**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





(Mark
      One)





(X)
      QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE


**ACT
      OF 1934**





For
      the
      quarterly period ended September 30, 2006





(
      )
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





*Commission
      File Number 000-28255*





**PICKUPS
      PLUS, INC.**


(Exact
      name of small business issuer as specified in its charter)


Delaware
              31-1438392(State
                  or other jurisdiction
              (IRS
                  Employerof
                  incorporation or organization)
              Identification
                  No.)





1000
      Ohio
      Pike, Suite 5A, 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
      o





There
      were 195,807,900 shares of the registrant's common stock outstanding as of
      November 10, 2006.





Transitional
      Small Business Disclosure Format Yes o    No x








**PICKUPS
      PLUS, INC.**





**-
      INDEX -**





Page(s)PART
                I: FINANCIAL INFORMATION:Item
                1 - Financial StatementsCondensed
                Consolidated Balance Sheets - September 30, 2006 (unaudited) and
                December
                31, 2005
            3Condensed
                Consolidated Statements of Operations - Three and Nine Months Ended
                September 30, 2006and
                2005 (unaudited)
            4Condensed
                Consolidated Statements of Cash Flows - Nine Months Ended September
                30,
                2006 and2005
                (unaudited)
            5Notes
                to Interim Condensed Consolidated Financial Statements
                (unaudited)
            6
                -
                8Item
                2 - Management's Discussion and Analysis of Financial Condition and
                Resultsof
                Operations
            9
                -
                13Item
                3 - Controls and Procedures
            14PART
                II: OTHER INFORMATION
            15Item
                1 - Legal Proceedings
            15Item
                2 - Changes in Securities and Use of Proceeds
            15Item
                3 - Defaults Upon Senior Securities
            15Item
                4 - Submission of Matter To a Vote of Security Holders
            15Item
                5 - Other Information
            15Item
                6 - Exhibits
            16SIGNATURES
            17EXHIBITS





2


**PART
      I. Financial Information**





**ITEM
      1. Financial Statements**





**PICKUPS
      PLUS, INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**-
      ASSETS -**




**September
                30,**
              **2006**
              **(unaudited)**
            
            December
                31,
              2005**CURRENT
                ASSETS:**Cash
            
            **$**
            **2,063**
            
            $
            75,693Accounts
                receivable - net of allowance for doubtful accounts of $34,478 for
                both
                2006 and 2005, respectively
            
            
            **206,547**
            
            
            77,386Inventories
            
            
            **24,546**
            
            
            39,189Prepaid
                expenses and other current assets
            
            
            **22,500**
            
            
            19,258**TOTAL
                CURRENT ASSETS**
            
            
            **255,657**
            
            
            211,526**FIXED
                ASSETS - NET**
            
            
            **108,867**
            
            
            134,101**OTHER
                ASSETS:**Deposit
                re: proposed acquisition
            
            
            **306,250**
            
            
            306,250Security
                deposits and other assets
            
            
            **19,651**
            
            
            15,560**325,901**
            
            
            321,810**$**
            **690,424**
            
            $
            667,437**-
                LIABILITIES AND SHAREHOLDERS’ DEFICIT -****CURRENT
                LIABILITIES:**Line
                of credit payable and demand loan
            
            **$**
            **2,135,000**
            
            $
            2,135,000Accounts
                receivable loan
            
            
            **99,743**
            
            
            -Accounts
                payable - trade creditors
            
            
            **606,411**
            
            
            261,479Accrued
                expenses and other current liabilities
            
            
            **155,265**
            
            
            131,550Accrued
                interest
            
            
            **608,463**
            
            
            389,755Payroll
                taxes payable
            
            
            **754,167**
            
            
            487,779Sales
                taxes payable
            
            
            **260,132**
            
            
            294,091Loans
                payable - current
            
            
            **171,683**
            
            
            103,759Convertible
                debentures
            
            
            **50,000**
            
            
            50,000Capitalized
                lease payable - current
            
            
            **-**
            
            
            -Loans
                payable - officers/directors
            
            
            **83,681**
            
            
            21,486**TOTAL
                CURRENT LIABILITIES**
            
            
            **4,924,543**
            
            
            3,874,899**NON-CURRENT
                LIABILITIES:**Loans
                payable
            
            
            **47,807**
            
            
            70,490**COMMITMENTS
                AND CONTINGENCIES********SHAREHOLDERS’
                DEFICIT:**Preferred
                stock, $1 par value; 10,000,000 shares authorized; none
                issued
            
            
            **-**
            
            
            -Common
                stock, $.001 par value; 250,000,000 shares authorized, 195,807,900
                and
                143,482,281 shares issued for 2006 and 2005, respectively
            
            
            **176,833**
            
            
            143,481Additional
                paid-in capital
            
            
            **3,857,977**
            
            
            3,706,742Accumulated
                deficit
            
            
            **(7,128,176**
            **)**
            
            (7,128,175
            )**(1,186,563**
            **)**
            
            (3,277,952
            )**$**
            **690,424**
            
            $
            667,437




See
      accompanying notes.


3


**PICKUPS
      PLUS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


(Unaudited)




For
                  the Three Months
                Ended
                    September
                    30,
            
            For
              the Nine Months
              Ended September 30,**2006**
            
            2005
            
            **2006**
            
            2005**REVENUES:**Product
                & Services
            
            **$**
            **565,493**
            
            $
            445,939
            
            **$**
            **1,429,818**
            
            $
            1,336,957Royalties
            
            
            **8,234**
            
            
            8,830
            
            
            **26,981**
            
            
            23,508**573,727**
            
            
            454,769
            
            
            **1,456,799**
            
            
            1,360,465**COSTS
                AND EXPENSES (INCOME):**Cost
                of sales
            
            
            **110,376**
            
            
            154,159
            
            
            **363,825**
            
            
            407,664Selling,
                general and administrative expenses
            
            
            **818,924**
            
            
            508,281
            
            
            **2,074,016**
            
            
            1,624,555Other
                (income)
            
            
            -
            
            
            4,106
            
            
            **(787**
            **)**
            
            1,106Interest
                expense
            
            
            **67,400**
            
            
            55,367
            
            
            **206,307**
            
            
            143,066**996,700**
            
            
            721,913
            
            
            **2,643,362**
            
            
            2,176,391**LOSS
                BEFORE PROVISION (CREDIT) FOR INCOME TAXES**
            
            
            **(422,973**
            **)**
            
            (267,144
            )
            
            **(1,186,563**
            **)**
            
            (815,926
            )Provision
                (credit) for income taxes
            
            
            **-**
            
            
            -
            
            
            **-**
            
            
            -**NET
                LOSS**
            
            **$**
            **(422,973**
            **)**
            $
            (267,144
            )
            **$**
            **(1,186,563**
            **)**
            $
            (815,926
            )**BASIC/DILUTED
                LOSS PER COMMON SHARE**
            
            **$**
            **(.00**
            **)**
            $
            (.00
            )
            **$**
            **(.00**
            **)**
            $
            (.01
            )**WEIGHTED
                AVERAGE COMMON SHARES OUTSTANDING**
            
            
            **156,473,442**
            
            
            143,482,281
            
            
            **156,473,442**
            
            
            141,040,305




See
      accompanying notes.





4


**PICKUPS
      PLUS, INC.**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


(Unaudited)




For
                the Nine Months
              Ended
                September 30,**2006**
            
            2005**INCREASE
                (DECREASE) IN CASH AND CASH EQUIVALENTS:****CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            **$**
            **(1,186,563**
            **)**
            **$**
            **(815,926**
            **)**Adjustments
                to reconcile net loss to net cash (utilized) by operating
                activities:Depreciation
                and amortization
            
            
            **33,130**
            
            
            **24,440**Bad
                debt provision
            
            
            **-**
            
            
            **2,208**Stock
                issued for services rendered
            
            
            **184,088**
            
            
            -Changes
                in assets and liabilities:(Increase)
                in accounts receivable
            
            
            **(129,161**
            **)**
            
            (15,084
            )Decrease
                in inventory & Other Assets
            
            
            **14,643**
            
            
            11,657(Increase)
                in prepaid expenses and other assets
            
            
            **(3,242**
            **)**
            
            (243,019
            )Increase
                in accounts payable and accrued expenses
            
            
            **587,354**
            
            
            (32,873
            )Increase
                in payroll taxes and sales taxes payable
            
            
            **232,428**
            
            
            207,646Deferred
                revenue
            
            
            -
            
            
            133,642**Net
                cash (utilized) by operating activities**
            
            
            **(267,323**
            **)**
            
            (727,309
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Capital
                expenditures
            
            
            **(11,488**
            **)**Deposit
                on proposed acquisition
            
            
            -
            
            
            (306,250
            )**Net
                cash (utilized) by investing activities**
            
            
            **58,364**
            
            
            (306,250
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from loans payable
            
            
            **67,924**
            
            
            825,000Proceeds
                from accounts receivable loan
            
            
            **99,743**
            
            
            **-**Principal
                payments of long-term debt
            
            
            **(24,681**
            **)**
            
            (55,747
            )Proceeds
                from officer’s Loan
            
            
            **62,195**
            
            
            3,545Net
                proceeds from issuance of common stock
            
            
            -
            
            
            270,000**Net
                cash provided by financing activities**
            
            
            **205,181**
            
            
            1,042,798**NET
                (DECREASE) INCREASE IN CASH EQUIVALENTS**
            
            
            **(73,630**
            **)**
            
            9,239Cash
                and cash equivalents, beginning of year
            
            
            **75,693**
            
            
            4,653**CASH
                AND CASH EQUIVALENTS, END OF PERIOD**
            
            **$**
            **2,063**
            
            $
            13,892**SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION:**(i)Cash
                paid during the period:Interest
            
            **$**
            **3,275**
            
            $
            8,058Taxes
            
            
            2,505
            
            
            1,510




**SUPPLEMENTAL
      DISCLOSURES OF NONCASH OPERATING ACTIVITIES:**


During
      the Nine month period ended September 30, 2006 the Company issued 32,851,888
      shares


of
      common
      stock for services rendered by certain shareholders/officers of the
      Company.





See
      accompanying notes.





5


**PICKUPS
      PLUS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


SEPTEMBER
      30, 2006


(Unaudited)





**NOTE
      1 - DESCRIPTION OF COMPANY:**





Pickups
      Plus, Inc., the Company, was incorporated in Delaware in 1993 and is a
      franchisor, wholesaler, retailer and installer of accessories for trucks and
      sports utility vehicles. We currently have five operating franchised stores
      that
      are located in Texas, Ohio, Kentucky and Illinois. Additionally, as of September
      30, 2006, there were two Company-owned stores located in the Cincinnati, Ohio
      area.





In
      April
      2004, the Company acquired Auto Preservation, Inc., which operates as a wholly
      owned subsidiary. Auto Preservation has two operating centers in the Cincinnati
      market providing automotive dealerships in this market a single source solution
      for their new vehicle prep, environmental protection packages, pickup truck
      and
      SUV accessories and detail and reconditioning sales and services. Additionally,
      the Company began to offer exclusive licenses for individual territories for
      the
      ValuGard name and product outside greater Cincinnati.





**NOTE
      2 - BASIS OF PRESENTATION:**





The
      condensed consolidated financial statements include the financial statements
      of
      Pickups Plus, Inc. and its wholly owned subsidiaries. The accompanying unaudited
      condensed consolidated financial statements have been prepared in accordance
      with the instructions to Form 10-QSB and do not include all of the information
      and footnotes required by accounting principles generally accepted in the United
      States of America for complete consolidated financial statements. These
      condensed consolidated financial statements and related notes should be read
      in
      conjunction with the Company's Form 10-KSB for the fiscal year ended December
      31, 2005.





In
      the
      opinion of management, these condensed consolidated financial statements reflect
      all adjustments which are of a normal recurring nature and which are necessary
      to present fairly the consolidated financial position of the Company as of
      September 30, 2006, the results of operations for the three and Nine month
      periods ended September 30, 2006 and 2005, and cash flows for the Nine-month
      periods ended September 30, 2006 and 2005. All significant intercompany accounts
      and transactions have been eliminated in preparation of the condensed
      consolidated financial statements. The results of operations for the three
      and
      Nine month periods ended September 30, 2006 are not necessarily indicative
      of
      the results to be expected for the full year.





**NOTE
      3 - GOING CONCERN UNCERTAINTY:**





The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplates continuation of the Company as a going concern. However, the
      Company realized a net loss of $422,973 for the quarter ended September 30,
      2006, and also sustained substantial operating losses in 2005, 2004, 2003 and
      2002 of $1,881,541, $1,105,936, $878,333, and $429,821, respectively. In
      addition, the Company has used significant amounts of working capital in its
      operations and, as of September 30, 2006, current liabilities exceed current
      assets by $4,668,886 and total liabilities exceed total assets by $4,279,928.
      The Company is also delinquent in paying certain of its debts.





As
      of
      September 30, 2006, sales tax collected from customers and unpaid aggregated
      $260,132. The Company has accrued $27,487 in interest and penalty costs
      associated with this liability. The Company has been working with
      representatives of the State of Ohio to structure a payment plan regarding
      this
      liability. Although a definitive installment plan has not yet been structured,
      the State of Ohio is aware of ongoing efforts of the Company to raise additional
      funds.





The
      Company is also delinquent in remitting payroll taxes and as of September 30,
      2006, $754,167 is owed to the appropriate authorities. The Company has accrued
      $79,785 in interest and penalties for the past due liabilities.





In
      view
      of these matters, realization of the assets on the accompanying balance sheet
      is
      dependent upon continued operations of the Company, which in turn is dependent
      upon the Company’s ability to meet its financing requirements, and the success
      of its future operations. The Company is actively pursuing additional capital.
      The financial statements do not include any adjustments that might be necessary
      if the Company is unable to continue as a going concern.


6


**PICKUPS
      PLUS, INC.**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


SEPTEMBER
      30, 2006


(Unaudited)





**NOTE
      4 - POTENTIAL ACQUISITION:**





The
      Company has entered into a Stock Purchase Agreement dated April 30 2004, with
      Automotive International, Inc.(“AI”), from whom it purchased Auto Preservation,
      Inc. in April 2004, for the option to purchase all of the outstanding shares
      of
      AI for an aggregate purchase price of $4,300,000 after 24 months. At this time
      the Company has decided not to exercise its option to acquire AI.





The
      Company has a verbal agreement to purchase all of the assets of Cat Cay Yachts,
      Inc. currently being transferred to Maritime Manufacturing, Inc., totaling
      approximately $2,900,000 in exchange for $300,000 in cash, a note payable for
      $75,000, and 12,000,000 shares of the Company’s common stock valued at $0.21 per
      share. The Company has made an initial deposit of $306,250 and is awaiting
      final
      purchase contracts and an independent appraisal of the assets to be acquired.
      At
      this time the Company does not have the resources to complete the purchase
      and
      is negotiating a settlement on Cat Cay Yachts, Inc.





**NOTE
      5 - OTHER EVENTS:**





On
      February 17, 2006, certain promissory notes totaling $1,365,000 (the
“ Assigned
      Notes ”)
      that
      the Company had previously issued to Cornell Capital Partners, LP was assigned
      to NeoMedia Technologies, Inc. The Assigned Notes were all past due and
      therefore in default at the time of the assignment and continue to be in default
      as of the date of this Report. In February 2006, NeoMedia also purchased
      20,000,000 shares of the Company’s common stock from Cornell, bringing its total
      ownership to 28,333,333 shares of common stock. According to the Company’s
      records, the total principal currently owed under the Assigned Notes is
      $1,365,000, and the total accrued and unpaid interest there under at September
      30, 2006 was $269,900.





On
      April
      11, 2006, the Company announced that it had signed an agreement with The BMW
      Store of Cincinnati to provide turnkey vehicle preparation services to one
      of
      the busiest BMW dealerships in the United States. Under the one-year agreement,
      the Company’s Auto Preservation subsidiary will provide total appearance
      management for every new and used BMW that is sold by the dealership. The
      company will clean and maintain the automobile, prepare the automobile for
      sale
      and give the automobile its final detailing before delivery to the end client.
      Based on the first month billings, the contract could represent as much as
      $400,000 or a 30% increase to AP’s total yearly revenues.





On
      August
      10, 2006, the Company executed an agreement with a third party financing company
      for an accounts receivable financing arrangement. Under the one-year agreement,
      the Company’s Auto Appearance Center subsidiary is receiving ongoing financing
      based on its weekly billings to clients. Client payments remitted from the
      Company’s monthly statements will be then remitted to a lock box and repay the
      financing provided.





**NOTE
      6 - SHAREHOLDERS EQUITY TRANSACTIONS:**





During
      the first nine months of 2006, the Company issued the following shares of its
      common stock that were not already registered under the Securities Act of 1933,
      as amended. The Company issued 500,000 shares of restricted stock to John
      Fitzgerald in exchange for $2,000 due him for professional services rendered.
      The Company issued 14,791,888 shares of restricted stock to certain members
      of
      management, including Merritt Jesson, Bob White and Sean Hayes in exchange
      for
      $59,168 due them for professional services rendered. The Company issued
      17,560,000 shares to various vendors for rent, legal and accounting services
      and
      consulting fees. We believe such issuances were exempt from registration
      pursuant to Section 4(2) of the Securities Act of 1933.





These
      issuances of nonvested shares were accounted as per provisions of Statement
      of
      Financial Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based
      Payment ("FAS 123(R)"), adopted by the Company effective January 1, 2006. FAS
      123(R ) replaces FAS No. 123, Accounting for Stock-Based Compensation, and
      supersedes Accounting Principles Board Opinion ("APB") No. 25, Accounting for
      Stock Issued to Employees, and related interpretations. FAS 123 (R) requires
      compensation costs related to share-based payment transactions, including
      employee stock options, to be recognized in the financial statements. In
      addition, the Company adheres to the guidance set forth within Securities and
      Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107, which
      provides the Staff's views regarding the interaction between FAS No. 123(R)
      and
      certain SEC rules and regulations and provides interpretations with respect
      to
      the valuation of share-based payments for public companies.





7


The
      Company had no other nonvested shares issued and outstanding during 2006. These
      shares vested on the date of the grant and the fair value of these shares
      totaling $61,168 has been charged to the Statement of Operations for the Nine
      months ended September 30, 2006 and is included in the “selling, general and
      administrative expenses” line item.










8


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





**INTRODUCTION:**





Pickups
      Plus, Inc., the Company, was incorporated in Delaware in 1993 and is a
      franchisor, wholesaler, retailer and installer of accessories for trucks and
      sports utility vehicles. We currently have five operating franchised stores
      and
      two Company-owned stores located. The Company also operates a wholly owned
      subsidiary Auto Preservation, Inc., which has two operating centers in the
      Cincinnati market providing automotive dealerships in this market a single
      source solution for their new vehicle prep, environmental protection packages,
      pickup truck and SUV accessories and detail and reconditioning sales and
      services. Additionally, the Company began to offer exclusive licenses for
      individual territories for the ValuGard name and product outside greater
      Cincinnati





The
      financial information presented herein is derived from the: (i) Condensed
      Balance Sheets as of September 30, 2006 and December 31, 2005; (ii) Condensed
      Statements of Operations for the three and Nine month periods ended September
      30, 2006 and 2005 and (iii) Condensed Statements of Cash Flows for the Nine
      month periods ended September 30, 2006 and 2005.





**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,
      expenses and related disclosure of contingent assets and liabilities. The
      Company evaluates its estimates, including those related to bad debts,
      inventories, 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’s critical accounting policies have not changed from those listed in its
      year-end 10KSB filing.





**RECENTLY
      ADOPTED ACCOUNTING PRINCIPLES**





The
      Company has adopted FAS 154: Accounting Changes and Error Corrections, a
      replacement of APD Opinion No. 20 and FASB Statement No. 3 and FAS No. 123
      (revised 2004), “Share Based Payment” effective January 1, 2006. The financial
      position and the results as of and for the three months ended were not affected
      by these pronouncements.





**OTHER
      ACCOUNTING PRINCIPLES**





The
      Company’s critical accounting policies have not changed from those listed in the
      Annual Report on Form 10-KSB for the year ended December 31, 2005 filed with
      SEC.





**RESULTS
      OF OPERATIONS**





The
      Company realizes revenue from net sales generated by the retail stores, sales
      of
      service and product to automotive dealerships relating to new car prep and
      environmental products, continuing royalty fees and initial franchise fees.
      In
      the future, the Company expects to generate license fees from ongoing expansion
      of its programs related to the automotive dealership market.





Revenue
      for the three-month and nine month periods ended September 30, 2006 was $573,727
      and $1,456,799, which represented a $118,958 (26.2%) increase and $96,334 (7%),
      increase from $454,769 and $1,360,465 for the comparable periods ended September
      30, 2005. The third quarter increase was primarily the result of increased
      sales
      from the Auto Preservation division. There were no new franchise fees in the
      three-month and six-month periods ended June 30, 2006.





Cost
      of
      sales were $110,376 and $363,825 for the three-month and nine-month periods
      ended September 30, 2006 which represented an decrease of $43,783 (28.4%) and
      a
      decrease of $43,839 (10.7%) compared to the comparable period in 2005. Cost
      of
      sales as a percentage of retail sales was 19.2% and 24.9% for the three-month
      and six-month period ended September 30, 2006 compared to the 33.8% and 27.9%
      in
      the comparable periods in 2005. This was the result of increased sales generated
      in Auto Preservation, Inc., which has a significantly lower cost of product
      per
      sales dollar.





9


Selling,
      general and administrative expenses was $818,924 and $2,074,016 for the
      three-month and nine-month periods ending September 30, 2006 as compared to
      508,281 and $1,624,555 for the comparable periods in 2005, which reflected
      increases of $310,643 and $449,461 respectively. This primarily was attributable
      to additional selling and operating costs related to the growth in business
      from
      Auto Preservation, Inc.





Interest
      expense was $206,307 for the nine-month period ended September 30, 2005 as
      compared to $143,066 in the comparable period in 2005. This increase of $63,241
      was the result of the financing of the Auto Preservation, Inc. acquisition,
      and
      the ongoing cost of funds to support our negative cash flow at the same time
      management attempts to grow the business toward profitability.





Net
      loss
      for the three-month and nine-month periods ended September 30, 2005 were
      $422,973 and $1,185,563 which represented an increase of $155,829 and $370,926
      from the net loss of $267,144 and $815,926 for the comparable periods in 2005.
      This increase in losses resulted primarily from the cost of financing the
      acquisition of Auto Preservation, Inc., additional professional fees and similar
      costs in pursuing additional growth of the business and the cost of financing
      the losses incurred.





**Liquidity
      And Capital Resources**





As
      of
      September 30, 2006 and December 31, 2005, the Company’s current liabilities
      exceeded current assets by $4,668,886 and $3,663,373 respectively. During the
      nine-month period ended September 30, 2006 the Company secured new financing
      in
      the amount of $167,667. We may not be able to raise additional equity on terms
      favorable to the Company, if at all.





The
      Company currently has insufficient funds available for operations and needs
      to
      seek additional financing to supplement cash generated from the operation of
      the
      Company's retail stores, automotive market sales and services and ongoing
      franchise operations. 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.
      These conditions raise substantial doubt about the Company’s ability to continue
      as a going concern if sufficient additional funding is not acquired or
      alternative sources of capital is not developed to meet the Company’s working
      capital needs.





The
      Company’s independent auditors included an explanatory paragraph in their 2005
      year-end report stating that our ability to continue as a going concern is
      dependent on our ability to meet our future financing requirements.





Cash
      requirements for 2006 will include funds needed to sustain the cash used in
      operations as well as for anticipated growth and acquisitions. Consequently,
      management is trying to meet these needs in several ways. First, the Company
      continues to work with its existing funding sources and is seeking new funding
      sources to raise the required funding to implement its business plan. Secondly,
      management is working aggressively to roll out its new Auto Appearance Centers
      licensing program and is actively searching for sales personnel to ensure the
      success of this profit center. At the same time, the Company is looking to
      increase sales in its new retail store location in Cincinnati.





In
      the
      event the Company is unable to raise funds to carry out the above plans or
      the
      results are not favorable the Company could be required to either substantially
      reduce or terminate its operations.





**OFF-BALANCE
      SHEET ARRANGEMENTS**





The
      Company does not have any significant off-balance sheet arrangements that have
      or are reasonably likely to have a current or future effect on its financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources that is
      material to its stockholders.





**RISKS
      AND UNCERTANTIES**





The
      Company’s operations, as well as an investment in its securities, involve
      numerous risks and uncertainties. The reader should carefully consider the
      risk
      factors discussed below and elsewhere in this Form 10-QSB before making any
      investment decision involving the Company’s securities.





10


**The
      Company Has Had Losses And Such Losses May Continue, Which May Negatively Impact
      Its Ability To Achieve Its Business Objective.**





Net
      loss
      for the three-month and nine-month period ended September 30, 2006 was $422,973
      and $1,186,563, which represented an increase of $155,829 and $370,637 from
      the
      net loss of $267,144 and $815,926 for the comparable periods in 2005. There
      can
      be no assurance that the Company will be profitable in the future. Revenues
      and
      profits, if any, will depend upon various factors, including whether the Company
      will be able to continue to expand its revenues, gross profit and operating
      margins.





**The
      Financial Statements Include A Concern Raised By the Company’s Independent
      Auditors About The Company’s Ability To Continue As A Going Concern.**





The
      Company’s independent auditors raised a concern in their year-end report on the
      Company’s financial statements for fiscal 2005 about its ability to continue as
      a going concern. The Company’s auditors have stated that due to the Company’s
      lack of profitability, there is "substantial doubt" about its ability to
      continue as a going concern. The Company’s auditors view about the Company’s
      ability to continue as a going concern may limit its ability to access certain
      types of financing, or may prevent it from obtaining financing on acceptable
      terms.





**The
      Company Must Comply With Federal And State Franchise Regulations And If It
      Should Fail To Materially Comply With Such Regulations, It May Have An Adverse
      Effect On Our Business Operations**





The
      offer
      and sale of franchises is subject to extensive federal and state laws and
      substantial regulation under such laws by government agencies, including the
      Federal Trade Commission ("FTC") and various state authorities. Pursuant to
      FTC
      regulations, the Company is required to furnish to prospective franchisees
      a
      current franchise offering disclosure document containing information prescribed
      by the FTC. The Company uses uniform franchise offering circulars to satisfy
      this disclosure obligation. In addition, in certain states, it is required
      to
      register or file with such states and to provide prescribed disclosures. The
      Company is required to update its offering disclosure documents to reflect
      the
      occurrence of material events. The occurrence of any such events may from time
      to time require it to cease offering and selling franchises until the disclosure
      document relating to such franchising business is updated. There can be no
      assurance that the Company will be able to update our disclosure documents
      (or
      in the case of any newly acquired franchising business, prepare an adequate
      disclosure document) or become registered in certain states in a time frame
      consistent with its expansion plans, that it will not be required to cease
      offering and selling franchises or that it will be able to comply with existing
      or future franchise regulation in any particular state, any of which could
      have
      an adverse effect on its results of operation.





The
      Company is currently working on updating its disclosure documents but currently
      and for most of 2004 and 2005 it could not sell new franchises.




**The
      Loss Of Key Employees May Adversely Affect The Company’s Growth
      Objectives**





The
      Company’s success in achieving its growth objectives depends upon the efforts of
      top management as well as other of its management members. The loss of the
      services of any of these individuals may have a material adverse effect on
      the
      Company’s business, financial condition and results of operations. The Company
      can give no assurance that it will be able to maintain and achieve its growth
      objectives should it lose any or all of these individuals' services.





**The
      Company’s Success Depends On its Ability To Attract And/Or Retain Qualified
      Personnel**





A
      change
      in labor market conditions that either further reduces the availability of
      employees or increases significantly the cost of labor could have a material
      adverse effect on the Company’s business, its financial condition and results
      its operations. The Company’s business is dependent upon its ability to attract
      and retain sales personnel, business administrators and corporate management.
      The Company can give no assurance that it will be able to employ a sufficient
      number of such personnel in order to accomplish growth objectives.





**Many
      Competitors Are Larger And Have Greater Financial And Other Resources Than
      The
      Company Do And Those Advantages Could Make It Difficult To Compete With
      Them**





The
      wholesale/retail industry for the accessories of trucks and sports utility
      vehicles is extremely competitive and includes several companies which have
      achieved substantially greater market shares than the Company, and have longer
      operating histories, have larger customer bases, have substantially greater
      financial, development and marketing resources than the Company.





11


**The
      Company Has Been Delinquent In Reporting And Remitting Sales and Payroll Taxes
      And Are Working On Structuring A Payment Plan That May Adversely Affect Our
      Cash
      Flow.**





As
      of
      September 30, 2006, sales tax collected from customers and unpaid aggregated
      $260,132. The Company has accrued $27,487 in interest and penalty costs
      associated with this liability. The Company has been working with
      representatives of the State of Ohio to structure a payment plan regarding
      this
      liability. Although a definitive installment plan has not yet been structured,
      the State of Ohio is aware of ongoing efforts of the Company to raise additional
      funds.





The
      Company is also delinquent in remitting payroll taxes and as of September 30,
      2006, $754,167 is owed to the appropriate authorities. The Company has accrued
      $79,785 in interest and penalties for the past due liabilities. As a result
      of
      the foregoing, the Internal Revenue Services could take action against the
      Company, including the levying of civil and/or criminal penalties and
      fines.





**The
      Company May, In The Future, Issue Additional Shares Of Our Common Stock Which
      Would Reduce Investors Percent Of Ownership And May Dilute Its Share
      Value**





The
      Company’s Certificate of Incorporation, as amended, authorizes the issuance of
      250,000,000 shares of common stock, par value $.001 per share, and 10,000,000
      shares of preferred stock, par value $1.00 per share. The future issuance of
      all
      or part of its remaining authorized common stock may result in substantial
      dilution in the percentage of the Company’s common stock held by its then
      existing shareholders. The Company may value any common or preferred stock
      issued in the future on an arbitrary basis. The issuance of common stock for
      future services or acquisitions or other corporate actions may have the effect
      of diluting the value of the shares held by the Company’s investors, and might
      have an adverse effect on any trading market for our common stock.





**Possible
      Issuance Of Preferred Stock Without Stockholder Approval Could Adversely Affect
      the Position of Common** **Stockholders.**





The
      Company’s Certificate of Incorporation authorizes the issuance of up to
      10,000,000 shares of preferred stock with designations rights, and preferences
      determined from time to time by the Board of Directors. Accordingly, the
      Company’s Board of Directors is empowered, without stockholder approval, to
      issue preferred stock with dividends, liquidation, conversion, claims to assets,
      voting, or other rights that could adversely affect the voting power or other
      rights of the holders of the Company’s common stock. In the event of issuance,
      the preferred stock could be used, under certain circumstances, as a method
      of
      discouraging, delaying or preventing a change in control of the Company or,
      alternatively, granting the holders of preferred stock such rights as to
      entrench management. If the holders of the Company’s common stock desired to
      remove current management, it is possible that the Board of Directors could
      issue preferred stock and grant the holders thereof such rights and preferences
      so as to discourage or frustrate attempts by the common stockholders to remove
      current management. In doing so, management would be able to severely limit
      the
      rights of common stockholders to elect the Board of Directors.





**Shares
      Eligible For Future Sale May Adversely Affect The Market**





As
      of
      November 10, 2006, the Company had 195,807,900 shares of its common stock issued
      and outstanding of which the Company believes 35,045,358 shares to be restricted
      shares. Rule 144 provides, in essence, that a person holding "restricted
      securities" for a period of one year may sell only an amount every three months
      equal to the greater of (a) one percent of a company's issued and outstanding
      shares, or (b) the average weekly volume of sales during the four calendar
      weeks
      preceding the sale. The amount of "restricted securities" which a person who
      is
      not an affiliate of our company may sell is not so limited, since non-affiliates
      may sell without volume limitation their shares held for two years if there
      is
      adequate current public information available concerning our company. In such
      an
      event, "restricted securities" would be eligible for sale to the public at
      an
      earlier date. The sale in the public market of such shares of common stock
      may
      adversely affect prevailing market prices of our common stock.





**The
      Company Has Not Paid Any Dividends And Does Not Intend To Do So In The
      Foreseeable Future, A Purchaser Of Our Common Stock Will Only Realize An
      Economic Gain On His Or Her Investment From An Appreciation, If Any, In The
      Market Price Of The Company’s Common Stock**





The
      Company has never paid, and has no intentions in the foreseeable future to
      pay,
      any cash dividends on our common stock. Therefore an investor in the Company’s
      common stock, in all likelihood, will only realize a profit on his investment
      if
      the market price of the Company’s common stock increases in value.





12





**The
      Company’s Common Stock Is Deemed To Be “Penny Stock,” Which May Make It More
      Difficult For Investors To Sell Their Shares Due To Suitability
      Requirements**





The
      Company’s common stock is deemed to be “penny stock” as that term is defined in
      Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks
      are stock:




·
            With
                a price of less than $5.00 per
                share;





·
            That
                are not traded on a “recognized” national
                exchange;





·
            Whose
                prices are not quoted on the Nasdaq automated quotation system (Nasdaq
                listed stock must still have a price of not less than $5.00 per share);
                or





·
            In
                issuers with net tangible assets less than $2.0 million (if the issuer
                has
                been in continuous operation for at least three years) or $5.0 million
                (if
                in continuous operation for less than three years), or with average
                revenues of less than $6.0 million for the last three
                years.





Broker/dealers
      dealing in penny stocks are required to provide potential investors with a
      document disclosing the risks of penny stocks. Moreover, broker/dealers are
      required to determine whether an investment in a penny stock is a suitable
      investment for a prospective investor. These requirements may reduce the
      potential market for the Company’s common stock by reducing the number of
      potential investors. This may make it more difficult for investors in the
      Company’s common stock to sell shares to third parties or to otherwise dispose
      of them. This could cause the Company’s stock price to decline.





**The
      Company’s Common Stock May Be Affected By Limited Trading Volume And May
      Fluctuate Significantly**





The
      Company’s common stock is traded on the Over-the-Counter Bulletin Board. There
      has been a limited public market for the Company’s common stock and there can be
      no assurance that an active trading market for its common stock will develop.
      As
      a result, this could adversely affect shareholders’ ability to sell the
      Company’s common stock in short time periods, or possibly at all. Thinly traded
      common stock can be more volatile than common stock traded in an active public
      market. The Company’s common stock has experienced, and is likely to experience
      in the future, significant price and volume fluctuations, which could adversely
      affect the market price of our common stock without regard to the Company’s
      operating performance. In addition, the Company believes that factors such
      as
      quarterly fluctuations in our financial results and changes in the overall
      economy or the condition of the financial markets could cause the price of
      its
      common stock to fluctuate substantially.





**The
      Company May Not Be Able To Achieve And Manage Its Planned Expansion.**





The
      Company faces many business risks associated with rapidly growing companies,
      including the risk that its existing management, information systems and
      financial controls will be inadequate to support its continued planned
      expansion. The Company’s growth plans will require it to expend significant
      management time and effort and additional resources to ensure the continuing
      adequacy of its financial controls, operating procedures, information systems,
      product purchasing, warehousing and distribution systems and employee training
      programs. The Company cannot predict whether it will be able to effectively
      manage these increased demands or respond on a timely basis to the changing
      demands that the planned expansion will impose on the management, information
      systems and financial controls. If the Company fails to continue to add
      management personnel or to improve the management information systems and
      financial controls or if it encounters unexpected difficulties during expansion,
      the business, financial condition, operating results or cash flows could be
      materially adversely affected.





13


**ITEM
      3 - CONTROLS AND PROCEDURES**





**EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES**





As
      of
      September 30, 2006, the Company's management carried out an evaluation, under
      the supervision of the Company's Chief Executive Officer and the Chief Financial
      Officer of the effectiveness of the design and operation of the Company's system
      of disclosure controls and procedures pursuant to the Securities and Exchange
      Act , Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that
      evaluation, the Chief Executive Officer and Chief Financial Officer concluded
      that the Company's disclosure controls and procedures were effective, as of
      the
      date of their evaluation, for the purposes of recording, processing, summarizing
      and timely reporting material information required to be disclosed in reports
      filed by the Company under the Securities Exchange Act of 1934.





As
      a
      result of the Company's lack of available cash and in consideration of the
      minimal number of transactions in the recent reporting period, it has declined
      retaining its independent auditor to review its financial statements enclosed
      with this Quarterly Report. At such time that the Company completes its proposed
      financing and is a position to properly compensate its independent auditor
      for
      review its quarterly financial statements, it will do so.





**CHANGES
      IN INTERNAL CONTROLS**





There
      were no changes in internal controls over financial reporting, known to the
      Chief Executive Officer or Chief Financial Officer that occurred during the
      period covered by this report that has materially affected, or is likely to
      materially effect, the Company's internal control over financial reporting.





14


**PART
      II - OTHER INFORMATION**





**ITEM
      1 LEGAL PROCEEDINGS**





On
      September 6, 2002, a franchisee of the Company filed a complaint in the Alameda
      County Superior Court and a First Amended Complaint on October 8, 2002 alleging
      violations of the California Franchise Investment Law. The Lawsuit has been
      settled with Pickups Plus paying claims in the amount of $35,000, with $10,000
      paid in 2004 and $20,000 paid in 2005. The remaining balance of $5,000 is still
      owed at this time. The franchise in California has been terminated.





On
      March
      15, 2002, an action was filed against the Company in the Delaware Circuit Court
      No. 4, Muncie, Indiana, by the sellers of the Company's store at that location.
      The plaintiffs entered into an agreement to sell certain assets to the Company
      and are seeking to have such agreement enforced in certain respects. The lawsuit
      was settled out of court on August 3, 2004, with Pickups Plus agreeing to pay
      $45,445 plus interest over a two-year period. The scheduled payments in 2005
      were made. The remaining balance of $24,676 is still owed at this
      time.





On
      August
      15, 2002, a lawsuit was filed in Clermont County Common Pleas Court under Case
      No. 2002 CVH 00985. An individual filed this lawsuit for monies, in the amount
      of $23,451, allegedly owed to him for consulting work performed for the Company.
      Management contested these allegations and the case went to trial on August
      18,
      2003. In October 2003, this individual was awarded $4,095. The Company has
      booked this liability on its balance sheet in its accounts payable, but has
      not
      yet paid the award.





On
      April
      28, 2006, a lawsuit was filed in Hamilton County Municipal Court under Case
      No.06CV11700. An Ohio corporation filed this lawsuit for monies, in the amount
      of $5,989.32, allegedly owed to them for services performed for the Company.
      Management is currently contesting these allegations but there has been no
      resolution to the case.





On
      April
      28, 2006, a lawsuit was filed in Clermont County Court. An out of state
      corporation filed this lawsuit for monies, in the amount of $32,825.18,
      allegedly owed to them for services performed for the Company. Management is
      currently contesting these allegations but there has been no resolution to
      the
      case.





Other
      than as stated above, there is no current outstanding litigation in which we
      are
      involved in other than routine litigation incidental to our ongoing
      business.





**ITEM
      2 CHANGES IN SECURITIES AND USE OF PROCEEDS**





During
      the first nine months of 2006, the Company issued the following shares of its
      common stock that were not already registered under the Securities Act of 1933,
      as amended. The Company issued 500,000 shares of restricted stock to John
      Fitzgerald in exchange for $2,000 due him for professional services rendered.
      The Company issued 14,791,888 shares of restricted stock to certain members
      of
      management, including Merritt Jesson, Bob White and Sean Hayes in exchange
      for
      $59,168 due them for professional services rendered. The Company issued
      17,560,000 shares to various vendors for rent, legal and accounting services
      and
      consulting fees. We believe such issuances were exempt from registration
      pursuant to Section 4(2) of the Securities Act of 1933.





**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**





Not
      applicable





15


**ITEM
      6 EXHIBITS**





(a)
      Exhibits.




31.1
            Certification
                by Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.31.2
            Certification
                by Chief Financial Officer pursuant to 15 U.S.C. Section 7241, as
                adopted
                pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            Certification
                by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant toSection
                906 of the Sarbanes-Oxley Act of 2002.32.2
            Certification
                by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant toSection
                906 of the Sarbanes-Oxley Act of
                2002.





16


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.


**PICK
                UPS PLUS, INC.**By:
            */s/
              Merritt Jesson**Merritt
              Jesson**Chief
              Executive Officer, President*




Dated:
      November 22, 2006




17