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  September  30,  2001

(  )    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  20,998,507 shares of the registrant's common stock outstanding
as  of  September  30,  2001.

     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, 2001 (unaudited) and December 31, 2000     3

         Condensed  Statements of Operations - Three and Nine Months Ended September 30,
         2001 and  2000  (unaudited)                                                          4

         Condensed  Statements  of Cash Flows - Nine Months Ended September 30, 2001
         And 2000  (unaudited)                                                                5

         Notes  to  Interim  Condensed  Financial  Statements                           6  -  7


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
          of  Operations                                                                8  -  9


PART  II.  OTHER  INFORMATION                                                         10  -  11


SIGNATURES                                                                                   12

</TABLE>
<PAGE>

                          PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

ITEM  1.  FINANCIAL  STATEMENTS

                                        PICK-UPS PLUS, INC.
                                        -------------------
                                      CONDENSED BALANCE SHEETS
                                      ------------------------

                                             - ASSETS -
                                                                       SEPTEMBER 30,     December 31,
                                                                             2001          2000
                                                                         ------------  ------------
                                                                         (UNAUDITED)
<S>                                                                           <C>           <C>
CURRENT ASSETS:
Cash                                                                     $     3,311   $   291,743
Accounts receivable - net of allowance for doubtful accounts of $-0-
 and $4,424 for 2001 and 2000                                                    604         5,375
Inventories                                                                  160,751       100,933
Prepaid expenses and other current assets                                    180,230           850
                                                                         ------------  ------------
TOTAL CURRENT ASSETS                                                         344,896       398,901
                                                                         ------------  ------------
FIXED ASSETS - NET                                                           128,347       114,870
                                                                         ------------  ------------
OTHER ASSETS:
Costs in excess of net assets acquired - net                                 192,589       157,301
Franchise development costs - net                                                  -         4,200
Other assets                                                                  46,655        51,905
                                                                         ------------  ------------
                                                                             239,244       213,406
                                                                         ------------  ------------
                                                                         $   712,487   $   727,177
                                                                         ============  ============
                          - LIABILITIES AND SHAREHOLDERS' DEFICIT -
CURRENT LIABILITIES:
Credit line payable - bank                                               $   252,954   $   393,100
Accounts payable                                                             565,001       338,384
Accrued expenses                                                              56,578        13,925
Loans payable - current                                                      130,723        55,243
Capitalized leases payable - current                                          12,856        12,366
Notes payable - acquisition                                                   79,773             -
                                                                         ------------  ------------
TOTAL CURRENT LIABILITIES                                                  1,097,885       813,018
                                                                         ------------  ------------
NON-CURRENT LIABILITIES:
Loans payable                                                                 78,100       103,279
Capitalized leases                                                            23,884        33,894
Loans payable - officer                                                       28,232        56,393
Convertible debentures                                                       207,000             -
                                                                         ------------  ------------
                                                                             337,216       193,566
                                                                         ------------  ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Preferred stock, $1 par value; 5,000,000 shares authorized; none
 issued                                                                            -             -
Common stock, $.001 par value; 50,000,000 shares authorized, 20,998,507
 and 12,778,932 shares issued for 2001 and 2000, respectively                 20,999        12,779
Additional paid-in capital                                                 1,680,523     1,215,404
Accumulated deficit                                                       (2,424,136)   (1,507,590)
                                                                         ------------  ------------
                                                                            (722,614)     (279,407)
                                                                         ------------  ------------
                                                                         $   712,487   $   727,177
                                                                         ============  ============
</TABLE>

                            See accompanying notes.

<PAGE>


<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,
                                                    -------------------     -------------------
                                                     2001         2000          2001         2000
                                                 ------------  ------------  ---------- -----------
<S>                                              <C>           <C>          <C>           <C>
REVENUES:
Retail sales                                     $   477,808   $  480,450   $ 1,349,764   $1,014,568
Initial franchise fees                                     -            -        50,000        5,000
Royalties                                             11,784       18,496        37,541       54,702
                                                 ------------  -----------  ------------  -----------
                                                     489,592      498,946     1,437,305    1,074,270
                                                 ------------  -----------  ------------  -----------

COSTS AND EXPENSES (INCOME):
Cost of sales                                        363,951      283,876       971,195      655,630
Selling, general and administrative expenses         467,198      408,809     1,334,330      979,288
Other income                                             (19)           -          (266)     (70,578)
Interest expense                                      17,120       11,070        48,592       23,627
                                                 ------------  -----------  ------------  -----------
                                                     848,250      703,755     2,353,851    1,587,967
                                                 ------------  -----------  ------------  -----------

LOSS BEFORE PROVISION (CREDIT) FOR INCOME TAXES     (358,658)    (204,809)     (916,546)    (513,697)

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

NET LOSS                                         $  (358,658)  $ (204,809)  $  (916,546)  $ (513,697)
                                                 ============  ===========  ============  ===========


BASIC /DILUTED LOSS PER COMMON SHARE             $      (.02)  $     (.03)  $      (.06)  $     (.07)
                                                 ============  ===========  ============  ===========
WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                                      17,707,968    7,020,322    14,680,718    6,845,415
                                                 ============  ===========  ============  ===========
</TABLE>
                            See accompanying notes.

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


                                                                                    For the Nine Months
                                                                                    Ended  September  30,
                                                                                    ---------------------
                                                                                       2001        2000
                                                                                    ----------  ----------
<S>                                                                                    <C>         <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                            $(916,546)  $(513,697)
Adjustments to reconcile net loss to net cash (utilized) by operating activities:
Depreciation and amortization                                                          61,534      32,924
Bad debt provision                                                                          -       7,054
Imputed interest on shareholder loan                                                    3,509       2,254
Compensatory shares                                                                    58,000       7,000
Changes in assets and liabilities:
Decrease (increase) in accounts receivable                                              4,771     (17,229)
(Increase) in inventory                                                               (59,818)    (63,652)
(Increase) in prepaid expenses                                                        (67,130)       (674)
Increase in accounts payable                                                          248,867     256,355
Increase in accrued expenses                                                           42,653         550
                                                                                    ----------  ----------
NET CASH (UTILIZED) BY OPERATING ACTIVITIES                                          (624,160)   (289,115)
                                                                                    ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                  (45,811)     (9,481)
Security deposits refunded (paid)                                                      10,000     (50,000)
Acquisition of assets                                                                 (68,227)   (140,427)
                                                                                    ----------  ----------
NET CASH (UTILIZED) BY INVESTING ACTIVITIES                                          (104,038)   (199,908)
                                                                                    ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under short term loans                                                  40,146     300,000
Principal payments of long-term debt                                                  (49,699)    (63,854)
Payments of capitalized leases                                                         (9,520)     (9,208)
Repayment of officer's loan                                                           (28,161)     31,612
Proceeds from convertible debentures                                                  300,000           -
Proceeds from sale of equity securities                                               187,000     227,000
                                                                                    ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                             439,766     485,550
                                                                                    ----------  ----------

NET (DECREASE) IN CASH EQUIVALENTS                                                   (288,432)     (3,473)

Cash and cash equivalents, beginning of year                                          291,743      11,188
                                                                                    ----------  ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                            $   3,311   $   7,715
                                                                                    ==========  ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 (i)  Cash paid during the year:
Interest                                                                            $  42,282   $  21,373
Taxes                                                                                       -           -

                            See accompanying notes.
</TABLE>

<PAGE>
                               PICK-UPS PLUS, INC.
                               -------------------
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                 -----------------------------------------------
                               SEPTEMBER 30, 2001
                               ------------------
                                   (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 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,
2000.  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, 2001 and
the  results  of  its  operations  for  the  three  and nine-month periods ended
September  30, 2001 and 2000 and its cash flows for the nine-month periods ended
September  30,  2001  and  2000.

The  results  of operations for the three and nine-month periods ended September
30,  2001  and 2000 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 2000 and has sustained a further operating loss of
$916,546  during  the  first  nine months of 2001.  In addition, the Company has
used  substantial amounts of working capital in its operations.  As of September
30,  2001,  current  liabilities  exceed  current  assets  by $752,989 and total
liabilities  exceed  total  assets  by  $722,614.

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.

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 will sell to Cornell, from time to time, up to
$5  million of the Company's common stock subject to certain market limitations.
The  Company  has  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.

<PAGE>
                               PICK-UPS PLUS, INC.
                               -------------------
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                 -----------------------------------------------
                               SEPTEMBER 30, 2001
                               ------------------
                                   (UNAUDITED)

NOTE   2   -     GOING  CONCERN  UNCERTAINTY  (CONTINUED):

Management  believes  that  the above-described actions will provide the Company
with  its immediate financial needs to enable it to continue as a going concern.

During  April  and  May 2001, the Company issued $300,000 of its debentures (see
Note  3)  and as of September 30, 2001 sold 5,232,861 shares of its common stock
for  net  proceeds  of  $187,000.

NOTE   3   -     CONVERTIBLE  DEBENTURES:

On March 29, 2001 the Company entered into a Placement Agent Agreement (see Note
2)  to  assist in the sale of an aggregate of $500,000 in principal amount of 5%
convertible  debentures  (the "Debentures").  The Debentures will be due in 2006
with  interest being computed on the basis of a 365-day year. The Debentures are
convertible  at  a conversion price equal to either (a) $.50 per share or (b) an
amount  equal  to eighty percent (80%) of the lowest five (5) closing bid prices
of  our  common stock for the twenty (20) trading days immediately preceding the
conversion  date.

During  April  and  May  2001,  the  Company  issued $300,000 of its debentures.
Through  September  30,  2001,  certain  holders  had  converted an aggregate of
$93,000  of their debentures in exchange for 2,139,464 of Company common shares.

NOTE   4   -     SHORT-TERM  BORROWINGS:

On July 17, 2001 the Company entered into a promissory note with Cornell Capital
Partners,  LP  in  which  the  Company  was to receive an aggregate of $200,000,
repayable  with interest at an annual rate of 12%.  Repayment of this loan is to
occur  within forty-five business days from the date on which the Company was in
receipt of the principal sum of $200,000.  As of September 30, 2001, the Company
had  received  $100,000.

NOTE   5   -     ACQUISITION  OF  ASSETS:

On August 2, 2001, the Company completed the acquisition of certain assets of an
unrelated  entity.  The purchase price was paid as follows:  (a) $65,000 in cash
at closing; (b) issuance of a $44,000 non-interest bearing note payable in equal
monthly  installments  of $4,000 commencing September 2001 and (c) issuance of a
$39,000  non-interest  bearing  note payable no later than 30 days after closing
upon  the  satisfaction  of certain conditions.  The Company also issued 300,000
shares valued at $18,000 of its common stock as part of the purchase price.  The
assets  acquired  consist  of  store  fixtures,  shop  equipment  and inventory.

<PAGE>
                               PICK-UPS PLUS, INC.
                               -------------------
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                 -----------------------------------------------
                               SEPTEMBER 30, 2001
                               ------------------
                                   (UNAUDITED)

NOTE   6   -     NEW  ACCOUNTING  PRONOUNCEMENTS:

In  June  2001,  the  Financial  Accounting Standards Board issued Statements of
Financial  Accounting  Standards  No.  141,  Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December  15,  2001.  Under  the  new  rules,  the pooling of interest method of
accounting  is  no  longer  allowed  for business combinations and goodwill (and
intangible  assets  deemed to have indefinite lives) will no longer be amortized
but  will  be  subject  to  annual  impairment  tests  in  accordance  with  the
Statements.  Other  intangible  assets  will continue to be amortized over their
useful  lives.

The  Company  will  apply  the  new  rules  on accounting for goodwill and other
intangible  assets  beginning in the first quarter in the year beginning January
1,  2002  (fiscal  2003).  Application of the non-amortization provisions of the
Statement  is  expected  to  result  in an increase in net income of $36,000 per
year.  During  2002,  the  Company  will  perform  the  first  of  the  required
impairment  tests  of  goodwill  and  indefinite  lived  intangible assets as of
January  1,  2002 and has not yet determined what the effect of these tests will
be  on  the  earnings  and  financial  position  of  the  Company.


NOTE   7   -     CREDIT  LINE  PAYABLE  -  BANK/SUBSEQUENT  LITIGATION:

In  May  2000,  the  Company entered into an agreement with its bank (PNC Bank),
which  provided  for a line of credit in the amount of $300,000, with borrowings
being  collateralized  by  all  of  the Company's assets, the unlimited personal
guaranty  of  the Company's President as well as 144,000 shares of the Company's
common  stock  which  are  held by its President.  The principal payment on this
credit  line  was  due  in  June  2001.

In  October  2001,  the  bank  filed suit in the Court of Common Pleas, Hamilton
County,  Ohio, against the Company for non-payment of the principal balance owed
($252,954  as of September 30, 2001) and for a default of the personal guaranty.

On  November  19,  2001, the Company received notification from the bank that it
will 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.





<PAGE>

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

INTRODUCTION:

Pick-Ups  Plus,  Inc.,  incorporated  in  Delaware  in  1993,  is  a franchisor,
wholesaler,  retailer and installer of accessories for trucks and sports utility
vehicles.  We currently have 7 franchised stores in operation, which are located
in  California,  Idaho,  Indiana,  Iowa, Kentucky, Ohio and Oregon.  In 2001, we
also  entered into agreements with two additional franchisees for stores not yet
operational.  We  also  conduct  business  at  four  Company-owned  stores  in
Sharonville,  Ohio  (acquired  on  September  30, 1998, as the prototype store),
Florence,  Kentucky  (acquired in May 2000), Muncie, Indiana (acquired in August
2000)  and  Akron,  Ohio  (acquired  in  August  2001).  These acquisitions were
recorded  under  the  purchase  method  of  accounting.

The  financial  information  presented herein is derived from the: (i) Condensed
Balance  Sheets  as  of September 30, 2001 and December 31, 2000; (ii) Condensed
Statements  of  Operations  for the three and nine month periods ended September
30,  2001  and  2000  and  (iii) Condensed Statements of Cash Flows for the nine
month  periods  ended  September  30,  2001  and  2000.

RESULTS  OF  OPERATIONS:

Revenues  consist of net sales generated by the retail stores as well as initial
franchise  fees  and  continuing  royalty  fees  paid by our franchisees.  Total
revenues for the three-month period ended September 30, 2001 decreased by $9,000
(or  2%)  when  compared  to  the  same period of the prior year, however, total
revenues  for  the  nine month period ended September 30, 2001 was $1,437,000 as
compared  to  $1,074,000  for  the  nine  month period ended September 30, 2000,
reflecting  an  increase  of  $363,000  or  34%.  This  increase  is  directly
attributable to sales generated by the Kentucky store, which was acquired in May
2000,  our  store  in  Indiana, which was acquired in August 2000 and our newest
location  in  Ohio,  which  was  acquired  in  August  2001

Costs  of  sales,  as  a  percentage  of  retail  sales  was 76% and 59% for the
three-month periods ended September 30, 2001 and 2000, respectively, and 72% and
65%  for the nine-month periods ended September 30, 2001 and 2000, respectively.

Selling, general and administrative expenses increased by $58,000 when comparing
the  three-month  periods  ended September 30, 2001 and 2000.  We experienced an
increase  in  selling,  general  and  administrative expenses for the nine-month
period  ended September 30, 2001 of $355,000 when compared to the same period of
the  prior  year,  primarily  due  to  the following: (i) the continuation of an
aggressive  advertising  program  to  help  accelerate  the  name recognition of
Pick-Ups  Plus,  Inc.  as  well  as  the franchise opportunity which resulted in
increased  expenses  as  discussed above; (ii) increase in professional fees due
primarily  to  expenses  relating to the ongoing requirements of a publicly held
company and (iii) additional overhead expenses associated with the new stores in
Kentucky  and  Indiana  which  were  acquired  in  May  2000  and  August  2000,
respectively  and  the  Ohio  store  which  was  acquired  in  August  2001.

Interest  expense  of  $17,000  and  $11,000  for  the three-month periods ended
September  30, 2001 and 2000, and $48,000 and $23,000 for the nine-month periods
ended  September  30, 2001 and 2000, respectively, is a result of the borrowings
under  the  bank  credit  lines  and  other short-term borrowings as well as the
result  of  equipment  purchased  and  financed  through  loans.


<PAGE>
As a result of the above, the Company reflected net losses of $358,658 ($.02 per
share)  for the three-month period ended September 30, 2001 as compared to a net
loss of $204,809 ($.03 per share) for the three-month period ended September 30,
2000.  Net  loss  for  the nine-month period ended September 30, 2001 aggregated
$916,546 ($.06 per shares) as compared to $513,697 ($.07 per share) for the same
period  in  2000.

LIQUIDITY  AND  CAPITAL  RESOURCES:

As  of  September  30,  2001,  current  liabilities  exceeded  current assets by
approximately  $753,000.  As  of December 31, 2000, current liabilities exceeded
current  assets  by  approximately  $414,000.

During  the nine-month period ended September 30, 2001, we used $624,000 in cash
to  support our operating needs and utilized $68,000 towards the purchase of the
assets  acquired  for  the Akron store location.  This was offset by $487,000 in
funds  generated  through the issuance of convertible debentures and the sale of
shares  of  our  common stock.  During the same period in 2000, the Company used
$289,000  in  cash  for operations and $149,000 to acquire capital assets and to
purchase the assets which form the basis of our Kentucky store.  This was offset
by  the  proceeds from the sale of common stock purchase warrants and draw-downs
under  our  bank  credit  line.

In  May  2000,  the  Company entered into an agreement with its bank (PNC Bank),
which  provided  for a line of credit in the amount of $300,000, with borrowings
being  collateralized  by  all  of  the Company's assets, the unlimited personal
guaranty  of  the Company's President as well as 144,000 shares of the Company's
common  stock  which  are  held by its President.  The principal payment on this
credit  line  was  due  in  June  2001.

In  October  2001,  the  bank  filed suit in the Court of Common Pleas, Hamilton
County,  Ohio, against the Company for non-payment of the principal balance owed
($252,954  as of September 30, 2001) and for a default of the personal guaranty.
The  Company is currently in discussion with the bank regarding repayment of the
amount  due.

On  November  19,  2001, the Company received notification from the bank that it
will 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.

The  Company currently has insufficient funds available for operations and would
be  required  to seek additional financing to supplement cash generated from the
operations  of  the  four  Company  owned retail stores.  On March 29, 2001, the
Company  entered  into (i) a Placement Agent Agreement ("the Agreement") with an
investment  banking group to assist in the sales of the Company's debentures and
(ii)  an  Equity  Line  of  Credit  Agreement  ("the  Equity Line") with another
investment  firm  whereby  the  Company  will  sell, from time to time, up to $5
million  of  the  Company's  common stock subject to certain market limitations.
The  Company  has  agreed  to  pay  a fee equal to 2% of each installment amount
invested  in  the  Company  by  this  firm.

Management  believes  that  the above-described actions will provide the Company
with  its immediate financial needs to enable it to continue as a going concern.

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

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  aftermarket
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  May  2000,  the  Company entered into an agreement with its bank (PNC Bank),
which  provided  for a line of credit in the amount of $300,000, with borrowings
being  collateralized  by  all  of  the Company's assets, the unlimited personal
guaranty  of  the Company's President as well as 144,000 shares of the Company's
common  stock  which  are  held by its President.  The principal payment on this
credit  line  was  due  in  June  2001.

In  October  2001,  the  bank  filed suit in the Court of Common Pleas, Hamilton
County,  Ohio, against the Company for non-payment of the principal balance owed
($252,954  as of September 30, 2001) and for a default of the personal guaranty.

On  November  19,  2001, the Company received notification from the bank that it
will 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.

There  is  no other current outstanding litigation in which we are involved
other than routine  litigation  incidental  to  ongoing  business.

ITEM  2.  CHANGES  IN  SECURITIES:

On  March  29, 2001, we entered into an Equity Line of Credit Agreement ("Equity
Line  Agreement")  with  Cornell  Capital  Partners  LP  ("Cornell")  to sell to
Cornell, subject to certain limitations and conditions, from time to time, up to
$5  million of our common stock.  Pursuant to such Equity Line Agreement, during
the  period  ended September 30, 2001, we issued at various times to Cornell, an
aggregate  of  3,663,003 shares of our common stock.  The shares of common stock
issued underlying the Equity Line Agreement were registered with the SEC on Form
SB-2,  which  was  declared  effective  on  June  5,  2001.

During  the  period  ended  September  30,  2001, the Company issued, at various
times,  an aggregate of 2,139,464 shares of its common stock upon the conversion
by  an aggregate of ten holders of the Company's 5% convertible debentures.  The
debentures  were  converted  on  different  dates  at  an amount equal to eighty
percent  (80%) of the lowest five (5) closing bid prices of the Company's common
stock  for  the  twenty  (20)  trading days immediately preceding the conversion
date.  The  shares  of common stock issued underlying the convertible debentures
were  registered with the SEC on Form SB-2, which was declared effective on June
5,  2001.  As of November 1, 2001, certain holders had converted an aggregate of
$108,200  of  their  debentures  with  an  aggregate  of $191,800 of convertible
debentures,  which  have  not  yet  been  converted,  still  outstanding.

On July 17, 2001 the Company entered into a promissory note with Cornell Capital
Partners,  LP  in  which  the  Company  was to receive an aggregate of $200,000,
repayable  with  interest at the rate of 12% per annum which payment, as per the
promissory  note,  was  payable within forty-five business days from the date on
which  the  Company  was in receipt of the principal sum of $200,000.  As of the
date  of  this  report,  the  Company  has received the principal loan amount of
$100,000.  Additionally,  the  Company  is  to  issue  to  Yorkville  Advisors
Management,  LLC  a  warrant  to purchase 200,000 shares of the Company's common
stock  at  an  exercise price of $.10 per share.  Such shares, as of the date of
this  report,  have  not  yet  been  issued.

On August 2, 2001, the Company completed the acquisition of certain assets of an
unrelated  entity.  The purchase price agreed to was as follows:  (a) $65,000 in
cash  at closing; (b) issuance of a $44,000 non-interest bearing note payable in
equal  monthly  installments  of  $4,000  commencing  September 2001 and (c) the
issuance  of  a  $39,000 non-interest bearing note payable no later than 30 days
after  closing  upon  the  satisfaction of certain conditions.  The Company also
issued 300,000 restricted shares of its common stock (valued at $18,000) as part
of  the  purchase  price.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES:

     Not  Applicable

<PAGE>

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

We  held  our  most recent Annual Meeting of Stockholders on August 9, 2001.  At
the  meeting,  our  stockholders  considered  and  voted  on several matters, as
follows:

     1.     Two  directors  were  nominated  by  management  for election to the
Board.  Our  stockholders  voted in connection with the election of directors as
follows:

                                   For     Abstain
                                   ---     -------
John  Fitzgerald            11,907,952      77,285
Robert  White               11,908,052      77,185

     2.     Our  stockholders  ratified the appointment of Lazar Levine & Felix,
LLP  Certified  Public  Accountants, as our independent auditors for our current
fiscal  year  by  a  majority  vote  as  follows:

                           For     Against     Abstain
                           ---     -------     -------
                    11,903,265      47,992      33,980

     3.     Our  stockholders  ratified  and  approved  an  amendment  to  our
certificate  of  incorporation to increase our authorized shares from 50,000,000
shares to 100,000,000 shares.  The Company has not yet filed an amendment to its
certificate  of  incorporation  with  the  state  of  Delaware  increasing  its
authorized  shares.

                           For     Against     Abstain
                           ---     -------     -------
                    11,696,012     246,128      43,097


ITEM  5.  OTHER  INFORMATION:

     Not  Applicable


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

     (a)     Exhibits
             None

     (b)     Reports  on  Form  8-K
             None

<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:  November  16,  2001