UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PICK-UPS PLUS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
719574 10 5
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(CUSIP Number)
Mr. John Fitzgerald
Pick-Ups Plus, Inc.
5181 Natorp Boulevard
Mason, Ohio 45040
(513) 398-4344
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 27, 2000
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(Date of Event which Requires Filing of this Statement)
If the person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP No.: 719574 10 5
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
Mark DeStefano
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF SHARES 500,000
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 shares of common stock
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.56%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per share (the
"Issuer Common Stock"), of Pick-Ups Plus, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is
5181 Natorp Boulevard, Mason, Ohio 45040.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Mr. Mark DeStefano, an individual (the
"Reporting Person"). The Reporting Person's principal occupation is that of a
corporate consultant for MQ Holdings, Inc. and a filing agent for Studes LLC.
The Reporting Person's address is 500 North Rainbow Boulevard, Suite 300, Las
Vegas, NV 89107.
The Reporting Person has not, during the last five years, been (i) convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
The Reporting Person is a citizen of the United States.
The filing of this statement on Schedule 13D shall not be construed as an
admission that the Reporting Person is, for purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, the beneficial owner of any securities
covered by this statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 23, 2000, the Issuer entered into a business services contract with
the Reporting Person for general corporate consulting services and assistance
with general filings in accordance with the Rules and Regulations of the
Securities and Exchange Commission. The filings to be worked on by the
Reporting Person may include, but not be limited to filings such as Form
10Q-SB, Form 8K, Form 10K-SB, Proxy Material, Form S-8, etc. The Issuer,
pursuant to the business services contract attached as Exhibit A hereto,
granted the Reporting Person a warrant to purchase 500,000 shares of the
Issuer's common stock at a purchase price of $.15 per share. On October 27,
2000, the Reporting Person exercised his compensation warrant to purchase
500,000 shares of the Issuer's common stock and simultaneously forwarded
payment of $75,000 representing the warrant exercise price.
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ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person does not have any other plans which relate to or would
result in any of the items listed in paragraphs (a) though (j) of Item 4
(although the Reporting Person reserves the right to develop such plans or
proposals). From time to time the Reporting Person may acquire additional
shares of common stock of the Issuer or dispose of some or all of the shares
of the Issuer's common stock that he owns.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Reporting Person beneficially owns and has the sole power to vote and
dispose of 500,000 shares of Issuer Common Stock, representing approximately
5.56% of the 8,986,766 shares of Issuer Common Stock outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On October 23, 2000, the Issuer entered into a business services contract with
the Reporting Person for general corporate consulting services which may
include, but not be limited to: assistance in the preparation and organization
of corporate and financial due diligence material, assistance with corresponding
with the Issuer's accountants, auditors and legal counsel, and assistance with
general filings in accordance with the Rules and Regulations of the Securities
and Exchange Commission. The filings to be worked on by the Reporting Person
may include, but not be limited to filings such as Form 10Q-SB, Form 8K, Form
10K-SB, Proxy Material, Form S-8, etc. The Issuer, pursuant to the business
services contract as attached as Exhibit A hereto, granted the Reporting Person
a warrant to purchase $500,000 shares of the Issuer's common stock at a
purchase price of $.15 per share. On October 27, 2000, the Reporting Person
exercised his compensation warrant to purchase 500,000 shares of the Issuer's
common stock and simultaneously forwarded payment of $75,000 representing the
warrant exercise price.
There are no other contracts, arrangements, understandings or relationships
among the Persons named in Item 2 and between such persons and any other person
with respect to any securities of the Issuer, including, but not limited to,
the transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option agreements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Business services contract between the Issuer and the Reporting
Person, dated October 23, 2000.
Signature
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
November 3, 2000 /s/ Mark DeStefano
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Name: Mark DeStefano
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EXHIBIT A
CONSULTING SERVICES CONTRACT
This consulting services agreement ("Consulting Agreement") is made as of this
23th day of October, 2000, by and between the undersigned, Mark DeStefano
("Consultant"), with an office located at 500 North Rainbow Boulevard, Suite
300, Las Vegas, NV 89107, and PICK-UPS PLUS, INC., 5181Natorp Boulevard, Mason,
Ohio, 45040, (referred to herein as the "Company"), with Consultant and Company
collectively sometimes herein referred to as the "Parties". The Parties hereto,
for ten (10) dollars and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, hereby agree as follows:
WHEREAS, the Company (a Delaware corporation) is a fully reporting company whose
securities are traded on the Over-the-Counter Bulletin Board under the ticker
symbol "PUPS"; and
WHEREAS, the Consultant is a principal of a registered filing agent (Studes LLC)
and is in the business of consulting with public companies regarding public
filings with the Securities and Exchange Commission ("SEC") and assisting
companies in the organization and preparation of diligence material relating to
mergers and acquisitions; and
WHEREAS, the Company wishes to retain the Consultant on a non-exclusive basis;
and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain the Consultant to provide general
corporate consulting services which may include, but not be limited to:
assistance in the preparation and organization of corporate and financial due
diligence material, assistance with corresponding with the Company's
accountants, auditors and legal counsel, and assistance with general filings in
accordance with the Rules and Regulations of the Securities and Exchange
Commission. The filings to be worked on by the Consultant may include, but not
be limited to filings such as Form 10Q-SB, Form 8K, Form 10K-SB, Proxy
Material, Form S-8, etc. The Consultant shall agree to make itself available
for the foregoing purposes and devote such business time and attention thereto
as it shall determine is required.
The Company understands that any and all suggestions, opinions or advice given
to the Company by the Consultant are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or filings
made lies solely with the Company and not with the Consultant.
2. Term. The term of this Consulting Agreement shall be from the date hereof
until the end of the fiscal year 2000 (the "Term").
3. Compensation. As compensation for entering into this Consulting Agreement
and for services rendered over the Term, the Consultant shall be granted a
warrant (the "Warrant") to purchase 500,000 shares of the Company's common
stock, par value $.001 per share, at a purchase price of $.15 per share. The
Warrant may be exercised in whole or in part, for a period of ten years from the
date of signing the Warrant which shall be in the exact form as attached hereto.
The Warrant, pursuant to the consent of the Company's Board of Directors, shall
be granted in the name of Mark DeStefano. The Company hereby agrees to register
the shares of common stock underlying the above referenced Warrant on a Form S-8
registration statement and the Company shall obtain the requisite opinion letter
from its corporate counsel as to the legality of such registration.
4. Arbitration. The parties hereby agree that any and all claims (except only
for requests for injunctive or other equitable relief) whether existing now, in
the past or in the future as to which the parties or any affiliates may be
adverse parties, and whether arising out of this Consulting Agreement or from
any other cause, will be resolved by arbitration before the American
Arbitration Association within the State of Ohio. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration Association
and the situs of the arbitration (and of any action for injunctive or other
equitable relief) within the State of Ohio. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and this
Consulting Agreement shall be that of the State of Ohio, determined without
regard to its provisions which would otherwise apply to a question of
conflict of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by fax transmission of an executed copy of this agreement
by the other party, and acceptance of such fax copies shall create a valid and
binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in
construing this agreement.
5.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
5.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein
and supersedes and replaces any prior agreements and understandings, whether
oral or written, between them with respect to such matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
PICK-UPS PLUS, INC.
By: /s/ John Fitzgerald
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John Fitzgerald, CEO
AGREED AND ACCEPTED
By: /s/ Mark DeStefano
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Mark DeStefano
500 North Rainbow Boulevard
Las Vegas, NV 89107
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