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 September 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                                       31-1438392
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
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 125,249,954 shares of the registrant's common stock outstanding as of
September 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 - September 30, 2004 (unaudited)
            and December 31, 2003                                              3

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

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

            Notes to Interim Condensed Financial Statements                    6

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

Item 3 -    Controls and Procedures                                           11

PART II: OTHER INFORMATION                                                    12

SIGNATURES                                                                    13

EXHIBITS


<PAGE>

                          PART I. Financial Information

ITEM 1. Financial Statements

                               PICK-UPS PLUS, INC.
                                 BALANCE SHEETS

                                  - ASSETS -
<TABLE>
<CAPTION>
                                                                         September 30, 2004     December 31, 2003
                                                                                (unaudited)
                                                                         ------------------    ------------------
CURRENT ASSETS:
<S>                                                                      <C>                   <C>
     Cash                                                                $           21,290    $            3,865
     Accounts  receivable - net of allowance for doubtful accounts
       of $11,930 and $5,930 for 2004 and 2003, respectively                        158,879                17,281
     Inventories                                                                     65,057                66,915
     Prepaid expenses and other current assets                                       52,499                30,155
                                                                         ------------------    ------------------
TOTAL CURRENT ASSETS                                                                297,725               118,216
                                                                         ------------------    ------------------
FIXED ASSETS                                                                        145,009               117,095
                                                                         ------------------    ------------------
OTHER ASSETS:
     Deferred financing costs                                                       112,000                    --
     Goodwill                                                                       755,412                    --
     Security deposits and other assets                                               1,905                 1,905
                                                                         ------------------    ------------------
                                                                                    869,317                 1,905
                                                                         ------------------    ------------------
                                                                         $        1,312,051    $          237,216
                                                                         ==================    ==================
                   - LIABILITIES AND SHAREHOLDERS' (DEFICIT) -

CURRENT LIABILITIES:
     Line of credit payable                                              $          390,000    $          390,000
     Accounts payable                                                               502,722               340,621
     Accrued expenses and other                                                     218,231                14,163
     Sales taxes payable                                                            325,637               350,653
     Loans payable - current                                                      1,014,691               139,591
     Capitalized lease payable - current                                             22,804                22,804
     Loans payable - officers/directors                                              98,468                46,800
                                                                         ------------------    ------------------
TOTAL CURRENT LIABILITIES                                                         2,572,553             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,
       124,249,954 and 86,917,811 shares issued for 2004 and 2003,
       respectively                                                                 124,249                86,917
     Additional paid-in capital                                                   3,127,305             2,712,875
     Accumulated deficit                                                         (4,618,640)           (4,140,698)
                                                                         ------------------    ------------------
                                                                                 (1,367,086)           (1,340,906)
                                                                         ------------------    ------------------
                                                                         $        1,312,051    $          237,216
                                                                         ==================    ==================
</TABLE>

                             See accompanying notes.

                                                                         Page 3.

<PAGE>

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


<TABLE>
<CAPTION>
                                                         For the Three Months              For the Nine Months
                                                          Ended September 30,               Ended September 30,
                                                    ------------------------------    ------------------------------
                                                         2004             2003             2004             2003
                                                    -------------    -------------    -------------    -------------

REVENUES:
<S>                                                 <C>              <C>              <C>              <C>
     Retail sales                                   $     516,578    $     276,118    $   1,069,068    $     940,055
     Royalties                                              9,101               --           23,142           29,486
                                                    -------------    -------------    -------------    -------------
                                                          525,679          276,118        1,092,210          969,541
                                                    -------------    -------------    -------------    -------------

COSTS AND EXPENSES (INCOME):
     Cost of sales                                        139,774          190,388          408,176          625,586
     Selling, general and administrative expenses         480,844          295,639        1,125,017          936,255
     Other income                                              --          (68,581)          (7,417)         (51,527)
     Interest expense                                      25,998            3,781           44,376            9,855
                                                    -------------    -------------    -------------    -------------
                                                          646,616          421,227        1,570,152        1,520,169
                                                    -------------    -------------    -------------    -------------

(LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES        (120,937)        (145,109)        (477,942)        (550,628)

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

NET (LOSS)                                          $    (120,937)   $    (145,109)   $    (477,942)   $    (550,628)
                                                    =============    =============    =============    =============


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


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING            124,108,650       80,794,050      105,266,880       77,139,134
                                                    =============    =============    =============    =============
</TABLE>

                             See accompanying notes.


                                                                         Page 4.
<PAGE>

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

<TABLE>
<CAPTION>
                                                               For the Nine Months
                                                               Ended September 30,
                                                       ----------------------------------
                                                             2004               2003
                                                       ---------------    ---------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                    <C>                <C>
    Net loss                                           $      (477,942)   $      (550,628)
    Adjustments to reconcile net loss to net cash
      (utilized) by operating activities:
       Depreciation and amortization                            31,399             53,903
       Bad debt provision                                        6,000              5,930
       Compensatory shares                                      30,000             49,463
    Changes in operating assets and liabilities:
       Accounts receivable                                    (147,598)            (9,888)
       Inventory                                                 1,858            103,380
       Prepaid expenses and other assets                       (22,344)             1,327
       Accounts payable                                        162,101           (213,315)
       Accrued expenses and other liabilities                  179,052             63,054
                                                       ---------------    ---------------
         Net cash (utilized) by operating activities          (237,474)          (496,774)
                                                       ---------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Cash payment re: acquisition                              (600,000)                --
    Expenses re: acquisition                                   (76,150)                --
    Capital expenditures                                        (2,391)           (81,857)
    Security deposits                                               --              8,405
                                                       ---------------    ---------------
         Net cash (utilized) by investing activities          (678,541)           (73,452)
                                                       ---------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt                            --            (98,106)
    Proceeds from long-term debt                               831,772            452,763
    Payments of capitalized leases                                  --             (5,263)
    Proceeds from officer's loan                                51,668             21,838
    Proceeds from convertible loan debentures                  180,000
    Proceeds from share issuances                               50,000            155,000
                                                       ---------------    ---------------
         Net cash provided by financing activities             933,440            706,232
                                                       ---------------    ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                       17,425            136,006

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

CASH AND CASH EQUIVALENTS, END OF PERIOD               $        21,290    $       142,785
                                                       ===============    ===============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 (i) Cash paid during the year:
         Interest                                      $            --    $         8,414
         Taxes
</TABLE>

                             See accompanying notes.


                                                                         Page 5.
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 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
      September 30, 2004 and the results of its operations for the nine-month
      periods ended September 30, 2004 and 2003 and its cash flows for the
      nine-month periods ended September 30, 2004 and 2003.

      The results of operations for the three-month periods ended September 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 $477,942
      for the current nine-month period ended September 30, 2004. In addition,
      the Company has used significant amounts of working capital in its
      operations and, as of September 30, 2004, current liabilities exceed
      current assets by $2,274,828 and total liabilities exceed total assets by
      $1,367,086. 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 September 30, 2004, sales tax collected from customers
      and unpaid aggregated $325,637. 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
      $77,315 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.

                                                                         Page 6.

<PAGE>

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.


                                                                         Page 7.

<PAGE>

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. In November 2004,
      subsequent to the balance sheet date, the Company reached a tentative
      agreement with this franchisee whereby the franchise agreement is
      terminated and the Company will pay $35,000 based on a payment schedule.

      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.


                                                                         Page 8.

<PAGE>


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 Nine Months
                                                 Ended September 30,
                                       --------------------------------------
                                              2004                 2003
                                       --------------------------------------

            Net sales                    $  1,548,198       $  1,473,334
            Net loss                         (439,841)          (371,285)
            Loss per share               $       .00        $       .00

                                                                         Page 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 Cincinnati, Ohio and two Ohio locations providing warranty chemicals
and service to the new car and truck industry.

The financial information presented herein is derived from the: (i) Condensed
Balance Sheets as of September 30, 2004 and December 31, 2003; (ii) Condensed
Statements of Operations for the three and nine month periods ended September
30, 2004 and 2003 and (iii) Condensed Statements of Cash Flows for the nine
month periods ended September 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 September 30, 2004 reflected an 87.1%
increase when compared to the same period in the previous year. This was
primarily due to the sales generated from the newly acquired division. Retail
sales for the nine months ended September 30 increased by 13.7%. The increase
for nine months reflects the fact that the Auto Preservation Division was not
acquired until April 30, 2004. Refer to the Pro Forma information in Note 4
above.

Gross profit, as a percentage of retail sales, was 72.9% and 61.8% for the
three-month and nine-month periods ended September 30, 2004 respectively. Gross
profit, as a percentage of retail sales, was 31.0% and 33.5% for the three-month
and nine-month periods ended September 30, 2003. This increase in gross profit
from 2003 to 2004 is a result of higher gross profits in the newly acquired
division.

Selling, general and administrative expenses increased by $185,205 (62.6%) and
$188,762 (20.1%) when comparing the three-month and nine-month periods ended
September 30, 2004 to the same periods in 2003. This was due to changes
resulting from increases related to the new division partially offset by
reductions from 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 $120,937 ($.00 per
share) and $477,942 ($.00 per share) for the three-month and nine-month periods
ended September 30, 2004, respectively.

LIQUIDITY AND CAPITAL RESOURCES:

As of September 30, 2004, current liabilities exceeded current assets by
$2,274,828. As of December 31, 2003, current liabilities exceeded current assets
by $1,186,416.

The Company used $237,474 in cash to support operating needs in the nine months
ended September 30, 2004 compared to $496,774 used in 2003. Additionally,
$678,541 was used in the nine months ended September 30, 2004 and $73,452 in the
same period 2003 for capital expenditures. Cash to support these needs was
provided by debt proceeds, officers' loans and stock issuance.

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, proceeds from continuing
royalties, and the warranty chemical program for new cars and trucks. In view of
these matters, realization of a major portion of the assets in 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.


                                                                        Page 10.
<PAGE>

Our independent auditors have included an explanatory paragraph in their report
on our financial statements for the year ended December 31, 2004, stating that
our ability to continue as a going concern is dependent 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 with both its existing funding sources including additional
exercise of its equity line of credit and continues in negotiations with various
debt and equity financial institutions to raise the required funding to
implement its business plan.

Secondly, in addition to the acquisition referred to in Note 4 of our financial
statements, management is in negotiations with several synergistic industry
partners as potential acquisition candidates. The candidates that have been
identified would provide the Company with new revenue and increased operating
profits. Additionally, the Company is rolling out a new retail car care line
that should move the Company to profitability within the next six to nine
months. With this and at least one of these acquisitions completed, management
believes that if additional funds cannot be raised to expand operations, it
could reduce its existing operating 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 September 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.


                                                                        Page 11.

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1   LEGAL PROCEEDINGS

         See Note 3 of Notes to the Financial Statements


ITEM 2   CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the second quarter ended June 30, 2004, the Company issued
         2,500,000 shares of restricted common stock for $50,000. The proceeds
         were used for working capital. There were no changes in the current
         quarter ended September 30, 2004

ITEM 3    DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5   OTHER INFORMATION

         None

ITEM 6   EXHIBITS

         (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)


                                                                        Page 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:  November 18, 2004

                                                                        Page 13.