UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended June 30, 2004

( )   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                        Commission File Number 000-28255

                               PICK-UPS PLUS, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            Delaware                                    31-12440524
--------------------------------------------------------------------------------
   (State or other jurisdiction               (IRS Employer Identification No.)
 of incorporation or organization)

              4360 Ferguson Drive, Suite 120, Cincinnati, OH 45245
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (513) 943-4100
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

There were ______________ shares of the registrant's common stock outstanding as
of June 30, 2004.


Transitional Small Business Disclosure Format                 Yes    No  X
                                                                 ---    ---

<PAGE>

                               PICK-UPS PLUS, INC.


                                    - INDEX -



                                                                         PAGE(S)
PART I:  FINANCIAL INFORMATION:

Item 1 - Financial Statements
           Condensed Balance Sheets - June 30, 2004
            (unaudited) and  December 31, 2003                              3

           Condensed Statements of Operations
            - Three and Six Months Ended
            June 30, 2004 and 2003 (unaudited)                              4

           Condensed Statements of Cash Flows
            - Six Months Ended June 30, 2004
            and 2003 (unaudited)                                            5

           Notes to Interim Condensed Financial Statements              6 - 9

Item 2 - Management's Discussion and Analysis of
          Financial Condition and Results of Operations               10 - 11

Item 3 - Controls and Procedures                                           11

PART II:  OTHER INFORMATION                                                12

SIGNATURES                                                                 13

EXHIBITS


<PAGE>

<TABLE>
<CAPTION>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               PICK-UPS PLUS, INC.
                                 BALANCE SHEETS

                                   - ASSETS -

                                                                                    JUNE 30, 2004   December 31,
                                                                                     (UNAUDITED)       2003
                                                                                     -----------    -----------
CURRENT ASSETS:
<S>                                                                                  <C>            <C>
     Cash                                                                            $     7,196    $     3,865
     Accounts  receivable - net of allowance for doubtful  accounts of $9,930
       and $5,930 for 2004 and 2003, respectively                                        147,784         17,281
     Inventories                                                                          74,255         66,915
     Prepaid expenses and other current assets                                            17,555         30,155
                                                                                     -----------    -----------
TOTAL CURRENT ASSETS                                                                     246,790        118,216
                                                                                     -----------    -----------
FIXED ASSETS                                                                             150,746        117,095
                                                                                     -----------    -----------
OTHER ASSETS:
     Goodwill                                                                            755,412             --
     Security deposits and other assets                                                    3,905          1,905
                                                                                     -----------    -----------

                                                                                         759,317          1,905
                                                                                     -----------    -----------

                                                                                     $ 1,156,853    $   237,216
                                                                                     ===========    ===========

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
     Line of credit payable                                                          $   390,000    $   390,000
     Accounts payable                                                                    466,544        340,621
     Accrued expenses and other                                                          143,195         14,163
     Sales taxes payable                                                                 326,503        350,653
     Loans payable - current                                                             957,217        139,591
     Capitalized lease payable - current                                                  22,804         22,804
     Loans payable - officers/directors                                                  117,155         46,800
                                                                                     -----------    -----------
TOTAL CURRENT LIABILITIES                                                              2,423,418      1,304,632
                                                                                     -----------    -----------
NON-CURRENT LIABILITIES:
     Loans payable                                                                        56,584         68,490
     Convertible debentures                                                               50,000        205,000
                                                                                     -----------    -----------

                                                                                         106,584        273,490
                                                                                     -----------    -----------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
     Preferred stock, $1 par value; 5,000,000 shares authorized; none issued                  --             --
     Common stock, $.001 par value; 250,000,000 shares authorized, 109,499,954 and
       86,917,811 shares issued for 2004 and 2003, respectively                          109,499         86,917
     Additional paid-in capital                                                        3,015,055      2,712,875
     Accumulated deficit                                                              (4,497,703)    (4,140,698)
                                                                                     -----------    -----------
                                                                                      (1,373,149)    (1,340,906)
                                                                                     -----------    -----------

                                                                                     $ 1,156,853    $   237,216
                                                                                     ===========    ===========
</TABLE>

                             See accompanying notes


                                       3
<PAGE>

<TABLE>
<CAPTION>

                               PICK-UPS PLUS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                        For the Three Months               For the Six Months
                                                            Ended June 30,                   Ended June 30,
                                                        2004             2003            2004              2003
                                                    -------------    -------------    -------------    -------------
REVENUES:
<S>                                                 <C>              <C>              <C>              <C>
     Retail sales                                   $     399,418    $     314,300    $     552,490    $     663,937
     Royalties                                              6,407           17,031           14,041           29,486
                                                    -------------    -------------    -------------    -------------
                                                          405,825          331,331          566,531          693,423
                                                    -------------    -------------    -------------    -------------

COSTS AND EXPENSES (INCOME):
     Cost of sales                                        155,034          232,925          268,402          456,662
     Selling, general and administrative expenses         442,080          371,289          644,173          640,616
     Other income                                            (681)          (4,029)          (7,417)          (4,410)
     Interest expense                                      18,054            4,656           18,378            6,074
                                                    -------------    -------------    -------------    -------------
                                                          614,487          604,841          923,536        1,098,942
                                                    -------------    -------------    -------------    -------------

(LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES        (208,662)        (273,510)        (357,005)        (405,519)

     Provision (credit) for income taxes                       --               --               --               --
                                                    -------------    -------------    -------------    -------------

NET (LOSS)                                          $    (208,662)   $    (273,510)   $    (357,005)   $    (405,519)
                                                    =============    =============    =============    =============


BASIC/DILUTED LOSS PER COMMON SHARE                 $         .00    $         .00    $         .00    $        (.01)
                                                    =============    =============    =============    =============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING            103,001,687       79,721,470       98,208,883       77,139,134
                                                    =============    =============    =============    =============

</TABLE>

                             See accompanying notes


                                       4
<PAGE>

<TABLE>
<CAPTION>

                               PICK-UPS PLUS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                          For the Six Months
                                                                                            Ended June 30,
                                                                                        ----------------------
                                                                                          2004         2003
                                                                                        ---------    ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                     <C>          <C>
    Net loss                                                                            $(357,005)   $(405,519)
    Adjustments to reconcile net loss to net cash (utilized) by operating activities:
       Depreciation and amortization                                                       20,370       41,602
       Bad debt provision                                                                   4,000        1,500
       Compensatory shares                                                                 15,000       37,800
    Changes in operating assets and liabilities:
       Accounts receivable                                                               (134,503)        (388)
       Inventory                                                                           (7,340)      72,112
       Prepaid expenses and other assets                                                   10,600          977
       Accounts payable                                                                   254,955       (1,055)
       Accrued expenses and other liabilities                                             (24,150)      35,319
                                                                                        ---------    ---------
         NET CASH (UTILIZED) BY OPERATING ACTIVITIES                                     (218,073)    (217,652)
                                                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Cash payment re: acquisition                                                         (600,000)          --
    Expenses re: acquisition                                                              (76,150)          --
                                                                                        ---------    ---------
         NET CASH (UTILIZED) BY INVESTING ACTIVITIES                                     (676,150)          --
                                                                                        ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt                                                       --      (68,113)
    Proceeds from long-term debt                                                          777,199           --
    Payments of capitalized leases                                                             --       (5,263)
    Proceeds from officer's loan                                                           70,355       43,962
    Proceeds from share issuances                                                          50,000      100,000
                                                                                        ---------    ---------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                                        897,554      223,809
                                                                                        ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        3,331        6,157

    Cash and cash equivalents, beginning of year                                            3,865        6,779
                                                                                        ---------    ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                $   7,196    $  12,936
                                                                                        =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 (i) Cash paid during the year:
         Interest                                                                       $            $
         Taxes

</TABLE>

                             See accompanying notes

                                       5
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE 1 -      DESCRIPTION OF COMPANY:

              Pick-Ups Plus, Inc., the Company,  was incorporated in Delaware in
              1993. The Company operates and franchises  retail automotive parts
              and accessories  stores catering to the light truck market,  which
              is  considered  to be the  fastest  growing  segment  of the motor
              vehicle  market  in the  United  States.  There  are  currently  5
              franchised  locations in operation  and until  February 2003 there
              were 4 Company  owned-stores.  In March 2003, the Company closed 2
              of its  Company  stores  (Akron,  Ohio and  Muncie,  Indiana)  and
              consolidated the inventory  maintained in those locations into its
              Sharonville,  Ohio and Florence,  Kentucky stores.  In March 2004,
              the Company  closed its Florence,  Kentucky  location and plans to
              re-open  in  Cincinnati,  Ohio (see also Note 2).  Subject  to the
              availability  of  financing,  the  Company  intends  to  pursue an
              aggressive expansion strategy by opening additional  company-owned
              stores and franchise locations.

              The accounting  policies  followed by the Company are set forth in
              Note 3 to the Company's annual report filed on Form 10-KSB for the
              year ended December 31, 2003.  Specific  reference is made to this
              report for a description of the Company's securities and the notes
              to the financial  statements  included  therein.  The accompanying
              unaudited  interim  financial  statements  have been  prepared  in
              accordance with instructions to Form 10-Q and 10-QSB and therefore
              do  not  include  all  information   and  footnotes   required  by
              accounting  principles  generally accepted in the United States of
              America.

              In the opinion of management,  the accompanying  unaudited interim
              condensed financial statements of Pick-Ups Plus, Inc., contain all
              adjustments  necessary to present  fairly the Company's  financial
              position as of June 30, 2004 and the results of its operations for
              the  six-month  periods  ended June 30, 2004 and 2003 and its cash
              flows for the six-month periods ended June 30, 2004 and 2003.

              The results of operations for the  three-month  periods ended June
              30, 2004 and 2003 are not necessarily indicative of the results to
              be expected for the full year.

NOTE 2 -      GOING CONCERN UNCERTAINTY:

              The  accompanying  financial  statements  have  been  prepared  in
              conformity with accounting  principles  generally  accepted in the
              United States of America,  which contemplates  continuation of the
              company as a going concern.  However, the Company has realized net
              losses of $878,333,  $429,821,  $1,324,954, and $1,146,347 for the
              2003,  2002,  2001 and 2000 years,  respectively.  The Company has
              also  generated a net loss of  $357,005  for the current six month
              period  ended June 30,  2004.  In  addition,  the Company has used
              significant  amounts of working  capital in its operations and, as
              of June 30, 2004,  current  liabilities  exceed  current assets by
              $2,176,628   and  total   liabilities   exceed   total  assets  by
              $1,373,149.  As of December 31, 2003,  current  liabilities exceed
              current  assets by $1,186,416 and total  liabilities  exceed total
              assets by  $1,340,906.  The Company is also  delinquent  in paying
              certain of its debts.

              Since 1999,  the  Company has been  delinquent  in  reporting  and
              remitting sales tax collected from its customers during the normal
              course of its operations. As of June 30, 2004, sales tax collected
              from customers and unpaid aggregated $326,503. The Company has not
              accrued  any  interest  and  penalty  costs  associated  with this
              liability.  The Company has been working with  representatives  of
              the State of Ohio to  structure  a  payment  plan  regarding  this
              liability.  Since  June 1,  2003,  the  Company  has paid  $68,178
              towards  sales taxes dating  prior to January 1, 2003.  Although a
              definitive installment plan has not yet been structured, the State
              of Ohio is  aware  of  ongoing  efforts  of the  Company  to raise
              additional  funds and has shown a willingness  to continue to work
              with management on the old balance while  expecting  current taxes
              to be paid.  The Company is also hopeful that it can make payments
              to the  appropriate  state  taxing  authorities  under an  amnesty
              program.


                                       6
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE 2 -      GOING CONCERN UNCERTAINTY (CONTINUED):

              In  view  of  these  matters,  realization  of the  assets  on the
              accompanying  balance sheet is dependent upon continued operations
              of the  Company,  which in turn is  dependent  upon the  Company's
              ability to meet its financing requirements, and the success of its
              future operations.

              In March 2003,  the Company closed 2 of its Company stores (Akron,
              Ohio  and  Muncie,   Indiana)  and   consolidated   the  inventory
              maintained  in  those  locations  into its  Sharonville,  Ohio and
              Florence,  Kentucky stores. The closure of these stores eliminated
              the related  overhead costs and reduced the continuing cash needed
              to operate these 2 facilities.  In March 2004,  the Company closed
              its   Florence,   Kentucky   location  and  plans  to  re-open  in
              Cincinnati,  Ohio. Management expects that, upon the completion of
              its cost-cutting  measures and the implementation of its marketing
              plan, its remaining store will generate a positive cash flow.

              To obtain funding for its ongoing  operations the Company  entered
              into a Securities  Purchase Agreement with one accredited investor
              on  June  25,  2003  for  the  sale  of  $180,000  in  convertible
              debentures.  The Company obtained shareholder approval authorizing
              an increase in the Company's authorized shares of common stock and
              filed  a  registration  statement  with  the  Securities  Exchange
              Commission  registering the shares of common stock  underlying the
              convertible debentures.

              On  June  23,  2003,  a  majority  of the  Company's  shareholders
              authorized the increase in the Company's  authorized  common stock
              from 100,000,000 to 250,000,000 shares.

              The  debentures  issued  pursuant  to  the  June  2003  Securities
              Purchase Agreements bear interest at 5%, mature two years from the
              date of issuance,  and are convertible  into Company common stock,
              at the  investor's  option at anytime within 90 days from June 25,
              2003, at the lower of (i) $0.03;  or (ii) eighty  percent (80%) of
              the average of the three (3) lowest daily volume weighted  average
              prices  of  the  common  stock  for  the  five  (5)  trading  days
              immediately  preceding the  conversion  date.  The full  principal
              amounts of the  convertible  debentures are due upon default under
              the  terms of  convertible  debentures.  In  September  2003,  the
              investor  converted  $25,000 of principal  and received  2,173,913
              shares of common stock. The remaining balance of $155,000 has been
              converted to  13,594,048  shares of common stock during the second
              quarter of 2004 and is now paid in full.

              On June 25, 2003,  the Company also entered into an equity line of
              credit with one  investor.  Pursuant to the equity line of credit,
              the  Company  may,  at its  discretion,  periodically  sell to the
              investor  shares of common stock for a total  purchase price of up
              to $2,000,000.  For each share of common stock purchased under the
              equity  line of credit,  the  investor  will pay 95% of the lowest
              closing bid price on the Over-the-Counter  Bulletin Board or other
              principal  market on which our common stock is traded for the five
              days immediately following the notice date. The investor,  Cornell
              Capital  Partners,  LP, is a  private  limited  partnership  whose
              business  operations  are conducted  through its general  partner,
              Yorkville  Advisors,  LLC. Further,  Cornell Capital Partners,  LP
              will retain 7% of each advance under the equity line of credit. In
              addition,   the  Company  engaged   Katalyst   Securities  LLC,  a
              registered broker-dealer, to advise the Company in connection with
              the equity line of credit. For its services,  Katalyst  Securities
              LLC received 588,235 shares of our common stock,  which was valued
              at $10,000.  The Company  filed,  with the Securities and Exchange
              Commission, a registration statement to register the resale of the
              shares issued under the equity line of credit agreement.


                                       7
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE 2 -      GOING CONCERN UNCERTAINTY (CONTINUED):

              On September 30, 2003, the Company executed a promissory note with
              Cornell Capital Partners,  LP in the amount of $300,000.  The face
              amount  of this note is to be paid out of the net  proceeds  to be
              received by the Company under the equity line of credit  mentioned
              above,  with  repayments  to be made  within  111 days of the note
              unless  mutually  extended.  The Company has  escrowed  20,000,000
              shares of its common  stock,  which is an estimation of the shares
              necessary to repay the principal and interest due. On November 10,
              2003,  Cornell Capital  Partners,  LP,  converted  $10,000 of this
              promissory  note  resulting in the  issuance of  1,041,666  common
              shares.

              On November  10,2003,  the Company executed a promissory note with
              Cornell Capital Partners,  LP in the amount of $100,000.  The face
              amount of this note is also to be paid out of the net  proceeds to
              be  received  by the  Company  under  the  equity  line of  credit
              mentioned above, with repayments to be made within 111 days of the
              note unless mutually extended. The Company has escrowed 10,000,000
              shares of its common  stock,  which is an estimation of the shares
              necessary to repay the principal and interest due.

              Management believes that the above-described  actions will provide
              the Company with its immediate financial requirements to enable it
              to  continue  as a  going  concern.  See  also  Note  3 re:  Legal
              Proceedings.

NOTE 3 -      LEGAL PROCEEDINGS:

              On  September  6,  2002,  a  franchisee  of the  Company  filed  a
              complaint in the Alameda County Superior Court and a First Amended
              Complaint on October 8, 2002 alleging violations of the California
              Franchise  Investment  Law,  breach of contract,  fraud,  etc. The
              allegations  also  include  claims  that the  Company's  franchise
              offering was not registered with the State of California, that the
              Company  failed  to make  required  disclosures,  made  fraudulent
              disclosures,  breached  the  franchise  agreement  executed by the
              franchisee,  all claims giving rise to rescission  and/or damages.
              The  Company  has  filed an answer  denying  the  allegations  and
              setting up  affirmative  defenses.  In  addition,  the Company has
              filed a Cross-Complaint,  alleging among other things, fraud, that
              the  franchisee  did not  intend to  perform  under the  franchise
              agreement and claiming that the  franchisee is using the Company's
              trademarks,  without  payment of royalties.  The Company alleges a
              right to  damages  and  intends  to file a Motion  compelling  the
              franchisee to arbitrate  their  claims.  Counsel to the Company is
              unable to evaluate the  likelihood  of any outcome in this case at
              this time. An  arbitration  hearing held in February 2004 resulted
              in the Company having to produce additional documents. The case is
              set for arbitration in December 2004.

              On March 15, 2002,  an action was filed against the Company in the
              Delaware Circuit Court No. 4, Muncie,  Indiana,  by the sellers of
              the Company's store at that location.  The plaintiffs entered into
              an agreement to sell certain assets to the Company and are seeking
              to have such agreement enforced in certain respects. The complaint
              seeks  specific  performance  as  well  as  general  and  punitive
              damages.  Management,  the  Company's  bank and the  sellers  have
              agreed to extend the payment  terms until August 2004 provided the
              Company  make a lump sum payment of $17,500.  The payment was made
              and the documents executed in July.

              Management  became  aware of a lawsuit  filed  pending in Clermont
              County  Common  Pleas Court  under Case No.  2002 CVH 00985.  This
              lawsuit was filed by an  individual  for monies,  in the amount of
              $23,451,  allegedly owed to him for consulting  work performed for
              the Company.  Management  contested these allegations and the case
              went to trial on August 18, 2003. In October 2003, this individual
              was awarded $4,095. The Company has not yet paid the award.


                                       8
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE 3 -      LEGAL PROCEEDINGS (CONTINUED):

              Management  became aware of a complaint  filed in Hamilton  County
              Court of Common Pleas, Hamilton County, Ohio, against the Company.
              The defendant  seeks to recover  damages in the amount of $200,000
              as compensation  for services  rendered between 1998 and 2001. The
              Company  has filed a response  denying  the  charges  and has also
              filed  a  counterclaim   alleging   defamation  of  character  and
              deceptive trade practices among others claims and seeks damages in
              the aggregate  amount of $100,000.  This case has been settled and
              the Company has issued  250,000 shares of its common stock with an
              initial cash payment of $5,000. The settlement agreement calls for
              continuing payments of $1,500 per month for 10 months

              There is no other  current  outstanding  litigation  in which  the
              Company is involved  other than routine claims for amounts owed to
              vendors and consultants incidental to ongoing business.

NOTE 4 -      ACQUISITION OF ASSETS:

              On April 30,  2004,  the  Company  completed  the  acquisition  of
              certain  assets of the Auto  Preservation  division of  Automotive
              International,  Inc., an unrelated  entity.  The purchase price of
              the assets acquired aggregated $704,762 of which $600,000 was paid
              in cash and the balance  was  satisfied  through  the  issuance of
              5,238,095 shares on Company stock

              The Company's statements of operations do not include the revenues
              and expenses of Auto Preservation until May 1, 2004. The following
              pro forma  results were  developed  assuming the  acquisition  had
              occurred on January 1, 2003, the beginning of the earliest  period
              presented.

                                               Pro Forma For the Six Months
                                                      Ended June 30,
                                                   2004            2003
                                               ------------    ------------
Net sales                                      $ 1,022,5190    $  1,473,334
Net loss                                           (318,904)       (371,285)
Loss per share                                 $        .00    $        .00


                                       9
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:

INTRODUCTION:

Pick-Ups Plus, Inc., formed in 1993, is a franchiser,  wholesaler,  retailer and
installer of accessories  for trucks and sports utility  vehicles.  We currently
have 5  franchised  stores in  operation,  which are located in Ohio,  Illinois,
Kentucky,  California,  and Texas. In addition,  we have one Company-owned store
located in Ohio. The Company recently closed the Kentucky store and relocated it
into  facilities  occupied  by one  of  its  newly  acquired  Auto  Preservation
locations.

The financial  information  presented  herein is derived from the: (i) Condensed
Balance  Sheets  as of June 30,  2004 and  December  31,  2003;  (ii)  Condensed
Statements of Operations for the three and six month periods ended June 30, 2004
and 2003 and (iii) Condensed  Statements of Cash Flows for the six month periods
ended June 30, 2004 and 2003.

RESULTS OF OPERATIONS:

The Company realizes  revenues  primarily from net sales generated by the retail
stores,  continuing  royalty fees and retail and  wholesale  application  of its
warranty  products  since the  acquisition  of the Auto  Preservation  Division.
Retail sales for the quarter ended June 30, 2004 reflected a 27.1% increase when
compared to the same period in the previous year.  This was primarily due to the
sales  generated  from the newly  acquired  division.  Otherwise,  retail  sales
compared to the same period in 2003 were down 46.1%. This was due to the closing
of the  Kentucky  store in the first  quarter of 2004.  Sales for the six months
ended June 30, 2004 decreased  18.1%.  Retail sales were down because of closing
two stores during 2003, but partially offset by the newly acquired division.

Gross  profit,  as a  percentage  of retail  sales,  was 61.8% and 52.6% for the
three-month and six months ended June 30, 2004, respectively. Gross profit, as a
percentage  of retail  sales,  was 25.9% and 47.8% for the three and six  months
ended June 30, 2003,  respectively.  This  increase in gross profit from 2003 to
2004 is a result of higher gross profits in the newly acquired division sales.

Selling,  general and  administrative  expenses  increased by $70,791  (19%) and
$3,557 (.1%) when comparing the three-month and six month periods ended June 30,
2004 to the same  periods in 2003.  This was due to changes  resulting  from the
expenses related to the new division partially offset by reduced expenses due to
the two stores that were closed in 2003 and the first quarter of 2004.

As a result of the above, the Company reflected net losses of $208,662 ($.00 per
share) and $357,005 ($.00 per share) for the three-month  and six-month  periods
ended June 30, 2004, respectively.

LIQUIDITY AND CAPITAL RESOURCES:

As of June 30, 2004, current liabilities  exceeded current assets by $1,266,565.
As of  December  31,  2003,  current  liabilities  exceeded  current  assets  by
$1,067,416.

The Company used $218,073 in cash to support  operating  needs in the six months
ended June 30, 2004  compared to $217,652  used in 2003.  $676,150  was used for
investing  purposes in 2004 and $0 for the same  period in 2003.  During the six
month period ended June 30, 2004,  the Company was provided  with  $897,554 from
financing activities.  This was from long term debt of $777,199, an officer loan
of $70,355 and sale of stock in the amount of $50,000. For the comparable period
in 2003, the Company received $223,809 from investing activities.

The Company  currently has  insufficient  funds  available for operations and is
required to seek additional  financing to supplement the negative cash flow from
existing operations.


                                       10
<PAGE>

The Company  currently has  insufficient  funds available for operations and is
required to seek  additional  financing to supplement  cash  generated  from the
operations  of the Company  owned  retail  stores and proceeds  from  continuing
royalties.  In view of these  matters,  realization  of a major  portion  of the
assets in the accompanying  balance sheet is depended upon continued  operations
of the Company,  which in turn is dependent  upon the Company's  ability to meet
its financing requirements and the success of its future operations.

Our independent auditors have included an explanatory  paragraph in their report
stating  that our  ability to  continue  as a going  concern is  depended on our
ability to meet our future financing requirements.

Cash requirements for 2004 will include funds needed to sustain the cash used in
operations as well as for  anticipated  growth and  acquisitions.  Consequently,
management  is trying to meet these needs in several  ways.  First,  the Company
continues to work within both its existing funding sources including  additional
exercise  of its equity line of credit and is  currently  in  negotiations  with
various debt and equity financial  institutions to raise the required funding to
implement its business plan.

Secondly,  the newly acquired division  (acquired April 30, 2004) is expected to
provide   positive   working   capital   and  profits  and  provide  new  growth
opportunities.

Thirdly,  additional  acquisition  candidates  that have been  identified  would
provide the Company with new revenue and increased  operating  profits.  With at
least  one  of  these  acquisitions  completed,   management  believes  that  if
additional  funds  cannot be raised to expand  operations,  it could  reduce its
existing   operation  expenses  to  a  level  necessary  to  generate  cash  for
operations.  However,  in the event the  Company  is unable to raise  additional
funds  on  terms  favorable  to the  Company  it could  be  required  to  either
substantially reduce or terminate its operations.

ITEM 3 - CONTROLS AND PROCEDURES:

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

As of June 30, 2004, the Company's  management carried out an evaluation,  under
the supervision of the Company's Chief Executive Officer and the Chief Financial
Officer of the effectiveness of the design and operation of the Company's system
of disclosure  controls and  procedures  pursuant to the Securities and Exchange
Act,  Rule  13a-15(e)  and 15d-15(e)  under the Exchange  Act).  Based upon that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that the Company's disclosure controls and procedures were effective,  as of the
date of their evaluation, for the purposes of recording, processing, summarizing
and timely reporting  material  information  required to be disclosed in reports
filed by the Company under the Securities Exchange Act of 1934.

CHANGES IN INTERNAL CONTROLS:

There were no changes in internal  controls over financial  reporting,  known to
the Chief Executive  Officer or Chief Financial Officer that occurred during the
period  covered by this report  that has  materially  affected,  or is likely to
materially effect, the Company's internal control over financial reporting.
a)

                                       11
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS

         Presented in Note 3 to the financial statement

ITEM 2   CHANGES IN SECURITIES AND USE OF PROCEEDS

         The Company issued 2,500,000 shares of restricted common stock for
         $50,000. The proceeds were used for working capital.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES

         Not applicable

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable

ITEM 5   OTHER INFORMATION

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

         (a) EXHIBITS.

                31.1 - Certification of Chief Executive Officer pursuant to Rule
                13a-14 and Rule 15d-14(a),  promulgated under the Securities and
                Exchange Act of 1934, as amended

                31.2 - Certification of Chief Financial Officer pursuant to Rule
                13a-14 and Rule 15d 14(a),  promulgated under the Securities and
                Exchange Act of 1934, as amended

                32.1 -  Certification  pursuant to 18 U.S.C.  Section  1350,  as
                adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                2002 (Chief Executive Officer)

                32.2 -  Certification  pursuant to 18 U.S.C.  Section  1350,  as
                adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                2002 (Chief Financial Officer)


         (b) REPORTS ON FORM 8-K.


                                       12
<PAGE>

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                          PICK UPS PLUS, INC.


                                          By: /s/ Merritt Jesson
                                              ----------------------------------
                                              Merritt Jesson
                                              Chief Executive Officer, President

Dated:  August 13, 2004


                                       13