SECURITIES AND EXCHANGE COMMISSION - WASHINGTON, D.C.  20549

FORM 12b-25 - NOTIFICATION OF LATE FILING: FORM 10-QSB for the three
months ended March 31, 2003.

                Commission File Number:

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

                PART I.  Registrant Information

Full name of Registrant: WRAP-N-ROLL USA, INC.
Former Name: Not applicable

Address of principal office: c/o Cliff Halling, 1056 East Platinum Way,
Sandy, Utah 84094

               PART II.  Rule 12b-25 (b) and (c)

If the Report could not be filed without unreasonable effort or expense and
Registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed.

[x] (a) The reasons described in reasonable detail in Part III hereof could
not be eliminated without unreasonable effort or expense.

[x] (b) The subject Quarterly Report will be filed on or before the 5th
calendar day following the prescribed due date; and

[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) is attached, if applicable.

                      PART III.  Narrative

The Company needs additional time to complete the preparation of its
financial statements.

                  PART IV.  Other Information

(1) Name and telephone number of person to contact regarding this
notification:

     Cliff Halling                         (801) 576-8073

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
Registrant was required to file such reports, been filed?
[ X ] Yes      [   ] No

(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report?
[   ] Yes [ x ] No

WRAP-N-ROLL USA, INC. (Name of Registrant as specified in its
charter) has caused this notification be be signed on its behalf by the
undersigned thereunto duly authorized:



Dated: May 15, 2003
                                              By: /S/ Cliff Halling,
                                                      President