<PAGE>

                                  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, 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                                   31-12440524
--------------------------------------------------------------------------------
(State or other  jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

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

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


--------------------------------------------------------------------------------
         (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 76,281,497 shares of the registrant's  common stock outstanding as of
March 31, 2003.


Transitional Small Business Disclosure Format                 Yes [ ] No [X]




<PAGE>

                               PICK-UPS PLUS, INC.


                                    - INDEX -
<TABLE>
<CAPTION>
                                                                                              Page(s)
                                                                                              -------
PART I:  FINANCIAL INFORMATION:

Item 1 - Financial Statements
<S>                                                                                               <C>
           Condensed Balance Sheets - March 31, 2003 (unaudited) and December 31, 2002            3
           Condensed Statements of Operations - Three Months Ended March 31, 2003
              and 2002 (unaudited)                                                                4

           Condensed Statements of Cash Flows - Three Months Ended March 31, 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 - 13


Item 3 - Controls and Procedures                                                                 13


PART II.  OTHER INFORMATION                                                                      14

Item 6 - Exhibits and Reports on Form 8-K                                                        14



SIGNATURES                                                                                       15

Certification Pursuant To Section 302 Of The Sarbanes-Oxley
              Act of 2002                                                                        16


EXHIBITS                                                                                         17
</TABLE>



<PAGE>




                          PART I. Financial Information

ITEM 1. Financial Statements

                               PICK-UPS PLUS, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                   - ASSETS -
                                                                                               March 31,         December 31,
                                                                                                 2003               2002
                                                                                              -----------        -----------
                                                                                              (Unaudited)
CURRENT ASSETS:
<S>                                                                                           <C>                <C>
     Cash                                                                                     $    15,324        $     6,779
     Accounts  receivable - net of allowance for doubtful  accounts of $1,000 and $0
       for 2003 and 2002, respectively                                                              6,592              6,981
     Note receivable from franchisee                                                               20,000             20,000
     Inventories                                                                                  130,323            152,736
     Prepaid expenses and other current assets                                                     19,232             21,082
     Loan receivable - director                                                                        --             14,863
                                                                                              -----------        -----------
TOTAL CURRENT ASSETS                                                                              191,471            222,441

FIXED ASSETS - NET                                                                                 74,048             80,802

OTHER ASSETS:
     Security deposits and other assets                                                            10,310             13,810
                                                                                              -----------        -----------
                                                                                              $   275,829        $   317,053
                                                                                              ===========        ===========

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
     Accounts payable                                                                         $   524,021        $   537,022
     Accrued expenses                                                                              13,281             27,780
     Sales tax payable                                                                            297,319            279,175
     Loans payable - current                                                                      122,743            172,289
     Capitalized leases payable - current                                                          11,495             15,323
     Loans payable - director                                                                      28,515                 --
                                                                                              -----------        -----------
TOTAL CURRENT LIABILITIES                                                                         997,374          1,031,589
                                                                                              -----------        -----------
NON-CURRENT LIABILITIES:
     Convertible debentures                                                                        56,500             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, 76,281,497shares
       issued for 2003 and 2002                                                                    76,281             76,281
     Additional paid-in capital                                                                 2,615,048          2,615,048
     Stock subscription receivable                                                                (75,000)          (200,000)
     Accumulated deficit                                                                       (3,394,374)        (3,262,365)
                                                                                              -----------        -----------
                                                                                                 (778,045)          (771,036)
                                                                                              -----------        -----------
                                                                                              $   275,829        $   317,053
                                                                                              ===========        ===========
</TABLE>


                             See accompanying notes.
<PAGE>


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


<TABLE>
<CAPTION>
                                                              For the Three Months
                                                                 Ended March 31,
                                                            2003                2002
                                                        ------------        ------------
REVENUES:
<S>                                                     <C>                 <C>
     Retail sales                                       $    349,637        $    590,698
     Royalties                                                12,455              14,314
                                                        ------------        ------------
                                                             362,092             605,012
                                                        ------------        ------------
COSTS AND EXPENSES (INCOME):
     Cost of sales                                           223,737             392,638
     Selling, general and administrative expenses            269,327             503,118
     Other income                                               (381)                 --
     Interest expense                                          1,418               7,477
                                                        ------------        ------------
                                                             494,101             903,233
                                                        ------------        ------------

(LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES           (132,009)           (298,221)

     Provision (credit) for income taxes                          --                  --

NET (LOSS)                                              $   (132,009)       $   (298,221)
                                                        ============        ============

BASIC/DILUTED LOSS PER COMMON SHARE                     $         --        $       (.01)
                                                        ============        ============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                76,281,497          38,456,703
                                                        ============        ============
</TABLE>

                             See accompanying notes.
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                               For the Three Months
                                                                                                  Ended March 31,
                                                                                               2003             2002
                                                                                            ---------        ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                         <C>              <C>
    Net loss                                                                                $(132,009)       $(298,221)
    Adjustments to reconcile net loss to net cash (utilized) by operating activities:
       Depreciation and amortization                                                           12,504            7,491
       Bad debt provision                                                                       1,000               --
       Compensatory shares                                                                         --           77,900
    Changes in operating assets and liabilities:
       Accounts receivable                                                                       (611)            (434)
       Inventory                                                                               22,413          (53,527)
       Prepaid expenses and other assets                                                         (400)          29,661
       Accounts payable                                                                       (13,001)          52,613
       Accrued expenses and other liabilities                                                   3,645           35,190
                                                                                            ---------        ---------
         Net cash (utilized) by operating activities                                         (106,459)        (149,327)
                                                                                            ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES                                                               --               --
                                                                                            ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt                                                       (6,168)         (23,007)
    Payments of capitalized leases                                                             (3,828)          (3,098)
    Repayment of officer's loan                                                                    --          (22,651)
    Stock subscription received                                                               125,000               --
    Proceeds from sale of equity securities/stock subscription received                            --          165,000
                                                                                            ---------        ---------
         Net cash provided by financing activities                                            115,004          116,244
                                                                                            ---------        ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            8,545          (33,083)

    Cash and cash equivalents, beginning of year                                                6,779           34,808
                                                                                            ---------        ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                    $  15,324        $   1,725
                                                                                            =========        =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 (i) Cash paid during the year:
         Interest                                                                           $   1,418        $   7,477
         Taxes                                                                                     --               --
</TABLE>

                             See accompanying notes.
<PAGE>


                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 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 March
     31, 2003 and the results of its operations for the three-month periods
     ended March 31, 2003 and 2002 and its cash flows for the three-month
     periods ended March 31, 2003 and 2002.

     The results of operations for the three-month periods ended March 31, 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 $132,009 during the first three months of 2003,
     resulting in an accumulated deficit of $3,394,374 as of March 31, 2003. In
     addition, the Company has used substantial amounts of working capital in
     its operations, and, as of March 31, 2003, current liabilities exceed
     current assets by $805,903 and total liabilities exceed total assets by
     $778,045.

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

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

<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)



NOTE 2 - GOING CONCERN UNCERTAINTY (Continued):

          interest rate of 12% (the "Original Note"). At the time the parties
          entered into the Renewal Note, there was $5,000 of accrued interest on
          the Original Note. Pursuant to the terms of the Renewal Note, the
          Company agreed to pay Cornell $105,000 with interest thereon at the
          rate of eight percent (8%) per annum. The principal and interest on
          the Renewal Note was payable in twelve (12) equal monthly installments
          of $9,133, commencing March 15, 2002. As additional consideration for
          the Termination Agreement and the Renewal Note, the Company issued to
          Cornell 50,000 shares of the Company's common stock. The payment and
          the performance of the Renewal Note had been unconditionally
          guaranteed personally by the Company's then Chairman of the
          Board/President, (the "Guaranty"). The Renewal Note and the Guaranty
          were secured by a Pledge Agreement dated February 28, 2002, by and
          between Cornell and this officer. Under the Pledge Agreement, the
          officer pledged and granted to Cornell a first-priority security
          interest in 5,000,000 shares of the Company's common stock held of
          record by him. Pursuant to the Pledge Agreement, the officer
          unconditionally agreed that if the Company defaults on the Renewal
          Note, Cornell shall have the right to take and/or sell a number of the
          pledged shares equal to the entire principal balance and accrued
          interest outstanding and owed to Cornell under the Renewal Note and
          Guaranty. As of December 31, 2002, the balance owed to Cornell was
          $44,770. In February 2003, Cornell exercised its right to sell the
          pledged shares thereby satisfying this balance.

          Effective March 15, 2002 (the "Closing Date"), the Company entered
          into a Stock Purchase Agreement dated March 14, 2002 (the "Purchase
          Agreement") with PUPS Investment, LLC, a Florida limited liability
          company ("LLC"), pursuant to which the Company agreed to issue and
          sell to LLC, and LLC agreed to purchase from the Company, from time to
          time in accordance with a schedule of purchases and sales over the
          following three (3) months, an aggregate of 21,500,000 shares of the
          Company's common stock, for an aggregate purchase price of $500,000.
          The initial purchase of 7,500,000 shares (the "Initial Purchase") was
          completed on the Closing Date for an aggregate purchase price of
          $150,000 (the "Initial Purchase Price"). LLC had also loaned $150,000
          to the Company at various times between January 29, 2002 and March 13,
          2002. On the Closing Date, such loans were terminated and all sums
          were treated as a prepayment toward the total Initial Purchase Price
          due on the Closing Date. As of December 31, 2002, the Company had
          issued the entire block of 21,500,000 shares of common stock with the
          remaining balance of $200,000 to be received by the Company in 2003.
          As of April 5, 2003, $125,000 in cash had been received leaving a
          balance due the Company of $75,000.

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

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


<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)

NOTE 2 - GOING CONCERN UNCERTAINTY (Continued):

          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
          continues to implement 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 intends to continue to negotiate reduced payment amounts
          with certain vendors.

          In March 2003, the Company closed 2 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 will eliminate the related
          overhead costs, thus reducing the continuing cash needed for
          operations. Management expects that the remaining 2 stores in
          operation will generate a positive cash flow.

          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.


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.

          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 complaint seeks
          specific performance as well as general and punitive damages.
          Discovery in this matter is still ongoing and the Company anticipates
          defending this case vigorously.

          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.

<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (Unaudited)

NOTE 3 - LEGAL PROCEEDINGS (Continued):

          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 April 5, 2003, the Company is current with
          such payments and the case will be dismissed when all required
          payments have been made.

          There is no 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.


NOTE 4 - DUE FROM FRANCHISEE:

          On September 30, 2002, the Company entered into an Area Development
          Agreement with 2 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 March 31, 2003, no payments had been received and the
          Company has accrued interest at an annual rate of 8%.

<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 7  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 then other in Kentucky.

The financial  information  presented  herein is derived from the: (i) Condensed
Balance  Sheets as of March 31,  2003 and  December  31,  2002;  (ii)  Condensed
Statements  of  Operations  for the three month periods ended March 31, 2003 and
2002 and (iii)  Condensed  Statements  of Cash Flows for the three month periods
ended March 31, 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 quarter ended March 31,
2003 reflected a 40.1% decrease when compared to the same period in the previous
year.  This was  primarily  due to the closing of the Indiana  store in February
2003,  the Akron  store in early  March 2003 and the severe  weather in the area
during January and February of 2003.

Gross profit,  as a percentage  of retail  sales,  was 36.01% and 33.53% for the
three-month periods ended March 31, 2003 and 2002,  respectively.  This increase
in gross profit is reflective of the  continuation  of  management's  aggressive
purchasing program.

Selling,  general and administrative expenses decreased by $233,791 (46.5%) when
comparing the three-month  period ended March 31, 2003 to the comparable  period
in 2002.  $36,000 of this was due to  decreased  expenses  from the two  company
store  closings,  $87,000 was due to the reduction in costs of corporate  staff,
$12,800 was due to  reduction  in corporate  office rent and  utilities  and the
remainder due to ongoing cost reduction implementation.

As a result of the above, the Company reflected net losses of $132,009 ($.00 per
share) and $298,221 ($.01 per share) for the three-month periods ended March 31,
2003 and 2002, respectively.

LIQUIDITY AND CAPITAL RESOURCES:

As of March 31, 2003, current  liabilities  exceeded current assets by $805,903.
As of  December  31,  2002,  current  liabilities  exceeded  current  assets  by
$809,148.

The Company used $106,000 in cash to support operating needs in the three months
ended March 31, 2003 compared to $149,000 used in 2002.  These uses of cash were
offset by the proceeds of new equity raised.

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


<PAGE>

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

On March 29, 2001, the Company entered into (i) a Placement Agent Agreement (the
Agreement) with an investment banking group, May Davis Group, Inc., to assist in
the  sales  of the  Company's  debentures  and  (ii) an  Equity  Line of  Credit
Agreement (the Equity Line) with Cornell Capital Partners,  LP (Cornell) whereby
the Company  would sell to Cornell,  from time to time,  up to $5 million of the
Company's common stock subject to certain market  limitations.  The Company also
agreed to pay to  Yorkville  Advisors  LC (a general  partner of  Cornell) a fee
equal to 2% of each  installment  amount invested in the Company by Cornell.  On
February  28,  2002,  the Company  entered  into a  Termination  Agreement  with
Cornell,  terminating  the Equity Line. In addition,  the Company entered into a
related non-negotiable promissory note with Cornell dated February 28, 2002 (the
"Renewal Note").  The Renewal Note renewed and restated a prior note between the
Company and  Cornell  dated July 14,  2001,  of which the  principal  amount was
$100,000 with an annual interest rate of 12% (the "Original  Note"). At the time
the parties entered into the Renewal Note,  there was $5,000 of accrued interest
on the Original  Note.  Pursuant to the terms of the Renewal  Note,  the Company
agreed  to pay  Cornell  $105,000  with  interest  thereon  at the rate of eight
percent  (8%) per annum.  The  principal  and  interest on the Renewal  Note was
payable in twelve (12) equal monthly  installments of $9,133,  commencing  March
15, 2002.  As additional  consideration  for the  Termination  Agreement and the
Renewal  Note,  the Company  issued to Cornell  50,000  shares of the  Company's
common  stock.  The payment  and the  performance  of the Renewal  Note had been
unconditionally  guaranteed  personally  by the  Company's  then Chairman of the
Board/President,  (the  "Guaranty").  The  Renewal  Note and the  Guaranty  were
secured by a Pledge  Agreement  dated February 28, 2002, by and between  Cornell
and this officer. Under the Pledge Agreement, the officer pledged and granted to
Cornell a first-priority  security interest in 5,000,000 shares of the Company's
common  stock  held of record by him.  Pursuant  to the  Pledge  Agreement,  the
officer unconditionally agreed that if the Company defaults on the Renewal Note,
Cornell shall have the right to take and/or sell a number of the pledged  shares
equal to the entire principal balance and accrued interest  outstanding and owed
to Cornell  under the Renewal Note and  Guaranty.  As of December 31, 2002,  the
balance owed to Cornell was $44,770.  In February  2003,  Cornell  exercised its
right to sell the pledged shares thereby satisfying this balance.

Effective March 15, 2002 (the "Closing Date"),  the Company entered into a Stock
Purchase  Agreement  dated March 14, 2002 (the "Purchase  Agreement")  with PUPS
Investment,  LLC, a Florida limited liability company ("LLC"), pursuant to which
the Company agreed to issue and sell to LLC, and LLC agreed to purchase from the
Company,  from time to time in accordance with a schedule of purchases and sales
over the following  three (3) months,  an aggregate of 21,500,000  shares of the
Company's common stock, for an aggregate purchase price of $500,000. The initial
purchase of  7,500,000  shares (the  "Initial  Purchase")  was  completed on the
Closing Date for an aggregate  purchase price of $150,000 (the "Initial Purchase
Price").  LLC had also loaned  $150,000 to the Company at various  times between
January  29,  2002 and March 13,  2002.  On the  Closing  Date,  such loans were
terminated  and all sums were treated as a prepayment  toward the total  Initial
Purchase Price due on the Closing Date. As of December 31, 2002, the Company had
issued the entire block of 21,500,000  shares of common stock with the remaining
balance of $200,000 to be received by the Company in 2003.  As of April 5, 2003,
$125,000 in cash had been received leaving a balance due the Company of $75,000.

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

Simultaneously  with the execution of the Purchase  Agreement,  LLC acquired all
right,  title and interest in a promissory  note dated May 3, 2000  executed and
delivered by the Company in favor of PNC Bank,  National  Association ("PNC") in
the original  principal  amount of $300,000,  (the "Note").  In consideration of
LLC's  acquisition of the Note, the Company agreed to make the Note  convertible
into  12,651,853  shares of  common  stock  (the  "Conversion  Agreement").  LLC
exercised  the  Conversion  Agreement in full,  effective  March 15, 2002.  This
transaction  also included the issuance of an additional  100,000  shares of the
Company's Common Stock to PNC to settle the default on the Note.
In May 2002, the Company relocated its offices to smaller premises,  and lowered
its monthly rent expense by  approximately  $4,000.  The Company also terminated
certain employees, effected pay-cuts, and continues to implement 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 intends to continue to negotiate reduced payment amounts with certain
vendors.


<PAGE>

In March 2003,  the  Company  closed 2 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 will eliminate the related  overhead costs,  thus reducing the continuing
cash needed for operations.

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.

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 March 31,  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.


<PAGE>

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) Evaluation of Disclosure Controls and Procedures:

Within  the 90 days  prior  to the  date  of  this  report,  we  carried  out an
evaluation,  under the supervision and with the  participation  of the Company's
management,  including the Company's  Chief  Executive and Principal  Accounting
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure controls and procedures  pursuant to Exchange Act Rule 13a-14.  Based
upon that  evaluation,  the Chief  Executive  and Principal  Accounting  Officer
concluded that the Company's disclosure controls and procedures are effective in
timely  alerting  him to  material  information  required  to be included in the
Company's periodic SEC filings relating to the Company.

(b) Changes in Internal Controls:

There were no significant changes in the Company's internal controls or in other
factors that could  significantly  affect these internal controls  subsequent to
the date of the most recent evaluation.



<PAGE>

PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS:

         Other than litigation  disclosed in the year-end 10-KSB there is no new
legal proceedings against the company in the first quarter ended March 31, 2003.

ITEM 2. CHANGES IN SECURITIES:

         We have not issued any  unregistered  securities  for the first quarter
ended March 31, 2003.

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:

         In March 2003 the company closed 2 of its company  stores (Akron,  Ohio
and Muncie,  Indiana) and consolidated the inventory into its Sharonville,  Ohio
and Florence, Kentucky stores

         On April 4, 2003, Sean Fitzgerald,  our President resigned.  There were
no disagreements  between Mr.  Fitzgerald and the company.  Mr. White, our Chief
Financial  Officer has assumed the role of interim  Principal  Executive Officer
until a new President or Chief Executive Officer is elected.

         The company is currently  under  negotiations  with  Merritt  Jesson to
assume the vacant  position of President and CEO of the company.  Mr. Jesson and
his  company  have  served  as  consultants  to the  company  for the last  year
providing  the  necessary   advice  and  planning  to  bring  the  company  into
profitability.

         In May of 2003 the company  entered into a business  advisory  contract
with Pinnacle Corporate Services,  Inc. to provide services to include strategic
planning and merger and acquisition services.

         In May of 2003 the company  entered into an employment  agreement  with
Sean Hayes to serve as the Director of Franchise operations.

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

(a) Exhibits

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

     99.2 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

         None


<PAGE>

                                   SIGNATURES

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

                                PICK UPS PLUS, INC.


                                By: /s/ Robert White
                                ----------------------------------------------
                                Robert White, Principal Executive Officer
                                and Chief Financial Officer



Dated: May 20, 2003

<PAGE>


                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Robert White, certify that:

         1. I have  reviewed  this  quarterly  report on Form 10-QSB of Pick Ups
Plus, Inc..

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                  a) designed such disclosure  controls and procedures to ensure
that material  information  relating to the  registrant,  is made known to us by
others  within  those  entities,  particularly  during  the period in which this
quarterly report is being prepared;

                  b) evaluated the effectiveness of the registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

                  c) presented in this quarterly  report our  conclusions  about
the  effectiveness  of the  disclosure  controls  and  procedures  based  on our
evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

                  a) all significant  deficiencies in the design or operation of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

                  b)  any  fraud,   whether  or  not  material,   that  involves
management or other  employees who have a significant  role in the  registrant's
internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 20, 2003
                                              /s/Robert White
                                              ----------------------------
                                              Robert White
                                              Principal Executive Officer
                                              Principal Financial Officer