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 June 30, 2003

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

                        Commission File Number 000-28255

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

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

              4360 Ferguson Drive, Suite 120, Cincinnati, OH 45245
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (513) 943-4100
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

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

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

There were 80,793,997 shares of the registrant's  common stock outstanding as of
June 30, 2003.

Transitional Small Business Disclosure Format            Yes   No X
                                                            ---  ---


<PAGE>

                               PICK-UPS PLUS, INC.

                                    - INDEX -
<TABLE>
<CAPTION>
                                                                                     PAGE(S)
                                                                                     -------
<S>                                                                                  <C>
PART I:  FINANCIAL INFORMATION:

Item 1 - Financial Statements

           Condensed Balance Sheets - June 30, 2003 (unaudited) and December 31,
           2002 3  Condensed  Statements  of  Operations  - Three and Six Months
           Ended June 30, 2003
              and 2002 (unaudited)                                                       4

           Condensed Statements of Cash Flows - Six Months Ended June 30, 2003
              and 2002 (unaudited)                                                       5

           Notes to Interim Condensed Financial Statements                             6 - 9

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

Item 3 - Controls and Procedures                                                        12

PART II.  OTHER INFORMATION                                                             13

Item 6 - Exhibits and Reports on Form 8-K                                               13

SIGNATURES                                                                              14
</TABLE>

EXHIBITS

     31.1 Certification  of Chief Executive  Officer  Pursuant to Section 302 of
          the Sarbanes - Oxley Act of 2002

     31.2 Certification  of Chief Financial  Officer  Pursuant to Section 302 of
          the Sarbanes - Oxley Act of 2002

     32.1 Certification  Pursuant to Section 906 of the  Sarbanes - Oxley Act of
          2002.

     32.1 Certification  Pursuant to Section 906 of the  Sarbanes - Oxley Act of
          2002.

                            See accompanying notes.

                                                                          Page 3

<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               PICK-UPS PLUS, INC.
                            CONDENSED BALANCE SHEETS

                                   - ASSETS -

<TABLE>
<CAPTION>
                                                                                                     JUNE 30,           December 31,
                                                                                                       2003                 2002
                                                                                                     -----------        -----------
                                                                                                   (UNAUDITED)
<S>                                                                                                  <C>                <C>
CURRENT ASSETS:
     Cash                                                                                            $    12,936        $     6,779
     Accounts  receivable - net of allowance for doubtful accounts of $1,500 and $0
       for 2003 and 2002, respectively                                                                     5,869              6,981
     Note receivable from franchisee                                                                      20,000             20,000
     Inventories                                                                                          80,624            152,736
     Prepaid expenses and other current assets                                                            15,605             21,082
     Loan receivable - director                                                                             --               14,863
                                                                                                     -----------        -----------
TOTAL CURRENT ASSETS                                                                                     135,034            222,441
FIXED ASSETS - NET                                                                                       129,056             80,802
OTHER ASSETS:
     Security deposits and other assets                                                                   10,310             13,810
                                                                                                     -----------        -----------
                                                                                                     $   274,400        $   317,053
                                                                                                     ===========        ===========
                                       - LIABILITIES AND SHAREHOLDERS' DEFICIT -
CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                                           $   523,099        $   564,802
     Sales tax payable                                                                                   314,494            279,175
     Loans payable - current                                                                              85,321            172,289
     Capitalized leases payable - current                                                                 10,060             15,323
     Loans payable - director/officer                                                                     29,099               --
                                                                                                     -----------        -----------
TOTAL CURRENT LIABILITIES                                                                                962,073          1,031,589
                                                                                                     -----------        -----------
NON-CURRENT LIABILITIES:
     Accounts payable                                                                                    150,000               --
     Loans payable                                                                                        40,648               --
     Convertible debentures                                                                              100,711             56,500
                                                                                                     -----------        -----------
TOTAL NON-CURRENT LIABILITIES                                                                            291,359             56,500
                                                                                                     -----------        -----------
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, 80,793,997 shares
       issued for 2003 and 2002                                                                           80,794             76,281
     Additional paid-in capital                                                                        2,653,058          2,615,048
     Stock subscription receivable                                                                       (45,000)          (200,000)
     Accumulated deficit                                                                              (3,667,884)        (3,262,365)
                                                                                                     -----------        -----------
                                                                                                        (979,032)          (771,036)
                                                                                                     -----------        -----------
                                                                                                     $   274,400        $   317,053
                                                                                                     ===========        ===========
</TABLE>

                            See accompanying notes.

                                                                          Page 3

<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,
                                                                 ------------------------------      -------------------------------
                                                                      2003              2002             2003              2002
                                                                 ------------      ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>               <C>
REVENUES:
     Retail sales                                                $    314,300      $    642,805      $    663,937      $  1,233,503
     Initial franchise fees                                              --              25,000              --              25,000
     Royalties                                                         17,031            15,875            29,486            30,189
                                                                 ------------      ------------      ------------      ------------
                                                                      331,331           683,680           693,423         1,288,692
                                                                 ------------      ------------      ------------      ------------
COSTS AND EXPENSES (INCOME):
     Cost of sales                                                    232,925           402,614           456,662           795,252
     Selling, general and administrative expenses                     371,289           411,459           640,616           914,577
     Other income                                                      (4,029)              (43)           (4,410)              (43)
     Interest expense                                                   4,656            11,515             6,074            18,992
                                                                 ------------      ------------      ------------      ------------
                                                                      604,841           825,545         1,098,942         1,728,778
                                                                 ------------      ------------      ------------      ------------
LOSS BEFORE PROVISION (CREDIT) FOR INCOME TAXES                      (273,510)         (141,865)         (405,519)         (440,086)
     Provision (credit) for income taxes                                 --                --                --                --
                                                                 ------------      ------------      ------------      ------------
NET LOSS                                                         $   (273,510)     $   (141,865)     $   (405,519)     $   (440,086)
                                                                 ============      ============      ============      ============
BASIC /DILUTED LOSS PER COMMON SHARE                             $       (.00)     $       (.00)     $       (.01)     $       (.01)
                                                                 ============      ============      ============      ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                         79,721,470        64,517,688        77,139,134        38,815,154
                                                                 ============      ============      ============      ============
</TABLE>

                            See accompanying notes.

                                                                          Page 4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                            For the Six Months
                                                                                                               Ended June 30,
                                                                                                         ---------------------------
                                                                                                            2003            2002
                                                                                                         ---------        ---------
<S>                                                                                                      <C>              <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                                             $(405,519)       $(440,086)
    Adjustments to reconcile net loss to net cash (utilized) by operating activities:
       Depreciation and amortization                                                                        41,602           19,063
       Bad debt provision                                                                                    1,500             --
       Imputed interest on shareholder loan                                                                   --               --
       Compensatory shares                                                                                  37,800           67,773
    Changes in assets and liabilities:
       (Increase) in accounts receivable                                                                      (388)         (10,321)
       Decrease (increase) in inventory                                                                     72,112          (50,275)
       Decrease in prepaid expenses                                                                            977           58,932
       (Decrease) increase in accounts payable and accrued expenses                                         (1,055)          35,433
       Increase in sales tax payable                                                                        35,319           68,255
                                                                                                         ---------        ---------
         NET CASH (UTILIZED) BY OPERATING ACTIVITIES                                                      (217,652)        (251,226)
                                                                                                         ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Security deposits                                                                                         --             45,400
                                                                                                         ---------        ---------
         NET CASH PROVIDED BY INVESTING ACTIVITIES                                                            --             45,400
                                                                                                         ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt                                                                   (68,113)         (42,157)
    Payments of capitalized leases                                                                          (5,263)          (7,374)
    Repayment of officer's loan                                                                             43,962          (16,562)
    Proceeds from convertible debentures                                                                   100,000             --
    Offering expenses                                                                                       (1,777)            --
    Proceeds from sale of equity securities/stock subscription received                                    155,000          257,500
                                                                                                         ---------        ---------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                                                         223,809          191,407
                                                                                                         ---------        ---------
NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                                                  6,157          (14,419)
    Cash and cash equivalents, beginning of year                                                             6,779           34,808
                                                                                                         ---------        ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                                 $  12,936        $  20,389
                                                                                                         =========        =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
(i)  Cash paid during the year:
         Interest                                                                                        $   6,074        $  16,192
         Taxes                                                                                                                  --
</TABLE>

                            See accompanying notes.

                                                                          Page 5

<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 1 -      DESCRIPTION OF COMPANY:

              Pick-Ups Plus, Inc., the Company,  was incorporated in Delaware in
              1993. The Company operates and franchises  retail automotive parts
              and accessories  stores catering to the light truck market,  which
              is  considered  to be the  fastest  growing  segment  of the motor
              vehicle  market in the United  States.  There are currently  seven
              franchised  locations in operation  and two 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, 2002.  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, 2003 and the results of its operations for
              the three and  six-month  periods ended June 30, 2003 and 2002 and
              its cash flows for the  six-month  periods ended June 30, 2003 and
              2002.

              The results of operations for the six-month periods ended June 30,
              2003 and 2002 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 2002 and 2001 and has  sustained  a further  operating  loss of
              $405,519  during  the first six  months of 2003,  resulting  in an
              accumulated  deficit  of  $3,667,884  as  of  June  30,  2003.  In
              addition,  the  Company  has used  substantial  amounts of working
              capital  in its  operations,  and,  as of June 30,  2003,  current
              liabilities   exceed   current   assets  by  $827,039   and  total
              liabilities exceed total assets by $979,032.

              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.

              In  May  2002,  the  Company  relocated  its  offices  to  smaller
              premises,  and lowered its monthly rent  expense by  approximately
              $4,000. The Company also terminated  certain  employees,  effected
              pay-cuts,  and  implemented   cost-containing  measures.   Through
              December 31, 2002,  management  was successful in settling some of
              its payables at reduced  amounts and as such,  the  December  2002
              statement of operations reflected approximately $101,000 of income
              from such  settlements.  Management  continues to  negotiate  with
              certain vendors and has been successful in obtaining  deferrals of
              certain payables, thereby converting accounts payable to long-term
              liabilities.

                                                                          Page 6

<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 2 -      GOING CONCERN UNCERTAINTY (CONTINUED):

              In March  2003,  the  Company  closed  two of its  Company  stores
              (Akron,  Ohio and Muncie,  Indiana) and consolidated the inventory
              maintained  in  those  locations  into its  Sharonville,  Ohio and
              Florence,  Kentucky  stores.  The  closure  of  these  stores  has
              eliminated  the  related   overhead   costs,   thus  reducing  the
              continuing  cash needed to operate these 2 facilities.  Management
              expects that the remaining two stores in operation will generate a
              positive cash flow.

              To obtain funding for its ongoing operations,  the Company entered
              into a Securities  Purchase Agreement with one accredited investor
              on  June  25,  2003  for  the  sale  of  $180,000  in  convertible
              debentures.  As of June 30,  2003,  the  investor has provided the
              Company with an aggregate of $100,000,  with the remaining $80,000
              to be funded upon obtaining  shareholder  approval  authorizing an
              increase in the  Company's  authorized  shares of common stock and
              filing of a registration  statement  with the Securities  Exchange
              Commission  registering the shares of common stock  underlying the
              convertible debentures.  On July 28, 2003, the investor elected to
              fund  the  remaining   $80,000  for  the  sale  of  the  remaining
              convertible debentures under the Securities Purchase Agreement.

              The  debentures  issued  pursuant  to  the  June  2003  Securities
              Purchase Agreements bear interest at 5%, mature two years from the
              date of issuance,  and are  convertible  into our common stock, at
              the  investor's  option  at  anytime  within 90 days from June 25,
              2003, at the lower of (i) $0.03;  or (ii) eighty  percent (80%) of
              the average of the three (3) lowest daily volume weighted  average
              prices  of  the  common  stock  for  the  five  (5)  trading  days
              immediately  preceding the  conversion  date.  The full  principal
              amounts of the  convertible  debentures are due upon default under
              the terms of convertible  debentures.  The Company is obligated to
              register  the  resale  of  the  conversion  shares  issuable  upon
              conversion of the debenture  under the  Securities Act of 1933, as
              amended, no later than thirty (30) days from July 26, 2003.

              On June 25,  2003,  the  Company  entered  into an equity  line of
              credit with one  investor.  Pursuant to the equity line of credit,
              the  Company  may,  at its  discretion,  periodically  sell to the
              investor  shares of common stock for a total  purchase price of up
              to $2,000,000.  For each share of common stock purchased under the
              equity  line of credit,  the  investor  will pay 95% of the lowest
              closing bid price on the Over-the-Counter  Bulletin Board or other
              principal  market on which our common stock is traded for the five
              days immediately following the notice date. The investor,  Cornell
              Capital  Partners,  LP  is a  private  limited  partnership  whose
              business  operations  are conducted  through its general  partner,
              Yorkville  Advisors,  LLC. Further,  Cornell Capital Partners,  LP
              will retain 7% of each advance under the equity line of credit. In
              addition,   the  Company  engaged   Katalyst   Securities  LLC,  a
              registered broker-dealer, to advise the Company in connection with
              the equity line of credit. For its services,  Katalyst  Securities
              LLC received  588,235 shares of our common stock.  The Company has
              filed with the Securities  and Exchange  Commission a registration
              statement  to register  the resale of the shares  issued under the
              equity  line of credit  agreement  prior to the first  sale to the
              investor of the Company's common stock.

              The Company has filed a preliminary information statement with the
              Securities   and  Exchange   Commission  to  amend  the  Company's
              Certificate of  Incorporation  to increase the number of shares of
              common  stock  that  the  Company  is  authorized  to  issue  from
              100,000,000 to 250,000,000 shares.

              On June 23,  2003,  the  stockholders  holding a  majority  of the
              Company's issued and outstanding common stock, by written consent,
              authorized the increase in the Company's  authorized  common stock
              from  100,000,000  to  250,000,000  and the creation of 10,000,000
              blank check shares of preferred stock.

              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 7

<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 3 -      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,  breach of contract,  fraud,  etc. The
              allegations  also  include  claims  that the  Company's  franchise
              offering was not registered with the State of California, that the
              Company  failed  to make  required  disclosures,  made  fraudulent
              disclosures,  breached  the  franchise  agreement  executed by the
              franchisee,  all claims giving rise to rescission  and/or damages.
              The  Company  has  filed an answer  denying  the  allegations  and
              setting up  affirmative  defenses.  In  addition,  the Company has
              filed a Cross-Complaint,  alleging among other things, fraud, that
              the  franchisee  did not  intend to  perform  under the  franchise
              agreement and claiming that the  franchisee is using the Company's
              trademarks,  without  payment of royalties.  The Company alleges a
              right to  damages  and  intends  to file a Motion  compelling  the
              franchisee to arbitrate  their  claims.  Counsel to the Company is
              unable to evaluate the  likelihood  of any outcome in this case at
              this time. An arbitration  hearing has been scheduled for November
              2003.

              On March 15, 2002,  an action was filed against the Company in the
              Delaware  Circuit  Court No. 4, by the  sellers  of the  Company's
              store at Muncie, Indiana. 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  complaint  seeks
              specific  performance  as well as general  and  punitive  damages.
              Management  is in the  process of  executing  agreements  with the
              sellers  to  resume  payments  required  under the  original  sale
              agreement.

              Management  is also aware of a lawsuit  filed  pending in Clermont
              County  Common  Please  Court under Case No. 2002 CVH 00985.  This
              lawsuit was filed by an  individual  for monies,  in the amount of
              $23,451,  allegedly owed to him for consulting  work performed for
              the Company. Management is vigorously contesting these allegations
              and the case is set up to proceed to trial on August 18, 2003.

              On February 8, 2001,  co-plaintiffs  Media Force  Incorporated and
              Intec Solutions, Inc filed a lawsuit in the Circuit Court of Boone
              County,  Kentucky,  against the Company. A specific amount was not
              stated but  apparently,  the plaintiffs  were seeking an amount in
              excess of $60,000 for goods and  services  allegedly  rendered for
              which they claim the Company made no payment.  The plaintiffs also
              pled fraud based upon  allegations  that the Company  knew that it
              could  not  pay for  the  services  when  ordered  (designing  and
              building  a  website)  and  that  management  failed  to  disclose
              restrictions on Company common stock which the plaintiffs accepted
              in partial  satisfaction  of the amount  claimed  due. The Company
              claimed  that it was owed  money  by the  plaintiffs  and  filed a
              counter  claim  alleging  breach  of  contract,  fraud,  breach of
              warranty,  unjust enrichment and promissory  estoppel.  Plaintiffs
              denied the  counterclaim.  In December 2002, the Company reached a
              settlement  with the plaintiffs and agreed to pay $2,000 per month
              for 10 months.  As of June 30,  2003,  the Company is current with
              such  payments  and the case will be  dismissed  when all required
              payments have been made.

              The Company recently became aware of a complaint filed in Hamilton
              County Court of Common Pleas,  Hamilton County,  Ohio, against the
              Company.  The defendant  seeks to recover damages in the amount of
              $200,000 as compensation  for services  rendered  between 1998 and
              2001. The Company has filed a response denying the charges and has
              also filed a  counterclaim  alleging  defamation  of character and
              deceptive trade practices among others claims and seeks damages in
              the aggregate amount of $100,000. This case has been set for trial
              on June 21, 2004.

              The Company is not aware of other current  outstanding  litigation
              in which the Company is  involved  other than  routine  claims for
              amounts  owed to vendors  and  consultants  incidental  to ongoing
              business.

                                                                          Page 8

<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003
                                   (UNAUDITED)

NOTE 4 -      DUE FROM FRANCHISEE:

              On  September  30,  2002,   the  Company   entered  into  an  Area
              Development  Agreement with two  shareholders of the Company,  and
              received a  promissory  note as payment for the $45,000  franchise
              fee. On October 21, 2002, the Company received $25,000 of this fee
              with the  remaining  $20,000 to be paid in equal  installments  in
              November and December  2002.  As of June 30, 2003, no payments had
              been  received.  The Company  has agreed to defer  payment on this
              note and has accrued interest at an annual rate of 8%.

                                                                          Page 9

<PAGE>

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

INTRODUCTION:

Pick-Ups Plus, Inc., formed in 1993, is a franchiser,  wholesaler,  retailer and
installer of accessories  for trucks and sports utility  vehicles.  We currently
have seven franchised stores in operation,  which are located in Ohio,  Indiana,
Illinois,  Kentucky,  California,  Louisiana and Texas. In addition, we have two
Company-owned stores; one located in Ohio and the other in Kentucky.

The financial  information  presented  herein is derived from the: (i) Condensed
Balance  Sheets  as of June 30,  2003 and  December  31,  2002;  (ii)  Condensed
Statements of Operations for the three and six month periods ended June 30, 2003
and 2002 and (iii) Condensed  Statements of Cash Flows for the six month periods
ended June 30, 2003 and 2002.

RESULTS OF OPERATIONS:

The Company realizes  revenues  primarily from net sales generated by the retail
stores and  continuing  royalty fees.  Retail sales for the three and six months
ended June 30, 2003  reflected a 51.1% and 46.2%  decrease  when compared to the
same periods in the previous year.  This was primarily due to the closing of the
Muncie,  Indiana store in February 2003 and the Akron, Ohio store in early March
2003;  however,  sales in the Cincinnati area stores also declined as well. This
is due to the  significantly  greater  rainfall in the area for the year to date
and the sluggish economy.

Gross profit, as a percentage of retail sales, was 25.9% and 31.2% for the three
and six months ended June 30, 2003, respectively.  Gross profit, as a percentage
of retail sales, was 37.4% and 35.5% for the three and six months ended June 30,
2002, respectively. This reduction in gross profit from 2002 to 2003 is a result
of the customer  refunds and discounts that became necessary upon the closing of
the Muncie,  Indiana and Akron,  Ohio stores and the  clearance  of  slow-moving
inventory to allow us to streamline future operations.

Selling,  general and  administrative  expenses  decreased by $40,170 (9.8%) and
$273,961 (29.9%) when comparing the three-month and six-month periods ended June
30,  2003 to the same  periods  in  2002.  This  was due to  decreased  overhead
expenses due to the two Company store closings  referred to above.  The decrease
in the  three-months  ended  June 30,  2003 of $40,170  was after  approximately
$72,000 in  professional  fees  attributable  to the funds  raised  through  the
convertible debenture and the equity line dated June 25, 2003.

As a result of the above, the Company reflected net losses of $273,510 ($.00 per
share) and $405,519 ($.01 per share) for the three-month  and six-month  periods
ended June 30, 2003, respectively.

LIQUIDITY AND CAPITAL RESOURCES:

As of June 30, 2003, current liabilities exceeded current assets by $827,039. As
of December 31, 2002, current liabilities exceeded current assets by $809,148.

The Company used $218,000 in cash to support  operating  needs in the six months
ended June 30,  2003  compared to $251,000  used in 2002,  primarily  due to the
lower loss suffered in the 2003 period. No cash was used for investing  purposes
in 2003. For the  comparative  period in 2002, the Company  received a refund of
security  deposits in the amount of $45,400.  During the six month  period ended
June 30, 2003, the Company was provided with $224,000 from financing activities.
This was primarily as a result of funds received ($100,000) from the issuance of
convertible debentures (see Note 2 of Notes to the Financial Statements) and the
receipt of $155,000 from an investor in connection  with stock  subscribed to in
2002. For the comparable  period in 2002, the Company received $258,000 from the
sale of its equity securities.

The Company  currently has  insufficient  funds  available for operations and is
required to seek additional  financing to supplement the negative cash flow from
the  operations of the remaining  two Company  owned retail  stores.  In view of

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

Following is a  description  of certain  transactions  that were entered into to
help provide funds for ongoing operations:

In May 2002, the Company relocated its offices to smaller premises,  and lowered
its monthly rent expense by  approximately  $4,000.  The Company also terminated
certain employees,  effected pay-cuts, and implemented cost-containing measures.
Through  December 31, 2002,  management  was  successful in settling some of its
payables  at  reduced  amounts  and as such,  the  December  2002  statement  of
operations  reflected  approximately  $101,000 of income from such  settlements.
Management  continues to negotiate with certain  vendors and has been successful
in obtaining deferrals of certain payables,  thereby converting accounts payable
to long-term liabilities.

In March 2003, the Company  closed two of its Company  stores  (Akron,  Ohio and
Muncie,  Indiana) and consolidated  the inventory  maintained in those locations
into its Sharonville,  Ohio and Florence,  Kentucky stores. The closure of these
stores has eliminated the related  overhead costs,  thus reducing the continuing
cash  needed  to  operate  these two  facilities.  Management  expects  that the
remaining two stores in operation will generate a positive cash flow.

To  obtain  funding  for its  ongoing  operations  the  Company  entered  into a
Securities  Purchase Agreement with one accredited investor on June 25, 2003 for
the  sale of  $180,000  in  convertible  debentures.  As of June 30,  2003,  the
investor has  provided  the Company  with an  aggregate  of  $100,000,  with the
remaining $80,000 to be funded upon obtaining  shareholder  approval authorizing
an increase in the Company's  authorized  shares of common stock and filing of a
registration  statement with the Securities Exchange Commission  registering the
shares of common stock underlying the convertible debentures.  On July 28, 2003,
the investor elected to fund the remaining $80,000 for the sale of the remaining
convertible debentures under the Securities Purchase Agreement.

The debentures issued pursuant to the June 2003 Securities  Purchase  Agreements
bear  interest  at 5%,  mature  two  years  from the date of  issuance,  and are
convertible into our common stock, at the investor's option at anytime within 90
days from June 25, 2003, at the lower of (i) $0.03; or (ii) eighty percent (80%)
of the average of the three (3) lowest daily volume  weighted  average prices of
the  common  stock  for the five (5)  trading  days  immediately  preceding  the
conversion  date. The full principal  amounts of the convertible  debentures are
due upon  default  under the terms of  convertible  debentures.  The  Company is
obligated  to  register  the  resale  of the  conversion  shares  issuable  upon
conversion of the debenture  under the  Securities  Act of 1933, as amended,  no
later than thirty (30) days from July 26, 2003.

On June 25,  2003,  the Company  entered  into an equity line of credit with one
investor.  Pursuant  to the  equity  line of credit,  the  Company  may,  at its
discretion, periodically sell to the investor shares of common stock for a total
purchase  price of up to  $2,000,000.  For each share of common stock  purchased
under the equity line of credit, the investor will pay 95% of the lowest closing
bid price on the  Over-the-Counter  Bulletin Board or other principal  market on
which our common  stock is traded for the five days  immediately  following  the
notice date. The investor,  Cornell  Capital  Partners,  LP is a private limited
partnership whose business operations are conducted through its general partner,
Yorkville Advisors, LLC. Further, Cornell Capital Partners, LP will retain 7% of
each advance under the equity line of credit.  In addition,  the Company engaged
Katalyst  Securities LLC, a registered  broker-dealer,  to advise the Company in
connection with the equity line of credit. For its services, Katalyst Securities
LLC received  588,235  shares of our common  stock.  The Company is preparing to
file with the  Securities and Exchange  Commission a  registration  statement to
register  the  resale  of the  shares  issued  under the  equity  line of credit
agreement prior to the first sale to the investor of the Company's common stock.

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.

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<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES:

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

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

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

- The Company  maintains  allowances  for doubtful  accounts for  estimated  bad
debts.  As of June 30,  2003,  management  believes  that  such  allowances  are
adequate.

- 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.

ITEM 3. CONTROLS AND PROCEDURES

      (a)   The Company's  management  evaluated,  with the participation of the
            Company's principal executive and principal financial officers,  the
            effectiveness  of the Company's  disclosure  controls and procedures
            (as defined in Rules  13a-15(e) and 15d-15(e)  under the  Securities
            Exchange Act of 1934, as amended (the "Exchange  Act")),  as of June
            30,  2003.  Based  on  their  evaluation,  the  Company's  principal
            executive  and  principal  financial  officers  concluded  that  the
            Company's  disclosure  controls and procedures  were effective as of
            June 30, 2003.

      (b)   There has been no  change in the  Company's  internal  control  over
            financial  reporting  (as defined in Rules  13a-15(f)  and 15d-15(f)
            under the Exchange  Act) that occurred  during the Company's  fiscal
            quarter ended June 30, 2003,  that has  materially  affected,  or is
            reasonably  likely to  materially  affect,  the  Company's  internal
            control over financial reporting.

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                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS:

The following are the legal proceedings in which the Company is involved in that
have either first become a  reportable  event or have had material  developments
during the three months ended June 30, 2003:

      o     On March 15,  2002,  an action was filed  against the Company in the
            Delaware  Circuit Court No. 4, by the sellers of the Company's store
            at Muncie, Indiana. 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  complaint   seeks  specific
            performance as well as general and punitive  damages.  Management is
            in the process of  executing  agreements  with the sellers to resume
            payments required under the original sale agreement.

ITEM 2. CHANGES IN SECURITIES:

On  April,  2003,  the  Company  issued  200,000  shares  of  common  stock to a
consultant for business related services.

On June 2, 2003, the Company issued  1,500,000 shares of common stock to be used
as security in connection  with a settlement  agreement  entered by the Company.
Upon making all payment by the Company, these shares will be returned.

Securities Sold by the Company that were not Registered under the Securities Act
of 1933, as amended:

To obtain  funding  for its  ongoing  operations,  the  Company  entered  into a
Securities  Purchase Agreement with one accredited investor on June 25, 2003 for
the  sale of  $180,000  in  convertible  debentures.  As of June 30,  2003,  the
investor has  provided  the Company  with an  aggregate  of  $100,000,  with the
remaining $80,000 to be funded upon obtaining  shareholder  approval authorizing
an increase in the Company's  authorized  shares of common stock and filing of a
registration  statement with the Securities Exchange Commission  registering the
shares of common stock underlying the convertible debentures.  On July 28, 2003,
the investor elected to fund the remaining $80,000 for the sale of the remaining
convertible debentures under the Securities Purchase Agreement.

The debentures issued pursuant to the June 2003 Securities  Purchase  Agreements
bear  interest  at 5%,  mature  two  years  from the date of  issuance,  and are
convertible into our common stock, at the investor's option at anytime within 90
days from June 25, 2003, at the lower of (i) $0.03; or (ii) eighty percent (80%)
of the average of the three (3) lowest daily volume  weighted  average prices of
the  common  stock  for the five (5)  trading  days  immediately  preceding  the
conversion  date. The full principal  amounts of the convertible  debentures are
due upon  default  under the terms of  convertible  debentures.  The  Company is
obligated  to  register  the  resale  of the  conversion  shares  issuable  upon
conversion of the debenture  under the  Securities  Act of 1933, as amended,  no
later than thirty (30) days from July 26, 2003.

On June 25,  2003,  the Company  entered  into an equity line of credit with one
investor.  Pursuant  to the  equity  line of credit,  the  Company  may,  at its
discretion, periodically sell to the investor shares of common stock for a total
purchase  price of up to  $2,000,000.  For each share of common stock  purchased
under the equity line of credit, the investor will pay 95% of the lowest closing
bid price on the  Over-the-Counter  Bulletin Board or other principal  market on
which our common  stock is traded for the five days  immediately  following  the
notice date. The investor,  Cornell  Capital  Partners,  LP is a private limited
partnership whose business operations are conducted through its general partner,
Yorkville Advisors, LLC. Further, Cornell Capital Partners, LP will retain 7% of
each advance under the equity line of credit.  In addition,  the Company engaged
Katalyst  Securities LLC, a registered  broker-dealer,  to advise the Company in
connection with the equity line of credit. For its services, Katalyst Securities
LLC received  588,235 shares of our common stock. The Company has filed with the
Securities  and  Exchange  Commission a  registration  statement to register the
resale of the shares issued under the equity line of credit  agreement  prior to
the first sale to the investor of the Company's common stock.

* All of the above  offerings  and sales were deemed to be exempt under Rule 506
of Regulation D and/or  Section 4(2) of the  Securities Act of 1933, as amended.
No advertising or general  solicitation was employed in offering the securities.
The  offerings and sales were made to a limited  number of persons,  all of whom
were  accredited  investors,  business  associates  of the Company or  executive
officers  of  the  Company,  and  transfer

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<PAGE>

was  restricted  by the  Company  in  accordance  with the  requirements  of the
Securities Act of 1933. In addition to representations  by the  above-referenced
persons,   the  Company  made  independent   determinations   that  all  of  the
above-referenced  persons were accredited or sophisticated  investors,  and that
they were capable of  analyzing  the merits and risks of their  investment,  and
that they understood the speculative  nature of their  investment.  Furthermore,
all of the above-referenced  persons were provided with access to our Securities
and Exchange Commission filings.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES:

None.

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

On June 23, 2003, the  stockholders  holding a majority of the Company's  issued
and outstanding common stock, by written consent, authorized the increase in the
Company's  authorized  common  stock from  100,000,000  to  250,000,000  and the
creation of 10,000,000 blank check shares of preferred stock.

ITEM 5. OTHER INFORMATION:

On August 1, 2003, Merritt Jesson was appointed by the Board of Directors of the
Company as the President and Chief Executive Officer of the Company.

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

(a) Exhibits

      31.1  Certification of Chief Executive  Officer Pursuant to Section 302 of
            the Sarbanes - Oxley Act of 2002

      31.2  Certification of Chief Financial  Officer Pursuant to Section 302 of
            the Sarbanes - Oxley Act of 2002

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

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

(b) Reports on Form 8-K

On July 3, 2003, the Company filed a Form 8-K Current Report,  which was amended
on July 29,  2003,  reporting  that  the  Company  had  entered  into,  with one
accredited investor, a securities purchase agreement for the sale of $180,000 in
secured convertible  debentures and an equity line of credit whereby the Company
may, at its discretion, periodically sell to the investor shares of common stock
for a total purchase  price of up to $2,000,000.  It also disclosed that on June
23,  2003,  the  stockholders  holding a majority  of the  Company's  issued and
outstanding  common stock  authorized,  by written consent,  the increase in the
Company's  authorized  common  stock from  100,000,000  to  250,000,000  and the
creation of 10,000,000 blank check shares of preferred stock.

                                                                          Pge 14

<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/ Robert White
                                  -------------------------------------
                                  Robert White, Chief Financial Officer

Dated:  August 19 , 2003


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