Microsoft Word 10.0.2627;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, 2003

( )      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                                (IRS Employer
of incorporation or organization)                            Identification No.)

              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 85,167,910 shares of the registrant's common stock outstanding as of
September 30, 2003.


Transitional Small Business Disclosure Format     Yes ___ No _X_


<PAGE>

                               PICK-UPS PLUS, INC.


                                    - INDEX -

<TABLE>
<CAPTION>
                                                                                                      PAGE(s)
                                                                                                      -------
<S>                                                                                                    <C>
PART I:  FINANCIAL INFORMATION:

Item 1 - Financial Statements
           Condensed  Balance  Sheets  -  September  30,  2003  (unaudited)  and
           December 31, 2002 3 Condensed  Statements  of  Operations - Three and
           Nine Months Ended September 30, 2003
              and 2002 (unaudited)                                                                        4

           Condensed Statements of Cash Flows - Nine Months Ended September 30, 2003 and
              2002 (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 - 12


Item 3 - Controls and Procedures                                                                         13


PART II.  OTHER INFORMATION                                                                              14

Item 6 - Exhibits and Reports on Form 8-K                                                                14


SIGNATURES                                                                                               15
</TABLE>


EXHIBITS

         31.1     Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes - Oxley Act of 2002

         31.2     Certification of Chief Financial Officer Pursuant to Section
                  302 of the Sarbanes - Oxley Act of 2002

         32.1     Certification Pursuant to Section 906 of the Sarbanes - Oxley
                  Act of 2002.

         32.2     Certification Pursuant to Section 906 of the Sarbanes - Oxley
                  Act of 2002.

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               PICK-UPS PLUS, INC.
                            CONDENSED BALANCE SHEETS

                                   - ASSETS -

<TABLE>
<CAPTION>
                                                                                              SEPTEMBER 30,         December 31,
                                                                                                 2003                  2002
                                                                                              -----------           -----------
                                                                                              (UNAUDITED)
<S>                                                                                           <C>                   <C>
CURRENT ASSETS:
     Cash                                                                                     $   142,785           $     6,779
     Accounts  receivable - net of allowance for doubtful  accounts of $5,930 and $0
       for 2003 and 2002, respectively                                                             10,939                 6,981
     Note receivable from franchisee                                                               20,000                20,000
     Inventories                                                                                   49,356               152,736
     Prepaid expenses and other current assets                                                     19,755                21,082
     Loan receivable - director                                                                        --                14,863
                                                                                              -----------           -----------

TOTAL CURRENT ASSETS                                                                              242,835               222,441

FIXED ASSETS - NET                                                                                112,256                80,802

OTHER ASSETS:
                                                                                              -----------           -----------
     Security deposits and other assets                                                             1,905                13,810

                                                                                              $   356,996           $   317,053
                                                                                              ===========           ===========

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                                    $   372,592           $   564,802
     Sales tax payable                                                                            342,229               279,175
     Loans payable - current                                                                      120,822               172,289
     Capitalized leases payable - current                                                          10,060                15,323
     Loans payable - director/officer                                                               6,975                    --

                                                                                              -----------           -----------
TOTAL CURRENT LIABILITIES                                                                         852,678             1,031,589
                                                                                              -----------           -----------

NON-CURRENT LIABILITIES:
     Accounts payable                                                                              25,670                    --
     Loans payable                                                                                359,349                    --
     Convertible debentures                                                                       205,000                56,500

                                                                                              -----------           -----------
TOTAL NON-CURRENT LIABILITIES                                                                     590,019                56,500
                                                                                              -----------           -----------

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, 85,167,910 and
       76,281,497 shares issued for 2003 and 2002, respectively                                    85,167                76,281
     Additional paid-in capital                                                                 2,687,125             2,615,048
     Stock subscription receivable                                                                (45,000)             (200,000)
     Accumulated deficit                                                                       (3,812,993)           (3,262,365)
                                                                                              -----------           -----------
                                                                                               (1,085,701)             (771,036)
                                                                                              -----------           -----------

                                                                                              $   356,996           $   317,053
                                                                                              ===========           ===========
</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,
                                                       -------------------------------       -------------------------------
                                                           2003               2002              2003              2002
                                                       ------------       ------------       ------------       ------------
<S>                                                    <C>                <C>                <C>                <C>
REVENUES:
     Retail sales                                      $    276,118       $    581,329       $    940,055       $  1,814,832
     Initial franchise fees                                      --             45,000                 --             70,000
     Royalties                                                   --             11,764             29,486             41,953
                                                       ------------       ------------       ------------       ------------
                                                            276,118            638,093            969,541          1,926,785
                                                       ------------       ------------       ------------       ------------

COSTS AND EXPENSES (INCOME):
     Cost of sales                                          190,388            338,945            625,586          1,134,197
     Selling, general and administrative expenses           295,639            271,270            936,255          1,185,847
     Other income                                           (68,581)           (60,066)           (51,527)           (60,109)
     Interest expense                                         3,781              3,708              9,855             22,700
                                                       ------------       ------------       ------------       ------------
                                                            421,227            553,857          1,520,169          2,282,635
                                                       ------------       ------------       ------------       ------------

LOSS BEFORE PROVISION (CREDIT) FOR INCOME TAXES            (145,109)            84,236           (550,628)          (355,850)

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

NET LOSS                                               $   (145,109)      $     84,236       $   (550,628)      $   (355,850)
                                                       ============       ============       ============       ============

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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING               80,794,050         63,840,653         77,139,134         42,269,469
                                                       ============       ============       ============       ============
</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,
                                                                                             2003             2002
                                                                                           ---------       ---------
<S>                                                                                        <C>             <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                               $(550,628)      $(355,850)
    Adjustments to reconcile net loss to net cash (utilized) by operating activities:
       Depreciation and amortization                                                          53,903          89,710
       Bad debt provision                                                                      5,930              --
       Compensatory shares                                                                    49,463          93,025
    Changes in operating assets and liabilities:
       Accounts receivable                                                                    (9,888)         (7,944)
       Due from franchisee                                                                        --         (45,000)
       Inventory                                                                             103,380         (76,835)
       Prepaid expenses                                                                        1,327           1,350
       Accounts payable and accrued expenses                                                (213,315)          1,100
       Sales tax payable                                                                      63,054          99,405
                                                                                           ---------       ---------
         NET CASH (UTILIZED) BY OPERATING ACTIVITIES                                        (496,774)       (201,039)
                                                                                           ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                                     (81,857)         (4,893)
    Security deposits                                                                          8,405          44,900
                                                                                           ---------       ---------
         NET CASH (UTILIZED) PROVIDED BY INVESTING ACTIVITIES                                (73,452)         40,007
                                                                                           ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from long-term debt                                                             452,763          12,500
    Principal payments of long-term debt                                                     (98,106)        (93,865)
    Payments of capitalized leases                                                            (5,263)        (12,236)
    Repayment of officer's loan                                                               21,838         (30,034)
    Proceeds from convertible debentures                                                     180,000              --
    Proceeds from sale of equity securities/stock subscription received                      155,000         262,000
                                                                                           ---------       ---------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                                           706,232         138,365
                                                                                           ---------       ---------

NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                                  136,006         (22,667)

                                                                                           ---------       ---------
    Cash and cash equivalents, beginning of year                                               6,779          34,808

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                   $ 142,785       $  12,141
                                                                                           =========       =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
(i)  Cash paid during the year:
         Interest                                                                           $  8,414       $  16,489
         Taxes                                                                                    --              --
</TABLE>

                             See accompanying notes.


                                                                         Page 5.
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (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  seven
              franchised  locations in operation  and two Company  owned-stores.
              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, 2002.  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,  2003  and  the  results  of  its
              operations  for the three and nine-month  periods ended  September
              30,  2003 and 2002 and its cash flows for the  nine-month  periods
              ended September 30, 2003 and 2002.

              The  results  of  operations  for  the  nine-month  periods  ended
              September 30, 2003 and 2002 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.  The Company reported operating losses
              in 2002 and 2001 and has  sustained  a further  operating  loss of
              $550,628  during the first nine  months of 2003,  resulting  in an
              accumulated  deficit of  $3,812,993  as of September  30, 2003. In
              addition,  the  Company  has used  substantial  amounts of working
              capital in its operations,  and, as of September 30, 2003, current
              liabilities   exceed   current   assets  by  $609,843   and  total
              liabilities exceed total assets by $1,085,701.

              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.

              In  May  2002,  the  Company  relocated  its  offices  to  smaller
              premises,  and lowered its monthly rent  expense by  approximately
              $4,000. The Company also terminated  certain  employees,  effected
              pay-cuts,  and  implemented   cost-containing  measures.   Through
              December 31, 2002,  management  was successful in settling some of
              its payables at reduced  amounts and as such,  the  December  2002
              statement of operations reflected approximately $101,000 of income
              from such settlements.  Management has continued to negotiate with
              certain  vendors and through  September  30, 2003,  has  reflected
              $33,000 in other  income as a result of further  settlements.  The
              Company has also been successful in obtaining deferrals of certain
              payables,   thereby  converting   accounts  payable  to  long-term
              liabilities.


                                                                         Page 6.
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE 2 -      GOING CONCERN UNCERTAINTY (CONTINUED):

              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  has
              eliminated  the  related   overhead   costs,   thus  reducing  the
              continuing  cash needed to operate these 2 facilities.  Management
              expects that, upon the completion of its cost-cutting measures and
              the  implementation  of its marketing plan, the remaining 2 stores
              in operation 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.  As of June 30,  2003,  the  investor had provided the
              Company with an aggregate of $100,000,  and the remaining  $80,000
              was  subsequently  funded  after  obtaining  shareholder  approval
              authorizing  an increase  in the  Company's  authorized  shares of
              common stock and the filing of a  registration  statement with the
              Securities  Exchange  Commission  registering the shares of common
              stock underlying the convertible debentures.

              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.

              On June 25,  2003,  the  Company  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. 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.

              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  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.

              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.


                                                                         Page 7.
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

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  has been  re-scheduled  for
              February 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 and the sellers have been unable to enter into
              amended  agreements to resume payments required under the original
              sale agreement and a trial has been scheduled for June 2004.

              Management  became  aware of a lawsuit  filed  pending in Clermont
              County  Common  Please  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.

              On February 8, 2001,  co-plaintiffs  Media Force  Incorporated and
              Intec Solutions, Inc filed a lawsuit in the Circuit Court of Boone
              County,  Kentucky,  against the Company. A specific amount was not
              stated but  apparently,  the plaintiffs  were seeking an amount in
              excess of $60,000 for goods and  services  allegedly  rendered for
              which they claim the Company made no payment.  The plaintiffs also
              pled fraud based upon  allegations  that the Company  knew that it
              could  not  pay for  the  services  when  ordered  (designing  and
              building  a  website)  and  that  management  failed  to  disclose
              restrictions on Company common stock which the plaintiffs accepted
              in partial  satisfaction  of the amount  claimed  due. The Company
              claimed  that it was owed  money  by the  plaintiffs  and  filed a
              counter  claim  alleging  breach  of  contract,  fraud,  breach of
              warranty,  unjust enrichment and promissory  estoppel.  Plaintiffs
              denied the  counterclaim.  In December 2002, the Company reached a
              settlement  with the plaintiffs and agreed to pay $2,000 per month
              for 10 months. In October 2003, the Company made its final payment
              and the case was dismissed.

              The Company recently 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 set for trial
              on June 21, 2004.

              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.


                                                                         Page 8.
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                                   (UNAUDITED)

NOTE 4 -      DUE FROM FRANCHISEE:

              On  September  30,  2002,   the  Company   entered  into  an  Area
              Development  Agreement  with 2  shareholders  of the Company,  and
              received a  promissory  note as payment for the $45,000  franchise
              fee. On October 21, 2002, the Company received $25,000 of this fee
              with the  remaining  $20,000 to be paid in equal  installments  in
              November and December  2002. As of September 30, 2003, no payments
              had been received. The Company has agreed to defer payment on this
              note and has accrued interest at an annual rate of 8%.


                                                                         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 6  franchised  stores in  operation,  which are located in Ohio,  Illinois,
Kentucky,   California,   Louisiana  and  Texas.   In  addition,   we  have  two
Company-owned stores; one located in Ohio and the other in Kentucky.

The financial  information  presented  herein is derived from the: (i) Condensed
Balance  Sheets as of September 30, 2003 and December 31, 2002;  (ii)  Condensed
Statements  of Operations  for the three and nine month periods ended  September
30,  2003 and 2002 and (iii)  Condensed  Statements  of Cash  Flows for the nine
month periods ended September 30, 2003 and 2002.

RESULTS OF OPERATIONS:

The Company realizes  revenues  primarily from net sales generated by the retail
stores and continuing  royalty fees.  Retail sales for the three and nine months
ended  September 30, 2003  reflected a 52.5% and 48.2% decrease when compared to
the same periods in the previous year.  This was primarily due to the closing of
the Muncie,  Indiana store in February  2003 and the Akron,  Ohio store in early
March 2003; however,  sales in the Cincinnati area stores also declined as well.
This is due to the  significantly  greater  rainfall  in the area for the  first
seven months of the year,  the sluggish  economy and the effect of replacing two
store managers who had been in position for several years. The new managers have
now been in place for four months and are beginning to have a positive impact on
Cincinnati sales.

Gross profit, as a percentage of retail sales, was 31.0% and 33.5% for the three
and nine months ended  September  30, 2003,  respectively.  Gross  profit,  as a
percentage  of retail  sales,  was 41.7% and 37.5% for the three and nine months
ended September 30, 2002, respectively. This reduction in gross profit from 2002
to 2003 is a result of the customer  refunds and discounts that became necessary
upon the closing of the Muncie, Indiana and Akron, Ohio stores and the clearance
of slow-moving  inventory to allow us to streamline  future  operations.  It was
also due to the mix of sales being  greater in the current  year on  high-ticket
items  such as truck caps and lids,  which  have  slightly  lower  gross  profit
percentages.

Selling,  general and  administrative  expenses  increased  by $24,369 (9%) when
comparing the three-month  period ended September 30, 2003 to the same period in
2002. This was due to an increase in legal costs  associated  with  fund-raising
activity.  These  expenses  decreased  by $249,592  (21.0%) when  comparing  the
nine-month  period  ended  September  30, 2003 with the same  period in 2002.  A
significant  portion of the year to date  decrease  is due to the closing of the
two stores mentioned above.

As a result of the above, the Company reflected net losses of $145,109 ($.00 per
share) and $550,628 ($.00 per share) for the three-month and nine-month  periods
ended September 30, 2003, respectively.

LIQUIDITY AND CAPITAL RESOURCES:

As of  September  30,  2003,  current  liabilities  exceeded  current  assets by
$609,843.  As of December 31, 2002, current liabilities  exceeded current assets
by $809,148.

The Company used $496,774 in cash to support  operating needs in the nine months
ended September 30, 2003 compared to $201,039 used in 2002, primarily due to the
greater  loss  suffered in the 2003  period as well as payments  made to vendors
during the current period.  During the current year the Company acquired capital
assets  aggregating  $81,857.  For the  comparative  period in 2002, the Company
received a refund of  security  deposits  in the amount of $44,900 and only used
$4,893 for capital  expenditures.  During the nine month period ended  September
30, 2003, the Company was provided with $706,232 from financing activities. This


                                                                        Page 10.
<PAGE>

was primarily as a result of funds received ($480,000) from the issuance of
convertible debentures (see Note 2 of Notes to the Financial Statements) and the
receipt of $155,000 from an investor in connection with stock subscribed to in
2002. For the comparable period in 2002, the Company received $262,000 from the
sale of its equity securities.

The Company  currently has  insufficient  funds  available for operations and is
required to seek additional  financing to supplement the negative cash flow from
the  operations of the remaining  two Company  owned retail  stores.  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.

Following is a  description  of certain  transactions  that were entered into to
help provide funds for ongoing operations:

In May 2002, the Company relocated its offices to smaller premises,  and lowered
its monthly rent expense by  approximately  $4,000.  The Company also terminated
certain employees,  effected pay-cuts, and implemented cost-containing measures.
Through  December 31, 2002,  management  was  successful in settling some of its
payables  at  reduced  amounts  and as such,  the  December  2002  statement  of
operations  reflected  approximately  $101,000 of income from such  settlements.
Management has continued to negotiate with certain vendors and through September
30,  2003,  has  reflected  $33,000  in  other  income  as a result  of  further
settlements.  The Company has also been  successful  in  obtaining  deferrals of
certain payables, thereby converting accounts payable to long-term liabilities.

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 has eliminated the related  overhead costs,  thus reducing the continuing
cash needed to operate these 2 facilities. Management expects that the remaining
2 stores in operation 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.  As of June 30,  2003,  the
investor  had  provided  the Company  with an  aggregate  of  $100,000,  and the
remaining $80,000 was subsequently funded after obtaining  shareholder  approval
authorizing an increase in the Company's  authorized  shares of common stock and
the filing of a registration  statement with the Securities  Exchange Commission
registering the shares of common stock underlying the convertible debentures.

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.

On June 25,  2003,  the Company  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.  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 11.

<PAGE>

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.

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.  In the event that the Company is unable to raise additional funds, the
Company  could be  required  to either  substantially  reduce or  terminate  its
operations.

The Company is not aware of any  material  trend,  event or capital  commitment,
which would potentially adversely affect liquidity.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES:

The  Company's  financial  statements  have been  prepared  in  accordance  with
accounting  principles  generally accepted in the United States of America.  The
preparation  of  these  financial   statements  requires  the  Company  to  make
significant  estimates and judgments that affect the reported amounts of assets,
liabilities,  revenues and expenses and related  disclosure of contingent assets
and liabilities. The Company evaluates its estimates, including those related to
bad debts,  inventories,  intangible assets,  income taxes and contingencies and
litigation,  on an ongoing basis.  The Company bases its estimates on historical
experience and on various other  assumptions  that are believed to be reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgments  about the  carrying  values of assets  and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

The Company believes the following critical accounting  policies,  among others,
involve the more significant  judgments and estimates used in the preparation of
its consolidated financial statements:

- The  Company  recognizes  revenue  in  accordance  with SEC  Staff  Accounting
Bulletin No. 101,  "Revenue  Recognition in Financial  Statements"  ("SAB 101").
Under SAB 101, revenue is recognized when the title and risk of loss have passed
to the customer,  there is persuasive  evidence of an arrangement,  delivery has
occurred or services have been  rendered,  the sales price is  determinable  and
collectibility is reasonably  assured.  The Company recognizes revenues from its
retail  sales at the point of sale and monthly  franchise  fees are  recorded as
earned.

- The Company  maintains  allowances  for doubtful  accounts for  estimated  bad
debts.  As of September 30, 2003,  management  believes that such allowances are
adequate.

- Inventories are recorded at the lower of cost or market.  The Company does not
maintain  large  quantities  of  inventory  and does not believe that any of its
inventory items is obsolete.

OTHER:

Except for historical  information contained herein, the matters set forth above
are forward-looking statements that involve certain risks and uncertainties that
could  cause  actual  results  to  differ  from  those  in  the  forward-looking
statements.  Potential risks and uncertainties include such factors as the level
of  business  and  consumer  spending,  the  amount  of sales  of the  Company's
products,  the  competitive   environment  within  the  automotive  after-market
industry,  the ability of the Company to continue to expand its operations,  the
level of costs  incurred in  connection  with the Company's  expansion  efforts,
economic  conditions and the financial  strength of the Company's  customers and
suppliers.  Investors  are  directed to consider  other risks and  uncertainties
discussed in documents  filed by the Company  with the  Securities  and Exchange
Commission.


                                                                        Page 12.
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

         (a)      The Company's management evaluated, with the participation of
                  the Company's principal executive and principal financial
                  officers, the effectiveness of the Company's disclosure
                  controls and procedures (as defined in Rules 13a-15(e) and
                  15d-15(e) under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act")), as of September 30, 2003. Based
                  on their evaluation, the Company's principal executive and
                  principal financial officers concluded that the Company's
                  disclosure controls and procedures were effective as of
                  September 30, 2003.

         (b)      There has been no change in the Company's internal control
                  over financial reporting (as defined in Rules 13a-15(f) and
                  15d-15(f) under the Exchange Act) that occurred during the
                  Company's fiscal quarter ended September 30, 2003, that has
                  materially affected, or is reasonably likely to materially
                  affect, the Company's internal control over financial
                  reporting.


                                                                        Page 13.
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS:

         None.

ITEM 2. CHANGES IN SECURITIES:

         None.

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 AND REPORTS ON FORM 8-K:

(a) Exhibits

         31.1     Certification of Chief Executive Officer Pursuant to Section
                  302 of the Sarbanes - Oxley Act of 2002

         31.2     Certification of Chief Financial Officer Pursuant to Section
                  302 of the Sarbanes - Oxley Act of 2002

         32.1     Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
                  Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.

         32.2     Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
                  Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.


(b) Reports on Form 8-K

         None.


                                                                        Page 14.
<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, President and Chief Executive Officer





                       By: /s/ Robert White
                           ----------------------------------------------
                           Robert White, Chief Financial Officer


Dated:  November 13, 2003


                                                                        Page 15.