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 March 31, 2005

       ( ) 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                             (IRS Employer
of incorporation  or  organization)                     Identification No.)


              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 143,482,281 shares of the registrant's common stock outstanding as of
May 20, 2005.

Transitional Small Business Disclosure Format Yes |_| No |X|


                                       1
<PAGE>

                               PICK-UPS PLUS, INC.

                                    - INDEX -


                                                                         Page(s)

PART I:  FINANCIAL INFORMATION:

Item 1 - Financial Statements
      Condensed Consolidated Balance Sheets - March 31, 2005
      (unaudited) and December 31, 2004                                     3
      Condensed Consolidated Statements of Operations - Three Months
      Ended March 31, 2005 and 2004 (unaudited)                             4

      Condensed Consolidated Statements of Cash Flows - Three Months
      Ended March 31, 2005 and 2004 (unaudited)                             5

      Notes to Interim Condensed Consolidated Financial Statements
      (unaudited)                                                         6 - 8


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


Item 3 - Controls and Procedures                                           11


PART II: OTHER INFORMATION                                                 12

SIGNATURES                                                                 13

EXHIBITS


                                  2
<PAGE>

                     PART I. Financial Information

ITEM 1. Financial Statements

                          PICK-UPS PLUS, INC.
                 CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                              - ASSETS -
                                                                      March 31,        December 31,
                                                                   2005 (unaudited)        2004
                                                                   ----------------    ------------
<S>                                                                <C>                 <C>

CURRENT ASSETS:
     Cash                                                          $         16,759    $      4,653
     Accounts receivable - net of allowance for
       doubtful  accounts of $32,270 for 2005 and 2004                      126,087         112,399
     Inventories                                                             59,393          62,722
     Prepaid expenses and other current assets                                9,052          25,171
                                                                   ----------------    ------------
TOTAL CURRENT ASSETS                                                        211,291         204,945
                                                                   ----------------    ------------

FIXED ASSETS                                                                170,894         180,416
                                                                   ----------------    ------------
OTHER ASSETS:
     Goodwill                                                               755,412         755,412
     Security deposits and other assets                                      15,560          15,560
                                                                   ----------------    ------------
                                                                            770,972         770,972
                                                                   ----------------    ------------

                                                                   $      1,153,157    $  1,156,333
                                                                   ================    ============

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
     Line of credit payable and demand loan                        $      1,310,000    $  1,310,000
     Accounts payable                                                       339,803         454,179
     Payroll taxes payable                                                  271,028         200,243
     Accrued expenses                                                       290,453         213,666
     Sales taxes payable                                                    311,401         319,217
     Loans payable - current                                                120,357         133,198
     Capitalized lease payable - current                                     22,804          22,804
     Loans payable - officers/directors                                      23,000          17,000
                                                                   ----------------    ------------
TOTAL CURRENT LIABILITIES                                                 2,688,846       2,670,307
                                                                   ----------------    ------------
NON-CURRENT LIABILITIES:
     Loans payable                                                           95,036         102,437
     Convertible debentures                                                  50,000          50,000
                                                                   ----------------    ------------

                                                                            145,036         152,437
                                                                   ----------------    ------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
     Preferred stock, $1 par value; 10,000,000
       shares authorized; none issued                                            --              --
     Common stock, $.001 par value; 250,000,000
       shares authorized, 143,482,281 and
       134,148,948 shares issued for 2005 and 2004, respectively            143,482         134,148
     Additional paid-in capital                                           3,706,742       3,446,075
     Accumulated deficit                                                 (5,530,949)     (5,246,634)
                                                                   ----------------    ------------
                                                                         (1,680,725)     (1,666,411)
                                                                   ----------------    ------------

                                                                   $      1,153,157    $  1,156,333
                                                                   ================    ============
</TABLE>


See accompanying notes.

                                       3
<PAGE>

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

                                                       For the Three Months
                                                          Ended March 31,
                                                        2005           2004
                                                   -------------   ------------

REVENUES:
     Retail sales                                  $     409,317   $    153,072
     Royalties                                             6,348          7,634
                                                   -------------   ------------
                                                         415,665        160,706
                                                   -------------   ------------

COSTS AND EXPENSES (INCOME):
     Cost of sales                                       116,538        113,368
     Selling, general and administrative expenses        544,618        202,093
     Other (income)                                       (3,000)        (6,736)
     Interest expense                                     41,824            324
                                                   -------------   ------------
                                                         699,980        309,049
                                                   -------------   ------------

LOSS BEFORE PROVISION (CREDIT) FOR INCOME TAXES         (284,315)      (148,343)

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

NET LOSS                                           $    (284,315)  $   (148,343)
                                                   =============   ============

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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING           139,156,355     86,917,811
                                                   =============   ============


See accompanying notes.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                 For the Three
                                                                                    Months
                                                                                Ended March 31,
                                                                               2005         2004
                                                                            ---------    ---------
<S>                                                                         <C>          <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                $(284,315)   $(148,343)
    Adjustments to reconcile net loss to net cash (utilized) by operating
    activities:
       Depreciation and amortization                                            9,521        4,895
       Bad debt provision                                                          --        2,000
    Changes in assets and liabilities:
       (Increase) decrease in accounts receivable                             (13,688)          --
       Decrease in inventory                                                    3,329       16,015
       (Increase) decrease in prepaid expenses and other assets                16,119       (1,590)
       Increase (decrease) in accounts payable and accrued expenses          (114,374)     157,791
       Increase (decrease) in payroll taxes and sales taxes payable           126,915      (56,568)
                                                                            ---------    ---------
         Net cash (utilized) by operating activities                         (256,493)     (25,800)
                                                                            ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

         Net cash (utilized) by investing activities                               --           --
                                                                            ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt                                       (7,401)      (5,071)
    Proceeds from officer's Loan                                                6,000       28,723
    Net proceeds from issuance of common stock                                270,000           --
                                                                            ---------    ---------
         Net cash provided by financing activities                            268,599       23,652
                                                                            ---------    ---------

NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                    12,106       (2,148)
    Cash and cash equivalents, beginning of year                                4,653        3,865
                                                                            ---------    ---------
CASH AND CASH EQUIVALENTS, END OF YEAR                                      $  16,759    $   1,717
                                                                            =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
(i)  Cash paid during the year:
         Interest                                                           $   2,524    $     324
         Taxes                                                                     --           --
</TABLE>


See accompanying notes.

                                       5
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (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. There are currently 4 franchised locations
in operation and 2 Company owned-stores. In April 2004, upon the acquisition of
Auto Preservation Inc. (a wholly owned subsidiary), the Company gained two
operating centers in Cincinnati, Ohio providing a single source solution to
automotive dealerships for their new vehicle prep, environmental protection
packages, pickup truck and SUV accessories, and detail and reconditioning
products and services. Subject to the availability of financing, the Company
intends to pursue an expansion strategy by opening additional company-owned
stores and franchise locations.

NOTE 2 - BASIS OF PRESENTATION:

The condensed consolidated financial statements include the financial statements
of Pickups Plus, Inc. and its wholly owned subsidiaries. The accompanying
unaudited condensed consolidated financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete consolidated financial statements.
These condensed consolidated financial statements and related notes should be
read in conjunction with the Company's Form 10-KSB for the fiscal year ended
December 31, 2004.

In the opinion of management, these condensed consolidated financial statements
reflect all adjustments which are of a normal recurring nature and which are
necessary to present fairly the consolidated financial position of the Company
as of March 31, 2005, the results of operations for the three-month periods
ended March 31, 2005 and 2004, and cash flows for the three-month periods ended
March 31, 2005 and 2004. All significant intercompany accounts and transactions
have been eliminated in preparation of the condensed consolidated financial
statements. The results of operations for the three-month period ended March 31,
2005 is not necessarily indicative of the results to be expected for the full
year.

NOTE 3 - GOING CONCERN UNCERTAINTY:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company realized a net loss of $284,315 for the quarter ended March 31, 2005,
and also sustained substantial operating losses in 2004, 2003, 2002 and 2001 of
$1,105,936, $878,333, $429,821, and $1,324,954, respectively. In addition, the
Company has used significant amounts of working capital in its operations and,
as of March 31, 2005, current liabilities exceed current assets by $2,477,555
and total liabilities exceed total assets by $1,680,725. The Company is also
delinquent in paying certain of its debts.

Since 1999, the Company has been delinquent in reporting and remitting sales tax
collected from its customers during the normal course of its operations. As of
March 31, 2005, sales tax collected from customers and unpaid aggregated
$311,401. The Company has not accrued any interest and penalty costs associated
with this liability. The Company has been working with representatives of the
State of Ohio to structure a payment plan regarding this liability. Since June
1, 2003, the Company has paid $74,245 towards sales taxes dating prior to
January 1, 2003. Although a definitive installment plan has not yet been
structured, the State of Ohio is aware of ongoing efforts of the Company to
raise additional funds and has shown a willingness to continue to work with
management on the old balance while expecting current taxes to be paid.

During 2004, the Company became delinquent in remitting payroll taxes to the
appropriate authorities. The Company expects to be able to cure all delinquent
funds held in a fiduciary capacity, sales and payroll taxes, from funds expected
to be received before the end of the second quarter in 2005.

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


                                       6
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (Unaudited)

NOTE   4 - ACQUISITION:

On April 30, 2004, the Company completed the acquisition of all of the
outstanding capital stock of Auto Preservation, Inc., a subsidiary of Automotive
International, Inc. The purchase price aggregated $704,762 of which $600,000 was
paid in cash and the balance was satisfied through the issuance of 5,238,095
shares on Company stock valued at $104,762. The funds to complete the
acquisition were received from the proceeds of a $670,000 promissory note
payable to Cornell Capital Partners, LP. The transaction has been valued at
$780,912 including transaction costs of $76,150.

The Company's statements of operations do not include the revenues and expenses
of Auto Preservation until May 1, 2004. The following unaudited pro forma
results were developed assuming the acquisition had occurred on January 1, 2004,
the beginning of the earliest period presented.

                                      Pro Forma For the Three Months
                                              Ended March 31,
                                                   2004
                                      ------------------------------
                       Net Sales               $ 599,967
                       Net Loss                  (48,536)
                       Loss Per Share          $    0.00


NOTE 5 - OTHER EVENTS:

On February 25, 2005, the Company signed two non-binding Letters of Intent
outlining steps for NeoMedia Technologies, Inc. to acquire an interest in Auto
Preservation, Inc., ("AP"), a wholly owned subsidiary of the Company. The first
letter of intent outlines the terms by which NeoMedia would acquire a 30 percent
interest in AP for $1.6 million in cash, stock and assumption of debt. In
addition, a second signed letter of intent outlines the steps by which NeoMedia
would acquire an additional 30 percent of AP, and then the final 40 percent, for
a combined $3.8 million in stock. Completion of definitive agreements is subject
to due diligence by both parties.

On March 9, 2005, the Company signed an Authorized Processing Center Agreement
with Rhino Linings of Mid Tennessee securing 5 separate territories in the
Nashville, TN area. The agreement provides Authorized Processing Center the
exclusive right to distribute both the Company's warranty and reconditioning
product lines within a specified area.

NOTE 6 - SUBSEQUENT EVENTS:

On May 5, 2005, the Company announced that it had signed a letter of intent with
Jinche Yingang Automobile Co. of Beijing, China ("Jinche") to form a joint
venture in the People's Republic of China which will market and distribute the
ValuGard line of car care and environmental protection products. Jinche is a
Beijing PRC-registered company specializing in automobile sales, financing,
insurance and repair.

On May 11, 2005 the Company announced it added two more ValuGard Authorized
Processing Centers The new centers are Line-X, 400 Conover Drive in Franklin,
OH, and Rhino Linings, 1205 South Center Street in Hickory, NC Both centers have
contracted for the exclusive rights to the ValuGard line of warranty and
reconditioning product lines within a specified area, and will market their
services primarily to new local car dealerships.


                                       7
<PAGE>

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

INTRODUCTION:

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. There are currently 4 franchised locations
in operation and 2 Company owned-stores. In April 2004 upon the acquisition of
Auto Preservation Inc. (a wholly owned subsidiary), the Company gained two
operating processing centers in Cincinnati, Ohio providing a single source
solution to automotive dealerships for their new vehicle prep, environmental
protection packages, pickup truck and SUV accessories, and detail and
reconditioning products and services.

The financial information presented herein is derived from the: (i) Condensed
Balance Sheets as of March 31, 2005 and December 31, 2004; (ii) Condensed
Statements of Operations for the three month periods ended March 31, 2005 and
2004 and (iii) Condensed Statements of Cash Flows for the three month periods
ended March 31, 2005 and 2004.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

The Company maintains allowances for doubtful accounts for estimated losses
resulting from the inability of its customers to make required payments. If the
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.

Inventories are recorded at the lower of cost or market. Write-downs of
inventories to market value are based upon provisions governing obsolescence, as
well as assumptions about future demand and market conditions. If assumptions
about future demand change and/or actual market conditions are less favorable
than those projected by management, additional write-downs of inventories may be
required and estimates made regarding adjustment to the cost of inventories.
Actual amounts could be different from those estimated.

Earnings per share are computed by utilizing Financial Accounting Standards
Board Statement No. 128 "Earnings Per Share" ("SFAS 128"), which changed the
method for calculating earnings per share. SFAS 128 requires the presentation of
basic and diluted earnings per share on the face of the statement of operations.
Earnings per common share is computed by dividing net income by the weighted
average number of common shares outstanding and for diluted earnings per share,
also common equivalent shares outstanding.

RESULTS OF OPERATIONS

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

Revenue for the three-month period ended March 31, 2005 was $415,665, which
represented a $254,959 or 159%, increase from $160,706 for the three-month
period ended March 31, 2004. The increase was the result of new sales from the
acquisition of Auto Preservation, Inc. As same store sales for the three-month
period ended March 31, 2005 was about the same as the comparable period in 2004
and overall store sales were down due to the closing of the Florence, Kentucky
store at the end of February 2004. There was no new franchise fees in the
three-month period ended March 31, 2005 because the Company has been in the
process of finalizing new selection criteria, updating the Uniform Franchise
Offering Circular and preparing for registration in the states in which it


                                       8
<PAGE>

expects to do business. Sales in the Auto Preservation, Inc. subsidiary were not
included in the Company's financial statements until the acquisition at the end
of April 2004.

Cost of sales as a percentage of retail sales decreased to 28.5% for the
three-month period ended March 31, 2005 compared to 74.1% in the comparable
period in 2004. This was the result of the sales generated in Auto Preservation,
Inc., which is in the automotive product and service market having a
significantly lower cost of product per sales dollar. However, cost of sales
increased by $3,170 in the three-month period ended March 31, 2005 compared to
the comparable period in 2004. This increase was primarily due to larger ticket
items sold in the three-month period ended March 31, 2005 compared to the
comparable period in 2004, which were sold at slightly lower margin.


Selling, general and administrative expenses increased $342,525 in the
three-month period ended March 31, 2005 compared to the comparable period in
2004. This primarily was attributable to additional selling and operations costs
related to the business of Auto Preservation. Selling, general and
administrative expenses were $544,618 for the three month period ended March 31,
2005 as compared to $202,093 for the comparable period in 2004.

Interest expense was $41,824 for the three-month period ended March 31, 2005 as
compared to $324 in the comparable period in 2004. This increase of $41,500 was
the result of the financing of the Auto Preservation, Inc. acquisition,
consisting of approximately $20,700, and the ongoing cost of funds to support
our negative cash flow at the same time management attempts to grow the business
toward profitability.

Net loss for the three-month period ended March 31, 2005 was $284,315, which
represented an increase of $135,972 or 91.6% from the net loss of $148,343 for
the comparable period in 2004. This increase resulted primarily from the cost of
financing the acquisition of Auto Preservation, Inc., additional professional
and similar costs in pursuing additional growth of the business.

Liquidity And Capital Resources

As of March 31, 2005 and December 31, 2004, the Company's current liabilities
exceeded current assets by approximately $2,477,555 and $2,465,362 respectively.
During the three-month period ended March 31, 2005 the Company secured new
equity in the amount of $270,000. The Company expects to continue to raise
additional equity as needed to cover operating expenses and support continued
growth in the future. The Company may not be able to raise additional equity on
terms favorable to it, if at all.

The Company currently has insufficient funds available for operations and needs
to seek additional financing to supplement cash generated from the operation of
the Company's retail stores, automotive market sales and services and ongoing
franchise operations. In view of these matters, realization of a major portion
of the assets in the accompanying balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the Company's ability
to meet its financing requirements, and the success of its future operations.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern if sufficient additional funding is not acquired or
alternative sources of capital developed to meet the Company's working capital
needs.

The Company's independent auditors have included an explanatory paragraph in
their report stating that the Company ability to continue as a going concern is
dependent on its ability to meet its future financing requirements.

Cash requirements for 2005 will include funds needed to sustain the cash used in
operations as well as for anticipated growth and acquisitions. Consequently,
management is trying to meet these needs in several ways. First, the Company
continues to work with its existing funding sources and is seeking new funding
sources to raise the required funding to implement its business plan. Secondly,
management is working to roll out its automotive market product sales and
service in conjunction with a major distributor and is in the process of
increasing its sales force. The Company also continues to work to increase sales
in its new retail store location in Cincinnati and explore other retail sites.

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

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any significant off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses,


                                       9
<PAGE>

results of operations, liquidity, capital expenditures or capital resources that
is material to its stockholders.

RISKS AND UNCERTANTIES

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

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

Net loss for the three-month period ended March 31, 2005 was $284,315, which
represented an increase of $135,972 or 91.6% from the net loss of $148,343 for
the comparable period in 2004. . There can be no assurance that the Company will
be profitable in the future. Revenues and profits, if any, will depend upon
various factors, including whether the Company will be able to continue to
expand its revenues, gross profit and operating margins.

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

The Company's independent auditors raised a concern in their report on the
Company's financial statements for fiscal 2004 about its ability to continue as
a going concern. The Company's auditors have stated that due to the Company's
lack of profitability, there is "substantial doubt" about its ability to
continue as a going concern. The Company's auditors view about the Company's
ability to continue as a going concern may limit its ability to access certain
types of financing, or may prevent it from obtaining financing on acceptable
terms.

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

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

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

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

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

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

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


                                       10
<PAGE>

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

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


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

Since 1999, the Company has been delinquent in reporting and remitting sales tax
collected from its customers during the normal course of its operations. As of
March 31, 2004, sales tax collected from customers and unpaid aggregated
$311,401. The Company has not accrued any interest and penalty costs associated
with this liability. The Company has been working with representatives of the
State of Ohio to structure a payment plan regarding this liability. Although a
definitive installment plan has not yet been structured, the State of Ohio is
aware of ongoing efforts of the Company to raise additional funds and has shown
a willingness to continue to work with management on the old balance while
expecting current taxes to be paid. The Company is also hopeful that it can make
payments to the appropriate state taxing authorities under an amnesty program.

During 2004, the Company became delinquent in remitting payroll taxes to the
appropriate authorities. The Company expects to be able to cure all delinquent
funds held in a fiduciary capacity, sales and payroll taxes, from funds expected
to be received before the end of the second quarter in 2005.

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

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


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

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


Shares Eligible For Future Sale May Adversely Affect The Market

As of May 20, 2005, the Company had 143,482,281 shares of its common stock
issued and outstanding of which the Company believes 55,181,009 shares to be
restricted shares. Rule 144 provides, in essence, that a person holding
"restricted securities" for a period of one year may sell only an amount every
three months equal to the greater of (a) one percent of a company's issued and


                                       11
<PAGE>

outstanding shares, or (b) the average weekly volume of sales during the four
calendar weeks preceding the sale. The amount of "restricted securities" which a
person who is not an affiliate of our company may sell is not so limited, since
non-affiliates may sell without volume limitation their shares held for two
years if there is adequate current public information available concerning our
company. In such an event, "restricted securities" would be eligible for sale to
the public at an earlier date. The sale in the public market of such shares of
common stock may adversely affect prevailing market prices of our common stock.


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

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


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

The Company's common stock is deemed to be "penny stock" as that term is defined
in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny
stocks are stock: o With a price of less than $5.00 per share;

     o    That are not traded on a "recognized" national exchange;

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

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

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

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

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

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

The Company faces many business risks associated with rapidly growing companies,
including the risk that its existing management, information systems and
financial controls will be inadequate to support its continued planned
expansion. The Company's growth plans will require it to expend significant
management time and effort and additional resources to ensure the continuing
adequacy of its financial controls, operating procedures, information systems,
product purchasing, warehousing and distribution systems and employee training
programs. The Company cannot predict whether it will be able to effectively


                                       12
<PAGE>

manage these increased demands or respond on a timely basis to the changing
demands that the planned expansion will impose on the management, information
systems and financial controls. If the Company fails to continue to add
management personnel or to improve the management information systems and
financial controls or if it encounters unexpected difficulties during expansion,
the business, financial condition, operating results or cash flows could be
materially adversely affected.


ITEM 3 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of March 31, 2005, the Company's management carried out an evaluation, under
the supervision of the Company's Chief Executive Officer and the Chief Financial
Officer of the effectiveness of the design and operation of the Company's system
of disclosure controls and procedures pursuant to the Securities and Exchange
Act , Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective, as of the
date of their evaluation, for the purposes of recording, processing, summarizing
and timely reporting material information required to be disclosed in reports
filed by the Company under the Securities Exchange Act of 1934.

CHANGES IN INTERNAL CONTROLS

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


                                       13
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

On September 6, 2002, a franchisee of the Company filed a complaint in the
Alameda County Superior Court and a First Amended Complaint on October 8, 2002
alleging violations of the California Franchise Investment Law. The lawsuit has
been settled with the Company paying claims in the amount of $35,000; with
$10,000 paid in 2004 and $20,000 paid in the first quarter of 2005. The final
payment of $5,000 is due May 1, 2005. In addition, the franchise in California
has been terminated.

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

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

On April 9, 2003, a complaint was 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 other claims and seeks damages in the aggregate amount of
$100,000. This case settled out of court with the Company paying $15,000 in cash
and 250,000 shares of restricted common stock. All amounts due and payable have
been paid as of March 31, 2005.

Other than as stated above, there is no current outstanding litigation in which
the Company is involved in other than routine litigation incidental to the
Company's ongoing business.

ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS

On February 9, 2005 the Company sold 8,333,333 restricted shares of the
Company's common stock to NeoMedia Technologies, Inc. for $250,000. On February
25, 2005 Pickups Plus, Inc. sold 1,000,000 shares of the Company's common stock
to an individual investor for $20,000. The proceeds from both transactions were
used for working capital.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5 OTHER INFORMATION

Not applicable

ITEM 6 EXHIBITS

(a) Exhibits.
31.1     Certification by Chief Executive Officer pursuant to 15 U.S.C. Section
         7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002.

31.2     Certification by Chief Financial Officer pursuant to 15 U.S.C. Section
         7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002.


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<PAGE>

32.1     Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
         1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.

32.2     Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
         1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
         2002.


                                       15
<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/ Merritt Jesson
                                           -------------------------------
                                           Merritt Jesson
                                           Chief Executive Officer, President

Dated:  May 20, 2005