U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark  One)

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

        For  the  Quarterly  Period  Ended March 31, 2002

(  )    TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934


Commission  File  Number  000-28255

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

     Delaware                                       31-12440524
     --------                                       -----------
(State  or  Other  Jurisdiction  of          (IRS Employer Identification No.)
Incorporation  or  Organization)

                  5181 Natorp Blvd, Suite 530, Mason, OH 45040
                    (Address of Principal Executive Offices)

                                 (513) 398-4344
                                 --------------
                             Issuer's Telephone Number

     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 60,931,497 shares of the registrant's common stock outstanding
as  of  May 18, 2002. Such figure does not include 2,700,000 shares of common
stock which have been authorized for issuance, but which have not yet been
physically delivered to their respective shareholders.

     Transitional  Small  Business  Disclosure  Format          Yes  ___  No _X_

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS
                               PICK-UPS PLUS, INC.

                                    - INDEX -

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

Item  1  -  Financial  Statements
     Condensed Balance Sheets - March 31, 2002 (unaudited) and December 31, 2001        3

     Condensed  Statements of Operations - Three Months Ended March 31, 2002 and
     2001  (unaudited)                                                                  4

     Condensed  Statements  of  Cash  Flows  -  Three  Months  Ended  March  31,
     2002  and  2001  (unaudited)                                                       5

     Notes  to  Interim  Condensed  Financial  Statements                               6  -  8


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
          of  Operations                                                                9  -  11

PART  II.  OTHER  INFORMATION                                                           12 -  13


SIGNATURES                                                                              14
</TABLE>
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

                               PICK-UPS PLUS, INC.
                               -------------------
                            CONDENSED BALANCE SHEETS
                            ------------------------
<TABLE>
<CAPTION>
                                              - ASSETS -
                                                                            MARCH 31,    December 31,
                                                                               2002          2001
                                                                           ------------  ------------
                                                                           (UNAUDITED)
<S>                                                                            <C>           <C>
CURRENT ASSETS:
Cash                                                                       $     1,725   $    34,808
Accounts receivable - net of allowance for doubtful accounts of
$887 for 2002 and 2001                                                           2,074         1,640
Loan receivable - officer                                                        6,089             -
Inventories                                                                    172,381       118,854
Prepaid expenses and other current assets                                       72,932       118,909
                                                                           ------------  ------------
TOTAL CURRENT ASSETS                                                           255,201       274,211
                                                                           ------------  ------------
FIXED ASSETS - NET                                                             109,066       116,307
                                                                           ------------  ------------
OTHER ASSETS:
Other assets                                                                    52,244        51,305
                                                                           ------------  ------------
                                                                                52,244        51,305
                                                                           ------------  ------------
                                                                           $   416,511   $   441,823
                                                                           ============  ============
                      - LIABILITIES AND SHAREHOLDERS' DEFICIT -
CURRENT LIABILITIES:
Note payable - bank                                                        $         -   $   252,954
Accounts payable                                                               586,709       534,096
Accrued expenses                                                                58,826        53,990
Sales tax payable                                                              178,074       147,720
Loans payable - current                                                        174,644       204,330
Capitalized leases payable - current                                            14,425        13,215
Loan payable - officer                                                               -        16,562
                                                                           ------------  ------------
TOTAL CURRENT LIABILITIES                                                    1,012,678     1,222,867
                                                                           ------------  ------------
NON-CURRENT LIABILITIES:
Loans payable                                                                   82,759        76,080
Capitalized leases                                                              16,135        20,443
Convertible debentures                                                          56,500       111,800
                                                                           ------------  ------------
                                                                               155,394       208,323
                                                                           ------------  ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Preferred stock, $1 par value; 5,000,000 shares authorized; none issued              -             -
Common stock, $.001 par value; 100,000,000 shares authorized, 62,881,497
 and 30,012,675 shares issued for 2002 and 2001, respectively                   62,881        30,013
Additional paid-in capital                                                   2,316,323     1,813,164
Accumulated deficit                                                         (3,130,765)   (2,832,544)
                                                                           ------------  ------------
                                                                              (751,561)     (989,367)
                                                                           ------------  ------------
                                                                           $   416,511   $   441,823
                                                                           ============  ============
</TABLE>
<PAGE>

                               PICK-UPS PLUS, INC.
                               -------------------
                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                  For the Three Months
                                                   Ended  March  31,
                                                 ------------------------

                                                    2002         2001
                                                 ----------  ------------
<S>                                                  <C>         <C>
REVENUES:
Retail sales                                     $ 590,698   $   414,764
Initial franchise fees                                   -        25,000
Royalties                                           14,314        12,868
                                                 ----------  ------------
                                                   605,012       452,632
                                                 ----------  ------------

COSTS AND EXPENSES (INCOME):
Cost of sales                                      392,638       264,350
Selling, general and administrative expenses       503,118       409,018
Other income                                             -           (63)
Interest expense                                     7,477        13,370
                                                 ----------  ------------
                                                   903,233       686,675
                                                 ----------  ------------

LOSS BEFORE PROVISION (CREDIT) FOR INCOME TAXES   (298,221)     (234,043)

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

NET LOSS                                         $(298,221)  $  (234,043)
                                                 ==========  ============


BASIC /DILUTED LOSS PER COMMON SHARE             $    (.01)   $     (.02)
                                                 ==========  ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING       38,456,703    12,866,607
                                                 ==========  ============
</TABLE>

<PAGE>
                               PICK-UPS PLUS, INC.
                               -------------------
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ----------------------------------
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                   For the Three Months
                                                                                     Ended  March  31,
                                                                                   ----------------------
                                                                                      2002        2001
                                                                                   ----------  ----------
<S>                                                                                    <C>         <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                           $(298,221)  $(234,043)
Adjustments to reconcile net loss to net cash (utilized) by operating activities:
Depreciation and amortization                                                          7,491      18,510
Imputed interest on shareholder loan                                                       -       1,130
Compensatory shares                                                                   77,900      25,000
Changes in assets and liabilities:
Decrease (increase) in accounts receivable                                              (434)      3,630
Decrease (Increase) in inventories                                                   (53,527)    (18,610)
Decrease (Increase) in prepaid expenses                                               30,850      (2,000)
Decrease (Increase) in other assets                                                   (1,189)          -
Increase in accounts payable                                                          52,613      85,818
Increase in accrued expenses                                                          35,190       1,098
                                                                                   ----------  ----------
NET CASH (UTILIZED) BY OPERATING ACTIVITIES                                         (149,327)   (119,467)
                                                                                   ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                       -      (2,550)
                                                                                   ----------  ----------
NET CASH (UTILIZED) BY INVESTING ACTIVITIES                                                -      (2,550)
                                                                                   ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term debt and bank line                                                 -     (93,100)
Principal payments of long-term debt and debentures                                  (23,007)    (21,649)
Payments of capitalized leases                                                        (3,098)     (2,597)
Repayment of officer's loan                                                          (22,651)     (6,333)
Proceeds from sale of equity units                                                   165,000           -
                                                                                   ----------  ----------
NET CASH PROVIDED (UTILIZED) BY FINANCING ACTIVITIES                                 116,244    (123,679)
                                                                                   ----------  ----------

NET (DECREASE) IN CASH EQUIVALENTS                                                   (33,083)   (245,696)

Cash and cash equivalents, beginning of year                                          34,808     291,743
                                                                                   ----------  ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $   1,725   $  46,047
                                                                                   ==========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 (i)  Cash paid during the period:
Interest                                                                           $   7,477   $  12,240
Taxes                                                                                      -           -


</TABLE>
<PAGE>

                               PICK-UPS PLUS, INC.
                               -------------------
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                 -----------------------------------------------
                                 MARCH 31, 2002
                                 --------------
                                   (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  six  franchised locations in operation and four 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,
2001.  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 March 31, 2002 and the
results of its operations and cash flows for the three-month periods ended March
31,  2002  and  2001.

The  results  of operations for the three-month periods ended March 31, 2002 and
2001  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 2001 and has sustained a further operating loss of
$298,221  during  the  first quarter of 2002.  In addition, the Company has used
substantial amounts of working capital in its operations.  As of March 31, 2002,
current  liabilities  exceed  current  assets  by $757,477 and total liabilities
exceed  total  assets  by  $751,561.

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>
                               PICK-UPS PLUS, INC.
                               -------------------
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                 -----------------------------------------------
                                 MARCH 31, 2002
                                 --------------
                                   (UNAUDITED)


NOTE   2   -     GOING  CONCERN  UNCERTAINTY:
(CONT'D)

On March 29, 2001, the Company entered into (i) a Placement Agent Agreement (the
Agreement) with an investment banking group, May Davis Group, Inc., to assist in
the  sales  of  the  Company's  debentures  and  (ii)  an  Equity Line of Credit
Agreement  (the Equity Line) with Cornell Capital Partners, LP (Cornell) whereby
the  Company  would  sell to Cornell, from time to time, up to $5 million of the
Company's  common stock subject to certain market limitations.  The Company also
agreed  to  pay  to  Yorkville  Advisors LC (a general partner of Cornell) a fee
equal  to  2% of each installment amount invested in the Company by Cornell.  On
February  28,  2002,  the  Company  entered  into  a  Termination Agreement with
Cornell,  terminating  the Equity Line.  In addition, the Company entered into a
related non-negotiable promissory note with Cornell dated February 28, 2002 (the
"Renewal  Note").  The Renewal Note renews and restates a prior note between the
Company  and  Cornell  dated  July  14,  2001, of which the principal amount was
$100,000  with  an  annual  interest  rate  of  12%  (  the  "Original  Note").

At  the  time  the  parties  entered  into the Renewal Note, there was $5,000 of
accrued  interest  on  the  Original Note.  Pursuant to the terms of the Renewal
Note, the Company will pay Cornell $105,000 with interest thereon at the rate of
eight percent (8%) per annum.  The principal and interest on the Renewal Note is
payable  in  twelve  (12) equal monthly installments of $9,133, commencing March
15,  2002.  As  additional  consideration  for the Termination Agreement and the
Renewal  Note,  the  Company  issued  to  Cornell 50,000 shares of the Company's
common  stock.  The  payment  and  the  performance of the Renewal Note has been
unconditionally  guaranteed  personally  by  the  Company's  Chairman  of  the
Board/President,  (the  "Guaranty").  The  Renewal  Note  and  the  Guaranty are
secured by a Pledge Agreement dated February 28, 2002, (the "Pledge Agreement"),
by  and  between  Cornell  and  this  officer.  Under  the Pledge Agreement, the
officer  pledged  and  granted  to Cornell a first-priority security interest in
5,000,000  shares of the Company's common stock held of record by him.  Pursuant
to  the Pledge Agreement, the officer unconditionally agreed that if the Company
defaults on the Renewal Note, Cornell shall have the right to take and/or sell a
number  of  the pledged shares equal to the entire principal balance and accrued
interest  outstanding  and  owed to Cornell under the Renewal Note and Guaranty.

Effective  March 15, 2002 (the "Closing Date"), the Company entered into a Stock
Purchase  Agreement  dated  March  14, 2002 (the "Purchase Agreement") with PUPS
Investment,  LLC, a Florida limited liability company ("LLC"), pursuant to which
the Company agreed to issue and sell to LLC, and LLC agreed to purchase from the
Company,  from time to time in accordance with a schedule of purchases and sales
over  the  next  three  (3)  months,  an  aggregate  of 21,500,000 shares of the
Company's  common  stock,  for  an  aggregate  purchase  price of $500,000.  The
initial  purchase  of 7,500,000 shares (the "Initial Purchase") was completed on
the  Closing  Date  for  an  aggregate  purchase price of $150,000 (the "Initial
Purchase  Price").  LLC had also loaned $125,000 to the Company at various times
between  January  29,  2002 and March 13, 2002.  On the Closing Date, such loans
were  terminated  and  all  sums  were  treated as a prepayment toward the total
Initial  Purchase  Price  due  on  the  Closing  Date.


<PAGE>
                               PICK-UPS PLUS, INC.
                               -------------------
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                 -----------------------------------------------
                                 MARCH 31, 2002
                                 --------------
                                   (UNAUDITED)


NOTE   2   -     GOING  CONCERN  UNCERTAINTY:
(CONT'D)

The  Purchase  Agreement  also  provides LLC with an option to purchase from the
Company,  at  any  time  on  or  before  December  31, 2002, up to an additional
16,666,666  shares of the Company's Common Stock for an aggregate purchase price
of  $500,000.  The  Purchase  Agreement  further provides that the Company shall
take  prompt action to appoint a representative of LLC to the Board of Directors
of the Company.  The Company has agreed to pay a 5% finder's fee to Professional
Management  and Consulting Services Group, Inc.  in connection with the Purchase
Agreement.

Simultaneously  with  the  execution of the Purchase Agreement, LLC acquired all
right,  title  and  interest in a promissory note dated May 3, 2000 executed and
delivered  by  the Company in favor of PNC Bank, National Association ("PNC") in
the  original  principal  amount of $300,000, (the "Note").  In consideration of
LLC's  acquisition  of the Note, the Company agreed to make the Note convertible
into  12,651,853  shares  of  common  stock  (the  "Conversion Agreement").  LLC
exercised  the  Conversion  Agreement  in  full, effective March 15, 2002.  This
transaction  also  included  the issuance of an additional 100,000 shares of the
Company's  Common  Stock  to  PNC  to  settle  the  default  on  the  Note.

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.

NOTE  3  -  COMMITMENTS

Consulting  Agreement:

On March 14, 2002, the Company entered into a two-year Consulting Agreement (the
"Consulting  Agreement"),  with  Professional Management and Consulting Services
Group,  Inc.,  a Florida corporation  ("PMCS" or "Consultant").  The services to
be  provided  to  the  Company  by  Consultant  include the review, analysis and
formulation  of  formal and/or informal financial, strategic and business plans;
assisting  and  advising  on  all  issues  relating  to  the  Company's  growth
strategies;  providing  assistance and advice in connection with the development
and  execution of acceptable merger and acquisition strategies; assisting in the
selection  and  the  negotiation of acceptable sites for the construction of new
stores;  assisting and advising in all phases of the Company's efforts to secure
lines  of credit, establishing and enhancing banking relationships in connection
with the acquisition or construction of new stores, and as otherwise needed.  In
addition,  Consultant  shall  serve  as  the construction manager overseeing all
phases  of  construction  at  the  sites  of  all  new stores, if any, and where
appropriate,  provide  the  total  construction  contract,  as the contractor of
record.

In  consideration  of  the  services to be provided by PMCS under the Consulting
Agreement,  the  Company agreed to issue 3,000,000 shares of its common stock to
Consultant's  principals,  together  with  warrants for the purchase of up to an
additional 3,000,000 shares of common stock at exercise prices ranging from $.05
per  share  to  $.15  per  share.  The  shares  of  common stock underlying such
warrants  were  registered  with  the  Commission  on  a  Form  S-8 registration
statement and the warrants expire on March 13, 2004.  The Company also agreed to
pay  PMCS  a  management fee equal to 5% of total construction costs of each new
store  built during the term of the Consulting Agreement.  Where Consultant also
provides  contractor  services  in  addition to management services, the Company
will  pay  Consultant  an additional contractor's fee equal to 12% of such total
construction  costs,  provided however, that such management and contractor fees
shall  be reduced from time to time if necessary so as to maintain the provision
of  such services by PMCS on terms which are not less favorable than those which
could  be  obtained  from  a  third  party  in  an  arms-length  transaction.

Debentures:

On  February  14,  2002,  the  Company entered into an agreement with one of the
holders  of the Company's debentures pursuant to which the holder agreed to sell
to the Company, and the Company agreed to purchase from the holder, the holder's
outstanding  debenture  in  the  amount  of $50,000 in exchange for an aggregate
purchase  price  of  $75,000  to be paid in equal payments on March 15, 2002 and
April  15, 2002. The Company placed $10,000 into an escrow account in connection
with the transaction which funds have been released to the debenture holder.  As
of  the  date  of this report, the Company has not yet paid the remainder of the
purchase  price to the holder and has requested additional time in which to make
such  payments.
<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 franchisor, wholesaler, retailer and
installer  of  accessories for trucks and sports utility vehicles.  We currently
have  6  franchised  stores, which are located in Ohio, Indiana, Iowa, Kentucky,
California,  and  Louisiana  and  four Company-owned stores.  Two are located in
Ohio,  one  in  Kentucky  and  one  in  Indiana.

The  financial  information  presented herein is derived from the: (i) Condensed
Balance  Sheets  as  of  March  31,  2002  and December 31, 2001; (ii) Condensed
Statements  of  Operations  for the three month periods ended March 31, 2002 and
2001  and  (iii)  Condensed Statements of Cash Flows for the three month periods
ended  March  31,  2002  and  2001.


RESULTS  OF  OPERATIONS:

Revenues  for the three-month period ended March 31, 2002 consisted of net sales
generated  by the retail stores and continuing royalty fees.  Total revenues for
the  three-month  period  ended March 31, 2002 increased by 34% when compared to
the  same  period  of  the  previous  year.

Costs  of  sales,  as  a  percentage  of  retail  sales  was 66% and 64% for the
three-month  periods  ended  March  31,  2002  and  2001,  respectively.

Selling, general and administrative expenses increased by $94,100 when comparing
the  three  month  period ended March 31, 2002 to the comparable period in 2001,
primarily  due  to  the  following:  (i)  additional  selling,  general  and
administrative  expenses of the store in Akron, Ohio acquired in August, 2001 of
$52,181;  (ii)  professional  fees  of  $68,000  associated with the shareholder
agreement  executed  March  14, 2002 and preparation of an updated business plan
used  in  the  process  of  seeking  new  capital.

Without  the  items above, actual selling, general and administrative expenses
decreased for the three month period ending March 31, 2002, compared to the
same  period  in  2001.  This was a result of continued efforts to cut corporate
overhead  and  streamline  store  operations.

Interest  expense  of $7,477 and $13,370 for the three-month periods ended March
31,  2002 and 2001, respectively, is a result of the borrowings under bank loans
as  well  as  the  result  of  equipment  purchased  and financed through loans.

As a result of the above, the Company reflected net losses of $298,221 ($.01 per
share) and $234,043 ($.02 per share) for the three-month periods ended March 31,
2002  and  2001,  respectively.

LIQUIDITY  AND  CAPITAL  RESOURCES:

As  of  March  31,  2002,  current  liabilities  exceeded  current  assets  by
$757,477.  As  of December 31, 2001, current liabilities exceeded
current  assets  by $948,656.

The Company used $149,000 in cash to support operating needs in the three months
ended  March  31,  2002 compared to $119,000 used in 2001. These uses of
cash  were  offset  by  the  proceeds  of  the  new  equity  raised.

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 four 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 have been entered into
to  help  provide  funds  for  ongoing  operations.

On  March  29,  2001,  we  entered  into  (i)  a  Placement Agent Agreement (the
Agreement) with an investment banking group, May Davis Group, Inc., to assist in
the  sales  of  our  debentures and (ii) an Equity Line of Credit Agreement (the
Equity Line) with Cornell Capital Partners, LP (Cornell) whereby we will sell to
Cornell,  from  time  to  time,  up to $5 million of our common stock subject to
certain  market  limitations.  We also agreed to pay to Yorkville Advisors LC (a
general  partner  of  Cornell)  a  fee  equal  to  2% of each installment amount
invested  by  Cornell.

On  February  28,  2002,  we  entered into a Termination agreement with Cornell,
terminating  the  Equity  Line.  In  addition,  we  entered  into  a  related
non-negotiable  promissory  note  with  Cornell  dated  February  28,  2002 (the
"Renewal  Note").  The  Renewal  Note  renews  and restates a prior note between
Cornell  and us dated July 14, 2001, of which the principal amount  was $100,000
with  an  annual  interest  rate  of  12% (the "Original Note").  At the time we
entered  into  the  Renewal  Note,  there  was $5,000 of accrued interest on the
Original  Note.  Pursuant  to the terms of the Renewal Note, we will pay Cornell
$105,000 with interest thereon at the rate of eight percent (8%) per annum.  The
principal  and  interest  on  the  Renewal  Note is payable in twelve (12) equal
monthly  installments  of  $9,133,  commencing  March  15,  2002.  As additional
consideration  for  the Termination Agreement and the Renewal Note, we issued to
Cornell  50,000  shares of our common stock.  The payment and the performance of
the  Renewal Note has been unconditionally guaranteed personally by our Chairman
of  the Board/President, (the "Guaranty"). The Renewal Note and the Guaranty are
secured by a Pledge Agreement dated February 28, 2002, (the "Pledge Agreement"),
by  and  between  Cornell  and  this  officer.  Under  the Pledge Agreement, the
officer  pledged  and  granted  to Cornell a first-priority security interest in
5,000,000  shares of the Company's common stock held of record by him.  Pursuant
to  the  Pledge Agreement, the officer unconditionally agreed that if we default
on  the  Renewal Note, Cornell shall have the right to take and/or sell a number
of the pledged shares equal to the entire principal balance and accrued interest
outstanding  and  owed  to  Cornell  under  the  Renewal  Note  and  Guaranty.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES:      (CONT'D)

Effective  March 15, 2002 (the "Closing Date"), we entered into a Stock Purchase
Agreement  dated March 14, 2002 (the "Purchase Agreement") with PUPS Investment,
LLC,  a  Florida limited liability company ("LLC""), pursuant to which we agreed
to  issue and sell to LLC, and LLC agreed to purchase from us, from time to time
in  accordance  with  a  schedule of purchases and sales over the next three (3)
months,  an aggregate of 21,500,000 shares of our common stock, for an aggregate
purchase  price  of  $500,000.  The  initial  purchase  of 7,500,000 shares (the
"Initial  Purchase") was completed on the Closing Date for an aggregate purchase
price  of  $150,000  (the  "Initial  Purchase  Price").  LLC  had also loaned us
$125,000  at  various times between January 29, 2002 and March 13, 2002.  On the
Closing  Date,  such  loans  were  terminated  and  all  sums  were treated as a
prepayment  toward  the  total  Initial  Purchase Price due on the Closing Date.

The  Purchase  Agreement  also provides LLC with an option to purchase from the
Company,  at  any  time  on  or  before  December  31, 2002, up to an additional
16,666,666  shares  of  our  Common  Stock  for  an  aggregate purchase price of
$500,000.  The  Purchase  Agreement  further  provides that we shall take prompt
action  to  appoint  a representative of LLC to our Board of Directors.  We also
agreed  to  pay  a  5%  finder's  fee  to Professional Management and Consulting
Services  Group,  Inc.  in  connection  with  the  Purchase  Agreement.

Simultaneously  with  the  execution of the Purchase Agreement, LLC acquired all
right,  title  and  interest in a promissory note dated May 3, 2000 executed and
delivered  by  the Company in favor of PNC Bank, National Association ("PNC") in
the  original  principal  amount of $300,000, (the "Note").  In consideration of
LLC's  acquisition  of  the  Note,  we  agreed to make the Note convertible into
12,651,853  shares  of common stock (the "Conversion Agreement").  LLC exercised
the  Conversion  Agreement  in full, effective March 15, 2002.  This transaction
also  included  the issuance of an additional 100,000 shares of our Common Stock
to  PNC  to  settle  the  default  on  the  Note.

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.  In the event such a trend
develops,  the  Company believes that it will have sufficient funds available to
satisfy  working  capital  needs  through lines of credit and the funds expected
from  equity  sales.

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 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.  Management  believes  that  such  allowances  are adequate at this time.

 -  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>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS:

In October 2001, PNC Bank filed suit in the Court of Common Pleas,
Hamilton  County,  Ohio,  against  the  Company for non-payment of the principal
balance  owed and for a default of the personal guaranty.  On November 19, 2001,
the Company received notification from the bank that it would settle the balance
owed  in  return  for  a  payment  of $150,000, ($75,000 to be paid on or before
November  30,  2001  and $75,000 to be paid on or before December 15, 2001) plus
the  retention of 100,000 shares of the stock which was pledged by the Company's
President.  This  note  was  settled in March 2002 and the suit was dismissed.


ITEM  2.  CHANGES  IN  SECURITIES:

     Some  of  the  holders  of  the  shares  issued below may have subsequently
transferred  or  disposed  of their shares and the list does not purport to be a
current  listing  of  the  Company's  stockholders.

     During  the  period  ended  March  31,  2002,  we  have issued unregistered
securities  to the persons, as described below. We believe that each transaction
was  exempt  from the registration requirements of the Securities Act of 1933 by
virtue  of  Section  4(2)  thereof,  Regulation  D  promulgated  thereunder,  or
Regulation  S where indicated. All recipients had adequate access, through their
relationships  with  us,  to  information  about  us. Some of the holders of the
shares  issued  below  may  have  subsequently  transferred or disposed of their
shares  and  the  list does not purport to be a current listing of the Company's
stockholders.

     On  February  28, 2002 the Company issued an aggregate of 470,000 shares of
its  restricted  common  stock  to  an aggregate of six individuals for services
rendered  to  the  Company. Such shares were valued at $.02 per share. Of such
shares issued, 300,000 shares of common stock were issued to Sean Fitzgerald, an
officer  of  the  Company and John Fitzgerald's son, and 25,000 shares of common
stock  were  issued  to  Kiernan Fitzgerald, an employee of the Company and John
Fitzgerald's  daughter.

     On March 1, 2002 the Company issued 100,000 shares of its restricted common
stock  to  its  president,  John Fitzgerald, for services rendered. Such shares
were valued  at  $.02  per  share.

Stock  Purchase  Agreement  and  Related  Transactions
------------------------------------------------------

     Effective  March  15, 2002 (the "Closing Date"), the Company entered into a
Stock  Purchase  Agreement  dated  March  14,  2002 with PUPS Investment, LLC, a
Florida  limited  liability company ("Investor" or the "LLC"), pursuant to which
the  Company  agreed  to  issue  and  sell  to  Investor, and Investor agreed to
purchase  from  the  Company, from time to time in accordance with a schedule of
purchases  and  sales  over a period of three months, an aggregate of Twenty One
Million  Five  Hundred  Thousand shares of the Company's common stock, par value
$.001  per  share  (the  "Common Stock") for an aggregate purchase price of Five
Hundred Thousand Dollars. As of the date of this Current Report the Investor has
paid the Company approximately $300,000 of the Five Hundred Thousand dollars and
the Company can give no assurance that the Investor will make payment on the
remainder of the funds pursuant to the Stock Purchase Agreement.

     Pursuant  to the transaction documents an initial purchase of Seven Million
Five  Hundred Thousand shares was completed on the Closing Date for an aggregate
purchase price of One Hundred Fifty Thousand Dollars. Prior to the Closing Date,
the  Investor  loaned One Hundred Twenty Five Thousand Dollars to the Company at
various  times between January 29, 2002 and March 13, 2002. On the Closing Date,
such  loans were terminated and all sums were treated as a prepayment toward the
total  Initial  Purchase  Price  due  on  the  Closing  Date. Additionally in
2002 the Company issued an additional 2,000,000 shares of its common  stock to
the Investor pursuant to the transaction documents.

     The  Purchase  Agreement  also provides Investor with an option to purchase
from  the  Company,  at  any  time  on  or  before  December  31, 2002, up to an
additional  Sixteen Million Six Hundred Sixty Six Thousand Six Hundred Sixty Six
shares  of  the  Company's  Common Stock for an aggregate purchase price of Five
Hundred  Thousand  Dollars.  The  Purchase  Agreement  further provides that the
Company  shall  allow  a  representative  of  the  LLC  to serve on the Board of
Directors  of the Company. The Company has agreed to pay a one time five percent
(5%) finder's fee to Professional Management and Consulting Services Group, Inc.

Conversion  Agreement
---------------------

     Simultaneously  with  the execution of the Purchase Agreement, the Investor
acquired  all  right,  title and interest in a Promissory Note dated May 3, 2000
executed and delivered by the Company in favor of PNC Bank, National Association
("PNC") in the original principal amount of Three Hundred Thousand Dollars, (the
"Note"),  together  with  certain  other  documents  and instruments evidencing,
securing  and/or  relating  to  the  Note (collectively with the Note, the "Loan
Documents").  The  Note  matured  on June 1, 2001 and the Company was in default
thereon.  The  principal  outstanding  on  the  Note was Two Hundred Fifty Three
Thousand  Thirty  Seven dollars, plus accrued interest from October 4, 2001. PNC
filed  a Complaint in the Court of Common Pleas, Hamilton County, Ohio seeking a
judgment  against  the  Company  on  the  defaulted  Note.  In  consideration of
Investor's  acquisition  of  the  Note and Loan Documents, the Company agreed to
make  the  Note  convertible  into Twelve Million Six Hundred Fifty One Thousand
Eight  Hundred  Fifty Three shares of Common Stock (the "Conversion Agreement").
Investor  exercised  the Conversion Agreement in full, effective March 15, 2002.
This  transaction also included the issuance on March 15, 2002, of an additional
One  Hundred  Thousand shares of the Company's restricted common stock to PNC to
settle  the  default  on  the  Note.


Transactions  with  Cornell  Capital  Partners,  L.P.
-----------------------------------------------------

     On February 28, 2002, the Company entered into a Termination Agreement with
Cornell  Capital  Partners,  L.P.,  a  Delaware limited partnership ("Cornell"),
terminating  the  existing  Equity  Line  of  Credit Agreement, the Registration
Rights  Agreement  and  the Escrow Agreement, each dated March 29, 2001, between
the  Company  and Cornell. In addition to the Termination Agreement, the Company
entered  into  a  related  Non-Negotiable  Promissory  Note  with  Cornell dated
February  28,  2002 (the "Renewal Note"). The Renewal Note renews and restates a
prior  note  between  the  Company and Cornell dated July 14, 2001, of which the
principal  amount  was  One  Hundred Thousand Dollars, and the interest rate was
twelve percent (12%) (the "Original Note"). At the time the parties entered into
the  Renewal  Note,  there  was Five Thousand Dollars of accrued interest on the
Original  Note.

     Pursuant  to  the  terms  of  the  Renewal  Note, the Company agreed to pay
Cornell  One  Hundred Five Thousand Dollars with interest thereon at the rate of
eight  percent  per  annum.  The  principal  and interest on the Renewal Note is
payable in twelve equal monthly installments of Nine Thousand One Hundred Thirty
Three  Dollars,  commencing  March 15, 2002. As additional consideration for the
Termination  Agreement and the Renewal Note, the Company issued to Cornell Fifty
Thousand  restricted  shares  of  the  Company's  Common  Stock.

     The  payment  and  the  performance  of  the  Renewal  Note  has  been
unconditionally guaranteed personally by the Company's Chairman of the Board and
President,  John  Fitzgerald (the "Guaranty"). The Renewal Note and the Guaranty
are  secured  by  a  Pledge  Agreement  dated  February  28,  2002  (the "Pledge
Agreement")  by  and  between  Cornell  and  Mr.  Fitzgerald.  Under  the Pledge
Agreement,  Mr.  Fitzgerald  pledged  to  Cornell  and  granted  to  Cornell  a
first-priority  security  interest  in  Five  Million  (5,000,000) shares of the
Company's  Common Stock held of record by Mr. Fitzgerald. Pursuant to the Pledge
Agreement, Mr. Fitzgerald unconditionally agreed that if the Company defaults on
the  Renewal  Note, Cornell shall have the right to take and/or sell a number of
the  pledged  shares  equal to the entire principal balance and accrued interest
outstanding  and  owed  to  Cornell  under  the  Renewal  Note  and  Guaranty.


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES:

     Not  Applicable


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS:

     Not Applicable

ITEM  5.  OTHER  INFORMATION:

Consulting  Agreement
---------------------

     On March 14, 2002, the Company entered into a two-year Consulting Agreement
(the  "Consulting  Agreement"),  with  Professional  Management  and  Consulting
Services  Group,  Inc.,  a  Florida  corporation  ("PMCS" or "Consultant").  The
services  to  be  provided  to  the  Company  by  Consultant include the review,
analysis  and  formulation  of  formal  and/or informal financial, strategic and
business  plans;  assisting and advising on all issues relating to the Company's
growth  strategies;  providing  assistance  and  advice  in  connection with the
development  and  execution  of  acceptable  merger  and acquisition strategies;
assisting  in  the  selection  and  the  negotiation of acceptable sites for the
construction  of  new  stores;  assisting  and  advising  in  all  phases of the
Company's  efforts to secure lines of credit, establishing and enhancing banking
relationships  in connection with the acquisition or construction of new stores,
and  as  otherwise  needed.  In  addition,  Consultant  shall  serve  as  the
construction  manager  overseeing all phases of construction at the sites of all
new  stores,  if  any,  and  where  appropriate,  provide the total construction
contract,  as  the  contractor  of  record.

     In  consideration  of  the  services  to  be  provided  by  PMCS  under the
Consulting  Agreement,  the  Company agreed to issue Three Million shares of its
Common Stock to Consultant's principals, together with warrants for the purchase
of  up  to an additional Three Million shares of Common Stock at exercise prices
ranging  from  $.05  per  share  to  $.15  per share. The shares of common stock
underlying  such  warrants  were  registered  with  the Commission on a Form S-8
registration  statement. The warrants expire on March 13, 2004. The Company also
agreed  to pay PMCS a management fee equal to five percent of total construction
costs of each new store built during the term of the Consulting Agreement. Where
Consultant also provides contractor services in addition to management services,
the  Company  will pay Consultant an additional contractor's fee equal to twelve
percent  (12%)  of  such  total  construction costs, provided however, that such
management  and  contractor fees shall be reduced from time to time if necessary
so  as to maintain the provision of such services by PMCS on terms which are not
less  favorable  than  those  which  could  be obtained from a third party in an
arm-length  transaction.

Debentures
-----------

     On February 14, 2002, the Company entered into an agreement with one of the
holders  of the Company's debentures pursuant to which the holder agreed to sell
to the Company, and the Company agreed to purchase from the holder, the holder's
outstanding  debenture  in  the  amount  of $50,000 in exchange for an aggregate
purchase  price  of  $75,000  to be paid in equal payments on March 15, 2002 and
April  15, 2002. The Company placed $10,000 into an escrow account in connection
with  the  transaction which funds have been released to the debenture holder.
As of the date of this Report, the Company has not yet paid the remainder of the
purchase price to the holder and has requested additional time in which to  make
such  payments.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K:

     (a)     Exhibits


3.1  Certificate  of  Incorporation  of  the  Company  filed  as  Exhibit  3A
     to  the  registration  statement  on  Form  10-SB  filed  with  the
     Commission  on  May  11,  1999  and  incorporated  herein  by  reference

3.2  Amendments  to  Certificate  of  Incorporation  of  the  Company  filed
     as  Exhibit  3.B  to  the  registration  statement  on  Form  10-SB  filed
     with  the  Commission  on  May  11,  1999  and  incorporated  herein  by
     reference

3.3  By-Laws  of  the  of  the  Company  filed  as  Exhibit  3.C  to  the
     registration  statement  on  Form  10-SB/A  filed  with  the  Commission
     on  July  7,  1999  and  incorporated  herein  by  reference

3.4  Form of certificate of Amendment of the Company's Certificate of
     Incorporation filed with the State of Delaware filed as an Exhibit to the
     Company's Report of Form 10KSB filed with the Commission on April 16, 2002
     and incorporated by reference

10.1 Stock  Purchase  Agreement  by  and  between  Pick-Ups  Plus, Inc. and PUPS
     Investment,  LLC,  dated  March  14,  2002  and  filed as an exhibit to the
     Company's  Form 8-K (File No. 000-28255) filed with the Commission on March
     22,  2002.

10.2 Conversion  Agreement  by  and  between  Pick-Ups  Plus,  Inc.  and  PUPS
     Investment,  LLC,  dated  March  14,  2002  and  filed as an exhibit to the
     Company's  Form 8-K (File No. 000-28255) filed with the Commission on March
     22,  2002.

10.3 Finder's  Agreement  by  and between Professional Management and Consulting
     Services  Group,  Inc.  and  Pick-Ups  Plus, Inc., dated March 14, 2002 and
     filed  as  an  exhibit to the Company's Form 8-K (File No. 000-28255) filed
     with  the  Commission  on  March  22,  2002.

10.4 Termination  Agreement  by  and  between Cornell Capital Partners, L.P. and
     Pick-Ups Plus, Inc., dated February 28, 2002 and filed as an exhibit to the
     Company's  Form 8-K (File No. 000-28255) filed with the Commission on March
     22,  2002.

10.5 Non-Negotiable  Promissory  Note  by  and between Cornell Capital Partners,
     L.P.,  as  Payee, and Pick-Ups Plus, Inc. as Maker, dated February 28, 2002
     and  filed  as  an  exhibit  to the Company's Form 8-K (File No. 000-28255)
     filed  with  the  Commission  on  March  22,  2002.

10.6 Guaranty  by and between Cornell Capital Partners, L.P. and John Fitzgerald
     as  Guarantor,  dated  February  28,  2002  and  filed as an exhibit to the
     Company's  Form 8-K (File No. 000-28255) filed with the Commission on March
     22,  2002.

10.7 Pledge  Agreement  by  and  between Cornell Capital Partners, L.P. and John
     Fitzgerald,  dated  February  28,  2002  and  filed  as  an  exhibit to the
     Company's  Form 8-K (File No. 000-28255) filed with the Commission on March
     22,  2002.

10.8 Consulting  Agreement  By  and Between Pick-Ups Plus, Inc. and Professional
     Management  and  Consulting  Services Group, Inc., dated March 14, 2002 and
     filed  as  an  exhibit to the Company's Form 8-K (File No. 000-28255) filed
     with  the  Commission  on  March  22,  2002.

10.9 Warrant  Agreement  dated  March  14,  2002,  for the purchase of 1,000,000
     Shares  of  Common  Stock  at $.05 per share and filed as an exhibit to the
     Company's  Form 8-K (File No. 000-28255) filed with the Commission on March
     22,  2002.

10.10  Warrant  Agreement  dated  March  14, 2002, for the purchase of 1,000,000
       Shares of Common Stock  at $.10 per share and filed as an exhibit to the
       Company's Form 8-K (File No. 000-28255) filed with the Commission on
       March 22,  2002.

10.11  Warrant  Agreement  dated  March  14, 2002, for the purchase of 1,000,000
       Shares of Common  Stock  at $.15 per share and filed as an exhibit to the
       Company's Form 8-K (File No. 000-28255) filed with the Commission on
       March 22,  2002.

     (b)     Reports  on  Form  8-K

             On March 22, 2002 the Company filed a Report on Form 8-K with the
Commission to disclose that the Company entered into a stock purchase agreement
with PUPS Investment, LLC, that the Company entered into a conversion agreement,
the Company terminate its equity line of credit and entered into a consulting
agreement with Professional Management and Consulting Services Group, Inc.


<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/  John  Fitzgerald
                          -----------------------
                           John  Fitzgerald.  President


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

Dated:  May 20, 2002