<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, 2004

(  )     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 86,917,811 shares of the registrant's  common stock outstanding as of
March 31, 2004.


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

<PAGE>

                               PICK-UPS PLUS, INC.

                                    - INDEX -

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

<S>                                                                                                <C>
Item 1 - Financial Statements
           Condensed Balance Sheets - March 31, 2004 (unaudited) and December 31, 2003             3
           Condensed Statements of Operations - Three Months Ended March 31, 2004
              and 2003 (unaudited)                                                                 4

           Condensed Statements of Cash Flows - Three Months Ended March 31, 2004 and
              2003 (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 - 11


Item 3 - Controls and Procedures                                                                  11


PART II:  OTHER INFORMATION                                                                       12

SIGNATURES                                                                                        13

EXHIBITS
</TABLE>

                                       2
<PAGE>
                          PART I. Financial Information

ITEM 1. Financial Statements

                               PICK-UPS PLUS, INC.
                                 BALANCE SHEETS

                                   - ASSETS -
<TABLE>
<CAPTION>
                                                                                        March 31,    December 31,
                                                                                           2004           2003
                                                                                       -----------    -----------
                                                                                       (unaudited)
CURRENT ASSETS:
<S>                                                                                    <C>            <C>
     Cash                                                                              $     1,717    $     3,865
     Accounts  receivable - net of allowance for doubtful  accounts of $7,930
       and $5,930 for 2004 and 2003, respectively                                           15,281         17,281
     Inventories                                                                            50,900         66,915
     Prepaid expenses and other current assets                                              31,745         30,155
                                                                                       -----------    -----------
TOTAL CURRENT ASSETS                                                                        99,643        118,216
FIXED ASSETS                                                                               112,200        117,095
OTHER ASSETS:
     Security deposits and other assets                                                      1,905          1,905
                                                                                       -----------    -----------

                                                                                       $   213,748    $   237,216
                                                                                       ===========    ===========

                                           - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
     Line of credit payable                                                            $   390,000    $   390,000
     Accounts payable                                                                      454,778        340,621
     Accrued expenses and other                                                             57,797         14,163
     Sales taxes payable                                                                   294,085        350,653
     Loans payable - current                                                               140,473        139,591
     Capitalized lease payable - current                                                    22,804         22,804
     Loans payable - officers/directors                                                     75,523         46,800
                                                                                       -----------    -----------
TOTAL CURRENT LIABILITIES                                                                1,435,460      1,304,632
                                                                                       -----------    -----------
NON-CURRENT LIABILITIES:
     Loans payable                                                                          62,537         68,490
     Convertible debentures                                                                205,000        205,000
                                                                                       -----------    -----------

                                                                                           267,537        273,490
                                                                                       -----------    -----------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
     Preferred stock, $1 par value; 5,000,000 shares authorized; none issued                    --             --
     Common stock, $.001 par value; 250,000,000 shares authorized, 86,917,811 shares
       issued for 2004 and 2003                                                             86,917         86,917
     Additional paid-in capital                                                          2,712,875      2,712,875
     Accumulated deficit                                                                (4,289,041)    (4,140,698)
                                                                                       -----------    -----------
                                                                                        (1,489,249)    (1,340,906)
                                                                                       -----------    -----------

                                                                                       $   213,748    $   237,216
                                                                                       ===========    ===========
</TABLE>

                            See accompanying notes.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                               For the Three Months
                                                                 Ended March 31,
                                                     ------------------------------------
                                                            2004                 2003
                                                     ---------------      ---------------
REVENUES:
<S>                                                  <C>                  <C>
     Retail sales                                    $       153,072      $       349,637
     Royalties                                                 7,634               12,455
                                                     ---------------      ---------------
                                                             160,706              362,092
                                                     ---------------      ---------------

COSTS AND EXPENSES (INCOME):
     Cost of sales                                           113,368              223,737
     Selling, general and administrative expenses            202,093              269,327
     Other income                                             (6,736)                (381)
     Interest expense                                            324                1,418
                                                     ---------------      ---------------
                                                             309,049              494,101
                                                     ---------------      ---------------

(LOSS) BEFORE PROVISION (CREDIT) FOR INCOME TAXES           (148,343)            (132,009)

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

NET (LOSS)                                           $      (148,343)     $      (132,009)
                                                     ================     ================


BASIC/DILUTED LOSS PER COMMON SHARE                  $            -       $            -
                                                     ===============      ==============


WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                86,917,811           76,281,497
                                                     ===============      ===============
</TABLE>

                            See accompanying notes.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                          For the Three Months
                                                                                            Ended March 31,
                                                                                        ----------------------
                                                                                           2004        2003
                                                                                        ---------    ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                     <C>          <C>
    Net loss                                                                            $(148,343)   $(132,009)
    Adjustments to reconcile net loss to net cash (utilized) by operating activities:
       Depreciation and amortization                                                        4,895       12,504
       Bad debt provision                                                                   2,000        1,000
    Changes in operating assets and liabilities:
       Accounts receivable                                                                     --         (611)
       Inventory                                                                           16,015       22,413
       Prepaid expenses and other assets                                                   (1,590)        (400)
       Accounts payable                                                                   157,791      (13,001)
       Accrued expenses and other liabilities                                             (56,568)       3,645
                                                                                        ---------    ---------
         Net cash (utilized) by operating activities                                      (25,800)    (106,459)
                                                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                                           --           --
                                                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments of long-term debt                                                   (5,071)      (6,168)
    Payments of capitalized leases                                                             --       (3,828)
    Proceeds from officer's loan                                                           28,723           --
    Stock subscription received                                                                --      125,000
                                                                                        ---------    ---------
         Net cash provided by financing activities                                         23,652      115,004
                                                                                        ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       (2,148)       8,545

    Cash and cash equivalents, beginning of year                                            3,865        6,779
                                                                                        ---------    ---------

CASH AND CASH EQUIVALENTS, END OF PERIOD                                                $   1,717    $  15,324
                                                                                        =========    =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
 (i) Cash paid during the year:
         Interest                                                                       $     324    $   1,418
         Taxes                                                                                 --           --
</TABLE>

                            See accompanying notes.

                                       5
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (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  5
              franchised  locations in operation  and until  February 2003 there
              were 4 Company  owned-stores.  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.  In March 2004,
              the Company  closed its Florence,  Kentucky  location and plans to
              re-open  in  Cincinnati,  Ohio (see also Note 2).  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, 2003.  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,  2004 and the  results of its  operations
              for the three-month  periods ended March 31, 2004 and 2003 and its
              cash flows for the  three-month  periods  ended March 31, 2004 and
              2003.

              The results of operations for the three-month  periods ended March
              31, 2004 and 2003 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.  However, the Company has realized net
              losses of $878,333,  $429,821,  $1,324,954, and $1,146,347 for the
              2003,  2002,  2001 and 2000 years,  respectively.  The Company has
              also  generated a net loss of $148,343 for the current three month
              period  ended March 31, 2003.  In  addition,  the Company has used
              significant  amounts of working  capital in its operations and, as
              of March 31, 2004,  current  liabilities  exceed current assets by
              $1,335,817   and  total   liabilities   exceed   total  assets  by
              $1,489,249.  As of December 31, 2003,  current  liabilities exceed
              current  assets by $1,186,416 and total  liabilities  exceed total
              assets by  $1,340,906.  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,  2004,  sales  tax
              collected  from  customers  and unpaid  aggregated  $294,085.  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
              $68,178  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.  The Company is also hopeful
              that  it  can  make  payments  to  the  appropriate  state  taxing
              authorities under an amnesty program.

                                       6
<PAGE>
                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)

NOTE 2 -      GOING CONCERN UNCERTAINTY (Continued):

              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.

              In  May  2002,  the  Company  relocated  its  offices  to  smaller
              premises,  and lowered its monthly rent  expense by  approximately
              $4,000. The Company also terminated  certain  employees,  effected
              pay-cuts,  and implemented  cost-containing  measures. The Company
              has been successful in negotiating settlements with certain of its
              vendors  and  service  providers  and has been able to reduce  its
              payables.  The  Company  has also  been  successful  in  obtaining
              deferrals of certain payables, thereby converting accounts payable
              to long-term liabilities.

              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 eliminated
              the related  overhead costs and reduced the continuing cash needed
              to operate these 2 facilities.  In March 2004,  the Company closed
              its   Florence,   Kentucky   location  and  plans  to  re-open  in
              Cincinnati,  Ohio. Management expects that, upon the completion of
              its cost-cutting  measures and the implementation of its marketing
              plan, its remaining store will generate a positive cash flow.

              To obtain funding for its ongoing  operations the Company  entered
              into a Securities  Purchase Agreement with one accredited investor
              on  June  25,  2003  for  the  sale  of  $180,000  in  convertible
              debentures.  The Company obtained shareholder approval authorizing
              an increase in the Company's authorized shares of common stock and
              filed  a  registration  statement  with  the  Securities  Exchange
              Commission  registering the shares of common stock  underlying the
              convertible debentures.

              On  June  23,  2003,  a  majority  of the  Company's  shareholders
              authorized the increase in the Company's  authorized  common stock
              from 100,000,000 to 250,000,000 shares.

              The  debentures  issued  pursuant  to  the  June  2003  Securities
              Purchase Agreements bear interest at 5%, mature two years from the
              date of issuance,  and are convertible  into Company common stock,
              at the  investor's  option at anytime within 90 days from June 25,
              2003, at the lower of (i) $0.03;  or (ii) eighty  percent (80%) of
              the average of the three (3) lowest daily volume weighted  average
              prices  of  the  common  stock  for  the  five  (5)  trading  days
              immediately  preceding the  conversion  date.  The full  principal
              amounts of the  convertible  debentures are due upon default under
              the  terms of  convertible  debentures.  In  September  2003,  the
              investor  converted  $25,000 of principal  and received  2,173,913
              shares of common stock.

              On June 25, 2003,  the Company also entered into an equity line of
              credit with one  investor.  Pursuant to the equity line of credit,
              the  Company  may,  at its  discretion,  periodically  sell to the
              investor  shares of common stock for a total  purchase price of up
              to $2,000,000.  For each share of common stock purchased under the
              equity  line of credit,  the  investor  will pay 95% of the lowest
              closing bid price on the Over-the-Counter  Bulletin Board or other
              principal  market on which our common stock is traded for the five
              days immediately following the notice date. The investor,  Cornell
              Capital  Partners,  LP, is a  private  limited  partnership  whose
              business  operations  are conducted  through its general  partner,
              Yorkville  Advisors,  LLC. Further,  Cornell Capital Partners,  LP
              will retain 7% of each advance under the equity line of credit. In
              addition,   the  Company  engaged   Katalyst   Securities  LLC,  a
              registered broker-dealer, to advise the Company in connection with
              the equity line of credit. For its services,  Katalyst  Securities
              LLC received 588,235 shares of our common stock,  which was valued
              at $10,000.  The Company  filed,  with the Securities and Exchange
              Commission, a registration statement to register the resale of the
              shares issued under the equity line of credit agreement.

                                       7
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)

NOTE 2 -      GOING CONCERN UNCERTAINTY (Continued):

              On September 30, 2003, the Company executed a promissory note with
              Cornell Capital Partners,  LP in the amount of $300,000.  The face
              amount  of this note is to be paid out of the net  proceeds  to be
              received by the Company under the equity line of credit  mentioned
              above,  with  repayments  to be made  within  111 days of the note
              unless  mutually  extended.  The Company has  escrowed  20,000,000
              shares of its common  stock,  which is an estimation of the shares
              necessary to repay the principal and interest due. On November 10,
              2003,  Cornell Capital  Partners,  LP,  converted  $10,000 of this
              promissory  note  resulting in the  issuance of  1,041,666  common
              shares.

              On November  10,2003,  the Company executed a promissory note with
              Cornell Capital Partners,  LP in the amount of $100,000.  The face
              amount of this note is also to be paid out of the net  proceeds to
              be  received  by the  Company  under  the  equity  line of  credit
              mentioned above, with repayments to be made within 111 days of the
              note unless mutually extended. The Company has escrowed 10,000,000
              shares of its common  stock,  which is an estimation of the shares
              necessary to repay the principal and interest due.

              The financial statements do not include any adjustments that might
              be  necessary  if the  Company  is unable to  continue  as a going
              concern. See also Note 13 re: Legal Proceedings.


NOTE 3 -      LEGAL PROCEEDINGS:

              On  September  6,  2002,  a  franchisee  of the  Company  filed  a
              complaint in the Alameda County Superior Court and a First Amended
              Complaint on October 8, 2002 alleging violations of the California
              Franchise  Investment  Law,  breach of contract,  fraud,  etc. The
              allegations  also  include  claims  that the  Company's  franchise
              offering was not registered with the State of California, that the
              Company  failed  to make  required  disclosures,  made  fraudulent
              disclosures,  breached  the  franchise  agreement  executed by the
              franchisee,  all claims giving rise to rescission  and/or damages.
              The  Company  has  filed an answer  denying  the  allegations  and
              setting up  affirmative  defenses.  In  addition,  the Company has
              filed a Cross-Complaint,  alleging among other things, fraud, that
              the  franchisee  did not  intend to  perform  under the  franchise
              agreement and claiming that the  franchisee is using the Company's
              trademarks,  without  payment of royalties.  The Company alleges a
              right to  damages  and  intends  to file a Motion  compelling  the
              franchisee to arbitrate  their  claims.  Counsel to the Company is
              unable to evaluate the  likelihood  of any outcome in this case at
              this time. An  arbitration  hearing held in February 2004 resulted
              in the Company having to produce additional documents. The parties
              as now awaiting a decision from the arbitrator.

              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.  Management  and the  sellers  have agreed on the payment
              terms and are in the process of finalizing an agreement.

              Management  became  aware of a lawsuit  filed  pending in Clermont
              County  Common  Pleas 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  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 not yet paid the award.

                                       8
<PAGE>

                               PICK-UPS PLUS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                   (Unaudited)

NOTE 3 -      LEGAL PROCEEDINGS (Continued):

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

              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 -      SUBSEQUENT EVENTS:

              In  December  2003,  the Company  entered  into a Letter of Intent
              (LOI)  for  the  initial  acquisition  of  certain  assets  of  an
              unrelated entity.  The purchase price of the assets to be acquired
              aggregates  $1,700,000  and  requires  that  $10,000  be paid upon
              acceptance of the LOI (which amount was paid), $590,000 to be paid
              in cash at  closing,  and the  issuance  of  5,238,095  shares  of
              Company common stock.  This  transaction  was consummated on April
              30, 2004.

                                       9
<PAGE>

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

INTRODUCTION:

Pick-Ups Plus, Inc., formed in 1993, is a franchiser,  wholesaler,  retailer and
installer of accessories  for trucks and sports utility  vehicles.  We currently
have 5  franchised  stores in  operation,  which are located in Ohio,  Illinois,
Kentucky,  California,  and Texas. In addition, we have two Company-owned stores
located in Ohio. The Company recently closed the Kentucky store and relocated it
into  facilities  occupied  by one  of  its  newly  acquired  Auto  Preservation
locations.

The financial  information  presented  herein is derived from the: (i) Condensed
Balance  Sheets as of March 31,  2004 and  December  31,  2003;  (ii)  Condensed
Statements  of  Operations  for the three month periods ended March 31, 2004 and
2003 and (iii)  Condensed  Statements  of Cash Flows for the three month periods
ended March 31, 2004 and 2003.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our  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 unpon 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.

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,
2004 reflected a 55.2% decrease when compared to the same period in the previous
year.  This was primarily due to the closing of the Kentucky store in March 2004
and a general decrease in individual store volume during the period.

Gross profit,  as a percentage  of retail  sales,  was 25.90% and 36.01% for the
three-month periods ended March 31, 2004 and 2003,  respectively.  This decrease
in  gross  profit  is due to a  write  off of  approximately  $16,000  in  stale
inventory detected upon closing of the Kentucky store.

Selling, general and administrative expenses decreased from $269,327 to $202,293
(24.9%)  when  comparing  the  three-month  period  ended  March 31, 2004 to the
comparable  period in 2003. This was due to decreased  expenses from the company
store that was closed for almost two months of the quarter.

                                       10
<PAGE>

As a result of the above, the Company reflected net losses of $148,343 ($.00 per
share) compared to $132,009 ($.00 per share) for the  three-month  periods ended
March 31, 2004 and 2003, respectively.

LIQUIDITY AND CAPITAL RESOURCES:

As of March 31, 2004, current liabilities exceeded current assets by $1,335,817.
As of  December  31,  2003,  current  liabilities  exceeded  current  assets  by
$1,186,416.

The Company used $25,800 in cash to support  operating needs in the three months
ended March 31, 2004 compared to $106,000 used in 2003.  These uses of cash were
offset by the proceeds  from  officer's  loan for the  three-month  period ended
March 31, 2004.

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 Company  owned  retail  stores and proceeds  from  continuing
royalties.  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.

Our independent auditors have included an explanatory  paragraph in their report
stating  that our  ability to continue as a going  concern is  dependent  on our
ability  to meet our  future  financing  requirements.  See  also  Note 2 to the
financial statements.

Cash requirements for 2004 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. The Company  continues
to work with both its existing funding sources including  additional exercise of
its equity line of credit and is currently in negotiations with various debt and
equity  financial  institutions  to raise the required  funding to implement its
business plan.

RISKS AND UNCERTANTIES:

The Company may not be successful in obtaining  sufficient  funds to execute its
strategy.  Additionally,  we will face intense  competition in the truck and SUV
accessories  aftermarket and may have difficulty finding acquisition  candidates
at criteria that meet our requirements.


ITEM 3 - CONTROLS AND PROCEDURES:

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

As of March 31, 2004, 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.

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                           PART II - OTHER INFORMATION


ITEM 1   LEGAL PROCEEDINGS

         Presented in Note 3 to the financial statement

ITEM 2   CHANGES IN SECURITIES AND USE OF PROCEEDS

         Not applicable

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 AND REPORTS ON FORM 8-K

         (a) Exhibits.
                31.1 - Certification of Chief Executive Officer pursuant to Rule
                13a-14 and Rule 15d-14(a),  promulgated under the Securities and
                Exchange Act of 1934, as amended

                31.2 - Certification of Chief Financial Officer pursuant to Rule
                13a-14 and Rule 15d 14(a),  promulgated under the Securities and
                Exchange Act of 1934, as amended

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

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


         (b) Reports on Form 8-K.
                We filed a current  report  on Form 8-K  dated  May 18,  2004 to
report an asset purchase consummated on April 30, 2004

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                                   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, 2004

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