UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-29445
(Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR
For the Period Ended December 31, 2005.
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended ________________
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: WRAP-N-ROLL USA, INC.
Former Name if Applicable: N/A
Address of Principal 1608 W 2225 S
Executive Office: Woods Cross, UT 84087
PART II - RULES 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or
expense, and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) [X]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth calendar day following
the prescribed due date.
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
The Company is in the process of completing its audited financial
statements for the year ended December 31, 2005, and believes that the subject
Annual Report will be available for filing on or before April 17, 2006.
PART IV - OTHER INFORMATION
(1) Name and address of person to contact in regard to this
notification:
Alex Ferries
1608 W 2225 S
Woods Cross, Utah 84087
Telephone: (801) 295-3400
(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 report(s) been filed? If the
answer is no, identify report(s).
[ ] Yes [X] No
10-KSB for the year ended December 31, 2004
10-QSB for the period ended March 31, 2005
10-QSB for the period ended June 30, 2005
10-QSB for the period ended September 30, 2005
(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 or
portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
eGene, Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: 3/31/06 /s/Alex Ferries
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Alex Ferries
President and Director