,368)
                                                   __________  __________
      Net Cash Provided (Used) by Investing
        Activities                                      2,295     (31,868)
                                                   __________  __________

Cash Flows From Financing Activities:
 Proceeds from notes payable - related party           12,392       6,400
 Payments on notes payable - related party                  -      (1,400)
 Proceeds from long-term debt                               -      29,368
 Payments on long-term debt                            (4,927)     (3,105)
                                                   __________  __________
      Net Cash Provided by Financing Activities         7,465      31,263
                                                   __________  __________

Net Increase (Decrease) in Cash                       (17,410)     14,598

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

Cash at End of Period                              $      247  $   17,657
                                                   __________  __________

Supplemental Disclosures of Cash Flow Information:
 Cash paid during the period for:
   Interest                                        $    1,263  $      556
   Income taxes                                    $        -  $        -


                           [Continued]

                                20
<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, 2002:

     In  2002, the Company applied expenses totaling $2,400 against
     notes receivable.

     In  June 2002, a shareholder returned 450,000 shares of common
     stock to the Company for cancellation.

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

  For the year ended December 31, 2001:

         In  April 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.

        In April 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.

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

         In  August  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 started 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.













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

                                21
<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.

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

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

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

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

                                22
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

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

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

  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 11].

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

  Recently  Enacted Accounting Standards - Statement  of  Financial
  Accounting  Standards ("SFAS") No. 141, "Business  Combinations",
  SFAS  No.  142, "Goodwill and Other Intangible Assets", SFAS  No.
  143, "Accounting for Asset Retirement Obligations", SFAS No. 144,
  "Accounting for the Impairment or Disposal of Long-Lived Assets",
  SFAS  No. 145, "Rescission of FASB Statements No. 4, 44, and  64,
  Amendment  of  FASB Statement No. 13, and Technical Corrections",
  SFAS  No.  146,  "Accounting for Costs Associated  with  Exit  or
  Disposal  Activities",  SFAS No. 147,  "Acquisitions  of  Certain
  Financial Institutions - an Amendment of FASB Statements  No.  72
  and  144  and  FASB  Interpretation No. 9",  and  SFAS  No.  148,
  "Accounting   for  Stock-Based  Compensation  -  Transition   and
  Disclosure  -  an  Amendment of FASB  Statement  No.  123",  were
  recently issued.  SFAS No. 141, 142, 143, 144, 145, 146, 147  and
  148  have no current applicability to the Company or their effect
  on the financial statements would not have been significant.

  Reclassification - The financial statements for periods prior  to
  December  31,  2002  have been reclassified  to  conform  to  the
  headings  and  classifications used  in  the  December  31,  2002
  financial statements.


                                23
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 2 - PROPERTY AND EQUIPMENT

  Property and equipment consisted of the following at:

                                                             December 31,
                                                                 2002
                                                             ____________
        Vehicles                                             $     31,365

        Less: Accumulated depreciation                            (10,978)
                                                             ____________
        Net Property and Equipment                           $     20,387
                                                             ____________

  Depreciation  expense for the years ended December 31,  2002  and
  2001 was $6,273 and $4,705, respectively.

NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

  Accounts payable and accrued expenses consisted of the
  following at:

                                                             December 31,
                                                                 2002
                                                             ____________
        Accounts payable                                     $     69,840
        Accrued payroll, taxes and withholdings                    21,130
        Interest payable                                               25
                                                             ____________
                                                             $     90,995
                                                             ____________

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTY

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

                                                             December 31,
                                                                 2002
                                                             ____________
        Accrued payroll - related party                      $     46,674
        Accrued interest - related party                            2,869
                                                             ____________
                                                             $     49,543
                                                             ____________

                                24
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 5 - LONG-TERM DEBT

  Long-term debt consisted of the following at:

                                                             December 31,
                                                                 2002
                                                             ____________
        Note payable to financing agency for 60 months
        at an interest rate of 3%, secured by a vehicle
        with a net book value of $20,387                     $     20,833

        Less: Current portion                                      (5,701)
                                                             ____________
                                                             $     15,132
                                                             ____________

  Maturity of long-term debt for the years ended:

             December 31,         Principal Due
             ____________          ___________
                 2003              $     5,701
                 2004                    5,854
                 2005                    6,027
                 2006                    3,251
                 2007                        -
                                   ___________
                                   $    20,833
                                   ___________

  Interest  expense for long-term debt for the years ended December
  31, 2002 and 2001 amounted to $1,253 and $556, 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, 2002.

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

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

NOTE 7 - OPERATING LEASES

  The Company had two cars under operating leases expiring in 2003.
  In  April 2001, the Company purchased a van to replace one of the
  cars.  As part of the purchase, the Company assigned the lease of
  the original car to the financing agency [See Note 9].

                                25
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 7 - OPERATING LEASES [Continued]

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

             December 31,                         Amount
             ____________                       ___________
                 2003                           $     2,894
                 2004                                     -
                 2005                                     -
                 2006                                     -
                 2007                                     -
                                                ___________
       Total minimum future rental payments:    $     2,894
                                                ___________

  Rental  payments for the years ended December 31, 2002  and  2001
  amounted to $3,830 and $4,021, respectively.

NOTE 8 - INCOME TAXES

  The   Company  accounts  for  income  taxes  in  accordance  with
  Statement  of Financial Accounting Standards No. 109, "Accounting
  for  Income Taxes".  SFAS No. 109 requires the Company to provide
  a  net  deferred  tax asset or liability equal  to  the  expected
  future  tax benefit or expense of temporary reporting differences
  between  book  and  tax  accounting  methods  and  any  available
  operating  loss  or tax credit carryforwards.   At  December  31,
  2002,   the   Company   has  available  unused   operating   loss
  carryforwards  of  approximately $28,800, which  may  be  applied
  against  future taxable income and which expire in various  years
  through  2022.   If certain substantial changes in the  Company's
  ownership should occur, there will be an annual limitation on the
  amount of net operating loss carryforwards which can be utilized.

  At  December 31, 2002, the total of all deferred tax  assets  was
  approximately  $64,200  and  the  total  of  all   deferred   tax
  liabilities was $600.  The amount of and ultimate realization  of
  the benefits from the deferred tax assets for income tax purposes
  is  dependent, in part, upon the tax laws in effect,  the  future
  earnings of the Company, and other future events, the effects  of
  which   cannot   be  determined.   Because  of  the   uncertainty
  surrounding  the  realization  of  the  loss  carryforwards,  the
  Company  has  established a valuation allowance of  approximately
  $63,600.    The  net  change  in  the  valuation  allowance   was
  approximately $43,500 during the year ended December 31, 2002.


                                26
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES [Continued]

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

                                                             December 31,
                                                                 2002
                                                             ____________
         Excess of tax over financial
           accounting depreciation                           $      1,126
         Accrued compensation                                      25,168
         Accounts payable                                          26,050
         Accrued interest                                           1,080
         Interest receivable                                         (553)
         Net operating loss carryover                              10,744

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

                                                             December 31,
                                                                 2002
                                                             ____________
         Current income tax expense:
           Federal                                           $          -
           State                                                        -
                                                             ____________
         Net current tax expense                             $          -
                                                             ____________

         Deferred tax expense (benefit) resulted from:
           Excess of tax over financial
             accounting depreciation                         $       (512)
           Accrued Compensation                                   (16,764)
           Accounts payable                                       (14,599)
           Allowance for bad debts                                    678
           Accrued interest expense                                  (804)
           Accounts receivable                                     (1,070)
           Interest receivable                                        358
           Net operating loss carryover                           (10,744)
           Valuation allowance                                     43,457
                                                             ____________
         Net deferred tax expense                            $          -
                                                             ____________

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

                                27
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES [Continued]

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

                                                             December 31,
                                                                 2002
                                                             ____________
         Computed tax at the expected
           federal statutory rate                                   34.00%
         State income taxes, net of federal benefit                  3.30
         Valuation allowance                                       (36.23)
         Other                                                      (1.07)
                                                             ____________
         Effective income tax rates                                  0.00%
                                                             ____________

NOTE 9 - 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,  2002,  accrued
  interest  amounted  to  $1,484.  As of  December  31,  2002,  the
  Company  had  applied  rent and utilities/miscellaneous  expenses
  totaling $4,800 and a $1,000 down payment made on behalf  of  the
  Company  against  the  principal  of  the  two  notes,  plus  the
  officer/shareholder  repaid $2,295,  resulting  in  principal  of
  $9,432 owed at December 31, 2002 [See below].

  Purchase  Agreement - On April 21, 2001, the Company purchased  a
  van  for  $31,365 to replace one of its leased cars.  To  finance
  the  purchase, an officer/shareholder of the Company paid  $1,000
  to  the  financing agency and the Company assigned its  operating
  lease to the financing agency and recognized a $1,500 gain.   The
  remaining  $28,865 was financed through the financing  agency  in
  the  name of the officer/shareholder at an interest rate  of  3%.
  The    agreement   was   negotiated   in   the   name   of    the
  officer/shareholder to take advantage of certain  conditions  and
  financing arrangements that were unavailable to the Company.  The
  Company  then  purchased the van from the officer/shareholder  on
  the  same  terms  and  conditions.  The  agreement  requires  the
  Company  to  make  60 monthly payments of $518  directly  to  the
  financing  agency beginning June 8, 2001.  At December 31,  2002,
  the Company owed $20,833 on the purchase of the van [See Note 5].

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

                                28
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 9 - RELATED PARTY TRANSACTIONS [Continued]

  Notes  Payable - As of July 31, 2001, the Company owed  a  former
  shareholder of the Company $812 for a note payable due  April  1,
  2002  accruing  interest at 10% per annum,  $10,000  for  a  note
  payable  due October 31, 2001 accruing interest at 10% per  annum
  and  $859 for interest that had accrued on the two notes payable.
  On  August  1, 2001, the Company extended the notes  and  related
  accrued  interest with an additional loan of $5,000 into  a  note
  payable of $16,671 that was due August 1, 2002.  The note accrues
  interest  at  10%  per annum.  On August 1, 2002,  the  note  was
  extended  to  be  due  on demand.  Accrued interest  amounted  to
  $2,360 at December 31, 2002.

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

  On April 15, 2002, the Company signed a $5,000 note payable to an
  entity  controlled by a former shareholder of the  Company.   The
  note accrued interest at 10% per annum and was due on demand.  On
  July  30,  2002,  the Company extended the note, a  $1,000  loan,
  related accrued interest of $108 and an additional loan of $3,892
  into a new note payable of $10,000.  The note accrues interest at
  10% per annum and is due on demand.  Accrued interest amounted to
  $458 at December 31, 2002.

  On  October 17, 2002, the Company signed a $2,500 note payable to
  a  former  shareholder of the Company.  The note accrues interest
  at 10% per annum and in due on demand.  Accrued interest amounted
  to $51 at December 31, 2002.

  Management Compensation - On January 1, 2001, the Company entered
  into  an employment agreement with an officer/shareholder of  the
  Company  to  pay $1,000 per month for three years.  On  April  1,
  2001,  the  Company  increased the salary to  $4,000  per  month.
  During  the years ended December 31, 2002 and 2001, respectively,
  the  Company  accrued  payroll of $24,369 and  $22,305  and  paid
  $21,231 and $18,462 to the officer/shareholder.

  Office  Space/Utilities - On January 1, 2001, the Company entered
  into  rental and utilities agreements with an officer/shareholder
  of  the  Company allowing the Company to use office space in  his
  home for the operations of the Company at a base rent of $100 per
  month  and a base utility expense of $100 per month.  During  the
  years  ended  December  31, 2002 and 2001, the  Company  expensed
  $2,400     and    $2,400,    respectively,    as     rent     and
  utilities/miscellaneous expenses which have been applied  against
  the    principal    of    two   notes   receivable    from    the
  officer/shareholder [See above].


                                29
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 10 - GOING CONCERN

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

NOTE 11 - LOSS PER SHARE

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

                                                     For the Year Ended
                                                        December 31,
                                                   ______________________
                                                      2002        2001
                                                   __________  __________
    Loss from operations available to common
     shareholders (numerator)                      $ (119,939) $  (36,713)
                                                   __________  __________
    Weighted average number of common
    shares outstanding used in loss per share
    for the period (denominator)                   10,742,329  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 12 - COMMITMENTS AND CONTINGENCIES

  Employment  Agreement - On August 1, 2001,  the  Company  entered
  into  an  employment agreement with an employee.   The  agreement
  provided  for a $3,000 per month salary for a period of one  year
  commencing August 1, 2001.  The employment agreement continued on
  a month-to-month basis.  In November 2002, the Company terminated
  the  employment agreement.  During the years ended  December  31,
  2002  and  2001,  respectively, the Company  accrued  payroll  of
  $20,769 and $1,703 and paid $9,692 and $13,846 to the employee.

  Joint  Agreements - On May 14, 2001, the Company entered  into  a
  one-year  joint  agreement with Jose Dicenzo  ("JD")  to  provide
  advertising services and evenly split the revenues.  The  Company
  was to provide advertisers and collection of payments.  JD was to
  provide  a  fleet  of  vehicles available for wrapping,  business
  referrals  and vehicle wrapping.  No revenues were  generated  as
  part of this agreement.

                                30
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 12 - COMMITMENTS AND CONTINGENCIES [Continued]

  On  June  11,  2001, the Company entered into  a  one-year  joint
  agreement  with Newspaper Agency Corporation ("NAC")  to  provide
  advertising services and evenly split the revenues.  The  Company
  provided   advertisers,  vehicle  wrapping  and   collection   of
  payments.   NAC  provided  a  fleet  of  vehicles  available  for
  wrapping and business referrals.  During the years ended December
  31,  2002 and 2001, respectively, the Company recognized $350 and
  $660 in revenues as part of this agreement.

  The  Company was negotiating a six-month joint agreement with the
  Standard  Examiner  ("SE")  to provide advertising  services  and
  evenly  split the revenues.  The Company was expected to  provide
  advertisers, vehicle wrapping and collection of payments.  SE was
  expected  to  provide a fleet of vehicles available for  wrapping
  and  business  referrals.   The  Company  had  started  providing
  services  based  on the anticipated agreement.  The  Company  was
  unable  to  negotiate a joint agreement with SE and is no  longer
  providing  any services.  In settlement for use of  SE  vehicles,
  the Company paid all of the revenues generated from the use of SE
  vehicles plus $85.

  Litigation  -  In  December 2002, Prografix  International,  Inc.
  ["Prografix"],  a supplier of the Company, filed a  complaint  in
  the  Third District Court for Salt Lake County.  Prografix claims
  that  the Company has not paid for services rendered and seeks  a
  judgement  against the Company in the amount of  unpaid  invoices
  plus  interest.  Prografix subsequently obtained a  judgement  of
  $34,682 against the Company [See Note 14].

NOTE 13 - CONCENTRATIONS

  Significant Customers - The following table lists the percent  of
  sales  made  to each customer that accounted for 10% or  more  of
  total sales during the year ended December 31, 2002:

         Customer A       18%
         Customer B       11%

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

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

NOTE 14 - SUBSEQUENT EVENTS

  Notes Payable - On January 8, 2003, the Company signed an $18,755
  note  payable to a former shareholder of the Company.   The  note
  accrues  interest at 8% per annum, is due May  30,  2003  and  is
  secured by all the assets of the Company.

  On  January 8, 2003, the Company signed a $10,417 note payable to
  an entity controlled by a former shareholder of the Company.  The
  note accrues interest at 8% per annum, is due May 30, 2003 and is
  secured by all the assets of the Company.

                                31
<PAGE>

                      WRAP-N-ROLL USA, INC.

                  NOTES TO FINANCIAL STATEMENTS

NOTE 14 - SUBSEQUENT EVENTS [Continued]

  On  January 8, 2003, the Company signed a $10,126 note payable to
  Mark E. Lehman & Associates, PLLC.  The note accrues interest  at
  8%  per  annum,  is due May 30, 2003 and is secured  by  all  the
  assets of the Company.

  Litigation  -  In  February 2003, Metro Display,  LLC  ["MD"],  a
  supplier  of the Company, filed a complaint in the Third District
  Court  for Salt Lake County.  MD claims that the Company has  not
  paid  for  services  rendered and seeks a judgement  against  the
  Company in the amount of unpaid invoices plus collection costs.

  Loans  - In March 2003, a former shareholder of the Company  made
  loans  totaling  $6,400  to  the  Company.   The  amounts  accrue
  interest at 10% per annum and are due on demand.

  Judgement - In March 2003, the Third District Court for Salt Lake
  County  issued  a  judgement against the  Company  for  Prografix
  International, Inc. in the amount of $34,682.


                                32
<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            42         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.



                                33
<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.  At December 31,
2002, the amount of unpaid salary was $46,674.  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.

-----------------------------------------------------------------------------

                                34
<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                94.7%
1056 East Platinum Way
Sandy, Utah 84094

All Executive Officers &
Directors as a Group
(One Person)                       9,990,000                94.7%

-----------------------------------------------------------------------------
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, 2002,
Mr. Halling was indebted to us on the notes in the amount of
$9,432, plus accrued interest of $1,484.  During the year ended
December 31, 2002, our receivables from Mr. Halling decreased by
$3,734.

     During the year ended December 31, 2002, our accounts
payable to Mr. Halling increased by $25,952 to a total of $46,674
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, 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

                                35
<PAGE>

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.


-----------------------------------------------------------------------------
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.

-----------------------------------------------------------------------------
Item 14.   CONTROLS AND PROCEDURES
-----------------------------------------------------------------------------

     Within the 90 days prior to the filing of this report, the
Company's management, including the Company's Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness
of the design of the Company's disclosure controls and
procedures, as defined in Rules 13a-14(c) and 15d-14(c) under the
Securities and Exchange Act of 1934.  Based on that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are
effective.

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

                                36
<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 14, 2003               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 14, 2003               By: Cliff Halling, Director


                                37
<PAGE>

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

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

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

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

3.3       *1*       Bylaws of the Company.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.14     *10*      Note Payable in the form of a
                    Promissory Note Dated April 15, 2002 executed
                    by the Company.

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

                                38
<PAGE>

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

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

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


*1*  The listed exhibits are incorporated herein by this
reference to the Registration Statement on Form 10-SB, filed by
the Company with the Securities and Exchange Commission on
February 10, 2000.

*2*  The listed exhibit is incorporated herein by this reference
to the Annual Report on Form 10-KSB for the calendar year ended
December 31, 2000, filed by the Company with the Securities and
Exchange Commission on April 12, 2001.

*3*  The listed exhibit is incorporated herein by this reference
to the Quarterly Report on Form 10-QSB for the quarter ended June
30, 2000, filed by the Company with the Securities and Exchange
Commission on August 14, 2000.

*4*  The listed exhibit is incorporated herein by this reference
to the Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2000, filed by the Company with the Securities and
Exchange Commission on November 9, 2000.

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

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

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

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

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

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

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




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