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

                                   FORM 10-QSB

(Mark  One)

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

        For  the  quarterly  period  ended June 30, 2002

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


Commission  File  Number  000-28255

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

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

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

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

                  5181 Natorp Blvd, Suite 530, Mason, OH 45040
--------------------------------------------------------------------------------
        (Former name, former address and former fiscal year, if changed
                               since last report)


Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days.  Yes X  No.
                                                                        ---
There were 71,781,497 shares of the registrant's common stock
outstanding as of July 31, 2002.

Transitional  Small  Business  Disclosure  Format          Yes  ___  No _X_

<PAGE>
<TABLE>
<CAPTION>
<S>   <C>
                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

                               PICK-UPS PLUS, INC.

                                    - INDEX -


                                                                                 PAGE(S)
                                                                                 -------
PART  I:  FINANCIAL  INFORMATION:

Item  1  -  Financial  Statements

     Condensed  Balance Sheets - June 30, 2002 (unaudited) and December 31, 2001    3

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

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

     Notes  to  Interim  Condensed  Financial  Statements                           6  -  8


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


PART  II.  OTHER  INFORMATION                                                       12  -  16


SIGNATURES                                                                          17

EXHIBITS
</TABLE>
<PAGE>


<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS

                               PICK-UPS PLUS, INC.
                               -------------------
                            CONDENSED BALANCE SHEETS
                            ------------------------
<TABLE>
<CAPTION>
                                              - ASSETS -
                                                                             June 30,     December 31,
                                                                               2002          2001
                                                                           ------------  ------------
<S>                                                                            <C>           <C>
                                                                            (UNAUDITED)
CURRENT ASSETS:
Cash                                                                       $    20,389   $    34,808
Accounts receivable - net of allowance for doubtful accounts of $-0- and
 $887 for 2002 and 2001                                                         11,961         1,640
Inventories                                                                    169,129       118,854
Prepaid expenses and other current assets                                       59,977       118,909
                                                                           ------------  ------------
TOTAL CURRENT ASSETS                                                           261,456       274,211
FIXED ASSETS - NET                                                              97,244       116,307
OTHER ASSETS:
Security deposits and other assets                                               5,905        51,305
                                                                           ------------  ------------
                                                                           $   364,605   $   441,823
                                                                           ============  ============
                     - LIABILITIES AND SHAREHOLDERS' DEFICIT -
CURRENT LIABILITIES:
Credit line payable - bank                                                 $         -   $   252,954
Accounts payable                                                               559,514       534,096
Accrued expenses                                                                64,005        53,990
Sales tax payable                                                              215,975       147,720
Loans payable - current                                                        155,743       204,330
Capitalized leases payable - current                                            14,748        13,215
Loans payable - officer                                                              -        16,562
                                                                           ------------  ------------
TOTAL CURRENT LIABILITIES                                                    1,009,985     1,222,867
                                                                           ------------  ------------
NON-CURRENT LIABILITIES:
Loans payable                                                                   82,510        76,080
Capitalized leases                                                              11,536        20,443
Convertible debentures                                                          56,500       111,800
                                                                           ------------  ------------
                                                                               150,546       208,323
                                                                           ------------  ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
Preferred stock, $1 par value; 5,000,000 shares authorized; none issued              -             -
Common stock, $.001 par value; 100,000,000 shares authorized, 67,631,497
 and 30,012,675 shares issued for 2002 and 2001, respectively                   67,631        30,013
Additional paid-in capital                                                   2,409,073     1,813,164
Accumulated deficit                                                         (3,272,630)   (2,832,544)
                                                                           ------------  ------------
                                                                              (795,926)     (989,367)
                                                                           ------------  ------------
                                                                           $   364,605   $   441,823
                                                                           ============  ============
</TABLE>
                             See accompanying notes.

<PAGE>
                               PICK-UPS PLUS, INC.
                               -------------------
                       CONDENSED STATEMENTS OF OPERATIONS
                       ----------------------------------
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                For the Three Months        For the Six Months
                                                    Ended June 30,            Ended June 30,
                                              -------------------------  -------------------------
                                                  2002          2001          2002          2001
                                              ------------  -----------   ------------  ------------
<S>                                                <C>           <C>           <C>           <C>
REVENUES:
Retail sales                                  $   642,805   $   457,192   $ 1,233,503   $   871,956
Initial franchise fees                             25,000        25,000        25,000        50,000
Royalties                                          15,875        12,889        30,189        25,757
                                              ------------  ------------  ------------  ------------
                                                  683,680       495,081     1,288,692       947,713
                                              ------------  ------------  ------------  ------------

COSTS AND EXPENSES (INCOME):
Cost of sales                                     402,614       342,894       795,252       607,244
Selling, general and administrative expenses      411,459       458,114       914,577       867,132
Other income                                          (43)         (184)          (43)         (247)
Interest expense                                   11,515        18,102        18,992        31,472
                                              ------------  ------------  ------------  ------------
                                                  825,545       818,926     1,728,778     1,505,601
                                              ------------  ------------  ------------  ------------

LOSS BEFORE PROVISION (CREDIT) FOR
 INCOME TAXES                                    (141,865)     (323,845)     (440,086)     (557,888)

  Provision (credit) for income taxes                   -             -             -             -
                                              ------------  ------------  ------------  ------------
NET LOSS                                      $  (141,865)  $  (323,845)  $  (440.086)  $  (557,888)
                                              ============  ============  ============  ============


BASIC /DILUTED LOSS PER COMMON
 SHARE                                        $      (.00)  $      (.02)  $      (.01)  $      (.04)
                                              ============  ============  ============  ============


WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING                                   64,517,688    13,447,705    38,815,154    12,941,525
                                              ============  ============  ============  ============
</TABLE>
                             See accompanying notes.

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    For the Six Months
                                                                                     Ended  June  30,
                                                                                   ----------------------
                                                                                      2002        2001
                                                                                   ----------  ----------
<S>                                                                                    <C>         <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                           $(440,086)  $(557,888)
Adjustments to reconcile net loss to net cash (utilized) by operating activities:
 Depreciation and amortization                                                        19,063      37,079
 Bad debt provision                                                                        -           -
 Imputed interest on shareholder loan                                                      -       2,022
 Compensatory shares                                                                  67,773      28,000
Changes in assets and liabilities:
 Decrease (increase) in accounts receivable                                          (10,321)      5,281
 (Increase) in inventory                                                             (50,275)     (3,920)
 (Increase) in prepaid expenses                                                       58,932     (84,800)
 Increase in accounts payable                                                         25,418      74,761
 Increase in accrued expenses and other liabilities                                   78,270      38,892
                                                                                   ----------  ----------
  Net cash (utilized) by operating activities                                       (251,226)   (460,573)
                                                                                   ----------  ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                                       -      (3,306)
Security deposits                                                                     45,400           -
Payment re: assets required                                                                -           -
                                                                                   ----------  ----------
  Net cash provided (utilized) by investing activities                                45,400      (3,306)
                                                                                   ----------  ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net (repayment)  under bank credit line                                                   -     (93,100)
 Principal payments of long-term debt                                                (42,157)    (45,960)
 Payments of capitalized leases                                                       (7,374)     (6,521)
 Repayment of officer's loan                                                         (16,562)    (22,541)
 Proceeds from convertible debentures                                                      -     300,000
 Proceeds from sale of equity securities                                             257,500      89,500
                                                                                   ----------  ----------
  Net cash provided by financing activities                                          191,407     221,378
                                                                                   ----------  ----------

NET (DECREASE) IN CASH EQUIVALENTS                                                   (14,419)   (242,501)

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

CASH AND CASH EQUIVALENTS, END OF PERIOD                                           $  20,389   $  49,242
                                                                                   ==========  ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 (i)  Cash paid during the year:
 Interest                                                                          $  16,192  $  28,804
 Taxes                                                                                     -          -

</TABLE>
                             See accompanying notes.

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

NOTE  1  -  DESCRIPTION  OF  COMPANY:

Pick-Ups  Plus,  Inc.,  the  Company, was incorporated in Delaware in 1993.  The
Company  operates  and franchises retail automotive parts and accessories stores
catering  to  the  light  truck  market,  which  is considered to be the fastest
growing  segment  of  the  motor vehicle market in the United States.  There are
currently  six  franchised locations in operation and four Company owned-stores.
Subject  to  the  availability  of  financing,  the Company intends to pursue an
aggressive  expansion  strategy  by  opening additional company-owned stores and
franchise  locations.

The  accounting  policies followed by the Company are set forth in Note 3 to the
Company's  annual  report  filed  on Form 10-KSB for the year ended December 31,
2001.  Specific  reference  is  made  to  this  report  for a description of the
Company's securities and the notes to the financial statements included therein.
The  accompanying  unaudited  interim financial statements have been prepared in
accordance  with  instructions  to  Form  10-Q  and  10-QSB and therefore do not
include  all  information  and  footnotes  required  by  accounting  principles
generally  accepted  in  the  United  States  of  America.

In  the  opinion  of  management,  the  accompanying unaudited interim condensed
financial  statements  of Pick-Ups Plus, Inc., contain all adjustments necessary
to  present  fairly the Company's financial position as of June 30, 2002 and the
results  of  its  operations  for the three and six-month periods ended June 30,
2002  and  2001 and its cash flows for the six-month periods ended June 30, 2002
and  2001.

The results of operations for the six-month periods ended June 30, 2002 and 2001
are  not necessarily indicative of the results to be expected for the full year.


NOTE  2  -  GOING  CONCERN  UNCERTAINTY:

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles generally accepted in the United States of America, which
contemplates  continuation  of  the  Company  as  a  going concern.  The Company
reported  operating losses in 2001 and has sustained a further operating loss of
$440,086  during  the  first  half  of  2002.  In addition, the Company has used
substantial  amounts of working capital in its operations.  As of June 30, 2002,
current  liabilities  exceed  current  assets  by $748,529 and total liabilities
exceed  total  assets  by  $795,926.

In  view  of  these matters, realization of a major portion of the assets in the
accompanying  balance  sheet  is  dependent  upon  continued  operations  of the
Company,  which  in  turn  is  dependent  upon the Company's ability to meet its
financing  requirements,  and  the  success  of  its  future  operations.

On March 29, 2001, the Company entered into (i) a Placement Agent Agreement (the
Agreement) with an investment banking group, May Davis Group, Inc., to assist in
the  sales  of  the  Company's  debentures  and  (ii)  an  Equity Line of Credit
Agreement  (the Equity Line) with Cornell Capital Partners, LP (Cornell) whereby
the  Company  would  sell to Cornell, from time to time, up to $5 million of the
Company's  common stock subject to certain market limitations.  The Company also
agreed  to  pay  to  Yorkville  Advisors LC (a general partner of Cornell) a fee
equal  to  2% of each installment amount invested in the Company by Cornell.  On
February  28,  2002,  the  Company  entered  into  a  Termination Agreement with
Cornell,  terminating  the Equity Line.  In addition, the Company entered into a
related non-negotiable promissory note with Cornell dated February 28, 2002 (the
"Renewal  Note").  The Renewal Note renews and restates a prior note between the
Company  and  Cornell  dated  July  14,  2001, of which the principal amount was
$100,000  with  an  annual  interest  rate  of  12%  (the  "Original  Note").
<PAGE>
                               PICK-UPS PLUS, INC.
                               -------------------
                 NOTES TO INTERIM CONDENSED FINANCIAL STATEMENTS
                 -----------------------------------------------
                                  JUNE 30, 2002
                                  -------------
                                   (UNAUDITED)

NOTE  2  -  GOING  CONCERN  UNCERTAINTY  (CONTINUED):

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

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

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

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

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

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

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

NOTE  3  -  COMMITMENTS:

CONSULTING  AGREEMENT:

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

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

DEBENTURES:

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

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

INTRODUCTION:

Pick-Ups  Plus,  Inc., formed in 1993, is a franchisor, wholesaler, retailer and
installer  of  accessories  for trucks and sports utility vehicles. We currently
have  6  franchised  stores, which are located in Ohio, Indiana, Iowa, Kentucky,
California,  and  Louisiana  and  four  Company-owned stores. Two are located in
Ohio,  one  in  Kentucky  and  one  in  Indiana.

The  financial  information  presented herein is derived from the: (i) Condensed
Balance  Sheets  as  of  June  30,  2002  and  December 31, 2001; (ii) Condensed
Statements of Operations for the three and six month periods ended June 30, 2002
and  2001 and (iii) Condensed Statements of Cash Flows for the six month periods
ended  June  30,  2002  and  2001.

RESULTS  OF  OPERATIONS:

Revenues  for  the  three  and  six-month  periods ended June 30, 2002 consisted
primarily  of  net  sales  generated by the retail stores and continuing royalty
fees.  Total  revenues  for  the three and six-month periods ended June 30, 2002
increased by 38% and 36%, respectively, when compared to the same periods of the
previous  year.

Gross  profit, as a percentage of retail sales was 37.4% and 35.5% for the three
and  six-month  periods  ended  June 30, 2002, respectively.  Gross profit, as a
percentage  of  retail  sales  was  25.0%  and 30.4% for the three and six-month
periods  ended  June  30,  2001, respectively.  This increase in gross profit is
reflective  of  the  continuation of management's aggressive purchasing program.

Selling, general and administrative expenses decreased by $46,655 when comparing
the  three-month period ended June 30, 2002 to the comparable period in 2001 and
is  a  result  of the cost-cutting measures implemented by management during the
current  quarter.  Selling,  general  and  administrative  expenses increased by
$47,445  when  comparing  the  six  month  period  ended  June  30,  2002 to the
comparable  period  in  2001,  primarily  due  to  the following: (i) additional
selling,  general  and  administrative  expenses  of  the  store  in Akron, Ohio
acquired  in August, 2001; (ii) professional fees of $68,000 associated with the
shareholder  agreement  executed  March  14,  2002 and preparation of an updated
business  plan  used  in the process of seeking new capital net of the effect of
the  cost  saving  realized  during  the  current  quarter.

The  Company  experienced reduced interest costs when comparing the 2002 periods
to the comparable periods in 2001, and is primarily a result of the satisfaction
of  borrowings  under  bank  loans.


<PAGE>
As a result of the above, the Company reflected net losses of $141,865 ($.00 per
share)  and  $440,086 ($.01 per share) for the three and six-month periods ended
June 30, 2002, respectively.  The Company reflected net losses of $323,845 ($.02
per  share)  and  $557,888  ($.04 per share) for the three and six-month periods
ended  June  30,  2001,  respectively.

LIQUIDITY  AND  CAPITAL  RESOURCES:

As of June 30, 2002, current liabilities exceeded current assets by $748,529. As
of  December  31, 2001, current liabilities exceeded current assets by $948,656.

The  Company  used $251,000 in cash to support operating needs in the six months
ended  June  30, 2002 compared to $461,000 used in 2001. These uses of cash were
offset  by  the  proceeds  of new  equity  raised.

The  Company  currently  has  insufficient funds available for operations and is
required  to  seek  additional  financing  to supplement cash generated from the
operations  of  the four Company owned retail stores.  In view of these matters,
realization  of  a major portion of the assets in the accompanying balance sheet
is  dependent  upon  continued  operations  of  the  Company,  which  in turn is
dependent upon the Company's ability to meet its financing requirements, and the
success  of  its  future  operations.

Following,  is a description of certain transactions that have been entered into
to  help  provide  funds  for  ongoing  operations.

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


<PAGE>

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

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

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

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

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

<PAGE>

Management  believes  that  the above-described actions will provide the Company
with  its  immediate  financial requirements to enable it to continue as a going
concern.  In the event that the Company is unable to raise additional funds, the
Company  could  be  required  to  either  substantially  reduce or terminate its
operations.

The  Company  is  not  aware of any material trend, event or capital commitment,
which  would  potentially adversely affect liquidity.  In the event such a trend
develops,  the  Company believes that it will have sufficient funds available to
satisfy  working  capital  needs  through lines of credit and the funds expected
from  equity  sales.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES:

The  Company's  financial  statements  have  been  prepared  in  accordance with
accounting  principles  generally accepted in the United States of America.  The
preparation  of  these  financial  statements  requires  the  Company  to  make
significant  estimates and judgments that affect the reported amounts of assets,
liabilities,  revenues  and expenses and related disclosure of contingent assets
and  liabilities.  The  Company evaluates its estimates, including those related
to bad debts, inventories, intangible assets, income taxes and contingencies and
litigation,  on an ongoing basis.  The Company bases its estimates on historical
experience  and  on various other assumptions that are believed to be reasonable
under  the  circumstances,  the  results  of  which  form  the  basis for making
judgments  about  the  carrying  values  of  assets and liabilities that are not
readily  apparent  from  other  sources.  Actual  results  may differ from these
estimates  under  different  assumptions  or  conditions.

The  Company  believes the following critical accounting policies, among others,
involve  the more significant judgments and estimates used in the preparation of
its  consolidated  financial  statements:

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

-  The  Company  maintains  allowances  for  doubtful accounts for estimated bad
debts.  Management  believes  that  such  allowances  are adequate at this time.

- Inventories are recorded at the lower of cost or market.  The Company does not
maintain  large  quantities  of  inventory  and does not believe that any of its
inventory  items  is  obsolete.

OTHER:

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

<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS:

      None

ITEM  2.  CHANGES  IN  SECURITIES:

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

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

     During  the  period  ended  June 30,  2002,  we  have issued unregistered
restricted securities, as described below:

- The Company  issued  an aggregate of 1,800,000 shares of its common stock to
three  individuals  for an aggregate purchase price of 54,000 and issued 900,000
shares  of  its common stock to one individual for a purchase price of $18,0000.

-The  Company  issued 4,000,000 shares of its common stock to one investor, PUPS
Investment,  LLC,  at  a  purchase  price  of  $100,000  pursuant to prior stock
purchase  agreements.


ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES:

     Not  Applicable

<PAGE>

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

     Not Applicable

ITEM  5.  OTHER  INFORMATION:

Management

     The  Company, during the three month period ended June 30, 2002 experienced
a Restructuring of its management team. In May, the Company's board of directors
elected Mr. Pat Tibby to serve as the Company's chief executive officer and as a
director.  The  Company  also accepted the resignation of its then current chief
executive  officer,  John  Fitzgerald.  In  June,  2002  the  Company's board of
directors  elected  Mr. Sean Fitzgerald, the son of John Fitzgerald, to serve as
the  president  of  the Company. In July, 2002 the Company appointed Dr. William
Angell  to  serve  on  the  Company's  board of directors in accordance with the
Company's obligation to appoint a director recommended by PUPS Investments, LLC.
In  August,  Mr. Pat Tibby resigned as the Company's chief executive officer and
director.  As  such,  Sean  Fitzgerald  is the Company's president, Robert White
serves  as  the  Company's  chief  financial officer, and the Company's board of
directors  consists of Messrs. John Fitzgerald, Robert White and William Angell.

Franchise locations

     In  April,  2002  the  Company  entered  into  a  franchise agreement for a
franchisee  to open a Pick Ups Plus store location in Texas, located at 1718 Fry
Road,  Houston,  Texas.  Pursuant to the terms of that agreement, the franchisee
agreed  to  pay  to  the  Company  a  $25,000  franchise  fee.

Additional Information

     On  May 23, 2002 the Company registered 4,150,000 shares on behalf of three
individuals  (Messrs  Jesson,  Quarterman  and  Doyle) pursuant to a Form S-8 in
connection  with  the  Company's  agreement with the Professional Management and
Consulting  Services  Group,  Inc., dated as of March 14, 2002. On June 18, 2002
the  Company  withdrew from the SEC its registration statement after the Company
determined  that  the Amendment to the Consulting Agreement, Dated May 23, 2002,
should  be  rescinded and the initial Consulting Agreement, date March 14, 2002,
shall  remain  in  full force and effect. No securities were sold as a result of
such  filing.  Additionally, on July 15, 2002 the Company filed a post effective
amendment  to  its  registration statement to deregister the 4,150,000 shares of
common stock previously registered. Such shares have not yet physically been
returned  to  the  Company  for  cancellation.

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

     (a)     Exhibits

             99.1 Certifications Pursuant To   18 U.S.C. Section 1350,
                  As Adopted Pursuant To Section 906 Of The
                  Sarbanes-Oxley Act Of 2002


     (b)     Reports  on  Form  8-K

             None
<PAGE>
                                   SIGNATURES


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

                    PICK  UPS  PLUS,  INC.

                    By:    /s/  Sean  Fitzgerald
                          -----------------------
                           Sean  Fitzgerald.  President
                           (Principal Executive Officer)

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

Dated:  August 15, 2002

<PAGE>


<PAGE>