================================================================================
                       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

                 Consulting Agreement and Employee Compensation
                                -----------------
                            (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,      4,150,000     $0.16               $664,000       $175.30
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  May  22,  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  March  31,  2002;  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 December 31, 2001, there were
twenty  million  nine  hundred  ninety-eight  thousand  five  hundred  and seven
(20,998,507)  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  $.001  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 Pick-Ups
Plus,  Inc.,  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     Amendment,  dated  as  of  May  23,  2002,  to the Consulting Agreement
         between Pick-Ups Plus, Inc., and Professional Management and
         Consulting Services Group,  Inc.,  dated  March  14,  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  May  23,  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
----------                     -----                         ----
(1)  Principal  Executive

/s/     John  Fitzgerald     President  and  Director           May 23, 2002
-------------------
     John  Fitzgerald

(2)  Directors

/s/     John  Fitzgerald          Director                     May  23,  2002
-------------------
     John  Fitzgerald

/s/     Bob  White                Director                     May  23,  2002
-------------------
     Bob  White



EXHIBIT  INDEX

EXHIBIT
NUMBER           DESCRIPTION
-------          -----------
3.3     Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.4     By-laws  of  the  Company,  as  amended  (1)
5.2     Opinion  of  Michael  S.  Krome,  Esq.
10.1    Amendment,  dated  as  of  May  23,  2002,  to the Consulting Agreement
        between Pick-Ups Plus, Inc., and Professional Management and Consulting
        Services Group,  Inc.,  dated  March  14,  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


                                        May  23,  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 4,150,000 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 an
Amendment,  dated  May 23, 2002, to the Consulting Agreement between the Company
and  Professional  Management  and  Consulting Services Group, Inc., dated as of
March  14,  2002.  Pursuant  to  said agreement, that shares are to be issued to
specific  individuals  in  exchange  for  certain  services  to  be performed by
Professional Management and Consulting Services Group, Inc., to the Company, and
issued  as  follows:

1.     1,000,0000  shares  for  Merrit  Jesson;
2.     150,000  shares  in  the  name  of  Donald  Quarterman;  and
3.     3,000,000  shares  for  Jay  W.  Doyle.

     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


                        AMENDMENT TO CONSULTING AGREEMENT
                        ---------------------------------


     The  CONSULTING  AGREEMENT ("Agreement") dated as of the March 14, 2002, by
                                  ---------
and  between  PROFESSIONAL  MANAGEMENT  AND  CONSULTING SERVICES GROUP, INC., of
Tampa,  Florida  ("PMCS"),  and PICK-UPS PLUS, INC., a Delaware corporation with
                   ----
its  principal  place  of  business  in  Mason,  Ohio (the "Company"), is hereby
                                                            -------
amended  as  follows:

     This  Amendment  to  the  Agreement  will  supercede, replace and amend the
Agreement  only  as  specifically set forth herein.  All other provisions of the
Agreement  shall  remain  in  full  force  and  effect.

     The  parties hereto agree, effective immediately, upon execution, PMCS will
no  longer  be  providing  the  following  services outlined in Exhibit A of the
Agreement.  The  following  services  are  to  be  deleted  from  Exhibit  A:

          "Construction  Management  Services"
          "Contracting  Services"


     Section  2.  COMPENSATION.  Shall  be  amended  as  follows:
                  ------------

     2.     COMPENSATION.  As  consideration  for the services to be rendered by
            ------------
PMCS  under  this  Agreement,  the Company agrees to compensate PMCS as follows:

     (a)     Stock.  As consideration for its Consulting Services (as defined in
             -----
Exhibit  A  to  the Agreement), PMCS shall be compensated with the Three Million
----------
(3,000,000)  shares  of  the  common stock of the Company (the "Common Shares"),
--                                                              -------------
previously  issued  by  the  Company.  Additionally,  in  consideration  of  the
agreement  by  the  parties  to  delete  the  fees  for "Construction Management
Services"  and  "Contracting  Services", as set forth in the original Agreement,
which fees were expected to be substantial and considerable by both parties, the
Company shall issue to PMCS, Four Million One Hundred Fifty Thousand (4,150,000)
shares  of  the  common  stock  of  the  Company  (the  "Shares").
                                                         ------

          (b)     deleted
          (c)     omitted  from  original  Agreement
          (d)     deleted



                            [Signature page follows.]

<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as
of  the  date  first  above  written.

     THE  COMPANY
Pick-Ups  Plus,  Inc.

By:     ____________________________________
     John  Fitzgerald,  Its  President
President


     PMCS

     ___________________________________
Merritt  W.  Jesson,  Its  President


<PAGE>

EXHIBIT  23.1

CONSENT  OF  INDEPENDENT  AUDITOR



                            Lazar Levine & Felix, LLP.



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 4,150,000
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
May  23,  2002
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 26192}]
{"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": "333-89036", "film-number": "02662062"}, "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

                 Consulting Agreement and Employee Compensation
                                -----------------
                            (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,      4,150,000     $0.16               $664,000       $175.30
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  May  22,  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  March  31,  2002;  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 December 31, 2001, there were
twenty  million  nine  hundred  ninety-eight  thousand  five  hundred  and seven
(20,998,507)  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  $.001  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 Pick-Ups
Plus,  Inc.,  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     Amendment,  dated  as  of  May  23,  2002,  to the Consulting Agreement
         between Pick-Ups Plus, Inc., and Professional Management and
         Consulting Services Group,  Inc.,  dated  March  14,  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  May  23,  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
----------                     -----                         ----
(1)  Principal  Executive

/s/     John  Fitzgerald     President  and  Director           May 23, 2002
-------------------
     John  Fitzgerald

(2)  Directors

/s/     John  Fitzgerald          Director                     May  23,  2002
-------------------
     John  Fitzgerald

/s/     Bob  White                Director                     May  23,  2002
-------------------
     Bob  White

EXHIBIT  INDEX

EXHIBIT
NUMBER           DESCRIPTION
-------          -----------
3.3     Articles  of  Incorporation  of  the  Company,  as  amended  (1)
3.4     By-laws  of  the  Company,  as  amended  (1)
5.2     Opinion  of  Michael  S.  Krome,  Esq.
10.1    Amendment,  dated  as  of  May  23,  2002,  to the Consulting Agreement
        between Pick-Ups Plus, Inc., and Professional Management and Consulting
        Services Group,  Inc.,  dated  March  14,  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

                                        May  23,  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 4,150,000 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 an
Amendment,  dated  May 23, 2002, to the Consulting Agreement between the Company
and  Professional  Management  and  Consulting Services Group, Inc., dated as of
March  14,  2002.  Pursuant  to  said agreement, that shares are to be issued to
specific  individuals  in  exchange  for  certain  services  to  be performed by
Professional Management and Consulting Services Group, Inc., to the Company, and
issued  as  follows:

1.     1,000,0000  shares  for  Merrit  Jesson;
2.     150,000  shares  in  the  name  of  Donald  Quarterman;  and
3.     3,000,000  shares  for  Jay  W.  Doyle.

     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

                        AMENDMENT TO CONSULTING AGREEMENT
                        ---------------------------------

     The  CONSULTING  AGREEMENT ("Agreement") dated as of the March 14, 2002, by
                                  ---------
and  between  PROFESSIONAL  MANAGEMENT  AND  CONSULTING SERVICES GROUP, INC., of
Tampa,  Florida  ("PMCS"),  and PICK-UPS PLUS, INC., a Delaware corporation with
                   ----
its  principal  place  of  business  in  Mason,  Ohio (the "Company"), is hereby
                                                            -------
amended  as  follows:

     This  Amendment  to  the  Agreement  will  supercede, replace and amend the
Agreement  only  as  specifically set forth herein.  All other provisions of the
Agreement  shall  remain  in  full  force  and  effect.

     The  parties hereto agree, effective immediately, upon execution, PMCS will
no  longer  be  providing  the  following  services outlined in Exhibit A of the
Agreement.  The  following  services  are  to  be  deleted  from  Exhibit  A:

          "Construction  Management  Services"
          "Contracting  Services"

     Section  2.  COMPENSATION.  Shall  be  amended  as  follows:
                  ------------

     2.     COMPENSATION.  As  consideration  for the services to be rendered by
            ------------
PMCS  under  this  Agreement,  the Company agrees to compensate PMCS as follows:

     (a)     Stock.  As consideration for its Consulting Services (as defined in
             -----
Exhibit  A  to  the Agreement), PMCS shall be compensated with the Three Million
----------
(3,000,000)  shares  of  the  common stock of the Company (the "Common Shares"),
--                                                              -------------
previously  issued  by  the  Company.  Additionally,  in  consideration  of  the
agreement  by  the  parties  to  delete  the  fees  for "Construction Management
Services"  and  "Contracting  Services", as set forth in the original Agreement,
which fees were expected to be substantial and considerable by both parties, the
Company shall issue to PMCS, Four Million One Hundred Fifty Thousand (4,150,000)
shares  of  the  common  stock  of  the  Company  (the  "Shares").
                                                         ------

          (b)     deleted
          (c)     omitted  from  original  Agreement
          (d)     deleted

                            [Signature page follows.]
IN WITNESS WHEREOF, the parties have executed this Amendment to the Agreement as
of  the  date  first  above  written.

     THE  COMPANY
Pick-Ups  Plus,  Inc.

By:     ____________________________________
     John  Fitzgerald,  Its  President
President

     PMCS

     ___________________________________
Merritt  W.  Jesson,  Its  President
EXHIBIT  23.1

CONSENT  OF  INDEPENDENT  AUDITOR

                            Lazar Levine & Felix, LLP.

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 4,150,000
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
May  23,  2002