SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[ X ]QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

                                       OR

[ ]TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

          From the transition period from ___________ to ____________.

                         Commission File Number 0-24723


                             PITTS AND SPITTS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


            Nevada                                        88-0393257
----------------------------------             --------------------------------
(State or other jurisdiction                   (IRS Employer Identification No.)
 of incorporation or organization)


                   14221 Eastex Freeway, Houston, Texas 77032
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (281) 442-5013
                            -------------------------
                           (Issuer's telephone number)

                                       N/A
               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

         Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:

                                   Yes X No

As of November 18, 2002, 14,870,000 shares of Common Stock of the issuer were
outstanding.

<PAGE>

                             PITTS AND SPITTS, INC.
                                   FORM 10-QSB

                                      INDEX

PART I

Item 1. Financial Statements                                             F-3
Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations                              F-7
Item 3. Controls and Procedures
                             PART II

Item 1. Legal Proceedings                                                F-8
Item 5. Other Information                                                F-8
Item 6. Exhibits and Reports on Form 8-K                                 F-8

        Signatures                                                       F-8



<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
                             PITTS AND SPITTS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET

                                                                 September 30,
                                                                      2002
                                                                 ---------------
                                                                  (Unaudited)
ASSETS                                                                $      -
                                                                 ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued liabilities                          $  286,442
  Loans payable                                                      1,251,271
  Convertible debt                                                     261,937
  Advances payable                                                      66,511
                                                                 ---------------
     Total current liabilities                                        1,866,161
                                                                 ---------------

Redeemable common shares                                             2,907,100

Stockholders' equity (deficit):
  Preferred stock, $.001 par value, 10,000,000 shares
    authorized, 1,000,000 shares issued and outstanding                300,000
  Common stock, $.001 par value, 80,000,000 shares
    authorized:  896,875 shares issued and outstanding:                    897
  Additional paid in capital                                         3,121,042
  Special warrant proceeds                                             886,405
  Accumulated deficit                                                (8,781,605)
                                                                 ---------------
                                                                     (4,473,261)
Less: Investment in Oxford Knight International, Inc.                  (300,000)
                                                                 ---------------
    Total stockholders' equity (deficit)                             (4,773,261)
                                                                 ---------------
                                                                      $      -
                                                                 ===============

                   See accompanying notes to interim condensed
                             financial statements.

<PAGE>


                             PITTS AND SPITTS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>

                                          Three months ended           Nine months ended
                                            September 30,               September 30,
                                           -------------                -------------
                                        2002         2001            2002          2001
                                     -----------  -----------     ----------   ------------
<S>                                  <C>          <C>            <C>           <C>

Revenues                              $       -     $   2,011      $       -     $  120,341

Expenses:
  Consulting and management              85,000       102,464         85,000        295,178
  Depreciation and amortization               -       196,187              -        588,303
  Office and general                          -        37,984              -        190,834
  Professional fees                           -        51,175         48,000        173,915
  Salaries and benefits                  67,920        24,518         67,920        118,258
  Other general and administrative            -       105,280          7,795        253,074
                                    ------------- -------------  -------------  ------------
    Total expenses                      152,920       517,608        208,715      1,619,562
                                    ------------- -------------  -------------  ------------

Loss from operations                   (152,920)     (515,597)      (208,715)    (1,499,221)

Interest and other expense, net          23,698        36,527         71,158        107,483
                                    ------------- -------------  -------------  ------------
  Net income (loss)                 $  (176,618)    $ (552,124)  $  (279,873)   $(1,606,704)
                                    ============= =============  =============  ============

Basic and diluted income (loss) per
common share                             $(0.23)       $(24.46)       $(0.93)       $(87.65)
                                    ============= =============  =============  ============

Weighted average shares outstanding     756,216        22,576        300,451         18,331
                                    ============= =============  =============  ============
</TABLE>

                   See accompanying notes to interim condensed
                             financial statements.

<PAGE>

                             PITTS AND SPITTS, INC.
                 CONDENSED CONSOLDIATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
                                                               Nine months ended
                                                                 September 30,
                                                        --------------------------
                                                            2002           2001
                                                        ----------     -----------
<S>                                                     <C>            <C>

Cash flows from operating activities:
  Net loss                                           $  (279,873)    $ (1,606,704)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                              -          588,303
    Accrued interest expense                              71,158           94,296
    Non-cash consulting fees                              85,000          201,400
    Non-cash finance fees                                      -           11,640
    Loss on Eagle shares                                       -           33,914
  Changes in operating assets and liabilities
    Net changes in non-cash working capital              120,327          (29,444)
                                                     -------------  -------------
        Net cash used in operating activities             (3,388)       (706,595)
                                                     -------------  -------------

Cash flows from investing activities:
                                                     -------------  -------------
  Capital expenditures                                         -          (1,865)
                                                     -------------  -------------


Cash flows from financing activities:
  Advances to related parties                                  -         (21,837)
  Deferred financing fee                                       -         (64,800)
  Special warrant proceeds                                     -         158,998
  Proceed from sale of Eagle shares                            -         182,086
  Proceeds from convertible debentures                         -         440,000
                                                     -------------  -------------
                                                               -         694,447
                                                     -------------  -------------

Effect of exchange rate changes on cash                        -           4,086

Net increase (decrease) in cash and cash equivalents      (3,388)         (9,927)
Cash and cash equivalents at beginning of period           3,388          17,260
                                                     -------------  -------------
Cash and cash equivalents at end of period             $       -     $     7,333
                                                     =============  =============

Cash paid for:
  Interest                                             $       -      $       -
</TABLE>

                   See accompanying notes to interim condensed
                             financial statements.

<PAGE>
                             PITTS AND SPITTS, INC.
          NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2002


Note 1: PRESENTATION

The  condensed  consolidated  balance  sheet of the Company as of September  30,
2002, the related condensed consolidated  statements of operations for the three
and nine months ended  September  30, 2002 and 2001 and the  statements  of cash
flows for the nine months  ended  September  30,  2002 and 2001  included in the
condensed financial  statements have been prepared by the Company without audit.
In the opinion of management,  the accompanying  condensed financial  statements
include all adjustments (consisting of normal,  recurring adjustments) necessary
to summarize fairly the Company's  financial position and results of operations.
The results of operations for the three and nine months ended September 30, 2002
are not necessarily indicative of the results of operations for the full year or
any other interim period. The information included in this Form 10-QSB should be
read in  conjunction  with  Management's  Discussion  and Analysis and Financial
Statements and notes thereto  included in the Pitts and Spitts,  Inc.'s December
31, 2001 Form 10-K.

Note 2 Bankruptcy

In March 2002, Urbana Enterprises, a subsidiary of Pitts and Spitts, Inc., filed
for bankruptcy under Chapter 7. Its operations are terminated and it's remaining
assets and liabilities are controlled by a trustee.

Note 3 - Change of Control

In April 2002, Oxford Knight  International,  Inc. agreed to transfer 10,000,000
shares of its common stock in exchange for 1,000,000  shares of Company Series A
Convertible  Preferred  Stock.  The Series A Convertible  Preferred Stock allows
Oxford Knight to vote 2/3 of the vote on all shareholders  matters. In addition,
the Series A Convertible  Preferred Stock are convertible into 51% of the issued
and outstanding shares of the Company following conversion.

In April  2002,  David  Groves  resigned as the Chief  Executive  Officer of the
Company.  Paul C. Syracuse was appointed as the new Chief Executive  Officer and
President. Refer to 8-K filing on April 6, 2002.

Note 4 - Capital Stock

On July 17, 2002, the Board of Directors authorized and affected a 1:800 reverse
stock split of the  Company's  common  stock.  The  financial  statements  as of
September  30,  2002 have been  retroactively  adjusted to reflect the effect of
this change.

On July  17,  2002,  the  Company  issued  800,000  shares  of  common  stock to
consultants valued at $384,000 or the fair value of the services provided.

Note 5-Subsequent Event

The Company entered into an Exchange Agreement with Oxford Knight International,
Inc. in October 2002  whereby the Company  agreed to issue  1,970,000  shares of
common stock to Oxford Knight  International  in  consideration  for 100% of the
issued and outstanding shares of common stock of Fabricating Solutions,  Inc., a
Texas  corporation,  and Pitt's and  Spitt's,  Inc.,  a Texas  corporation.  The
Exchange Agreement was subject to the approval of the Oxford shareholders.

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

This report contains  forward looking  statements  within the meaning of Section
27A of the  Securities Act of 1933, as amended and Section 21E of the Securities
Exchange Act of 1934,  as amended.  The  Company's  actual  results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in the Company's  filings with the  Securities  and Exchange
Commission,  general economic conditions, and changes in the assumptions used in
making such forward looking statements.

General

Pitts and Spitts,  Inc.,  (the  "Company" or "Pitts and Spitts") was  originally
organized in the State of Delaware in February  1993 under the name of PLR, Inc.
In November 1997, PLR changed its name to Integrated  Carbonics  Corp. and moved
its  domicile to the State of Nevada.  On July 23,  1999,  Integrated  Carbonics
Corp. changed its name to Urbana.ca,  Inc. In July 2002, the Company changed its
name to Pitts and Spitts,  Inc. The  Company's  subsidiary  filed  bankruptcy in
March 2002 and the Company currently has no operations. The Company entered into
an Exchange  Agreement  with Oxford Knight  International,  Inc. in October 2002
whereby the Company agreed to issue  1,970,000  shares of common stock to Oxford
Knight  International  in  consideration  for 100% of the issued and outstanding
shares of common stock of Fabricating Solutions, Inc., a Texas corporation,  and
Pitt's and Spitt's,  Inc.,  a Texas  corporation.  Pitt's and Spitt's,  Inc. and
Fabricating  Solutions,  Inc.  are  engaged  in the  sale of  barbeque  pits and
fabricating solutions,  respectively.  The Exchange Agreement was subject to the
approval of the Oxford shareholders.

On October 1, 2002, the Company  entered into a settlement  agreement and mutual
release ("Mutual Release") with Oxford Knight  International,  Pitt's & Spitt's,
Inc.,  a  Texas  corporation,   Fabricating  Solutions,  Inc.,  Har-Whit,  Inc.,
Har-Whit/Pitt's & Spitt's, Inc., American International  Industries,  Inc., Paul
Syracuse,  Kimberly Syracuse,  Daniel Dror, and Charles Zeller.  Pursuant to the
Mutual Release, the various parties released one another from any and all causes
of action  from past  dealings.  In  consideration  for the  release by American
International,  Daniel Dror,  and Charles  Zeller,  the Company  agreed to issue
10,700,000  shares of Company  common  stock and issue  Charles  Zeller  300,000
shares of Company  common  stock.  10,500,000  of the shares  issued to American
International  were to have anit-dilutive  rights. As additional  consideration,
the Company and/or Oxford Knight agreed to pay American  $200,000 to pay off the
2nd lien held by American on the property  located at 14221 Eastex  Freeway upon
refinancing the mortgage on such property.  The Company along with other parties
to the  Mutual  Release  were  released  from  an  aggregate  of  $2,000,000  of
promissory  notes along with  various  other  agreements  as long as the Company
acquired the stock of Pitt's & Spitt's and Fabricating  Solutions  within twenty
days of the  execution  of the Mutual  Release.  The Company did not acquire the
stock of Pitt's & Spitt's and  Fabricating  Solutions  within twenty days of the
execution of the Mutual Release and the parties are currently  negotiating terms
for a revised agreement.

In connection with the Mutual  Release,  Oxford Knight entered into an agreement
with Paul  Syracuse,  whereby  Oxford  Knight  agreed to transfer the  Company's
Series A preferred  stock to Paul Syracuse in  consideration  for the release of
all payments owed to Paul Syracuse by Oxford which approximated  $420,000.  Paul
Syracuse had agreed to place the Series A preferred  stock  and/or  common stock
from  conversion  of the Series A preferred  stock into an escrow  account until
such time as the earlier of American  receiving  $2,000,000  through the sale of
its shares of Company common stock, or October 1, 2005. As mentioned  above, the
parties to the Mutual  Release are currently in  discussions to revise the terms
and conditions of the Mutual Release.

The Company's  ability to commence  operations is contingent upon its ability to
identify a prospective target business,  either by acquiring the stock of Pitt's
& Spitt's and Fabricating Solutions, or by acquiring another entity or business.
Any comparisons to operating results in prior periods are irrelevant.

ITEM 3.   CONTROLS AND PROCEDURES

Based on the evaluation by Mr. Paul Syracuse,  both the chief executive  officer
and  chief  accounting  officer  of the  Company,  of the  effectiveness  of the
company's  disclosure  controls and procedures  conducted as of a date within 90
days of the filing date of this quarterly report,  Mr. Syracuse  concluded that,
as of the  evaluation  date,  (i)  there  were no  significant  deficiencies  or
material weaknesses of the Company's  disclosure  controls and procedures,  (ii)
there were no significant  changes in the internal  controls or in other factors
that could  significantly  affect internal controls subsequent to the evaluation
date, and (iii) no corrective actions were required to be taken.
<PAGE>

PART II - OTHER INFORMATION

Item1: Legal Proceedings

To the  best of the  Company's  knowledge,  the  Company  is not a party  to any
material pending legal proceedings and, no such action by or against the Company
has been threatened.

Item 2. Changes in Securities and Use of Proceeds

During  July  2002,  we issued  800,000  shares in  connection  with  consulting
agreements.  We believe that these  transactions  were exempt from  registration
pursuant to Section 4(2) of the  Securities Act as the recipients had sufficient
knowledge and  experience in financial and business  matters that they were able
to evaluate the merits and risks of an investment in the Company,  and since the
transactions were non-recurring and privately negotiated.

In October 2002, we issued  1,970,000 shares of common stock to Oxford Knight in
consideration  for 100% of the issued and outstanding stock of Pitt's & Spitt's,
Inc. and Fabricating Solutions, Inc. We believe that this transaction was exempt
from  registration  pursuant  to  Section  4(2)  of  the  Securities  Act as the
recipient  had  sufficient  knowledge  and  experience in financial and business
matters  that it was able to evaluate the merits and risks of an  investment  in
the  Company,   and  since  the  transaction  was  non-recurring  and  privately
negotiated.

In  October  2002,  we issued  10,700,000  shares of  common  stock to  American
International  and 300,000 shares of common stock to Charles R. Zeller  pursuant
to a settlement agreement and mutual release. We believe that these transactions
were exempt from registration  pursuant to Section 4(2) of the Securities Act as
the recipients had sufficient knowledge and experience in financial and business
matters that they were able to evaluate the merits and risks of an investment in
the  Company,  and since  the  transactions  were  non-recurring  and  privately
negotiated.

In  October  2002,  we issued an  aggregate  of  200,000  shares to an entity in
consideration  for loans totaling  $10,000.  We believe that these  transactions
were exempt from registration  pursuant to Section 4(2) of the Securities Act as
the recipient had sufficient  knowledge and experience in financial and business
matters  that it was able to evaluate the merits and risks of an  investment  in
the  Company,  and since  the  transactions  were  non-recurring  and  privately
negotiated.

During  November 2002, we issued 800,000  shares in connection  with  consulting
agreements.  We believe that these  transactions  were exempt from  registration
pursuant to Section 4(2) of the  Securities Act as the recipients had sufficient
knowledge and  experience in financial and business  matters that they were able
to evaluate the merits and risks of an investment in the Company,  and since the
transactions were non-recurring and privately negotiated.

Item 5. OTHER INFORMATION

In July 2002, we changed our name to Pitts and Spitts,  Inc.,  changed our stock
symbol to PSPP, and affected a 1:800 reverse stock split.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)  Exhibits
         99.1 Certification of Financial Statements

         b) Reports on Form 8-K
<PAGE>

     On July 17,  2002,  the Company  filed a report on Form 8-K relating to the
     dismissal of Labonte & Co. as the  Company's  auditors.  In  addition,  the
     Company  stated that it had engaged  Malone & Bailey,  PLLC to serve as its
     independent auditors.

     On July 18, 2002, the Company filed a report on Form 8-K relating to a name
     change to Pitts and Spitts,  Inc. and changed its stock symbol, to PSPP and
     affected a 1:800 reverse stock split.


     On October 8, 2002,  the Company  filed a report on Form 8-K relating to an
Exchange Agreement between the Company and Oxford Knight International  relating
to the Company's  acquisition of 100% of the stock of Pitt's & Spitt's, Inc. and
Fabricating  Solutions,  Inc.  as well the terms and  conditions  of  settlement
agreement  and  mutual   release  with  various   parties   including   American
International Industries, Inc., Daniel Dror, and Charles R. Zeller.

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                            PITTS AND SPITTS, INC.

Date: November 19, 2002                   By: /s/ Paul Syracuse
                                             -----------------
                                             Paul Syracuse
                                             President, CEO and Director

<PAGE>


                              FORM OF CERTIFICATION
                       PURSUANT TO RULE 13a-14 AND 15d-14
              UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                  CERTIFICATION

I, Paul Syracuse, certify that:

1.   I have  reviewed this  quarterly  report on Form 10-QSB of Pitts and Spitts
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of material  fact or omit to state a material  fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   As the registrant's  certifying  officer, I am responsible for establishing
     and maintaining  disclosure controls and procedures (as defined in Exchange
     Act Rules 13a-14 and 15d-14) for the registrant and I have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to me by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

     (b)evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days of the  filing  date of this  quarterly
report (the "Evaluation Date"); and

     (c)presented   in  this  quarterly   report  our   conclusions   about  the
effectiveness  of the disclosure  controls and procedures based on my evaluation
as of the Evaluation Date;

5.   As the registrant's certifying officer, I have disclosed,  based on my most
     recent evaluation,  to the registrant's auditors and the audit committee of
     the registrant's  board of directors (or persons  performing the equivalent
     functions):

     (a)all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize,  and  report  financial  data and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b)any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls.

6.   As the registrant's  certifying officer, I have indicated in this quarterly
     report whether or not there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to  the  date  of my  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

Date: November 18, 2002             /s/ Paul Syracuse
                              Name:  Paul Syracuse
                              Title: Chief Executive Officer and
                                     Principal Accounting Officer