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

                                   FORM 10-QSB



(Mark One)

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

     For the Quarterly Period Ended September 30, 2000

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


                        Commission File Number 000-28255

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

<TABLE>
<CAPTION>
<S>                                                                             <C>
         Delaware                                                               31-12440524
         --------                                                               -----------
(State or Other Jurisdiction of                                                 (IRS Employer Identification No.)
Incorporation or Organization)
</TABLE>

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

                                 (513) 398-4344
                            Issuer's Telephone Number

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No .

     There were 7,458,100 shares of the registrant's common stock outstanding as
of September 30, 2000.

     Transitional Small Business Disclosure Format Yes ___ No _X_ -


<PAGE>
                               PICK-UPS PLUS, INC.


                                    - INDEX -
<TABLE>
<CAPTION>



                                                                                                                 Page(s)
PART I:
<S>                                                                                                                   <C>
Item 1 - Financial Information
            Condensed Balance Sheets - September 30, 2000 (unaudited)
             and December 31, 1999                                                                                    3

           Condensed Statements of Operations - Three and Nine months Ended
            September 30, 2000 and 1999 (unaudited)                                                                   4

           Condensed Statements of Cash Flows - Nine months Ended
            September 30, 2000 and 1999 (unaudited)                                                                   5

           Notes to Interim Condensed Financial Statements                                                            6


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


PART II    Other Information                                                                                         10


SIGNATURES 11

EXHIBITS:

           Exhibit 27 - Financial Data Schedule

</TABLE>

<PAGE>
                          PART I. Financial Information
ITEM 1. Financial Statements

                               PICK-UPS PLUS, INC.
                            CONDENSED BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>
                                                                                                 September 30, 2000   December 31,
                                                                                                     (unaudited)           1999
CURRENT ASSETS:
<S>                                                                                                  <C>                  <C>
     Cash                                                                                            $      7,715         $  11,188
     Accounts  receivable  - net of  allowance  for  doubtful  accounts  of $10,398 and
       $3,344 for 2000 and 1999, respectively                                                              17,227             7,052
     Inventories                                                                                           96,808            33,156
     Prepaid expenses and other current assets                                                              3,474             2,800
                                                                                                 ----------------     -------------

TOTAL CURRENT ASSETS                                                                                      125,224            54,196
                                                                                                 ----------------     -------------

FIXED ASSETS - NET                                                                                        120,453            25,365
                                                                                                 ----------------     -------------

OTHER ASSETS:
     Costs in excess of assets acquired - net                                                             284,843            -
     Franchise development costs - net                                                                      6,300            12,600
     Other assets                                                                                          51,905             1,905
                                                                                                 ----------------     -------------
                                                                                                          343,048            14,505
                                                                                                 ----------------     -------------

                                                                                                     $    588,725         $  94,066
                                                                                                     ============         =========

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
     Bank credit lines payable                                                                       $    393,100         $  93,100
     Accounts payable                                                                                     315,295            58,940
     Accrued expenses                                                                                      13,925            13,375
     Loans payable - current                                                                               84,424            28,221
     Capitalized lease payable - current                                                                   18,618             4,971
                                                                                                 ----------------     -------------

TOTAL CURRENT LIABILITIES                                                                                 825,362           198,607
                                                                                                 ----------------     -------------

NON-CURRENT LIABILITIES:
     Loans payable                                                                                        108,056            22,812
     Capitalized leases                                                                                    33,114             4,623
     Loans payable - officer                                                                               56,393            24,781
                                                                                                 ----------------     -------------

                                                                                                          197,563            52,216
                                                                                                 ----------------     -------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
     Preferred stock, $1 par value; 5,000,000 shares authorized; none issued                                   -                 -
     Common stock, $.001 par value; 50,000,000 shares authorized,  7,458,100 and 6,758,100
       shares issued and attending for 2000 and 1999, respectively                                          7,458             6,758
     Additional paid-in capital                                                                           433,282           197,728
     Accumulated deficit                                                                                 (874,940)         (361,243)
                                                                                                 ----------------     -------------
                                                                                                         (434,200)         (156,757)
                                                                                                 -----------------    -------------

                                                                                                     $    588,725         $  94,066
                                                                                                     ============         =========
</TABLE>
<PAGE>
                               PICK-UPS PLUS, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                            Three Months                   Nine Months
                                                         Ended September 30,           Ended September 30,
                                                          2000          1999          2000            1999

REVENUES:
<S>                                                 <C>            <C>             <C>            <C>
     Retail sales ...............................   $   480,450    $   178,131     $1,014,568     $   650,709

     Royalties ..................................        18,496         35,206         54,702          74,987

     Initial franchise fees .....................          --             --            5,000          25,000
                                                     ----------    -----------    -----------     -----------

                                                        498,946        213,337      1,074,270         750,696
                                                     ----------    -----------    -----------     -----------


COSTS AND EXPENSES (INCOME):
     Cost of sales ..............................       283,876        145,685        655,630        475,214

     Selling, general and administrative expenses
                                                        408,809        168,354        979,288        448,680
     Other income
                                                           --             --          (70,578)          --
     Interest expense ...........................        11,070           --           23,627           --
                                                     ----------    -----------    -----------     -----------
                                                        703,755        314,039      1,587,967        923,894
                                                     ----------    -----------    -----------     -----------


LOSS BEFORE PROVISION (CREDIT) FOR INCOME TAXES .      (204,809)      (100,702)      (513,697)      (173,198)


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

NET LOSS ........................................   $  (204,809)   $  (100,702)   $  (513,697)   $  (173,198)
                                                    ===========    ===========    ===========    ============


BASIC LOSS PER COMMON SHARE .....................   $      (.03)   $      (.01)   $      (.07)   $      (.03)
                                                    ===========    ===========    ===========    ============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING ......     7,020,322      6,758,100      6,845,415      6,752,309
                                                    ===========    ===========    ===========    ============

</TABLE>

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

<TABLE>
<CAPTION>

                                                                                             Nine Months
                                                                                         Ended September 30,
                                                                                          2000         1999

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                     <C>          <C>
    Net loss ........................................................................   $(513,697)   $(173,198)
    Adjustments to reconcile net loss to net cash (utilized) by operating activities:
       Depreciation and amortization ................................................      32,924        6,884
       Bad debt provision ...........................................................       7,054         --
       Compensatory shares ..........................................................       7,000         --
       Imputed interest on shareholder loan .........................................       2,254         --
    Changes in assets and liabilities:
       (Increase) decrease in accounts receivable ...................................     (17,229)       1,001
       (Increase) decrease in inventory .............................................     (63,652)       3,474
       (Increase) in prepaid expenses and other .....................................        (674)        --
       Increase in accounts payable .................................................     256,355       19,871
       Increase in accrued expenses .................................................         550        4,385
                                                                                        ---------    ---------
         Net cash (utilized) by operating activities ................................    (289,115)    (137,583)
                                                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures ............................................................      (9,481)        --
    Security deposits ...............................................................     (50,000)        --
    Payment re: assets acquired .....................................................    (140,427)        --
                                                                                        ---------    ---------
         Net cash (utilized) by investing activities ................................    (199,908)        --
                                                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from short-term debt ...................................................     300,000       90,330
    Principal payments of long-term debt ............................................     (63,854)        --
    Payments of capitalized leases ..................................................      (9,208)        --
    Proceeds from shareholder loans .................................................      31,612         --
    Proceeds from sale of equity units ..............................................     227,000       11,280
                                                                                        ---------    ---------
         Net cash provided by financing activities ..................................     485,550      101,610
                                                                                        ---------    ---------

NET (DECREASE) IN CASH EQUIVALENTS ..................................................      (3,473)     (35,973)

    Cash and cash equivalents, beginning of year ....................................      11,188       37,113
                                                                                        ---------    ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD ............................................   $   7,715    $   1,140
                                                                                        =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the period:
         Interest ...................................................................   $  21,373    $    --
         Taxes ......................................................................        --           --
</TABLE>
<PAGE>
                               PICK-UPS PLUS, INC.
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (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  eight  franchised  locations in operation  and three
                 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 2 to the  Company's  annual report filed on Form 10-KSB
                 for the year ended  December  31, 1999.  Specific  reference is
                 made  to  this  report  for  a  description  of  the  Company's
                 securities and the notes to the financial  statements  included
                 therein.

                 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, 2000 and the
                 results of its  operations for the three and nine month periods
                 ended  September  30,  2000 and 1999 and its cash flows for the
                 nine month periods ended September 30, 2000 and 1999.

                 The results of operations  for the three and nine month periods
                 ended   September  30,  2000  and  1999  are  not   necessarily
                 indicative of the results to be expected for the full year.

                 The Company  currently  has  insufficient  funds  available for
                 operations and would be required to seek  additional  financing
                 to supplement  cash  generated from the operations of the three
                 Company   owned  retail   stores.   Management   is  undergoing
                 discussions with outside parties to rectify this situation. The
                 Company may determine, depending on the opportunities available
                 to it, to seek additional  equity or debt financing to fund the
                 cost  of  its  operations.  There  can  be  no  assurance  that
                 additional  financing  will  be  available  to the  Company  on
                 commercially reasonable terms, or at all. 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.

NOTE   2   -     CAPITAL STOCK AND EQUIVALENTS:

                 During  the  period  ended  September  30,  2000,  the  Company
                 received  $227,000 in net proceeds and issued 650,000 shares of
                 common  stock as of result  of the  exercise  of  common  stock
                 purchase  warrants.  The Company also issued 50,000 shares to a
                 consultant in lieu of payment for services rendered aggregating
                 $7,000.

NOTE   3   -     LINES OF CREDIT:

                 In May 2000,  the Company  entered into an agreement with a new
                 bank to provide an  additional  line of credit in the amount of
                 $300,000. Borrowings under this line bear interest at an annual
                 rate  equal to the  bank's  prime  lending  rate + 1%,  and are
                 collateralized  by all of  the  Company's  assets  as  well  as
                 144,000 shares of the Company's  common stock which are held by
                 its President. The principal payment on this credit line is due
                 in June 2001. As of September 30, 2000,  borrowings  under this
                 new line  aggregated  $300,000.  The  Company  also has $93,100
                 outstanding  with another bank under a previous  line of credit
                 agreement.
<PAGE>
                               PICK-UPS PLUS, INC.
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (Unaudited)


NOTE   4   -     ACQUISITION:

                 On May 1, 2000,  the Company  completed the  acquisition of the
                 assets of a  franchisee.  The purchase  price of $286,942,  was
                 offset  by  royalties  owed  to the  Company  which  are  being
                 recovered from this franchisee,  aggregating $73,042 (including
                 $70,578 from prior years). The remaining balance of $213,900 is
                 payable in cash of $175,000 and 19,450 shares of Company common
                 stock  valued at $2.00 per share.  The Company  paid $60,000 at
                 the time of closing and through September 30, 2000, has paid an
                 additional $50,000.  The remaining cash portion of the purchase
                 price is due in monthly  installments  through  December  2000.
                 Costs in excess of the assets  acquired  of  $214,500  is being
                 amortized on a straight line basis over ten (10) years.

                 On August 18, 2000,  the Company  completed the  acquisition of
                 certain  net  assets of a second  franchisee.  Assets  acquired
                 included store  fixtures and inventory and the Company  assumed
                 certain  accounts  payable and a bank loan.  Costs in excess of
                 the assets acquired of $80,284,  have been assigned to goodwill
                 and is being  amortized on a straight  line basis over ten (10)
                 years.



<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 8 franchised
                  stores which are located in Iowa, Oregon, Pennsylvania,  Idaho
                  and  California  and  three   Company-owned   stores  in  Ohio
                  (acquired on  September  30, 1998,  as the  prototype  store),
                  Kentucky  (acquired  in May 2000)  and  Indiana  (acquired  in
                  August  2000).  These  acquisitions  were  recorded  under the
                  purchase method of accounting.

                  The  financial  information  presented  herein is derived from
                  the: (i) Condensed Balance Sheets as of September 30, 2000 and
                  December 31, 1999; (ii) Condensed Statements of Operations for
                  the three and nine month periods ended  September 30, 2000 and
                  1999 and (iii) Condensed Statements of Cash Flows for the nine
                  month periods ended September 30, 2000 and 1999.

                  RESULTS OF OPERATIONS:

                  Revenues for the three and nine month periods ended  September
                  30,  2000  consist  primarily  of net sales  generated  by the
                  retail   stores.   Revenues  are  also  derived  from  initial
                  franchise fees and continuing royalty fees. Total revenues for
                  the three and nine month  periods  ended  September  30,  2000
                  increased by 134% and 43%,  respectively  when compared to the
                  same periods of the previous year.

                  Costs of sales,  as a  percentage  of retail sales was 59% and
                  82% for the three month periods  ended  September 30, 2000 and
                  1999, respectively.  Costs of sales, as a percentage of retail
                  sales  was  65%  and 73% for  the  nine  month  periods  ended
                  September 30, 2000 and 1999, respectively.

                  Selling,  general and  administrative  expenses  increased  by
                  $240,000 and $531,000 when  comparing the three and nine month
                  periods ended September 30, 2000 to the comparable  periods in
                  1999, primarily due to the following:  (i) the continuation in
                  2000 of an aggressive  advertising  program to help accelerate
                  the name  recognition  of Pick-Ups  Plus,  Inc. as well as the
                  franchise  opportunity which resulted in increased expenses as
                  discussed  above;  (ii)  increase  in  professional  fees  due
                  primarily  to  expenses  relating  to the  preparation  for an
                  initial  public   offering  of  our  common  stock  and  (iii)
                  additional overhead expenses associated with the new stores in
                  Kentucky  and  Indiana  which  were  acquired  in May 2000 and
                  August 2000, respectively.

                  The  Company  was also able to recover  royalties  receivable,
                  which were  written off in prior years,  aggregating  $70,578.
                  This  recovery  was  the  result  of  the  acquisition  of the
                  operations of the Kentucky store which was  consummated on May
                  1, 2000.  See Note 4 to Notes to Interim  Condensed  Financial
                  Statements.

                  Interest expense of $11,000 and $23,600 for the three and nine
                  month  periods  ended  September  30,  2000 is a result of the
                  borrowings  under the bank credit  lines as well as the result
                  of equipment  purchased and financed  through loans as opposed
                  to zero interest costs in the prior year.

                  As a result of the above, the Company  reflected net losses of
                  $204,809  ($.03 per share) and  $513,697  ($.07 per share) for
                  the three and nine month  periods  ended  September  30, 2000,
                  respectively  compared  to net  losses of  $100,702  ($.01 per
                  share)  and  $173,198  ($.03 per share) for the three and nine
                  month periods ended September 30, 1999, respectively.

<PAGE>
                  LIQUIDITY AND CAPITAL RESOURCES:

                  As of September 30, 2000, current liabilities exceeded current
                  assets by  approximately  $700,000.  As of December  31, 1999,
                  current  liabilities  exceeded current assets by approximately
                  $144,000.

                  The Company used $289,000 in cash to support  operating  needs
                  in 2000 as compared  to $138,000 in 1999 and used  $200,000 in
                  2000 for investing activities.  This use of cash was offset by
                  the proceeds from the sale of common stock  purchase  warrants
                  in 2000 and borrowings under our credit lines with two banks.

                  On May 1, 2000, the Company  completed the  acquisition of the
                  assets of a franchisee.  The purchase  price of $286,942,  was
                  offset  by  royalties  owed to the  Company  which  are  being
                  recovered   from   this   franchisee,   aggregating   $73,042,
                  (including $70,578 from prior years). The remaining balance of
                  $213,900 is payable in cash of $175,000  and 19,450  shares of
                  Company  common stock  valued at $2.00 per share.  The Company
                  paid $60,000 at the time of closing and an additional  $50,000
                  through  September 30, 2000. The remaining cash portion of the
                  purchase price is due in monthly installments through December
                  2000.

                  On August 18, 2000, the Company  completed the  acquisition of
                  certain  net assets of a second  franchisee.  Assets  acquired
                  included store fixtures and inventory and the Company  assumed
                  certain accounts payable and a bank loan.

                  The Company  currently has  insufficient  funds  available for
                  operations and would be required to seek additional  financing
                  to supplement  cash generated from the operations of the three
                  Company   owned  retail   stores.   Management  is  undergoing
                  discussions  with outside  parties to rectify this  situation.
                  The  Company may  determine,  depending  on the  opportunities
                  available to it, to seek  additional  equity or debt financing
                  to fund the cost of its operations.  There can be no assurance
                  that additional  financing will be available to the Company on
                  commercially  reasonable  terms,  or at all. In the event that
                  the Company is unable to raise  additional  funds, the Company
                  could be required to either  substantially reduce or terminate
                  its operations.

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

                  OTHER:

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


Item 1. -     Legal Proceedings
              None

Item 2. -     Changes in Securities and Use of Proceeds
              None

Item 3. -     Defaults Upon Senior Securities
              N/A

Item 4. -     Submission of Matters to a Vote of Security Holders
              None

Item 5. -     Other Information
              None

Item 6. -     Exhibits and Reports on Form 8-K
        (a)   Exhibits
              Exhibit 27 - Financial Data Schedule
        (b)   Reports on Form 8-K
              None



<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  the  Report to be signed on its behalf by the
undersigned thereunto duly authorized.


Dated: November 13, 2000                                Pick-Ups Plus, Inc.


                                                By: /s/ John Fitzgerald
                                                        President and Principal
                                                        Accounting Officer