SecProbe.io

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Mail Stop 3561
								August 18, 2005
Mr. Merritt Jesson
Chief Executive Officer, President
Pick Ups Plus Inc.
4360 Ferguson Drive
Suite 120
Cincinnati, Ohio  45245

      Re:	Pick Ups Plus Inc.
		Form 10-KSB for the Fiscal Year Ended December 31, 2004
		File No. 0-28255

Dear Mr. Jesson:

      We have reviewed your filing and have the following
comments.
We have limited our review to your financial statements and
related
disclosures and do not intend to expand our review to other
portions
of your document.  Please be as detailed as necessary in your
explanations.  Where indicated, we think you should amend your
filing
and revise your disclosures in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Exhibits, page 22

1. We note that you have titled all of your financial statements
as
"consolidated."  Please file a list of all your subsidiaries as
exhibit 21 or otherwise revise your financial statements to remove
the phrase "consolidated."  Refer to Item 601(b)(21) of Regulation
S-
B.

2. It appears that you have not filed the consent from your
independent accountants to incorporate by reference your financial
statements into your previously filed registrations statements.
Please amend your filing to include the consent as exhibit 23.
Refer
to Item 601(b)(23)(ii) of Regulation S-B.

Statement of Cash Flows, page F-6

3. Please revise the "net proceeds from credit line and demand
loan"
line item in the cash flows from financing activities section of
your
2004 Consolidated Statement of Cash Flows to include the proceeds
from various promissory notes totaling $175,000 received from
Cornell
Capital Partners, LP as described in Note 2 to your financial
statements.   In addition, please remove this same amount from the
"compensatory shares" line item in the cash flows from operating
activities section as the issuance of shares in satisfaction of
promissory notes does not represent an operating activity.

4. We noted the following regarding your presentation of your
acquisition of the assets and liabilities of Auto Preservation,
Inc.
in your 2004 Consolidated Statement of Cash Flows:

* The "capital expenditures" line item in the cash flows from
investing activities section appears to include the fixed assets
acquired.

* It appears you have included the note payable on vehicles
assumed
in your acquisition in the "proceeds from long-term debt" line
item
in the cash flows from financing activities.

* The "costs associated with acquisition" line item in the cash
flows
from investing activities section totaling $50,650 does not
reconcile
to the $76,150 of transaction costs you disclosed in Note 4 to the
financial statements.

It appears that you have effectively presented your purchase of
the
fixed assets and assumption of the notes payable twice with the
off-
setting cash flow impact appearing to net against the cash paid
for
transaction costs since you have presented the gross amount of
cash
paid for Auto Preservation, Inc. in the "cash payment re:
acquisition" line item.  Please revise your 2004 Statement of Cash
Flows to reflect all line items net of assets acquired and
liabilities assumed in connection with your purchase of Auto
Preservation, Inc.  Provide us with the details of your statement
of
cash flow worksheet  with your response.

Notes to Financial Statements, page F-7

Note 3 - Summary of Significant Accounting Policies, page F-9

(h)  Earnings (Loss) Per Share

5. We note your disclosure that common stock purchase warrants
outstanding would have been anti-dilutive to earnings per share.
Please provide us with details and terms of any outstanding common
stock purchase warrants you have issued including the number of
shares and exercise prices, the fair values assigned to the
warrants
and in what periods the related expense was recorded.  We may have
further comments as a result of your response.  Also, in future
filings, if net losses are reported, please disclose that the
effects
of your convertible debentures and common shares underlying your
outstanding promissory notes under your equity line of credit
would
be anti-dilutive.

Note 4 - Acquisition, page F-12

6. We note that your purchase price allocation was largely to
goodwill.  However, in your Form 8-K/A announcing the acquisition
along with the historical financial statements of Auto
Preservation
Inc. filed on March 25, 2005, you disclosed that the assets
included
"all of the current accounts related to Automotive International`s
auto preservation business, computer software, computer hardware,
customer lists, equipment, furniture, fixtures, and a royalty-free
license for the use of the name Valuguard".  Based upon your
disclosure, we would expect some portion of your purchase price to
be
allocated to intangible assets apart from goodwill such as
customer
lists, customer relationships, backlog, tradenames and trademarks
and
the license for the use of the name Valugard.  Tell us the
deliberative process you went through in arriving at the purchase
price and in determining the items other than goodwill to which
the
purchase price was allocated.  Absent convincing evidence to the
contrary, it appears that you should revise your purchase price
allocation to give recognition to these other intangible assets
you
acquired.  Please refer to paragraphs 11, 12, 14, and 18 through
21
of Appendix A to SFAS 141. We may have further comments as a
result
of your response.

Note 11 - Income Taxes, page F-15

7. We note that you have only disclosed a deferred tax asset for
net
operating losses.  Please revise your income tax disclosures to
include each type of temporary difference and carryforward that
gives
rise to a significant portion of deferred tax liabilities and
deferred tax assets (before allocation of valuation allowances).
In
this regard, you should consider the effect of revisions made to
your
purchase price allocation on the net assets acquired from
Automotive
International`s auto preservation business.  Additionally, please
provide a reconciliation of the applicable statutory tax rate to
your
effective tax rate.  Refer to paragraphs 43 and 47 of SFAS No.
109.

Note 12 - Commitments and Contingencies, page F-15

(a) Lease Obligations, page F-15

8. We note your disclosure that you have no future minimum lease
payments.  However, your disclosure in other parts of your Annual
Report indicate that you do have lease obligations.  For example,
we
note your operating lease for the 4055a Commercial Blvd. facility,
which expires October 2006 and the minimum lease payments for your
capital leases as indicated in Note 6.  Please revise your
disclosure
to include these minimum lease payments.  Refer to Paragraph 16 of
SFAS No. 13.

Exhibits 32.1 and 32.2

9. Please revise your filing so that your certifications read
exactly
as set forth in Item 601(b)(31) of Regulation S-B.  Specifically,
the
wording and Exchange Act Rule references in item 4 are incorrect.
Also, the items disclosed in your item 6 should be part of item 4,
as
there is no item 6 in the certification.  Also ensure that your
amended certifications for your Form 10-KSB references your Annual
Report, and not, as your current certification does, your
quarterly
report.  Please also making conforming revisions to your Form 10-
QSB
for the period ended March 31, 2005.

* * * * *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
cover letter that keys your responses to our comments and provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Scott Ruggiero at (202) 551-3331 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3716 with any other
questions.

Sincerely,

William Choi
Branch Chief

Mr. Merritt Jesson
Pick-Ups Plus Inc.
August 18, 2005
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