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

                                   FORM 10-QSB

(Mark  One)

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

        For  the  quarterly  period  ended September 30, 2002

(  )    TRANSITION  REPORT UNDER  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)

              4360 Ferguson Drive, Suite 120, Cincinnati, OH 45245
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (513) 943-4100
                                 --------------
                             Issuer's Telephone Number

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


Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days.  Yes X  No.
                                                                        ---
There were 68,281,497 shares of the registrant's common stock
outstanding as of September 30, 2002. Such figure does not include 4,150,000
shares that were issued by the Company, subsequently cancelled by the Company
and not yet returned to the Company.

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 - September 30, 2002 (unaudited) and December 31, 2001        3

     Condensed  Statements of Operations - Three and Nine Months Ended September 30,  2002
          and  2001  (unaudited)                                                             4

     Condensed  Statements  of Cash Flows - Nine Months Ended September 30, 2002 and
          2001  (unaudited)                                                                  5

     Notes  to  Interim  Condensed  Financial  Statements                                 6  -  9


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
               of  Operations                                                            10  -  12


Item  3  -  Controls  and  Procedures                                                        12


PART  II.  OTHER  INFORMATION                                                            13  -  14


SIGNATURES                                                                                   15

EXHIBITS
</TABLE>

<PAGE>

                                     Page 2
<TABLE>
<CAPTION>
                              PICK-UPS PLUS, INC.
                              ---------------------
                            CONDENSED BALANCE SHEETS
                           --------------------------


                           - ASSETS -
                                                                            SEPTEMBER 30,  December 31,
                                                                               2002          2001
                                                                            ------------  ------------
                                                                            (UNAUDITED)
<S>                                                                           <C>           <C>
CURRENT ASSETS:
Cash                                                                       $    12,141   $    34,808
Accounts receivable - net of allowance for doubtful accounts of $-0-
 and $887 for 2002 and 2001                                                      9,585         1,640
Due from franchisee (Note 4)                                                    45,000             -
Inventories                                                                    195,689       118,854
Prepaid expenses and other current assets                                       36,404       118,909
                                                                           ------------  ------------
TOTAL CURRENT ASSETS                                                           298,819       274,211
FIXED ASSETS - NET                                                              91,107       116,307
OTHER ASSETS:
Security deposits and other assets                                               5,655        51,305
                                                                           ------------  ------------
                                                                           $   395,581   $   441,823
                                                                           ============  ============
                              - LIABILITIES AND SHAREHOLDERS' DEFICIT -
CURRENT LIABILITIES:
Credit line payable - bank                                                 $         -   $   252,954
Accounts payable                                                               550,856       534,096
Accrued expenses                                                                38,330        53,990
Sales tax payable                                                              247,126       147,720
Loans payable - current                                                        107,968       204,330
Capitalized leases payable - current                                            16,960        13,215
Loans payable - officer                                                              -        16,562
                                                                           ------------  ------------
TOTAL CURRENT LIABILITIES                                                      961,240     1,222,867
                                                                           ------------  ------------
NON-CURRENT LIABILITIES:
Loans payable                                                                   70,444        76,080
Capitalized leases                                                               4,462        20,443
Convertible debentures                                                          56,500       111,800
                                                                           ------------  ------------
                                                                               131,406       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, 68,281,497
 and 30,012,675 shares issued for 2002 and 2001, respectively                   68,281        30,013
Additional paid-in capital                                                   2,423,048     1,813,164
Accumulated deficit                                                         (3,188,394)   (2,832,544)
                                                                           ------------  ------------
                                                                              (697,065)     (989,367)
                                                                           ------------  ------------
                                                                           $   395,581   $   441,823
                                                                           ============  ============
</TABLE>
                            See accompanying notes.

                                     Page 3
<PAGE>
<TABLE>
<CAPTION>

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


                                                For the Three Months          For the Nine Months
                                                Ended September 30,            Ended September 30,
                                               -------------------         --------------------------
                                                   2002          2001          2002          2001
                                               ------------  ------------  ------------  ------------
<S>                                                <C>           <C>           <C>           <C>
REVENUES:
Retail sales                                   $   581,329   $   477,808   $ 1,814,832   $ 1,349,764
Initial franchise fees                              45,000             -        70,000        50,000
Royalties                                           11,764        11,784        41,953        37,541
                                               ------------  ------------  ------------  ------------
                                                   638,093       489,592     1,926,785     1,437,305
                                               ------------  ------------  ------------  ------------

COSTS AND EXPENSES (INCOME):
Cost of sales                                      338,945       363,951     1,134,197       971,195
Selling, general and administrative expenses       271,270       467,198     1,185,847     1,334,330
Other income (Note 2)                              (60,066)          (19)      (60,109)         (266)
Interest expense                                     3,708        17,120        22,700        48,592
                                               ------------  ------------  ------------  ------------
                                                   553,857       848,250     2,282,635     2,353,851
                                               ------------  ------------  ------------  ------------

INCOME (LOSS) BEFORE PROVISION
(CREDIT) FOR INCOME TAXES                           84,236      (358,658)     (355,850)     (916,546)

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

NET INCOME (LOSS)                              $    84,236   $  (358,658)  $  (355,850)  $  (916,546)
                                               ============  ============  ============  ============

BASIC /DILUTED LOSS PER COMMON SHARE           $         -   $      (.02)  $      (.01)  $      (.06)
                                               ============  ============  ============  ============

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                                    63,840,653    17,707,968    42,269,469    14,680,718
                                               ============  ============  ============  ============
</TABLE>
                           See accompanying notes.

                                     Page 4


<PAGE>

                               PICK-UPS PLUS, INC.
                               -------------------
                       CONDENSED STATEMENTS OF CASH FLOWS
                       ----------------------------------
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    For the Nine Month
                                                                                   Ended  September  30,
                                                                                   ---------------------
                                                                                      2002        2001
                                                                                   ----------  ----------
<S>                                                                                    <C>         <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                           $(355,850)  $(916,546)
Adjustments to reconcile net loss to net cash (utilized) by operating activities:
Depreciation and amortization                                                         89,710      61,534
Imputed interest on shareholder loan                                                       -       3,509
Compensatory shares                                                                   93,025      58,000
Changes in operating assets and liabilities:
Accounts receivable                                                                   (7,944)      4,771
Due from franchisee                                                                  (45,000)          -
Inventory                                                                            (76,835)    (59,818)
Prepaid expenses                                                                       1,350     (67,130)
Accounts payable                                                                      16,760     248,867
Accrued expenses and other liabilities                                                83,745      42,653
                                                                                   ----------  ----------
NET CASH (UTILIZED) BY OPERATING ACTIVITIES                                         (201,039)   (624,160)
                                                                                   ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                  (4,893)    (45,811)
Security deposits returned                                                            44,900      10,000
Payment re: assets acquired                                                                -     (68,227)
                                                                                   ----------  ----------
NET CASH PROVIDED (UTILIZED) BY INVESTING ACTIVITIES                                  40,007    (104,038)
                                                                                   ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under bank credit line                                                      -      40,146
Proceeds from long-term debt                                                          12,500           -
Principal payments of long-term debt                                                 (93,865)    (49,699)
Payments of capitalized leases                                                       (12,236)     (9,520)
Repayment of officer's loan                                                          (30,034)    (28,161)
Proceeds from convertible debentures                                                       -     300,000
Proceeds from sale of equity securities                                              262,000     187,000
                                                                                   ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                            138,365     439,766
                                                                                   ----------  ----------

NET (DECREASE) IN CASH AND CASH EQUIVALENTS                                          (22,667)   (288,432)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $  12,141   $   3,311
                                                                                   ==========  ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 (i)  Cash paid during the year:
Interest                                                                           $  16,489   $  42,282
Taxes                                                                                      -           -
</TABLE>
                            See accompanying notes.

                                     Page 5
<PAGE>
                              PICK-UPS PLUS, INC.
                              -------------------
                NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                -----------------------------------------------
                               SEPTEMBER 30, 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 September 30, 2002 and
the  results  of  its  operations  for  the  three  and nine-month periods ended
September  30, 2002 and 2001 and its cash flows for the nine-month periods ended
September  30,  2002  and  2001.

The  results  of  operations for the nine-month periods ended September 30, 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
$355,850  during  the  first nine months of 2002, even though the results of the
most  recent  fiscal  quarter  reflect  net income of $84,236.  In addition, the
Company  has  used substantial amounts of working capital in its operations.  As
of September 30, 2002, current liabilities exceed current assets by $662,421 and
total  liabilities  exceed  total  assets  by  $697,065.

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  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").

                                     Page 6
<PAGE>
                              PICK-UPS PLUS, INC.
                              -------------------
                NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                -----------------------------------------------
                               SEPTEMBER 30, 2002
                               ------------------
                                  (UNAUDITED)

NOTE  2  -  GOING  CONCERN  UNCERTAINTY  (CONTINUED):

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 previous 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.
The  Company is current in making the scheduled repayments as required under the
Renewal  Note.

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.

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.

In  May 2002, the Company relocated its offices to smaller premises, and lowered
its  monthly  rent  expense  by  approximately  $4,000.  The  Company  has  also
terminated  certain  employees,  effected  pay-cuts,  and continues to implement
cost-containing  measures.  During  the  September  2002 quarter, management was
successful  in settling some of its payables at reduced amounts and as such, the
September  2002  period  reflects  approximately  $60,000  of  income  from such
settlements.  Management  intends  to  continue  to  negotiate  reduced  payment
amounts  with  certain  vendors.

                                     Page 7
<PAGE>
                              PICK-UPS PLUS, INC.
                              -------------------
                NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                -----------------------------------------------
                               SEPTEMBER 30, 2002
                               ------------------
                                  (UNAUDITED)

NOTE  2  -  GOING  CONCERN  UNCERTAINTY  (CONTINUED):

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").  The services to be provided to the
Company  by  PMCS  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, PMCS 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
PMCS'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 PMCS also
provides  contractor  services  in  addition to management services, the Company
will  pay  PMCS  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  since 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 8
<PAGE>
                              PICK-UPS PLUS, INC.
                              -------------------
                NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                -----------------------------------------------
                               SEPTEMBER 30, 2002
                               ------------------
                                  (UNAUDITED)

NOTE  4  -  DUE  FROM  FRANCHISEE:

On  September  30,  2002, the Company entered into an Area Development Agreement
with  2  shareholders  of the Company, and received a promissory note as payment
for  the $45,000 fee.  On October 21, 2002, the Company received $25,000 of this
fee  with the remaining $20,000 to be paid in equal installments in November and
December  2002.



                                     Page 9
<PAGE>

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

INTRODUCTION:

Pick-Ups  Plus,  Inc., formed in 1993, is a franchisor, wholesaler, retailer and
installer  of  accessories  for trucks and sports utility vehicles. We currently
have 6 franchised stores in operation, which are located in Ohio, Indiana, Iowa,
Kentucky,  California,  and Louisiana.  We also have signed franchise agreements
for  locations  in  Texas  and  Washington  state.  In  addition,  we  have 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 September 30, 2002 and December 31, 2001; (ii) Condensed
Statements  of  Operations  for the three and nine month periods ended September
30,  2002  and  2001  and  (iii) Condensed Statements of Cash Flows for the nine
month  periods  ended  September  30,  2002  and  2001.

RESULTS  OF  OPERATIONS:

The  Company  realizes revenues primarily from net sales generated by the retail
stores  and  continuing  royalty  fees.  Retail  sales  for  the  quarter  ended
September  30, 2002 reflected a 21.6% growth when compared to the same period in
the previous year.  In addition, during the current quarter, we recorded initial
franchise  fees  of  $45,000.  Retail  sales  for  the  nine-month  period ended
September  30,  2002  increased  by  $465,068 or 34.5% when compared to the same
period  of  the  previous  year.  Total revenues for the nine-month period ended
September  30,  2002  increased  by 34% over the nine months ended September 30,
2001.

Gross  profit,  as  a  percentage  of  retail sales, was 41.7% and 23.8% for the
three-month  periods  ended  September  30,  2002 and 2001, respectively.  Gross
profit,  as a percentage of retail sales, was 37.5% and 28.1% for the nine-month
periods ended September 30, 2002 and 2001, respectively.  This increase in gross
profit  is  reflective of the continuation of management's aggressive purchasing
program.

Selling,  general and administrative expenses decreased by $195,928 (41.9%) when
comparing  the  three-month  period  ended  September 30, 2002 to the comparable
period  in 2001.  Selling, general and administrative expenses also decreased by
$148,483 or 11% when comparing the nine-month period ended September 30, 2002 to
the  comparable  period  in  2001.  These  decreases  reflect  the  cost-cutting
measures  implemented  by management during the June 2002 quarter that were more
fully  realized  in  the  September  2002  quarter.

During  the September 2002 quarter, management succeeded in settling some of its
payables  at  reduced  amounts  and  as such, the September 2002 period reflects
approximately  $60,000  of  income  from  such  settlements.  The  Company  also
experienced  reduced  interest  costs  when  comparing  the  2002 periods to the
comparable  periods  in 2001, which is primarily a result of the satisfaction of
borrowings  under  bank  loans.

As  a result of the above, the Company reflected net income of $84,236 ($.00 per
share)  and a net loss of $355,850 ($.01 per share) for the three and nine-month
periods  ended  September  30,  2002,  respectively.  The  Company reflected net
losses  of $358,658 ($.02 per share) and $916,546 ($.06 per share) for the three
and  nine-month  periods  ended  September  30,  2001,  respectively.

LIQUIDITY  AND  CAPITAL  RESOURCES:

As  of  September  30,  2002,  current  liabilities  exceeded  current assets by
$662,421.  As  of December 31, 2001, current liabilities exceeded current assets
by  $948,656.

The  Company used $201,000 in cash to support operating needs in the nine months
ended  September  30, 2002 compared to $625,000 used in 2001. These uses of cash
were  offset  by  the  proceeds  of  new  equity  raised.


<PAGE>

The  Company  currently  has  insufficient funds available for operations and is
required  to  seek  additional  financing  to supplement cash generated from the
operations  of  the 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 were 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 have been unconditionally guaranteed personally by our previous
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.

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.


<PAGE>

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.

In  May 2002, the Company relocated its offices to smaller premises, and lowered
its  monthly  rent  expense  by  approximately  $4,000.  The  Company  has  also
terminated  certain  employees,  instituted  certain  pay-cuts  and continues to
implement  cost-containing  measures.

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.


<PAGE>


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

-  The  Company  maintains  allowances  for  doubtful accounts for estimated bad
debts.  As  of  September  30,  2002,  management does not believe that any such
allowances  are  required  since  all balances owed are current and collectible.

- 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

<PAGE>


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.


ITEM  3.     CONTROLS  AND  PROCEDURES

Management  continuously  evaluates  our  internal  controls  and procedures and
believes  that  such  controls  and  procedures  are  effective.


<PAGE>
                           PART II - OTHER INFORMATION



ITEM  1.  LEGAL  PROCEEDINGS:

From  time  to  time,  the  Company may be party to what it believes are routine
litigation and proceedings that may be considered as part of the ordinary course
of  its  business.  Except  for  the proceedings noted below, the Company is not
aware of any pending litigation or proceedings that could have a material effect
on  the  Company's  results  of  operations  or  financial  condition.

A  complaint  was  filed  by Michael J. Marcotte with the Court of Common Pleas,
Clermont  County,  Ohio,  on  August 15, 2002 against the Company. The complaint
alleges  the  breach  of a consulting contract by the Company for failure to pay
for  services  rendered  to the Company. The plaintiff seeks monetary damages of
$23,451.39,  plus  courts  costs  and  interest.

ITEM  2.  CHANGES  IN  SECURITIES:


     We  believe  that  each  transaction  listed  below  was  exempt  from  the
registration  requirements  of  the  Securities Act of 1933 by virtue of Section
4(2)  thereof,  Regulation D promulgated thereunder. 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  August  2,  2002  the  Company  issued 400,000 shares of its restricted
common stock to Donald Quarterman as payment for consulting services rendered to
the Company. Such shares were valued at $.0225 per share. Also on such date, the
Company  issued  250,000 shares of its common stock to Gary Hoyle, the Company's
Vice  President  of  Franchise Operations, for services rendered to the Company.
Such  shares  were  valued  at  $.0225  per  share.


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES:

     Not  Applicable

<PAGE>

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

     Not Applicable

ITEM  5.  OTHER  INFORMATION:

Agreements:

On  September  30,  2002, the Company entered into an Area Development Agreement
For  Tampa,  Florida,  with  two shareholders of the Company, and received an 8%
promissory note as payment for the $45,000 fee. On October 21, 2002, the Company
received  $25,000  of  this  fee  with the remaining $20,000 to be paid in equal
installments  on  November  15,  2002  and  December  15,  2002.


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

     (a)     Exhibits

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

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



     (b)     Reports  on  Form  8-K

             None
<PAGE>
                                   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/  Sean  Fitzgerald
                          -----------------------
                           Sean  Fitzgerald.  President
                           (Principal Executive Officer)

                    By:    /s/  Robert  White
                          -------------------
                          Robert  White
                          Chief  Financial  Officer
                          (Principal Accounting Officer)

Dated: November 7, 2002

<PAGE>


<PAGE>