================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

     Delaware                                      31-12440524
--------                                           ---------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
   incorporation  or  organization)

                              5181 Natorp Boulevard
                                    Suite 530
                               Mason, Ohio  54040
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                         Commission File No.:  000-28255

                           Legal Services Agreement
                               -----------------
                            (Full title of the plan)

                              5181 Natorp Boulevard
                                    Suite 530
                               Mason, Ohio  54040
                        ---------------------------------
                     (Name and address of agent for service)

                                 (513) 398-4344
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                      Proposed      Proposed
Title  of             Amount        Maximum           Maximum       Amount  of
Securities  to        to  be        Offering Price    Aggregate    Registration
Be  Registered        Registered    Per  Share  (1) Offering Price  (1) Fee
----------------     -----------    -----------     -------------- ------------
Common  Stock,          750,000       $0.06          $45,000          $11.92
par  value  $.0001
per  share
-----------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock,  as  reported  by  the  OTC  Bulletin  Board,  on  April  17,  2002
-----------------------------------------------------------------------------
================================================================================

<PAGE>

EXPLANATORY  NOTE
----------------

In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
        -----------------------------------------------

     The  following  documents  previously filed with the Commission pursuant to
the  1934  Act  are  hereby  incorporated  in  this  prospectus  by  reference:

     1.     Pick-Ups  Plus,  Inc.'s  Annual  Report  on Form 10-KSB for the year
ended  December  31,  2001;

     2.     Pick-Ups  Plus,  Inc.'s  Quarterly  Report  on  Form  10-QSB for the
quarter  ended  September  30,  2001;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  May  11,  1999.

     All  documents  filed  by  Pick-Ups  Plus, Inc., pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this prospectus and
prior to the termination of this offering, shall be deemed to be incorporated by
reference into this prospectus.  Any information incorporated by reference shall
be  modified or superseded by any information contained in this prospectus or in
any other document filed later with the Commission, which modifies or supersedes
such information.  Any information that is modified or superseded shall become a
part  of  this prospectus as the information has been so modified or superseded.

We will provide without charge to each person to whom a prospectus is delivered,
upon  written  or  oral  request  of  such  person, a copy of any and all of the
information  that  has  been  incorporated  by  reference  in  this  prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference into such documents).  Please direct such requests to John Fitzgerald,
President,  5181 Natorp Boulevard, Suite 530. Mason, Ohio  54040 (513) 398-4344.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration  Statement  and  prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.

     Any  statement  contained  in  any  document  incorporated  or deemed to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes  of  this  Registration  Statement  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  modified  or  superseded,  to constitute a part of this Registration
Statement.


ITEM  4.  DESCRIPTION  OF  SECURITIES
        -------------------------
The  authorized  capital  stock  of  Registrant  consists of one hundred million
shares  (100,000,000),  par  value  $.001 per share, all of which are designated
Common  Stock  par  value  $.001  per  share.  As  of April 12, 2002, there were
60,181,497  shares of Common Stock issued and outstanding. The holders of shares
of Common Stock of the Registrant are entitled to dividends when and as declared
by  the  Board  of  Directors  from  funds legally available therefore and, upon
liquidation, are entitled to share pro rata in any distribution to shareholders.
Holders  of  the  Common Stock have one non-cumulative vote for each share held.
There  are  no preemptive, conversion or redemption privileges, nor sinking fund
provisions,  with  respect to the Common Stock. Stockholders are entitled to one
vote of each share of Common Stock held of record on matters submitted to a vote
of  stockholders.  The Common Stock does not have cumulative voting rights. As a
result,  the  holders  of more than 50% of the shares of Common Stock voting for
the  election  of  directors can elect all of the directors if they choose to do
so, and, in such event, the holders of the remaining shares of Common Stock will
not  be  able  to  elect  any  person  or  persons  to the board of directors of
Registrant.  The  Registrant  has  five  million (5,000,000) shares of Preferred
Stock  authorized  at  $1.00  par  value  of  which  none  are  outstanding.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
          --------------------------------------

     Not  Applicable


ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
           -----------------------------------------

     The  Company is a Delaware corporation. Reference is made to Section 145 of
the  Delaware  General  Corporation  Law  (the  "DGCL"),  which  provides that a
corporation  may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or  is  or  was  serving  at  the  request of such
corporation  as  an officer, director, employee, or agent of another corporation
or  enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer,  director,  employee,  or  agent acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the corporation's best interests
and,  with  respect  to criminal proceedings, had no reasonable cause to believe
that  his conduct was unlawful.

     Section  145  of  the DGCL provides further that a Delaware corporation may
indemnify  officers  and  directors  in  an  action  by  or  in the right of the
corporation  under  the  same  conditions,  except  that  no  indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable  to  the  corporation.  Where an officer or director is successful on the
merits  or otherwise in the defense of any action referred to above or any claim
therein,  the  corporation  must  indemnify  him  against the expenses that such
officer  or  director  actually  and  reasonably  incurred.  The  certificate of
incorporation  of  the  Company provides for indemnification of its officers and
directors  to  the  full  extent  permitted  by  the  DGCL.

     The  certificate  of  incorporation  also  provides  that  directors of the
Company  will  not  be  personally  liable  for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of  the  director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of  law, (iii) for unlawful payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for  any  transaction  from  which  the  director  derived  an improper personal
benefit.

     INSOFAR  AS  INDEMNIFICATION  FOR  LIABILITIES ARISING UNDER THE SECURITIES
ACT,  MAY  BE  PERMITTED  TO  DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF ICY
SPLASH  PURSUANT  TO THE FOREGOING PROVISIONS, OR OTHERWISE, PICK-UPS PLUS, INC.
HAS BEEN ADVISED THAT SUCH INDEMNIFICATION, IN THE OPINION OF THE COMMISSION, IS
AGAINST  PUBLIC  POLICY  AS  EXPRESSED  IN THE SECURITIES ACT AND IS, THEREFORE,
UNENFORCEABLE.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
        -----------------------------------

         Not  applicable


ITEM  8.  EXHIBITS.
        --------

3.1      Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2      By-laws  of  the  Company,  as  amended  (1)
5.1      Opinion  of  Michael  S.  Krome,  Esq.
10.1     Legal Services Agreement between  Seth  A. Farbman, P.C, and
         Pick-Ups Plus,  Inc.,  dated  April  12,  2002
23.1     Consent  of  Lazar  Levine  &  Felix,  LLP,  Independent  Auditor
23.2     Consent  of  Michael  S.  Krome,  Esq.  (included  in  Exhibit  5.1)

(1)     Incorporated  by  reference from the Company's Registration Statement on
Form  SB-2,  filed  with  the  Commission on May 11, 1999, or thereafter, and as
amended  thereafter,  and  incorporated  herein  by  reference.


ITEM  9.  UNDERTAKINGS.

         The  undersigned  the  Company  hereby  undertakes:

         (a)(1)  To  file,  during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933  (the  "Securities  Act");

          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  the  registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represents a fundamental change in the information set forth in the registration
statement;

          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.

          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs  is  contained  in  periodic  reports filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by  reference  in  the  registration  statement.

          (2)  That,  for  the  purpose  of  determining any liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

     (b)  The  undersigned  the  Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is  against  pubic  policy  as  expressed  in  the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.


SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  hereunto duly
authorized,  in  the  City  of  Mason,  State  of  Ohio  on  April  16,  2002.

                                   Pick-Ups  Plus,  Inc.

                                   By:   /s/  John  Fitzgerald
                                   ------------------------------
                                   John  Fitzgerald,  President



KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and  appoints John Fitzgerald, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all  capacities,  to  sign any or all amendments to this Registration Statement,
and  to  file  the  same,  with  all  exhibits  thereto,  and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and  every  act  and  thing  requisite and necessary to be done in and about the
premises,  as  fully  to  all  intents  and  purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that said attorney-in-fact and
agent,  or his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has  been signed below by the following persons in the capacities and
on  the  date  indicated:

Signature                    Title                         Date
----------                   -----                         ----

/s/  John  Fitzgerald          President and Director          April 16, 2002
-------------------
     John  Fitzgerald

/s/  Robert  White             Director                        April 16, 2002
-------------------
     Robert  White




EXHIBITS

3.1      Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2      By-laws  of  the  Company,  as  amended  (1)
5.1      Opinion  of  Michael  S.  Krome,  Esq.
10.1     Legal Services Agreement between  Seth  A. Farbman, P.C, and
         Pick-Ups Plus, Inc.,  dated  April  12,  2002
23.1     Consent  of  Lazar  Levine  &  Felix,  LLP,  Independent  Auditor
23.2     Consent  of  Michael  S.  Krome,  Esq.  (included  in  Exhibit  5.1)

(1)     Incorporated  by  reference from the Company's Registration Statement on
Form  SB-2,  filed  with  the  Commission on May 11, 1999, or thereafter, and as
amended  thereafter,  and  incorporated  herein  by  reference.






<PAGE>
OPINION  OF  MICHAEL  S.  KROME
Exhibit  5.1



                             MICHAEL S. KROME, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York  11755
                                 (631) 737-8381


                               April  16,  2002


Board  of  Directors
Pick-Ups  Plus,  Inc.
5181  Natorp  Boulevard
Suite  530
Mason,  Ohio  54040

Dear  Sirs:

     You have requested an opinion with respect to certain matters in connection
with  the  filing  by  Pick-Ups  Plus,  Inc.,  (the "Company") of a Registration
Statement  on  Form  S-8  (the "Registration Statement") with the Securities and
Exchange  Commission,  covering  the  registration  of 750,000 shares, par value
$0.001  per  share  (the  "Shares"), for issuance pursuant to various agreements
between  the  Company  and  the  holders  of  the  shares  specified  below.

     The  shares to be covered by the Form S-8 are issued pursuant to a Retainer
Agreement between Seth A. Farbman, P.C, and Pick-Ups Plus, Inc., dated April 12,
2002.  Pursuant  to  said agreement, 750,000 shares are to be issued in exchange
for  certain  services  to  be  performed  by  Seth  A.  Farbman:

     In  connection  with  this  opinion,  we  have examined and relied upon the
Company's  Certificate of Incorporation and By-Laws, the Minutes of the Meetings
of  the  Board  of Directors of the Company as well as the originals and copies,
certified to my satisfaction, of such records, documents certificates, memoranda
and  other  instruments as in my judgment are necessary or appropriate to enable
me  to render the opinion contained herein.  We have assumed the genuineness and
authenticity  of  all  documents  submitted  as originals, the conformity to the
originals  of  all  documents  submitted  to  me  as  copies thereof and the due
execution,  delivery  or  filing of documents, where such execution, delivery or
filling  are  a  prerequisite  to  the  effectiveness  thereof.

     We  have  also  reviewed  the  previous filings of the Company, and for the
purposes  of  this  opinion  have relied upon the representations of the Company
that  it  is  current  in its filings and that the filings are true and accurate
representations  of  the state of the Company when the documents were filed.  In
addition,  it  has  been represented by the shareholders being issued shares and
states  in any agreements, that none of the shares are being issued for services
in  connection  with  any offer or sale of securities in a capital raising or to
directly  or  indirectly  maintain  a  market  for the securities of the Company

     On  the  basis  of  the  foregoing,  and in reliance thereon, we are of the
opinion  that  the  Shares,  when  issued  in  accordance  with the Registration
Statement  and  the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and  do  not  need  to  bear  a  restrictive  legend  upon  them.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very  truly  yours,


                                        Michael  S.  Krome



<PAGE>
Exhibit  10.1

[LETTERHEAD]

     April  12,  2002


Via  Electronic  Mail
---------------------
Pick  Ups  Plus,  Inc.
Attention:  John  Fitzgerald


         Re:  Legal  services  agreement -
              Pick Ups Plus, Inc. (the "Company")


Dear  John,

     As  per  our  discussion,  this  letter  shall  serve  to confirm that Seth
Farbman,  a  principal  of Seth A. Farbman, P.C. shall receive 750,000 shares of
the Company's common stock for legal services rendered to the Company. The legal
services  for which these shares are being issued are not in connection with any
offer  or  sale  of securities in a capital raising transaction and Seth Farbman
does  not directly or indirectly promote or maintain a market for the securities
of  the  Company.


                                        Very  truly  yours,


AGREED  AND  ACCEPTED                   /s/  Seth  A.  Farbman
                                        Seth  A.  Farbman

/s/ John Fitzgerald
______________________
John  Fitzgerald,  President


<PAGE>
EXHIBIT  23.1

CONSENT  OF  CERTIFIED  PUBLIC  ACCOUNTANTS



We  consent  to  the incorporation by reference in the registration statement of
Pick-Ups  Plus,  Inc. (the "Company") on Form S-8 for the registering of 750,000
shares  of common stock, of our report dated April 3, 2002, on our audits of the
financial  statements  of the Company as of December 31, 2001 and 2000, and for
each  of  the years in the two year period ended December 31, 2001, which report
is  included  in  the  Company's  Annual  Report  on  Form  10-KSB.




/s/  Lazar  Levine  &  Felix,  LLP,
New  York,  New  York
April  17,  2002
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 23391}]
{"company-data": {"conformed-name": "PICK UPS PLUS INC", "cik": "0001074961", "assigned-sic": "6794", "irs-number": "311240524"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86464", "film-number": "02614002"}, "business-address": {"street1": "3532 IRVIN SIMPSON RD", "city": "MASON", "state": "OH", "zip": "45040", "phone": "5133984344"}, "mail-address": {"street1": "3532 IRWIN SIMPSON RD", "city": "MASON", "state": "OH", "zip": "45040"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  -------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

     Delaware                                      31-12440524
--------                                           ---------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
   incorporation  or  organization)

                              5181 Natorp Boulevard
                                    Suite 530
                               Mason, Ohio  54040
                       -----------------------------------
                (Address of Principal Executive Office) (Zip Code)

                         Commission File No.:  000-28255

                           Legal Services Agreement
                               -----------------
                            (Full title of the plan)

                              5181 Natorp Boulevard
                                    Suite 530
                               Mason, Ohio  54040
                        ---------------------------------
                     (Name and address of agent for service)

                                 (513) 398-4344
                          ----------------------------
          (Telephone number, including area code, of agent for service)
                                  -------------

                         CALCULATION OF REGISTRATION FEE
================================================================================
                      Proposed      Proposed
Title  of             Amount        Maximum           Maximum       Amount  of
Securities  to        to  be        Offering Price    Aggregate    Registration
Be  Registered        Registered    Per  Share  (1) Offering Price  (1) Fee
----------------     -----------    -----------     -------------- ------------
Common  Stock,          750,000       $0.06          $45,000          $11.92
par  value  $.0001
per  share
-----------------------------------------------------------------------------
(1)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
registration  fee pursuant to Rule 457, based on the closing price of the Common
Stock,  as  reported  by  the  OTC  Bulletin  Board,  on  April  17,  2002
-----------------------------------------------------------------------------
================================================================================
EXPLANATORY  NOTE
----------------

In  accordance  with the instructional Note to Part 1 of Form S-8 as promulgated
by  the  Securities and Exchange Commission, the information specified by Part 1
of  Form  S-8  has been omitted from this Registration Statement on Form S-8 for
offers  of  Common  Stock  pursuant  to  the  Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  CERTAIN  DOCUMENTS  BY  REFERENCE.
        -----------------------------------------------

     The  following  documents  previously filed with the Commission pursuant to
the  1934  Act  are  hereby  incorporated  in  this  prospectus  by  reference:

     1.     Pick-Ups  Plus,  Inc.'s  Annual  Report  on Form 10-KSB for the year
ended  December  31,  2001;

     2.     Pick-Ups  Plus,  Inc.'s  Quarterly  Report  on  Form  10-QSB for the
quarter  ended  September  30,  2001;  and

     3.     All  reports  filed by Registrant pursuant to Section 13(a) or 15(d)
of  the  Exchange  Act  since  May  11,  1999.

     All  documents  filed  by  Pick-Ups  Plus, Inc., pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this prospectus and
prior to the termination of this offering, shall be deemed to be incorporated by
reference into this prospectus.  Any information incorporated by reference shall
be  modified or superseded by any information contained in this prospectus or in
any other document filed later with the Commission, which modifies or supersedes
such information.  Any information that is modified or superseded shall become a
part  of  this prospectus as the information has been so modified or superseded.

We will provide without charge to each person to whom a prospectus is delivered,
upon  written  or  oral  request  of  such  person, a copy of any and all of the
information  that  has  been  incorporated  by  reference  in  this  prospectus
(excluding  exhibits  unless  such  exhibits  are  specifically  incorporated by
reference into such documents).  Please direct such requests to John Fitzgerald,
President,  5181 Natorp Boulevard, Suite 530. Mason, Ohio  54040 (513) 398-4344.

     All documents filed by the Company with the Commission pursuant to Sections
13(a),  13(c),  14  or  15(d)  of  the  Exchange  Act  after  the  date  of this
Registration  Statement  and  prior to the time a post-effective amendment which
indicates that the securities offered hereby have been sold or which deregisters
all  securities  then  remaining  unsold,  shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of  filing  of  such  documents.

     Any  statement  contained  in  any  document  incorporated  or deemed to be
incorporated  by  reference  herein shall be deemed to be modified or superseded
for  purposes  of  this  Registration  Statement  to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed  to  be  incorporated  by  reference  herein  modifies or supersedes such
statement.  Any  such  statement  so modified or superseded shall not be deemed,
except  as  modified  or  superseded,  to constitute a part of this Registration
Statement.

ITEM  4.  DESCRIPTION  OF  SECURITIES
        -------------------------
The  authorized  capital  stock  of  Registrant  consists of one hundred million
shares  (100,000,000),  par  value  $.001 per share, all of which are designated
Common  Stock  par  value  $.001  per  share.  As  of April 12, 2002, there were
60,181,497  shares of Common Stock issued and outstanding. The holders of shares
of Common Stock of the Registrant are entitled to dividends when and as declared
by  the  Board  of  Directors  from  funds legally available therefore and, upon
liquidation, are entitled to share pro rata in any distribution to shareholders.
Holders  of  the  Common Stock have one non-cumulative vote for each share held.
There  are  no preemptive, conversion or redemption privileges, nor sinking fund
provisions,  with  respect to the Common Stock. Stockholders are entitled to one
vote of each share of Common Stock held of record on matters submitted to a vote
of  stockholders.  The Common Stock does not have cumulative voting rights. As a
result,  the  holders  of more than 50% of the shares of Common Stock voting for
the  election  of  directors can elect all of the directors if they choose to do
so, and, in such event, the holders of the remaining shares of Common Stock will
not  be  able  to  elect  any  person  or  persons  to the board of directors of
Registrant.  The  Registrant  has  five  million (5,000,000) shares of Preferred
Stock  authorized  at  $1.00  par  value  of  which  none  are  outstanding.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL
          --------------------------------------

     Not  Applicable

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.
           -----------------------------------------

     The  Company is a Delaware corporation. Reference is made to Section 145 of
the  Delaware  General  Corporation  Law  (the  "DGCL"),  which  provides that a
corporation  may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action,  suit  or  proceeding,  whether  civil,  criminal,  administrative  or
investigative  (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee, or
agent  of  such  corporation  or  is  or  was  serving  at  the  request of such
corporation  as  an officer, director, employee, or agent of another corporation
or  enterprise.  The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding, provided such
officer,  director,  employee,  or  agent acted in good faith and in a manner he
reasonably  believed to be in or not opposed to the corporation's best interests
and,  with  respect  to criminal proceedings, had no reasonable cause to believe
that  his conduct was unlawful.

     Section  145  of  the DGCL provides further that a Delaware corporation may
indemnify  officers  and  directors  in  an  action  by  or  in the right of the
corporation  under  the  same  conditions,  except  that  no  indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable  to  the  corporation.  Where an officer or director is successful on the
merits  or otherwise in the defense of any action referred to above or any claim
therein,  the  corporation  must  indemnify  him  against the expenses that such
officer  or  director  actually  and  reasonably  incurred.  The  certificate of
incorporation  of  the  Company provides for indemnification of its officers and
directors  to  the  full  extent  permitted  by  the  DGCL.

     The  certificate  of  incorporation  also  provides  that  directors of the
Company  will  not  be  personally  liable  for monetary damages for breach of a
director's fiduciary duty as a director, except for liability (i) for any breach
of  the  director's duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation  of  law, (iii) for unlawful payment of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL, or (iv)
for  any  transaction  from  which  the  director  derived  an improper personal
benefit.

     INSOFAR  AS  INDEMNIFICATION  FOR  LIABILITIES ARISING UNDER THE SECURITIES
ACT,  MAY  BE  PERMITTED  TO  DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF ICY
SPLASH  PURSUANT  TO THE FOREGOING PROVISIONS, OR OTHERWISE, PICK-UPS PLUS, INC.
HAS BEEN ADVISED THAT SUCH INDEMNIFICATION, IN THE OPINION OF THE COMMISSION, IS
AGAINST  PUBLIC  POLICY  AS  EXPRESSED  IN THE SECURITIES ACT AND IS, THEREFORE,
UNENFORCEABLE.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.
        -----------------------------------

         Not  applicable

ITEM  8.  EXHIBITS.
        --------

3.1      Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2      By-laws  of  the  Company,  as  amended  (1)
5.1      Opinion  of  Michael  S.  Krome,  Esq.
10.1     Legal Services Agreement between  Seth  A. Farbman, P.C, and
         Pick-Ups Plus,  Inc.,  dated  April  12,  2002
23.1     Consent  of  Lazar  Levine  &  Felix,  LLP,  Independent  Auditor
23.2     Consent  of  Michael  S.  Krome,  Esq.  (included  in  Exhibit  5.1)

(1)     Incorporated  by  reference from the Company's Registration Statement on
Form  SB-2,  filed  with  the  Commission on May 11, 1999, or thereafter, and as
amended  thereafter,  and  incorporated  herein  by  reference.

ITEM  9.  UNDERTAKINGS.

         The  undersigned  the  Company  hereby  undertakes:

         (a)(1)  To  file,  during any period in which offers or sales are being
made,  a  post-effective  amendment  to  this  registration  statement:
(i)     To include any prospectus required by Section 10(a)(3) of the Securities
Act  of  1933  (the  "Securities  Act");

          (ii)     To  reflect  in  the  prospectus  any facts or events arising
after  the  effective  date  of  the  registration statement (or the most recent
post-effective  amendment  thereof)  which,  individually  or  in the aggregate,
represents a fundamental change in the information set forth in the registration
statement;

          (iii)  To include any material information with respect to the plan of
distribution  not  previously  disclosed  in  the  registration statement or any
material  change  to  such  information  in  the  registration  statement.

          PROVIDED,  HOWEVER,  that  paragraphs  (a)(1)(i) and (a)(1)(ii) do not
apply  if  the information required to be included in a post-effective amendment
by  those  paragraphs  is  contained  in  periodic  reports filed by the Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated  by  reference  in  the  registration  statement.

          (2)  That,  for  the  purpose  of  determining any liability under the
Securities  Act,  each such post-effective amendment shall be deemed to be a new
registration  statement  relating  to  the  securities  offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the  offering.

     (b)  The  undersigned  the  Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant  to  Section 13(a) or Section 15(d) of the Exchange Act
(and,  where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that  in  the  opinion  of  the Securities and Exchange Commission such
indemnification  is  against  pubic  policy  as  expressed  in  the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company in the
successful  defense  of  any  action,  suit  or  proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the  Company  will, unless in the opinion of its counsel the matter
has  been  settled  by  controlling  precedent, submit to a court of appropriate
jurisdiction  the  question whether such indemnification by it is against public
policy  as  expressed  in  the  Securities Act and will be governed by the final
adjudication  of  such  issue.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  hereunto duly
authorized,  in  the  City  of  Mason,  State  of  Ohio  on  April  16,  2002.

                                   Pick-Ups  Plus,  Inc.

                                   By:   /s/  John  Fitzgerald
                                   ------------------------------
                                   John  Fitzgerald,  President

KNOW  ALL  MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes  and  appoints John Fitzgerald, his attorney-in-fact and agent, with
full power of substitution, for him and in his name, place and stead, in any and
all  capacities,  to  sign any or all amendments to this Registration Statement,
and  to  file  the  same,  with  all  exhibits  thereto,  and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said  attorney-in-fact and agent full power and authority to do and perform each
and  every  act  and  thing  requisite and necessary to be done in and about the
premises,  as  fully  to  all  intents  and  purposes as he might or could do in
person,  hereby  ratifying  and  confirming  all  that said attorney-in-fact and
agent,  or his substitute or substitutes, may lawfully do or cause to be done by
virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has  been signed below by the following persons in the capacities and
on  the  date  indicated:

Signature                    Title                         Date
----------                   -----                         ----

/s/  John  Fitzgerald          President and Director          April 16, 2002
-------------------
     John  Fitzgerald

/s/  Robert  White             Director                        April 16, 2002
-------------------
     Robert  White

EXHIBITS

3.1      Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.2      By-laws  of  the  Company,  as  amended  (1)
5.1      Opinion  of  Michael  S.  Krome,  Esq.
10.1     Legal Services Agreement between  Seth  A. Farbman, P.C, and
         Pick-Ups Plus, Inc.,  dated  April  12,  2002
23.1     Consent  of  Lazar  Levine  &  Felix,  LLP,  Independent  Auditor
23.2     Consent  of  Michael  S.  Krome,  Esq.  (included  in  Exhibit  5.1)

(1)     Incorporated  by  reference from the Company's Registration Statement on
Form  SB-2,  filed  with  the  Commission on May 11, 1999, or thereafter, and as
amended  thereafter,  and  incorporated  herein  by  reference.
OPINION  OF  MICHAEL  S.  KROME
Exhibit  5.1

                             MICHAEL S. KROME, P.C.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York  11755
                                 (631) 737-8381

                               April  16,  2002

Board  of  Directors
Pick-Ups  Plus,  Inc.
5181  Natorp  Boulevard
Suite  530
Mason,  Ohio  54040

Dear  Sirs:

     You have requested an opinion with respect to certain matters in connection
with  the  filing  by  Pick-Ups  Plus,  Inc.,  (the "Company") of a Registration
Statement  on  Form  S-8  (the "Registration Statement") with the Securities and
Exchange  Commission,  covering  the  registration  of 750,000 shares, par value
$0.001  per  share  (the  "Shares"), for issuance pursuant to various agreements
between  the  Company  and  the  holders  of  the  shares  specified  below.

     The  shares to be covered by the Form S-8 are issued pursuant to a Retainer
Agreement between Seth A. Farbman, P.C, and Pick-Ups Plus, Inc., dated April 12,
2002.  Pursuant  to  said agreement, 750,000 shares are to be issued in exchange
for  certain  services  to  be  performed  by  Seth  A.  Farbman:

     In  connection  with  this  opinion,  we  have examined and relied upon the
Company's  Certificate of Incorporation and By-Laws, the Minutes of the Meetings
of  the  Board  of Directors of the Company as well as the originals and copies,
certified to my satisfaction, of such records, documents certificates, memoranda
and  other  instruments as in my judgment are necessary or appropriate to enable
me  to render the opinion contained herein.  We have assumed the genuineness and
authenticity  of  all  documents  submitted  as originals, the conformity to the
originals  of  all  documents  submitted  to  me  as  copies thereof and the due
execution,  delivery  or  filing of documents, where such execution, delivery or
filling  are  a  prerequisite  to  the  effectiveness  thereof.

     We  have  also  reviewed  the  previous filings of the Company, and for the
purposes  of  this  opinion  have relied upon the representations of the Company
that  it  is  current  in its filings and that the filings are true and accurate
representations  of  the state of the Company when the documents were filed.  In
addition,  it  has  been represented by the shareholders being issued shares and
states  in any agreements, that none of the shares are being issued for services
in  connection  with  any offer or sale of securities in a capital raising or to
directly  or  indirectly  maintain  a  market  for the securities of the Company

     On  the  basis  of  the  foregoing,  and in reliance thereon, we are of the
opinion  that  the  Shares,  when  issued  in  accordance  with the Registration
Statement  and  the Consulting Agreement, or Retainer Agreement, will be validly
issued, fully paid and non-assessable shares of the Common Stock of the Company,
and  do  not  need  to  bear  a  restrictive  legend  upon  them.

     We  consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                        Very  truly  yours,

                                        Michael  S.  Krome
Exhibit  10.1

[LETTERHEAD]

     April  12,  2002

Via  Electronic  Mail
---------------------
Pick  Ups  Plus,  Inc.
Attention:  John  Fitzgerald

         Re:  Legal  services  agreement -
              Pick Ups Plus, Inc. (the "Company")

Dear  John,

     As  per  our  discussion,  this  letter  shall  serve  to confirm that Seth
Farbman,  a  principal  of Seth A. Farbman, P.C. shall receive 750,000 shares of
the Company's common stock for legal services rendered to the Company. The legal
services  for which these shares are being issued are not in connection with any
offer  or  sale  of securities in a capital raising transaction and Seth Farbman
does  not directly or indirectly promote or maintain a market for the securities
of  the  Company.

                                        Very  truly  yours,

AGREED  AND  ACCEPTED                   /s/  Seth  A.  Farbman
                                        Seth  A.  Farbman

/s/ John Fitzgerald
______________________
John  Fitzgerald,  President
EXHIBIT  23.1

CONSENT  OF  CERTIFIED  PUBLIC  ACCOUNTANTS

We  consent  to  the incorporation by reference in the registration statement of
Pick-Ups  Plus,  Inc. (the "Company") on Form S-8 for the registering of 750,000
shares  of common stock, of our report dated April 3, 2002, on our audits of the
financial  statements  of the Company as of December 31, 2001 and 2000, and for
each  of  the years in the two year period ended December 31, 2001, which report
is  included  in  the  Company's  Annual  Report  on  Form  10-KSB.

/s/  Lazar  Levine  &  Felix,  LLP,
New  York,  New  York
April  17,  2002