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, 2006

       ( ) 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.)


                 1000 Ohio Pike, Suite 5A, 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 158,774,169 shares of the registrant's common stock outstanding as of
May 10, 2006.

Transitional Small Business Disclosure Format Yes No X

                                       1
<PAGE>

                               PICK-UPS PLUS, INC.

                                    - INDEX -

<TABLE>
<CAPTION>

                                                                                                                Page(s)
                                                                                                                -------

<S>                                                                                                            <C>
PART I: FINANCIAL INFORMATION:

Item 1 - Financial Statements
       Condensed Consolidated Balance Sheets - March 31, 2006 (unaudited) and December 31, 2005                    3
       Condensed Consolidated Statements of Operations - Three Months Ended March 31, 2006
        and 2005 (unaudited)                                                                                       4

       Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 2006 and
        2005 (unaudited)                                                                                           5

       Notes to Interim Condensed Consolidated Financial Statements   (unaudited)                                6 - 7


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations                                                                                          8 - 12


Item 3 - Controls and Procedures                                                                                    12

PART II: OTHER INFORMATION                                                                                          14

Item 1 - Legal Proceedings                                                                                          14

Item 2 - Changes in Securities and Use of Proceeds                                                                  14

Item 3 - Defaults Upon Senior Securities                                                                            14

Item 4 - Submission of Matter To a Vote of Security Holders                                                         14

Item 5 - Other Information                                                                                          14

Item 6 - Exhibits                                                                                                   14

SIGNATURES                                                                                                          15

EXHIBITS
</TABLE>

                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               PICK-UPS PLUS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                   - ASSETS -

<TABLE>
<CAPTION>

                                                                                         MARCH 31,      December 31,
                                                                                           2006             2005
                                                                                        (UNAUDITED)
                                                                                        -----------     ------------
<S>                                                                                     <C>             <C>
CURRENT ASSETS:
     Cash                                                                               $    10,521     $    75,693
     Accounts  receivable - net of allowance for doubtful accounts of $34,478
       for both 2006 and 2005, respectively                                                  96,362          77,386
     Inventories                                                                             30,676          39,189
     Prepaid expenses and other current assets                                                8,558          19,258
                                                                                        -----------     -----------
TOTAL CURRENT ASSETS                                                                        146,117         211,526
                                                                                        -----------     -----------

FIXED ASSETS - NET                                                                          123,324         134,101
                                                                                        -----------     -----------
OTHER ASSETS:
     Deposit re: proposed acquisition                                                       306,250         306,250
     Security deposits and other assets                                                      17,810          15,560
                                                                                        -----------     -----------
                                                                                            324,060         321,810
                                                                                        -----------     -----------


                                                                                        $   593,501     $   667,437
                                                                                        ===========     ===========

                    - LIABILITIES AND SHAREHOLDERS' DEFICIT -

CURRENT LIABILITIES:
     Line of credit payable and demand loan                                             $ 2,135,000     $ 2,135,000
     Accounts payable - trade creditors                                                     389,734         261,479
     Accrued expenses and other current liabilities                                         126,268         131,550
     Accrued interest                                                                       462,066         389,755
     Payroll taxes payable                                                                  543,395         487,779
     Sales taxes payable                                                                    304,426         294,091
     Loans payable - current                                                                118,759         103,759
     Convertible debentures                                                                  50,000          50,000
     Capitalized lease payable - current                                                         --              --
     Loans payable - officers/directors                                                      32,486          21,486
                                                                                        -----------     -----------
TOTAL CURRENT LIABILITIES                                                                 4,162,134       3,874,899
                                                                                        -----------     -----------
NON-CURRENT LIABILITIES:
     Loans payable
                                                                                             60,600          70,490
                                                                                        -----------     -----------

COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' DEFICIT:
     Preferred stock, $1 par value; 10,000,000 shares authorized; none issued                    --              --
     Common stock, $.001 par value; 250,000,000 shares authorized, 158,774,169 and
       143,482,281 shares issued for 2006 and 2005, respectively                            158,774         143,481
     Additional paid-in capital                                                           3,752,617       3,706,742
     Accumulated deficit                                                                 (7,540,624)     (7,128,175)
                                                                                        -----------     -----------
                                                                                         (3,629,233)     (3,277,952)
                                                                                        -----------     -----------

                                                                                        $   593,501     $   667,437
                                                                                        ===========     ===========
</TABLE>

See accompanying notes.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                           For the Three Months
                                                              Ended March 31,
                                                          2006              2005
                                                     -------------     -------------
<S>                                                  <C>               <C>
REVENUES:
     Product & services sales                        $     370,857     $     409,317
     Royalties                                              10,064             6,348
                                                     -------------     -------------
                                                           380,921           415,665
                                                     -------------     -------------

COSTS AND EXPENSES (INCOME):
     Cost of sales                                         128,648           116,538
     Selling, general and administrative expenses          595,981           544,618
     Other expense (income)                                  2,293            (3,000)
     Interest expense                                       66,448            41,824
                                                     -------------     -------------
                                                           793,370           699,980
                                                     -------------     -------------

LOSS BEFORE INCOME TAXES                                  (412,449)         (284,315)

     Income taxes                                               --                --
                                                     -------------     -------------

NET LOSS                                             $    (412,449)    $    (284,315)
                                                     =============     =============


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

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING             148,980,488       139,156,355
                                                     =============     =============
</TABLE>

See accompanying notes.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                             For the Three Months
                                                                                                Ended March 31,
                                                                                              2006          2005
                                                                                           ---------     ---------
<S>                                                                                        <C>           <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                               $(412,449)    $(284,315)
    Adjustments to reconcile net loss to net cash (utilized) by operating
    activities:
       Depreciation and amortization                                                          11,999         9,521
       Bad debt provision                                                                         --            --
       Stock issued for services rendered                                                     61,168            --
    Changes in assets and liabilities:
       (Increase) in accounts receivable                                                     (18,976)      (13,688)
       Decrease in inventory                                                                   8,513         3,329
       Decrease in prepaid expenses and other assets                                           8,450        16,119
       Increase (decrease) in accounts payable and accrued expenses                          195,284      (114,374)
       Increase in payroll taxes and sales taxes payable                                      65,951       126,915
                                                                                           ---------     ---------
         NET CASH (UTILIZED) BY OPERATING ACTIVITIES                                         (80,060)     (256,493)
                                                                                           ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures                                                                   (1,222)           --
                                                                                           ---------     ---------
         NET CASH (UTILIZED) BY INVESTING ACTIVITIES                                          (1,222)           --
                                                                                           ---------     ---------


CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from loans payable                                                               15,000            --
    Principal payments of long-term debt                                                      (9,890)       (7,401)
    Proceeds from officer's Loan                                                              11,000         6,000
    Net proceeds from issuance of common stock                                                    --       270,000
                                                                                           ---------     ---------
         NET CASH PROVIDED BY FINANCING ACTIVITIES                                            16,110       268,599
                                                                                           ---------     ---------

NET (DECREASE) INCREASE  IN CASH EQUIVALENTS                                                 (65,172)       12,106
    Cash and cash equivalents, beginning of year                                              75,693         4,653
                                                                                           ---------     ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                   $  10,521     $  16,759
                                                                                           =========     =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
(i)  Cash paid during the period:
         Interest                                                                          $   1,449     $   2,524
         Taxes                                                                                    --            --

SUPPLEMENTAL DISCLOSURES OF NONCASH OPERATING ACTIVITIES:
During the period ended March 31, 2006 the Company issued 15,291,888 shares
 of common stock for services rendered by certain shareholders/officers of the Company
</TABLE>

See accompanying notes.

                                       5
<PAGE>

                               PICK-UPS PLUS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 1 - DESCRIPTION OF COMPANY:

Pickups Plus, Inc., the Company, was incorporated in Delaware in 1993 and is a
franchisor, wholesaler, retailer and installer of accessories for trucks and
sports utility vehicles. We currently have five operating franchised stores that
are located in Texas, Ohio, Kentucky and Illinois. Additionally, as of March 31,
2006, there were two Company-owned stores located in the Cincinnati, Ohio area.

In April 2004, the Company acquired Auto Preservation, Inc., which operates as a
wholly owned subsidiary. Auto Preservation has two operating centers in the
Cincinnati market providing automotive dealerships in this market a single
source solution for their new vehicle prep, environmental protection packages,
pickup truck and SUV accessories and detail and reconditioning sales and
services. Additionally, the Company began to offer exclusive licenses for
individual territories for the ValuGard name and product outside greater
Cincinnati.

NOTE 2 - BASIS OF PRESENTATION:

The condensed consolidated financial statements include the financial statements
of Pickups Plus, Inc. and its wholly owned subsidiaries. The accompanying
unaudited condensed consolidated financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete consolidated financial statements.
These condensed consolidated financial statements and related notes should be
read in conjunction with the Company's Form 10-KSB for the fiscal year ended
December 31, 2005.

In the opinion of management, these condensed consolidated financial statements
reflect all adjustments which are of a normal recurring nature and which are
necessary to present fairly the consolidated financial position of the Company
as of March 31, 2006, the results of operations for the three-month periods
ended March 31, 2006 and 2005, and cash flows for the three-month periods ended
March 31, 2006 and 2005. All significant intercompany accounts and transactions
have been eliminated in preparation of the condensed consolidated financial
statements. The results of operations for the three-month period ended March 31,
2006 are not necessarily indicative of the results to be expected for the full
year.

NOTE 3 - GOING CONCERN UNCERTAINTY:

The accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of the Company as a going concern. However, the
Company realized a net loss of $412,449 for the quarter ended March 31, 2006,
and also sustained substantial operating losses in 2005, 2004, 2003 and 2002 of
$1,881,541, $1,105,936, $878,333, and $429,821, respectively. In addition, the
Company has used significant amounts of working capital in its operations and,
as of March 31, 2005, current liabilities exceed current assets by $4,016,017
and total liabilities exceed total assets by $3,629,233. The Company is also
delinquent in paying certain of its debts.

As of March 31, 2006, sales tax collected from customers and unpaid aggregated
$304,426. The Company has accrued $27,487 in interest and penalty costs
associated with this liability. The Company has been working with
representatives of the State of Ohio to structure a payment plan regarding this
liability. Although a definitive installment plan has not yet been structured,
the State of Ohio is aware of ongoing efforts of the Company to raise additional
funds.

The Company is also delinquent in remitting payroll taxes and as of March 31,
2006, $543,395 is owed to the appropriate authorities. The Company has accrued
$70,888 in interest and penalties for the past due liabilities.

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

                                       6
<PAGE>

                               PICK-UPS PLUS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (Unaudited)

NOTE 4 - POTENTIAL ACQUISITION:

The Company has entered into a Stock Purchase Agreement dated April 30 2004,
with Automotive International, Inc.("AI"), from whom it purchased Auto
Preservation, Inc. in April 2004, for the option to purchase all of the
outstanding shares of AI for an aggregate purchase price of $4,300,000. This
option may be exercised after 24 months of the closing of the acquisition of
Auto Preservation, Inc.

The Company has a verbal agreement to purchase all of the assets of Cat Cay
Yachts, Inc. currently being transferred to Maritime Manufacturing, Inc.,
totaling approximately $2,900,000 in exchange for $300,000 in cash, a note
payable for $75,000, and 12,000,000 shares of the Company's common stock valued
at $0.21 per share. The Company has made an initial deposit of $306,250 and is
awaiting final purchase contracts and an independent appraisal of the assets to
be acquired.

NOTE 5 - OTHER EVENTS:

On February 17, 2006, certain promissory notes totaling $1,365,000 (the
"Assigned Notes") that the Company had previously issued to Cornell Capital
Partners, LP were assigned to NeoMedia Technologies, Inc. The Assigned Notes
were all past due and therefore in default at the time of the assignment and
continue to be in default as of the date of this Report. In February 2006,
NeoMedia also purchased 20,000,000 shares of the Company's common stock from
Cornell, bringing its total ownership to 28,333,333 shares of common stock.
NeoMedia is the Company's master distributor for China, and Pickups Plus is a
distributor for NeoMedia in the United States. According to the Company's
records, the total principal currently owed under the Assigned Notes is
$1,365,000, and the total accrued and unpaid interest there under at March 31,
2006 was $188,000.


NOTE 6 - SHAREHOLDERS EQUITY TRANSACTIONS:

During the first quarter of 2006, the Company issued the following shares of its
common stock that were not already registered under the Securities Act of 1933,
as amended. The Company issued 500,000 shares of restricted stock to John
Fitzgerald in exchange for $2,000 due him for professional services rendered.
The Company issued 14,791,888 shares of restricted stock to certain members of
management, including Merritt Jesson, Bob White and Sean Hayes in exchange for
$59,168 due them for professional services rendered. We believe such issuances
were exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.

These issuances of nonvested shares were accounted as per provisions of
Statement of Financial Accounting Standards ("FAS") No. 123 (revised 2004),
Share-Based Payment ("FAS 123(R)"), adopted by the Company effective January 1,
2006. FAS 123(R ) replaces FAS No. 123, Accounting for Stock-Based Compensation,
and supersedes Accounting Principles Board Opinion ("APB") No. 25, Accounting
for Stock Issued to Employees, and related interpretations. FAS 123 (R) requires
compensation costs related to share-based payment transactions, including
employee stock options, to be recognized in the financial statements. In
addition, the Company adheres to the guidance set forth within Securities and
Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107, which
provides the Staff's views regarding the interaction between FAS No. 123(R) and
certain SEC rules and regulations and provides interpretations with respect to
the valuation of share-based payments for public companies.

The Company had no other nonvested shares issued and outstanding during 2006.
These shares vested on the date of the grant and the fair value of these shares
totaling $61,168 has been charged to the Statement of Operations for the three
months ended March 31, 2006 and is included in the "selling, general and
administrative expenses" line item.

NOTE 7 - SUBSEQUENT EVENTS:

On April 11, 2006, subsequent to the balance sheet date, the Company announced
that it had signed an agreement with The BMW Store of Cincinnati to provide
turnkey vehicle preparation services to one of the busiest BMW dealerships in
the United States. Under the one-year agreement, the Company's Auto Preservation
subsidiary will provide total appearance management for every new and used BMW
that is sold by the dealership. The company will clean and maintain the
automobile, prepare the automobile for sale and give the automobile its final
detailing before delivery to the end client. Based on the first month billings,
the contract could represent as much as $400,000 or a 30% increase to AP's total
yearly revenues.

                                       7
<PAGE>

On April 25, 2006, subsequent to the balance sheet date, the Company announced
it added two more ValuGard Authorized Processing Centers. The new centers are
Line X of N. Illinois, located in Palatine, Illinois and Line-X of Connecticut,
in Waterbury, Connecticut. Both stores have completed our "Prep-Excellence
Training" and are ready to service the aftermarket accessory and environmental
protection market.








                                       8
<PAGE>

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

INTRODUCTION:

Pickups Plus, Inc., the Company, was incorporated in Delaware in 1993 and is a
franchisor, wholesaler, retailer and installer of accessories for trucks and
sports utility vehicles. We currently have five operating franchised stores and
two Company-owned stores located. The Company also operates a wholly owned
subsidiary Auto Preservation, Inc., which has two operating centers in the
Cincinnati market providing automotive dealerships in this market a single
source solution for their new vehicle prep, environmental protection packages,
pickup truck and SUV accessories and detail and reconditioning sales and
services. Additionally, the Company began to offer exclusive licenses for
individual territories for the ValuGard name and product outside greater
Cincinnati

The financial information presented herein is derived from the: (i) Condensed
Balance Sheets as of March 31, 2006 and December 31, 2005; (ii) Condensed
Statements of Operations for the three month periods ended March 31, 2006 and
2005 and (iii) Condensed Statements of Cash Flows for the three month periods
ended March 31, 2006 and 2005.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

The Company's critical accounting policies have not changed from those listed in
its year end 10KSB filing.

RECENTLY ADOPTED ACCOUNTING PRINCIPLES

The Company has adopted FAS 154: Accouning Changes and Error Corrections, a
replacement of APD Opinion No. 20 and FASB Statement No. 3 and FAS No. 123
(revised 2004), "Share Based Payment" effective January 1, 2006. The financial
position and the results as of and for the three months ended were not affected
by these pronouncements.

OTHER ACCOUNTING PRINCIPLES

The Company's critical accounting policies have not changed from those listed in
the Annual Report on Form 10-KSB for the year ended December 31, 2005 filed with
SEC.

RESULTS OF OPERATIONS

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

Revenue for the three-month period ended March 31, 2006 was $380,921, which
represented a $34,744 or 8.4%, decrease from $415,665 for the three-month period
ended March 31, 2005. The decrease was primarily the result of reduced sales
from the same store sales from the Company's Auto Preservation operation.

Cost of sales increased by $12,110 in the three-month period ended March 31,
2006 compared to the comparable period in 2005. Cost of sales as a percentage of
retail sales increased to 33.8% for the three-month period ended March 31, 2006
compared to 28.5% in the comparable period in 2005. This was the result of
reduced sales generated in Auto Preservation, Inc., which has a significantly
lower cost of product per sales dollar.

                                       9
<PAGE>

Selling, general and administrative expenses increased $51,363 in the
three-month period ended March 31, 2005 compared to the comparable period in
2005. This primarily was attributable to increases in professional services
costs. Selling, general and administrative expenses were $595,981 for the
three-month period ended March 31, 2006 as compared to $544,618 for the
comparable period in 2005.

Interest expense was $66,448 for the three-month period ended March 31, 2006 as
compared to $41,824 in the comparable period in 2005. This increase of $24,624
was the result of financing the Company's operations while at the same time
management continues its attempts to grow the business toward profitability.

Net loss for the three-month period ended March 31, 2006 was $412,449, which
represented an increased loss of $128,134 or 45% from the net loss of $284,315
for the comparable period in 2005. This increase resulted primarily from the
cost of financing and the additional professional services and similar costs
associated with pursuing additional growth capital.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2006 and December 31, 2005, the Company's current liabilities
exceeded current assets by $4,016,017 and $3,663,373 respectively. During the
three-month period ended March 31, 2005 the Company secured new financing in the
amount of $270,000. We may not be able to raise additional equity on terms
favorable to the Company, if at all.

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

The Company's independent auditors included an explanatory paragraph in their
2005 year-end report stating that our ability to continue as a going concern is
dependent on our ability to meet our future financing requirements.

Cash requirements for 2006 will include funds needed to sustain the cash used in
operations as well as for anticipated growth and acquisitions. Consequently,
management is trying to meet these needs in several ways. First, the Company
continues to work with its existing funding sources and is seeking new funding
sources to raise the required funding to implement its business plan. Secondly,
management is working aggressively to roll out its new Auto Appearance Centers
licensing program and is actively searching for sales personnel to ensure the
success of this profit center. At the same time, the Company is looking to
increase sales in its new retail store location in Cincinnati.

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

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any significant off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
is material to its stockholders.

RISKS AND UNCERTANTIES

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

THE COMPANY HAS HAD LOSSES AND SUCH LOSSES MAY CONTINUE, WHICH MAY NEGATIVELY
IMPACT ITS ABILITY TO ACHIEVE ITS BUSINESS OBJECTIVE.

Net loss for the three-month period ended March 31, 2006 was $412,449, which
represented an increase of $128,134 or 45% from the net loss of $284,315 for the
comparable period in 2005. There can be no assurance that the Company will be
profitable in the future. Revenues and profits, if any, will depend upon various
factors, including whether the Company will be able to continue to expand its
revenues, gross profit and operating margins.

                                       10
<PAGE>

THE FINANCIAL STATEMENTS INCLUDE A CONCERN RAISED BY THE COMPANY'S INDEPENDENT
AUDITORS ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN.

The Company's independent auditors raised a concern in their year-end report on
the Company's financial statements for fiscal 2005 about its ability to continue
as a going concern. The Company's auditors have stated that due to the Company's
lack of profitability, there is "substantial doubt" about its ability to
continue as a going concern. The Company's auditors view about the Company's
ability to continue as a going concern may limit its ability to access certain
types of financing, or may prevent it from obtaining financing on acceptable
terms.

THE COMPANY MUST COMPLY WITH FEDERAL AND STATE FRANCHISE REGULATIONS AND IF IT
SHOULD FAIL TO MATERIALLY COMPLY WITH SUCH REGULATIONS, IT MAY HAVE AN ADVERSE
EFFECT ON OUR BUSINESS OPERATIONS

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

The Company is currently working on updating its disclosure documents but
currently and for most of 2004 and 2005 it could not sell new franchises.

THE LOSS OF KEY EMPLOYEES MAY ADVERSELY AFFECT THE COMPANY'S GROWTH OBJECTIVES

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


THE COMPANY'S SUCCESS DEPENDS ON ITS ABILITY TO ATTRACT AND/OR RETAIN QUALIFIED
PERSONNEL

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


MANY COMPETITORS ARE LARGER AND HAVE GREATER FINANCIAL AND OTHER RESOURCES THAN
THE COMPANY DO AND THOSE ADVANTAGES COULD MAKE IT DIFFICULT TO COMPETE WITH THEM

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


THE COMPANY HAS BEEN DELINQUENT IN REPORTING AND REMITTING SALES AND PAYROLL
TAXES AND ARE WORKING ON STRUCTURING A PAYMENT PLAN THAT MAY ADVERSELY AFFECT
OUR CASH FLOW.

As of March 31, 2006, sales tax collected from customers and unpaid aggregated
$304,426. The Company has accrued $27,487 of interest and penalty costs
associated with this liability, which might cause the Company to be unable to
continue operations. As a result of the foregoing, the State of Ohio could take
action against the Company, including the levying of civil and/or criminal
penalties and fines.

                                       11
<PAGE>

The Company is also delinquent in remitting payroll taxes and as of March 31,
2006 $543,395 is owed to the appropriate authorities. The Company has accrued
$70,888 in interest and penalties for the past due liabilities. As a result of
the foregoing, the Internal Revenue Services could take action against the
Company, including the levying of civil and/or criminal penalties and fines.

THE COMPANY MAY, IN THE FUTURE, ISSUE ADDITIONAL SHARES OF OUR COMMON STOCK
WHICH WOULD REDUCE INVESTORS PERCENT OF OWNERSHIP AND MAY DILUTE ITS SHARE VALUE

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


POSSIBLE ISSUANCE OF PREFERRED STOCK WITHOUT STOCKHOLDER APPROVAL COULD
ADVERSELY AFFECT THE POSITION OF COMMON STOCKHOLDERS.

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


SHARES ELIGIBLE FOR FUTURE SALE MAY ADVERSELY AFFECT THE MARKET

As of May 10, 2006, the Company had 158,774,169 shares of its common stock
issued and outstanding of which the Company believes 62,723,211 shares to be
restricted shares. Rule 144 provides, in essence, that a person holding
"restricted securities" for a period of one year may sell only an amount every
three months equal to the greater of (a) one percent of a company's issued and
outstanding shares, or (b) the average weekly volume of sales during the four
calendar weeks preceding the sale. The amount of "restricted securities" which a
person who is not an affiliate of our company may sell is not so limited, since
non-affiliates may sell without volume limitation their shares held for two
years if there is adequate current public information available concerning our
company. In such an event, "restricted securities" would be eligible for sale to
the public at an earlier date. The sale in the public market of such shares of
common stock may adversely affect prevailing market prices of our common stock.


THE COMPANY HAS NOT PAID ANY DIVIDENDS AND DOES NOT INTEND TO DO SO IN THE
FORESEEABLE FUTURE, A PURCHASER OF OUR COMMON STOCK WILL ONLY REALIZE AN
ECONOMIC GAIN ON HIS OR HER INVESTMENT FROM AN APPRECIATION, IF ANY, IN THE
MARKET PRICE OF THE COMPANY'S COMMON STOCK

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

                                       12
<PAGE>

THE COMPANY'S COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

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

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

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

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

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

THE COMPANY'S COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY
FLUCTUATE SIGNIFICANTLY

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

THE COMPANY MAY NOT BE ABLE TO ACHIEVE AND MANAGE ITS PLANNED EXPANSION.

The Company faces many business risks associated with rapidly growing companies,
including the risk that its existing management, information systems and
financial controls will be inadequate to support its continued planned
expansion. The Company's growth plans will require it to expend significant
management time and effort and additional resources to ensure the continuing
adequacy of its financial controls, operating procedures, information systems,
product purchasing, warehousing and distribution systems and employee training
programs. The Company cannot predict whether it will be able to effectively
manage these increased demands or respond on a timely basis to the changing
demands that the planned expansion will impose on the management, information
systems and financial controls. If the Company fails to continue to add
management personnel or to improve the management information systems and
financial controls or if it encounters unexpected difficulties during expansion,
the business, financial condition, operating results or cash flows could be
materially adversely affected.


ITEM 3 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of March 31, 2006, 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.

                                       13
<PAGE>

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.





                                       14
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1 LEGAL PROCEEDINGS

On September 6, 2002, a franchisee of the Company filed a complaint in the
Alameda County Superior Court and a First Amended Complaint on October 8, 2002
alleging violations of the California Franchise Investment Law. The Lawsuit has
been settled with Pickups Plus paying claims in the amount of $35,000, with
$10,000 paid in 2004 and $20,000 paid in 2005. The remaining balance of $5,000
is still owed at this time. The franchise in California has been terminated.

On March 15, 2002, an action was filed against the Company in the Delaware
Circuit Court No. 4, Muncie, Indiana, by the sellers of the Company's store at
that location. The plaintiffs entered into an agreement to sell certain assets
to the Company and are seeking to have such agreement enforced in certain
respects. The lawsuit was settled out of court on August 3, 2004, with Pickups
Plus agreeing to pay $45,445 plus interest over a two-year period. The scheduled
payments in 2005 were made. The remaining balance of $24,676 is still owed at
this time.

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

Other than as stated above, there is no current outstanding litigation in which
we are involved in other than routine litigation incidental to our ongoing
business.

ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS

During the first quarter of 2006, the Company issued the following shares of its
common stock that were not already registered under the Securities Act of 1933,
as amended. The Company issued 500,000 shares of restricted stock to John
Fitzgerald in exchange for $2,000 due him for professional services rendered.
The Company issued 14,791,888 shares of restricted stock to certain members of
management, including Merritt Jesson, Bob White and Sean Hayes in exchange for
$59,168 due them for professional services rendered. We believe such issuances
were exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5 OTHER INFORMATION

Not applicable

ITEM 6 EXHIBITS

(a) Exhibits.
31.1        Certification by Chief Executive Officer pursuant to 15 U.S.C.
            Section 7241, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.
31.2        Certification by Chief Financial Officer pursuant to 15 U.S.C.
            Section 7241, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002.
32.1        Certification by Chief Executive Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.
32.2        Certification by Chief Executive Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.




                                       15
<PAGE>

                                   SIGNATURES

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

                               PICK UPS PLUS, INC.





                             By: /s/ Merritt Jesson
                                -------------------------------
                             Merritt Jesson
                             Chief Executive Officer, President

Dated: May 22, 2006



                                       16