**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10 - QSB**








[mark
      one]





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934





**For
                the quarterly period ended: June 30, 2007**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
                the transition period from _________ to ____________








**Commission
      File Number 000-24723**


*_____________________________________________________________*





**PSPP
      Holdings, Inc.**


(Exact
      name of registrant as specified in its charter)





Nevada
            88-0393257(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer
              Identification
                Number)





**285
      East Warm Springs Road, Suite 105, Las Vegas, NV 89119**


*(Address
      of principal executive offices including zip code)*





**(888)
      883-5893**


( *Registrant’s
      telephone number, including area code)*





**3435
      Ocean Park Blvd., #107 Santa Monica, CA 90405**


*(Former
      principal executive offices including zip code)*





Check
      whether the issuer (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 o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o No x








Number
      of
      shares outstanding of the issuer’s common stock as of the latest practicable
      date: 57,499,364 shares of common stock, $.001 par value per share, as of August
      10, 2007.








Transitional
      Small Business Disclosure Format (check one): Yes o No x





**PSPP
      Holdings, Inc.**





Index




**PART
                  I. FINANCIAL INFORMATION**
              PageItem
                  1.
              Financial
                  Statements
              3Consolidated
                  Balance Sheet as of June 30, 2007 (unaudited)
              3Consolidated
                  Statement of Operations for the three months ended June 30, 2007
                  and 2006
                  (unaudited)
              4Consolidated
                  Statements of Cash Flows for the three months ended June 30, 2007
                  and 2006
                  (unaudited)
              5Notes
                  to Consolidated Financial Statements (unaudited)
              6Item
                  2.
              Management’s
                  Discussion and Analysis or Plan of Operation
              13Item
                  3.
              Controls
                  and Procedures
              17**PART
                  II. OTHER INFORMATION**Item
                  1.
              Legal
                  Proceedings
              18Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              18Item
                  3.
              Defaults
                  Upon Senior Securities
              18Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              18Item
                  5.
              Other
                  Information
              18Item
                  6.
              Exhibits
              18




-2-





**PSPP
                Holdings, Inc. and Subsidiaries****Consolidated
                Balance Sheet****As
                of June 30, 2007**




**6/30/2007****Assets**Current
                AssetsCash
            
            
            104,938Accounts
                Receivable
            
            
            117,700**Other
                Current Assets**Loan
                receivable
            
            
            10,000**TOTAL
                ASSETS**
            
            
            232,638**Liabilities**Accts
                Payable & Accrued Expenses
            
            
            246,170Loans
                Payable
            
            
            810,088Convertible
                Debt
            
            
            —Long
                Term Liabilities
            
            
            155,105Advances
                Payable
            
            
            —TOTAL
                LIABILITIES
            
            
            1,211,363**Stockholders
                Equity**Preferred
                Stock $.001 Par Value, 10,000,000 Shares Authorized1,000,000
                Shares I/O
            
            
            300,000Common
                Stock $.001 Par Value, 100,000,000 Shares Authorized57,499,364
                shares issued and outstanding
            
            
            57,499Paid
                in Capital
            
            
            4,895,873Accumulated
                Deficit
            
            
            (5,919,097
            )Less
                Investments In:Oxford
                Knights Intl
            
            
            (300,000
            )Dream
                Investments TV
            
            
            (58,000
            )Invest,
                Inc.
            
            
            45,000TOTAL
                STOCKHOLDERS EQUITY
            
            
            (978,725
            )**TOTAL
                LIABILITIES AND****STOCKHOLDERS
                EQUITY**
            
            
            **232,638**


The
      accompanying notes are an integral part of these consolidated financial
      statements.


-3-







**PSPP
      Holdings, Inc. and Subsidiaries**


**Consolidated
      Statement of Operations**


**For
      The Three Months Ended June 30 2007 and 2006**


**Statement
      of Operations**




**Three
                Months Ended**
              **June
                30,****2007**
            
            **2006**(unaudited)
            
            (unaudited)REVENUE
            
            $
            (5,115
            )
            $
            —Less:
                Cost of Goods Sold
            
            
            —
            
            
            —GROSS
                PROFIT
            
            
            (5,115
            )
            
            —OPERATING
                EXPENSES:Selling,
                general and administrative
            
            
            253,538
            
            
            208,453TOTAL
                OPERATING EXPENSES
            
            
            253,538
            
            
            208,453INCOME
                (LOSS) FROM OPERATIONS
            
            
            (258,653
            )
            
            (208,453
            )OTHER
                INCOME (EXPENSE)Interest
                expense and financing costs
            
            
            (27,605
            )
            
            —TOTAL
                OTHER INCOME (EXPENSE)
            
            
            (27,605
            )
            
            —INCOME
                (LOSS) BEFORE PROVISION FOR INCOME TAXES
            
            
            (286,258
            )
            
            (208,453
            )PROVISION
                FOR INCOME TAXES
            
            
            —
            
            
            —NET
                LOSS
            
            $
            (286,258
            )
            $
            (208,453
            )LOSS
                PER SHARE:BASIC
            
            $
            (0.00
            )
            $
            (0.00
            )WEIGHTED
                AVERAGE SHARES OUTSTANDING:BASIC
            
            
            57,499,364
            
            
            55,499,364


The
      accompanying notes are an integral part of these consolidated financial
      statements.


-4-









**PSPP
      Holdings, Inc. and Subsidiaries**


**Consolidated
      Statements of Cash Flows**


**For
      The Three Months Ended June 30, 2007 and 2006**


**Three
                Months Ended June 30,****2007**
            
            **2006**(unaudited)
            
            (unaudited)CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                loss
            
            $
            (286,258
            )
            $
            (208,453
            )Adjustment
                to reconcile net loss to net cashused
                in operating activities:Loans
            
            
            (53,452
            )
            
            119,333Accounts
                Payable
            
            
            (43,857
            )
            
            —Accrued
                Salary
            
            
            —
            
            
            —Net
                cash provided by operating activities
            
            
            (97,398
            )
            
            (89,120
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Common Stock
            
            
            
            
            
            24,891Net
                cash used in investing activities
            
            
            —
            
            
            (24,891
            )CASH
                FLOWS FROM FINANCING ACTIVITIES:Settlements:
                Legal
            
            
            (4,895
            )
            
            —Loans
            
            
            
            
            
            75,255Net
                cash increase for period
            
            
            92,503
            
            
            11,026Cash
                at Beginning of Period
            
            
            12,435
            
            
            1,134CASH
                AND CASH EQUIVALENTS, End of period
            
            $
            104,938
            
            $
            12,160SUPPLEMENTAL
                DISCLOSURES OF CASH FLOW INFORMATION:Interest
                paid
            
            $
            —
            
            $
            —Income
                taxes paid
            
            $
            —
            
            $
            —


The
      accompanying notes are an integral part of these consolidated financial
      statements.


-5-




**PSPP
      HOLDINGS, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006**


**(UNAUDITED)**






**Note
      1 — Basis of Presentation**





The
      unaudited consolidated financial statements have been prepared by PSPP Holdings,
      Inc. (the “Company”), in accordance with generally accepted accounting
      principles for interim financial information and with the instructions for
      Form
      10-QSB and Regulation S-B as promulgated by the Securities and Exchange
      Commission (“SEC”). Accordingly, these consolidated financial statements do not
      include all of the disclosures required by accounting principles generally
      accepted in the United States of America for complete financial statements.
      These unaudited interim consolidated financial statements should be read in
      conjunction with the audited consolidated financial statements and the notes
      thereto for the year ended December 31, 2007 included in the Company’s Form
      10K-SB for the year ended December 31, 2007. In the opinion of management,
      the
      unaudited interim consolidated financial statements furnished herein include
      all
      adjustments, all of which are of a normal recurring nature, necessary for a
      fair
      statement of the results for the interim period presented. The results of the
      three months ended June 30, 2007 are not necessarily indicative of the results
      to be expected for the full year ending December 31, 2007.





**Note
      2** **—** **Organization
      and Summary of Significant Accounting Policies**





**Organization**





PSPP
      Holdings, Inc. ( the “Corporation” or the "Registrant") was originally organized
      in the State of Delaware in February 1993 under the name of PLR, Inc. In
      November 1997, the Registrant changed its name to Integrated Carbonics Corp.
      and
      moved its domicile to the State of Nevada. On
      April
      15, 1999 a wholly-owned subsidiary, U.R.B.A. Holdings, Inc. ("URBA") was
      incorporated under the laws of British Columbia to facilitate acquisitions
      in
      Canada. On
      July
      23, 1999, Integrated Carbonics Corp. changed its name to Urbana.ca, Inc.





In
      March
      2000, the Registrant undertook the merger of the three acquired entities into
      Urbana Enterprises Corp., an Ontario registered corporation wholly owned by
      the
      Registrant. In
      March
      2002, Urbana Enterprises, a subsidiary of Urbana.ca, Inc., filed for bankruptcy
      under Chapter 7. Its operations are terminated and its remaining assets and
      liabilities were controlled by a trustee. Subsequently, the Corporation's
      subsidiary filed bankruptcy in March 2002 and the Corporation had no operations.
      As a result of the bankruptcy $3,357,861 of debt was relieved and the subsidiary
      was dissolved.





In
      October 2002, the Corporation entered into an Exchange Agreement with Oxford
      Knight International, Inc. whereby the Corporation 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 Pitts and Spitts, Inc., a Texas corporation.
      Pitts and Spitts, Inc., Inc. and Fabricating Solutions, Inc. were engaged in
      the
      sale of barbeque pits and fabricating solutions, respectively. The Exchange
      Agreement was subject to the approval of the Oxford shareholders. In July 2002,
      the Corporation changed its name to Pitts and Spitts, Inc.





In
      December 2005 the company acquired all the shares of Dream Apartments TV for
      $58,100.00. Dream Apartments has not launched its programming to date and still
      intends to produce DVD's for apartment house applicants in the San Diego area
      initially and regionally in Southern California when fully developed. The
      Company has made arrangements with Maximum Impact productions of Carlsbad,
      California for the DVD sales and distribution.




-6-




**PSPP
      HOLDINGS, INC. AND SUBSIDIARIES**


**NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
        THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006**
 **(UNAUDITED)**


In
      2005,
      the Company reverse split the common stock. A 1 for 100 share reverse split
      of
      the outstanding shares of stock of 61,761,530 shares resulted in 30,608,428
      shares outstanding (30,000,000 shares were non-dilutable).





On
      April
      10, 2006, PSPP Holdings, Inc. acquired 100% of eSafe Cards, Inc., a prepaid
      card
      issuer. The company issued 22,890,936 shares of common stock to UC HUB Group,
      Inc. as part of the purchase price and agreed to fund $200,000.00 (Two Hundred
      Thousand Dollars) of working capital to eSafe.




**Going
      Concern**





The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States, which
      contemplates the Company as a going concern. The Company has had minimal revenue
      for the period, has incurred a net loss for the three months ended June 30,
      2007
      in the amount of $286,258 and as of June 30, 2007 had an accumulated deficit
      of
      $5,968,186.  These conditions raise substantial doubt as to the
      Company's ability to continue as a going concern. These financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty. These financial statements do not include any adjustments relating
      to the recoverability and classification of recorded asset amounts, or amounts
      and classification of liabilities that might be necessary should the Company
      be
      unable to continue as a going concern.





The
      Company’s ability to continue in business is dependent upon obtaining sufficient
      financing or attaining profitable operations.  The Company believes
      that it can  raise
      additional funds through short-term borrowing or the additional sale of its
      debt
      or equity securities.  There is no assurance that the Company will be
      successful in raising this additional capital or in achieving profitable
      operations.  These consolidated financial statements do not include
      any adjustments that might result from the outcome of these
      uncertainties.





**Principles
      of consolidation**





The
      consolidated financial statements include the accounts of the Company and its
      wholly owned subsidiaries. Significant inter-company transactions have been
      eliminated. All figures are shown in US Dollars.





**Use
      of estimates**





The
      preparation of financial statements in conformity with U.S. generally accepted
      accounting principles (GAAP) requires management to make estimates and
      assumptions that affect the amounts reported in the financial statements. The
      Company bases its estimates on historical experience, management expectations
      for future performance, and other assumptions as appropriate. Key areas affected
      by estimates include the assessment of the recoverability of long-lived assets,
      which is based on such factors as estimated future cash flows. The Company
      re-evaluates its estimates on an ongoing basis. Actual results may vary from
      those estimates.




-7-




**PSPP
        HOLDINGS, INC. AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
          THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006**
 **(UNAUDITED)**


**Cash
      and cash equivalents**





All
      cash
      and short-term investments with original maturities of three months or less
      are
      considered cash and cash equivalents, since they are readily convertible to
      cash. These short-term investments are stated at cost, which approximates fair
      value.





**Goodwill**





The
      company records goodwill at cost less accumulated amortization taken on a
      straight-line basis over five years. Management reviews the value of goodwill
      regularly to determine if impairment has occurred.





**Financial
      Instruments**





The
      fair
      value of the Company's financial assets and financial liabilities approximate
      their carrying values due to the immediate or short-term maturity of these
      financial instruments.





**Concentration
      of Credit Risk**





Financial
      instruments, which potentially subject the Company to concentrations of credit
      risk, consist of cash and cash equivalents and accounts receivables. The Company
      places its cash with high quality financial institutions and at times may exceed
      the FDIC $100,000 insurance limit. The Company extends credit based on an
      evaluation of the customer’s financial condition, generally without collateral.
      Exposure to losses on receivables is principally dependent on each customer’s
      financial condition. The Company monitors its exposure for credit losses and
      maintains allowances for anticipated losses, as required. Accounts are
“written-off” when deemed uncollectible.





**Property
      and equipment**




Property
      and equipment are stated at cost. Costs of replacements and major improvements
      are capitalized, and maintenance and repairs are charged to operations as
      incurred. Depreciation expense is provided primarily by the straight-line method
      over the estimated useful lives of the assets, five years for computer
      equipment, and ten years for office furnishings.





**Revenues**





Revenues
      are recognized only when realized / realizable and earned, in accordance with
      GAAP. Barter advertising revenues and the offsetting expense are recognized
      at
      the fair value as determined by similar cash transactions. Barter revenue and
      expenses for the three months ended June 30, 2007 were $0 and $0,
      respectively.





**Stock
      Based Compensation**





The
      Company accounts for its stock-based compensation in accordance with SFAS No.
      123R, “Share-Based Payment, an Amendment of FASB Statement No. 123.” The Company
      recognizes in the statement of operations the grant-date fair value of stock
      options and other equity-based compensation issued to employees and
      non-employees. The Company did not grant any new employee options and no options
      were cancelled or exercised during the three months ended June 30, 2007. As
      of
      June 30, 2007, there were no options outstanding.




-8-




**PSPP
        HOLDINGS, INC. AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
          THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006**
 **(UNAUDITED)**


**Income
      taxes**





Income
      taxes are accounted for in accordance with SFAS 109, *Accounting
      for Income Taxes,* using
      the asset and liability method. Deferred tax assets and liabilities are
      recognized for the future tax consequences attributable to differences between
      the financial statement carrying amounts of existing assets and liabilities
      and
      their respective tax bases and tax credit carry forwards. Deferred tax assets
      and liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are expected
      to
      be recovered or settled. The effect on deferred tax assets and liabilities
      of a
      change in tax rates is recognized in income in the period that includes the
      enactment date.





As
      of
      June 30, 2007, the Company had a net operating loss carry forward for income
      tax
      reporting purposes of approximately ($5,968,186) that may be offset against
      future taxable income. Current tax laws limit the amount of loss available
      to be
      offset against future taxable income when a substantial change in ownership
      occurs. Accordingly, the amount available to offset future taxable income may
      be
      limited. No tax benefit has been reported in the financial statements, because
      the Company is uncertain if they will ever be in a position to utilize the
      NOL
      carry forward. Accordingly, the potential tax benefits of the loss carry forward
      are offset by a valuation allowance of the same amount.





**Earnings
      (loss) per share**





In
      accordance with SFAS No. 128, *“Earnings
      Per Share,”* the
      basic loss per common share is computed by dividing net loss available to common
      stockholders by the weighted average number of common shares outstanding.
      Diluted loss per common share is computed similar to basic loss per common
      share
      except that the denominator is increased to include the number of additional
      common shares that would have been outstanding if the potential common shares
      had been issued and if the additional common shares were dilutive. At June
      30,
      2007, there were no potential dilutive securities.  For the three
      months ended June 30, 2007, the Company incurred net losses; therefore the
      effect of any dilutive securities (if existing) would be
      anti-dilutive.





**Derivative
      instruments**




In
      February 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial
      Instruments, an Amendment of FASB Standards No. 133 and 140” (hereinafter “SFAS
      No. 155”). This statement established the accounting for certain derivatives
      embedded in other instruments. It simplifies accounting for certain hybrid
      financial instruments by permitting fair value re-measurement for any hybrid
      instrument that contains an embedded derivative that otherwise would require
      bifurcation under SFAS No. 133 as well as eliminating a restriction on the
      passive derivative instruments that a qualifying special-purpose entity (“SPE”)
      may hold under SFAS No. 140. This statement allows a public entity to
      irrevocably elect to initially and subsequently measure a hybrid instrument
      that
      would be required to be separated into a host contract and derivative in its
      entirety at fair value (with changes in fair value recognized in earnings)
      so
      long as that instrument is not designated as a hedging instrument pursuant
      to
      the statement. SFAS No. 140 previously prohibited a qualifying special-purpose
      entity from holding a derivative financial instrument that pertains to a
      beneficial interest other than another derivative financial instrument. This
      statement is effective for fiscal years beginning after September 15, 2006,
      with
      early adoption permitted as of the beginning of an entity's fiscal year.
      Management believes the adoption of this statement will have no impact on the
      Company's financial condition or results of operations.




-9-




**PSPP
        HOLDINGS, INC. AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
          THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006**
 **(UNAUDITED)**


If
      certain conditions are met, a derivative may be specifically designated as
      a
      hedge, the objective of which is to match the timing of gain or loss recognition
      on the hedging derivative with the recognition of the changes in the fair value
      of the hedged asset or liability that are attributable to the hedged risk or
      the
      earnings effect of the hedged forecasted transaction. For a derivative not
      designated as a hedging instrument, the gain or loss is recognized in income
      in
      the period of change. The Company has not entered into derivatives contracts
      to
      hedge existing risks or for speculative purposes. The Company has not engaged
      in
      any transactions that would be considered derivative instruments.





**Special
      purpose entities**





The
      Company does not have any off-balance sheet financing activities.





**Impairment
      or Disposal of Long-Lived Assets**





In
      August
      2001, FASB issued Statement No. 144, “Accounting for the Impairment or Disposal
      of Long-Lived Assets” (“FAS 144”). FAS144 clarifies the accounting for the
      impairment of long-lived assets and for long-lived assets to be disposed of,
      including the disposal of business segments and major lines of business.
      Long-lived assets are reviewed when facts and circumstances indicate that the
      carrying value of the asset may not be recoverable. When necessary, impaired
      assets are written down to their estimated fair value based on the best
      information available.





**Recently
      issued accounting pronouncements**





In
      September 2006, the FASB issued SFAS No. 157, “ *Fair
      Value Measurements* .”
This
      statement clarifies the definition of fair value, establishes a framework for
      measuring fair value and expands the disclosures on fair value measurements.
      SFAS No. 157 is effective for fiscal years beginning after
      November 15, 2007. Management has not determined the effect, if any,
      that the adoption of this statement will have on the Company’s financial
      statements.




In
      September 2006, the FASB issued SFAS No. 158, " *Employers'
      Accounting for Defined Benefit Pension and Other Postretirement Plans−An
      amendment of FASB Statements No. 87, 88, 106,
      and 132(R* )."
      One
      objective of this standard is to make it easier for investors, employees,
      retirees and other parties to understand and assess an employer's financial
      position and its ability to fulfill the obligations under its benefit plans.
      SFAS No. 158 requires employers to fully recognize in their financial
      statements the obligations associated with single−employer defined benefit
      pension plans, retiree healthcare plans, and other postretirement plans. SFAS
      No. 158 requires an employer to fully recognize in its statement of
      financial position the overfunded or underfunded status of a defined benefit
      postretirement plan (other than a multiemployer plan) as an asset or liability
      and to recognize changes in that funded status in the year in which the changes
      occur through comprehensive income. This Statement also requires an employer
      to
      measure the funded status of a plan as of the date of its year−end statement of
      financial position, with limited exceptions. SFAS No. 158 requires an
      entity to recognize as a component of other comprehensive income, net of tax,
      the gains or losses and prior service costs or credits that arise during the
      period but are not recognized as components of net periodic benefit cost
      pursuant to SFAS No. 87. This Statement requires an entity to disclose in
      the notes to financial statements additional information about certain effects
      on net periodic benefit cost for the next fiscal year that arise from delayed
      recognition of the gains or losses, prior service costs or credits, and
      transition asset or obligation. The company is required to initially recognize
      the funded status of a defined benefit postretirement plan and to provide the
      required disclosures for fiscal years ending after December 15, 2006.
      Management believes that this statement will not have a significant impact
      on
      the company’s financial statements.




-10-




**PSPP
        HOLDINGS, INC. AND SUBSIDIARIES**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **FOR
          THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006**
 **(UNAUDITED)**


In
      February of 2007 the FASB issued SFAS 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities—including an amendment of FASB Statement No.
      115.”  The statement permits entities to choose to measure many
      financial instruments and certain other items at fair value. The objective
      is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions.  The statement is effective as of the beginning of an
      entity’s first fiscal year that begins after November 15, 2007.  The
      company is analyzing the potential accounting treatment.




FASB
      Interpretation No. 48, “ *Accounting
      for Uncertainty in Income Taxes, an interpretation of FASB
      Statement No.109* ”
      Interpretation 48 prescribes a recognition threshold and a measurement attribute
      for the financial statement recognition and measurement of a tax position taken
      or expected to be taken in a tax return. Benefits from tax positions should
      be
      recognized in the financial statements only when it is more likely than not
      that
      the tax position will be sustained upon examination by the appropriate taxing
      authority that would have full knowledge of all relevant information. The
      amount of tax benefits to be recognized for a tax position that meets the
      more-likely-than-not recognition threshold is measured as the largest amount
      of
      benefit that is greater than fifty percent likely of being realized upon
      ultimate settlement. Tax benefits relating to tax positions that previously
      failed to meet the more-likely-than-not recognition threshold should be
      recognized in the first subsequent financial reporting period in which that
      threshold is met or certain other events have occurred. Previously recognized
      tax benefits relating to tax positions that no longer meet the
      more-likely-than-not recognition threshold should be derecognized in the first
      subsequent financial reporting period in which that threshold is no longer
      met.
      Interpretation 48 also provides guidance on the accounting for and disclosure
      of
      tax reserves for unrecognized tax benefits, interest and penalties and
      accounting in interim periods. Interpretation 48 is effective for fiscal years
      beginning after December 15, 2006. The change in net assets as a result of
      applying this pronouncement will be a change in accounting principle with the
      cumulative effect of the change required to be treated as an adjustment to
      the
      opening balance of retained earnings on January 1, 2007, except in certain
      cases
      involving uncertainties relating to income taxes in purchase business
      combinations. In such instances, the impact of the adoption of Interpretation
      48
      will result in an adjustment to goodwill. The adoption of this standard had
      no
      material impact on the Company’s consolidated financial statements.




**Note
      2** **—** **Commitments**




As
      of
      April 10, 2006 all activities of the Company have been conducted by corporate
      officers from either their homes or business offices. Currently, there are
      no
      outstanding debts owed by the company for the use of these facilities and there
      are no commitments for future use of the facilities.




**Note
      3 - Stockholders’ Deficit**




Common
      Stock


During
      the three months ended June 30, 2007, the Company issued no shares of common
      stock.





Warrants


During
      the three months ended June 30, 2007, the Company issued no warrants for shares
      of common stock, nor were there any previously issued and
      outstanding.




-11-


Note
      4-Liabilities





During
      the quarter ended June
      30,
      2007 ,
      the
      company removed $66,511 in advances payable, and $290,017 in Convertible Debt
      that were on the books from 2002 and earlier. These debts were pre-bankruptcy
      of
      the Company’s then subsidiary Urbana Enterprises.





**Note
      5** **-
      Common Stock**





Set
      forth
      below is certain information regarding securities the Company issued during
      the
      3 month period covered by this Report, which were not registered under the
      Securities Act, to the extent not reported on a Form 10-QSB or Form 8-K for
      the
      period covered by this Report.





None.




-12-







**Item
      2.  Management’s Discussion and Analysis of Plan of
      Operations**





**FORWARD-LOOKING
      STATEMENTS**





*This
      discussion and analysis should be read in conjunction with the accompanying
      Consolidated Financial Statements and related notes. Our discussion and analysis
      of our financial condition and results of operations are based upon our
      consolidated financial statements, which have been prepared in accordance with
      accounting principles generally accepted in the United States. The preparation
      of financial statements in conformity with accounting principles generally
      accepted in the United States of America requires us to make estimates and
      assumptions that affect the reported amounts of assets and liabilities,
      disclosure of any contingent liabilities at the financial statement date and
      reported amounts of revenue and expenses during the reporting period. On an
      on-going basis we review our estimates and assumptions. Our estimates are based
      on our historical experience and other assumptions that we believe to be
      reasonable under the circumstances. Actual results are likely to differ from
      those estimates under different assumptions or conditions, but we do not believe
      such differences will materially affect our financial position or results of
      operations. Our critical accounting policies, the policies we believe are most
      important to the presentation of our financial statements and require the most
      difficult, subjective and complex judgments, are outlined below in ‘‘Critical
      Accounting Policies,’’ and have not changed significantly.*





*In
      addition, certain statements made in this report may constitute “forward-looking
      statements”. These forward-looking statements involve known or unknown risks,
      uncertainties and other factors that may cause the actual results, performance,
      or achievements of the Company to be materially different from any future
      results, performance or achievements expressed or implied by the forward-looking
      statements. Specifically, 1) our ability to obtain necessary regulatory
      approvals for our products; and 2) our ability to increase revenues and
      operating income, is dependent upon our ability to develop and sell our
      products, general economic conditions, and other factors. You can identify
      forward-looking statements by terminology such as "may," "should," "expects,"
      "intends," "plans," "anticipates," "believes," "estimates," "predicts,"
      "potential," "continues" or the negative of these terms or other comparable
      terminology. Although we believe that the expectations reflected-in the
      forward-looking statements are reasonable, we cannot guarantee future results,
      levels of activity, performance or achievements.*





**General**





The
      following discussion and analysis should be read in conjunction with the our
      consolidated financial statements and related footnotes for the year ended
      December 31, 2006 included in our Form 10K-SB for the year ended December 31,
      2006 filed with the Securities and Exchange Commission.  The
      discussion of results, causes and trends should not be construed to imply any
      conclusion that such results or trends will necessarily continue in the
      future.





**Overview**




As
      used
      herein the term "Company" refers to the PSPP Holdings, Inc., a Nevada
      corporation and its predecessors, unless the context indicates otherwise.





In
      December 2005 the Company acquired all the shares of Dream Apartments TV for
      $58,100.00. Dream Apartments has not launched its programming to date and still
      intends to produce DVD's for apartment house applicants in the San Diego area
      initially and regionally in Southern California when fully developed. The
      Company has made arrangements with Maximum Impact Productions of Carlsbad,
      California for the DVD sales and distribution. As of June 30, 2007 there has
      been no further developments relating to the investment in the acquisition
      of Dream Apartments TV and there is no assurance that there will be any further
      developments.





On
      April
      10, 2006, PSPP Holdings, Inc. acquired 100% of Esafe, Inc., a debit card issuer.
        The Company issued 22,890,936 shares of common stock to UC HUB
      Group, Inc. (OTCBB: UCHB.OB) as part of the purchase price and agreed to fund
      $200,000.00 (Two Hundred Thousand Dollars) of working capital.




-13-


eSafe,
      Inc. provides financial services and is a transaction-based business of
      electronic payments and related digital banking. All debit or credit related
      transactions for a participating consumer, affinity group, business, or
      government entity are centrally managed.





eSafe's
      current family of revenue generating products and services include:





Payroll
      cards


Pre-paid
      debit cards (also referred to as "Cash Cards")


Gift
      cards


Merchant
      services





The
      Company will focus on building the operations of eSafe, Inc. through revenues
      generated from sales of its debit\credit cards and through equity and\or debt
      financing. Without additional capital the Company would be unable to fund its
      operations.





**Our
      Corporate History**





PSPP
      Holdings, Inc. (the "Company" or "PSPP") (Previously Urbana.ca, Inc.,
      previously: Pitts and Spitts, Inc.) is incorporated under the laws of the State
      of Nevada.





Urbana.ca,
      Inc. ("the Company") was organized on February 23, 1993 under the laws of the
      State of Delaware and October 9, 1997, changed its jurisdiction of incorporation
      to Nevada.





On
      April
      15, 1999 a wholly-owned subsidiary, U.R.B.A. Holdings, Inc. ("URBA") was
      incorporated under the laws of British Columbia to facilitate acquisitions
      in
      Canada. During January, 2000, URBA, 100% of the outstanding shares of Urbana.ca
      Enterprises Corp. ("Urbana.ca Enterprises"), E-Bill Direct Inc. ("E-Bill"),
      and
      Enersphere.com, Inc. ("Enersphere"), which are in the business of developing
      and
      marketing Internet-based products and services through the licensing of LocalNet
      portals and distribution of set-top boxes. Effective March 10, 2000, Urbana.ca
      Enterprises, Enersphere and E-Bill were amalgamated under the statutory laws
      of
      the Province of Ontario into a new company named Urbana Enterprises Corp.
      (Urbana Enterprises").





In
      March
      2002, Urbana Enterprises, a subsidiary of Urbana.ca, Inc., filed for bankruptcy
      under Chapter 7. Its operations are terminated and its remaining assets and
      liabilities are controlled by a trustee. Subsequently, the Corporation's
      subsidiary filed bankruptcy in March 2002 and the Corporation had no operations.
      As a result of the bankruptcy $3,357,861 of debt was relieved and the subsidiary
      was dissolved.





In
      October 2002, the Corporation entered into an Exchange Agreement with Oxford
      Knight International, Inc. whereby the Corporation 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 Pitts and Spitts, Inc., a Texas corporation.
      Pitts and Spitts, Inc., Inc. and Fabricating Solutions, Inc. were engaged in
      the
      sale of barbeque pits and fabricating solutions, respectively. The Exchange
      Agreement was subject to the approval of the Oxford shareholders. In July 2002,
      the Corporation changed its name to Pitts and Spitts, Inc.





In
      December 2005 the company acquired all the shares of Dream Apartments TV for
      $58,100.00. Dream Apartments has not launched its programming to date and still
      intends to produce DVD's for apartment house applicants in the San Diego area
      initially and regionally in Southern California when fully developed. The
      Company has made arrangements with Maximum Impact productions of Carlsbad,
      California for the DVD sales and distribution.





In
      2005,
      the Company reverse split the common stock. A 1 for 100 share reverse split
      of
      the outstanding shares of stock of 61,761,530 shares resulted in 30,608,428
      shares outstanding (30,000,000 shares were non-dilutable).




-14-


On
      April
      10, 2006, PSPP Holdings, Inc. acquired 100% of eSafe Cards, Inc., a prepaid
      card
      issuer. The company issued 22,890,936 shares of common stock to UCHUB as part
      of
      the purchase price and agreed to fund $200,000.00 (Two Hundred Thousand Dollars)
      of working capital to eSafe.





**Critical
      Accounting Policies and Estimates**





Our
      discussion and analysis of our financial condition and results of operations
      are
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America.  The preparation of these consolidated financial statements
      requires us to make estimates and judgments that affect the reported amounts
      of
      assets, liabilities, revenues and expenses, and related disclosures of
      contingent assets and liabilities.  On an ongoing basis, we evaluate
      our estimates, including assessment of the recoverability of long-lived assets,
      which is based on such factors as estimated future cash flows.  We
      base our estimates on historical experience and on various other assumptions
      that we believe to be reasonable under the circumstances, the results of which
      form the basis for making judgments about the carrying value of assets and
      liabilities that are not readily apparent from other sources. Actual results
      may
      differ from these estimates under different assumptions or conditions; however,
      we believe that our estimates, including those for the above-described items,
      are reasonable.




*Revenues.* **** Revenues
      are recognized only when realized / realizable and earned, in accordance with
      accounting principles generally accepted in the United States.





*Stock
      Based Compensation.* **** We
      account for our stock-based compensation in accordance with SFAS No. 123R,
      “Share-Based Payment, an Amendment of FASB Statement No. 123.” We recognize in
      the statement of operations the grant-date fair value of stock options and
      other
      equity-based compensation issued to employees and non-employees.





*Long-Lived
      Assets.* We
      account for long-lived assets in accordance with SFAS No. 144, “Accounting for
      the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are reviewed
      when facts and circumstances indicate that the carrying value of the asset
      may
      not be recoverable. When necessary, impaired assets are written down to their
      estimated fair value based on the best information available.





**Our
      Plan of Operation**





The
      Company together with our wholly owned subsidiaries generated no gross revenues
      for the three months ended June 30, 2007. As of June 30, 2007 we had cash on
      hand of $104,938 and accounts receivable of $117,000.





Our
      plan
      of operation calls for additional capital to facilitate growth and support
      our
      long-term development, acquisition strategy and marketing programs. It is likely
      that we will have to seek additional financing through future public or private
      sales of our securities, including equity securities. We may also seek funding
      for the development and acquisitions marketing of our products through strategic
      partnerships and other arrangements with investment partners. There can be
      no
      assurance, however, that such collaborative arrangements or additional funds
      will be available when needed, or on terms acceptable to us, if at all. Any
      such
      additional financing may result in significant dilution to existing
      stockholders. If adequate funds are not available we may be required to curtail
      one or more of our future activates programs. We expect to incur significant
      capital expenses in pursuing our development and acquisition strategy plans
      to
      increase sales volume, expanding our product lines and obtaining additional
      financing through stock offerings, or licensing agreements or other feasible
      financing alternatives. In order for us to continue our operations, we will
      require additional funds over the next 12 months. While we hope we will be
      able
      to generate funds necessary to maintain our operations, without additional
      funds
      there will be a limitation to the number of new projects that we could take
      on,
      which may have an effect on our ability to maintain our operations. Additional
      financing may not be available on terms favorable to us, or at all. If
      additional funds are not available, we may not be able to execute our business
      model plan or take advantage of business opportunities. Our ability to obtain
      such additional financing and to achieve our operating goals is uncertain.
      In
      the event that we do not obtain additional capital or are not able to increase
      cash flow through the increase of in revenues, there is a substantial doubt
      of
      our being able to continue as a going concern.




-15-




**Liquidity
      and Capital Resources**




While
      we
      have raised capital to meet our working capital and financing needs in the
      past,
      additional financing is required in order to meet our current and projected
      cash
      flow deficits from operations and development. We are seeking financing in
      the
      form of equity in order to provide the necessary working capital. We currently
      have no commitments for financing.





There
      is
      no guarantee that we will be successful in raising the funds required.





By
      adjusting our operations and development to the level of capitalization, we
      believe we have sufficient capital resources to meet projected cash flow
      deficits through the next 12 months. However, if thereafter we are not
      successful in generating sufficient liquidity from operations or in raising
      sufficient capital resources, on terms acceptable to us, this could have a
      material adverse effect on our business, results of operations, liquidity and
      financial condition.





**Quarterly
      Developments**





None.




**Critical
      Accounting Policies**





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make a wide variety of estimates
      and assumptions that affect (i) the reported amounts of assets and liabilities
      and disclosure of contingent assets and liabilities as of the date of the
      financial statements, and (ii) the reported amounts of revenues and expenses
      during the reporting periods covered by the financial statements. Our management
      routinely makes judgments and estimates about the effect of matters that are
      inherently uncertain. As the number of variables and assumptions affecting
      the
      future resolution of the uncertainties increases, these judgments become even
      more subjective and complex. The most significant accounting policies that
      are
      most important to the portrayal of our current financial condition and results
      of operations are as follows:





*Inflation:* Our
      results of operations have not been affected by inflation and we do not expect
      inflation to have a significant effect on its operations in the future.





*Revenues:* The
      Company recognizes revenue in accordance with Securities and Exchange Commission
      Staff Accounting Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial
      Statements”. Revenue consists of the sale of products and is recognized only
      when the price is fixed or determinable, persuasive evidence of an arrangement
      exists, the product is shipped, and collectability is reasonably assured.





*Stock
      Based Compensation.* **** We
      account for our stock-based compensation in accordance with SFAS No. 123R,
      “Share-Based Payment, an Amendment of FASB Statement No. 123.” We recognize in
      the statement of operations the grant-date fair value of stock options and
      other
      equity-based compensation issued to employees and non-employees.





*Long-Lived
      Assets.* We
      account for long-lived assets in accordance with SFAS No. 144, “Accounting for
      the Impairment or Disposal of Long-Lived Assets”. Long-lived assets are reviewed
      when facts and circumstances indicate that the carrying value of the asset
      may
      not be recoverable. When necessary, impaired assets are written down to their
      estimated fair value based on the best information available.





**Our
      plan of operation**





Our
      plan
      of operation calls for additional capital to facilitate growth and support
      our
      long-term development and acquisition strategy marketing programs. It is likely
      that we will have to seek additional financing through future public or private
      sales of our securities, including equity securities. We may also seek funding
      for the development and acquisitions marketing of our products through strategic
      partnerships and other arrangements with investment partners. There can be
      no
      assurance, however, that such collaborative arrangements or additional funds
      will be available when needed, or on terms acceptable to us, if at all. Any
      such
      additional financing may result in significant dilution to existing
      stockholders. If adequate funds are not available we may be required to curtail
      one or more of our future activates programs. We expect to




-16-


incur
      significant capital expenses in pursuing our development and acquisition
      strategy plans to increase sales volume, expanding our product lines and
      obtaining additional financing through stock offerings, or licensing agreements
      or other feasible financing alternatives. In order for us to continue our
      operations, we will require additional funds over the next 12 months. While
      we
      hope we will be able to generate funds necessary to maintain our operations,
      without additional funds there will be a limitation to the number of new
      projects that we could take on, which may have an effect on our ability to
      maintain our operations. Additional financing may not be available on terms
      favorable to us, or at all. If additional funds are not available, we may not
      be
      able to execute our business model plan or take advantage of business
      opportunities. Our ability to obtain such additional financing and to achieve
      our operating goals is uncertain. In the event that we do not obtain additional
      capital or are not able to increase cash flow through the increase of in
      revenues, there is a substantial doubt of our being able to continue as a going
      concern.





**Item
      3 - Controls and Procedures**





As
      required by SEC rules, we have evaluated the effectiveness of the design and
      operation of our disclosure controls and procedures at the end of the period
      covered by this report. This evaluation was carried out under the supervision
      and with the participation of our management, including our Chief Executive
      Officer, who is our principal executive officer and principal financial
      officer.  Based on this evaluation, this officer has concluded
      that the design and operation of our disclosure controls and procedures are
      effective. There were no changes in our internal control over financial
      reporting or in other factors that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial
      reporting.





Disclosure
      controls and procedures are our controls and other procedures that are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the SEC’s rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed by
      us in
      the reports that we file under the Exchange Act is accumulated and communicated
      to our management, including principal executive officer and principal financial
      officer, as appropriate, to allow timely decisions regarding required
      disclosure.







**Item
      4 - Subsequent Events**





None.




-17-




**Part
      II.   OTHER INFORMATION**





**Item
      1. Legal Proceedings**




None.





**Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds**





None.





**Item
      3.  Defaults Upon Senior Securities**





None.





**Item
      4.  Submission of Matters to a Vote of Security
      Holders**





None.





**Item
      5.  Other Information**





None.





**Item
      6.  Exhibits**





**Regulation**
              **S-B
                Number**
            **Exhibit**31.1
            Certification
                of the Chief Executive Officer, as the principal executive officer
                and the
                principal financial officer, under 18 U.S.C. section 1350, as adopted
                in
                accordance with section 302 of the Sarbanes-Oxley Act of
                2002.32.1
            Certification
                of the Chief Executive Officer, as the principal executive officer
                and the
                principal financial officer, under 18 U.S.C. Section 1350, as adopted
                in
                accordance with Section 906 of the Sarbanes-Oxley Act of
                2002.






-18-




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.








DATE:
                August 20, 2007
            PSPP
                HOLDINGS, INC.
              (Registrant)
              
              By: 
                /s/ Larry D. WilcoxLarry
                D. Wilcox
              Director
                and CEO
              (Principal
                Executive Officer and Principal Financial
                Officer)






-19-