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 June 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


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


             Nevada                                        88-0393257
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 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  August  19,  2002,  896,875  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

                               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

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

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued liabilities                         $  194,824
  Loans payable                                                     1,251,271
  Convertible debt                                                    261,937
  Advances payable                                                     66,511
                                                                ----------------
                                                                ----------------
    Total current liabilities                                       1,774,543
                                                                ----------------

Redeemable common shares                                            2,907,100

Stockholders' equity (deficit):
  Preferred stock, $.001 par value, 10,000,000 shares
    authorized, ,1000,000 shares issued and outstanding               300,000
  Common stock, $.001 par value, 80,000,000 shares
    authorized:  96,875 shares issued and outstanding:                     97
  Additional paid in capital                                        3,036,842
  Special warrant proceeds                                            886,405
  Accumulated deficit                                               (8,604,987)
                                                                ----------------
                                                                    (4,381,643)
Less: Investment in Oxford Knight International, Inc.                 (300,000)
                                                                ----------------
    Total stockholders' equity (deficit)                            (4,681,643)
                                                                ----------------
                                                                     $      -
                                                                ================



              See accompanying notes to interim condensed financial
                                  statements.


<PAGE>

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

                                             Three months ended               Six months ended
                                                 June 30,                        June 30,
                                                 --------                       --------
                                             2002          2001            2002            2001
                                         ------------  -------------   -------------  -------------
<S>                                      <C>           <C>             <C>            <C>

Revenues                                   $       -    $    18,330       $       -     $  118,330

Expenses:
  Consulting and management                        -        102,132               -        192,714
  Depreciation and amortization                    -        196,102               -        392,116
  Office and general                               -         63,435               -        139,659
  Professional fees                           38,000         49,125          48,000        118,055
  Salaries and benefits                            -         37,528               -         93,740
  Other general and administrative                 -        111,502           7,795        165,670
                                         ------------- --------------  --------------  -------------
    Total expenses                            38,000        559,824          55,795      1,101,954
                                         ------------- --------------  --------------  -------------

Loss from operations                         (38,000)      (541,494)        (55,795)      (983,624)

Interest and other expense, net               23,697         37,027          47,460         70,956
                                         ------------- --------------  --------------  -------------
  Net income (loss)                      $   (61,697)   $   (578,521)   $  (103,255)   $ (1,054,580)
                                         ============= ==============  ==============  =============

Basic and diluted income (loss) per
common share                                  $(0.65)        $(35.63)        $(1.43)        $(65.21)
                                         ============= ==============  ==============  =============

Weighted average shares outstanding           95,307         16,235          72,435         16,173
                                         ============= ==============  ==============  =============
</TABLE>



              See accompanying notes to interim condensed financial
                                  statements.

<PAGE>

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

<TABLE>

                                                             Six months ended
                                                                 June 30,
                                                       -------------------------------
                                                         2002                2001
                                                       ---------         -------------
<S>                                                    <C>               <C>

Cash flows from operating activities:
  Net loss                                             $  (103,255)       $(1,054,580)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Depreciation and amortization                                -            392,116
    Accrued interest expense                                47,460             63,432
    Non-cash consulting fees                                     -            114,200
    Non-cash finance fees                                        -              6,600
    Bad debts                                                    -                  -
  Changes in operating assets and liabilities                4,407
    Net changes in non-cash working capital                 48,000            (42,938)
                                                       -------------      ------------
        Net cash used in operating activities               (3,388)          (521,170)
                                                       -------------      ------------

Cash flows from investing activities:
  Capital expenditures                                           -             (1,864)
                                                       -------------      ------------


Cash flows from financing activities:
  Advances to related parties                                    -             (1,953)
  Deferred financing fee                                         -            (64,800)
  Special warrant proceeds                                       -            158,998
  Proceeds from convertible debentures                           -            414,000
                                                       -------------      ------------
                                                                 -            506,245
                                                       -------------      ------------

Effect of exchange rate changes on cash                          -                332

Net increase (decrease) in cash and cash equivalents         (3,388)          (16,457)
Cash and cash equivalents at beginning of period              3,388            17,260
                                                       -------------      ------------
Cash and cash equivalents at end of period               $       -          $     803
                                                       =============      ============

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
                                  June 30, 2002


Note 1: PRESENTATION

The condensed consolidated balance sheet of the Company as of June 30, 2002, the
related  condensed  consolidated  statements of operations for the three and six
months ended June 30, 2002 and 2001 and the statements of cash flows for the six
months  ended  June 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 six  months  ended  June  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.  The Company plans to locate
and consummate a reverse merger or reverse acquisition. The Company is currently
in discussions with Oxford Knight International, Inc. regarding its wholly-owned
subsidiaries Pitt's and Spitt's, Inc. and Fabricating Solutions, Inc., which are
engaged in the sale of barbeque pits and  fabricating  solutions,  respectively.
The Company's  ability to commence  operations is contingent upon its ability to
identify a prospective target business.

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 Urbana 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 Urbana following conversion.

Subsequent to the exchange  agreement,  in April 2002,  David Groves resigned as
the Chief Executive Officer of Urbana. 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 effected a 1:800 reverse
stock split of the Company's common stock.  The financial  statements as of June
30, 2002 have been retroactively adjusted to reflect the effect of this change.

<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  and plans
to locate and consummate a reverse merger or reverse acquisition. The Company is
currently in discussions with Oxford Knight  International,  Inc.  regarding its
wholly-owned  subsidiaries Pitt's and Spitt's,  Inc. and Fabricating  Solutions,
Inc., which are engaged in the sale of barbeque pits and fabricating  solutions,
respectively.  The Company's  ability to commence  operations is contingent upon
its  ability to  identify a  prospective  target  businesswith  an  unidentified
private  entity.  Any  comparisons  to  operating  results in prior  periods are
irrelevant.

<PAGE>

PART II - OTHER INFORMATION

ITEM 1: 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 these transactions were exempt from registration pursuant
to  Section  4(2)  of the  Securities  Act as a  transaction  by an  Issuer  not
involving a public offering.

Item 5. OTHER INFORMATION

     Following the 1:800 reverse stock split,  we issued  800,000  shares of our
common stock to  consultants  and legal advisors in  consideration  for services
rendered and services to be rendered in the future.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)  Exhibits
         10.22 Consulting Agreement with Vanderkam & Sanders
         99.1 Certification of Financial Statements

         b) Reports on Form 8-K

         On  April 12, 2002, the Company filed a report on Form 8-K relating to
             a change of auditors from Labonte & Co. to Malone & Bailey, PLLC.

         On  July 17, 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 effected a 1:800 reverse stock split.

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