UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



FORM 10-QSB

For the quarterly period ended September 30, 2007



Commission file number: 000-24723



PSPP HOLDINGS, INC.,

(Exact name of small business issuer as specified in its charter)



Nevada

88-0393257

(State or other jurisdiction of incorporation or organization)  (IRS Employer Identification No.)



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

(Address Of Principal Executive Offices)



(310)-207-9745

Issuer's telephone number



(Former name, former address and former fiscal year, if changed since last report)

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 [  ]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check  whether  the  registrant  filed  all documents and reports required to be filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities  under  plan  confirmed  by  a  court.  Yes  ____  No  ____



APPLICABLE ONLY TO CORPORATE ISSUERS

The aggregate number of shares issued and outstanding of the issuer's common stock as of  September 30, 2007 was: 64,499,364shares



Transitional  Small  Business  Disclosure  Format  (Check  one):

Yes  [  ]  No  [X]



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ] No [X]















PSPP HOLDINGS, INC

FORM 10-QSB

September 30, 2007



INDEX



PART I



Item 1.

Financial Statements

4

Item 2.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

11



PART II



Item 1.

Legal Proceedings

14

Item 2.

Changes in Securities and Use of Proceeds

14

Item 5.

Other Information

14

Item 6.

Exhibits and Reports on Form 8-K

14



Signatures

14











PART I. FINANCIAL INFORMATION



Item 1.  Financial Statements







PSPP HOLDINGS, INC.

BALANCE SHEET

September 30, 2007



|                                         |  |         |          |                   
|---------------------------------------- |  | ------- | -------- | ------------------
|                                         |  |         |          | September 30, 2007
|                                         |  |         |          |                   
|Assets                                   |  |         |          |                   
|                                         |  |         |          |                   
|Current Assets                           |  |         |          |                   
|Cash                                     |  |         | $        | 55                
|Accounts Receivable                      |  |         | 0       
|Other Current Assets                     |  |         |          |                   
|Loan receivable                          |  |         |          | 0                 
|TOTAL ASSETS                             |  |         |          | 55                
|                                         |  |         |          |                   
|Liabilities                              |  |         |          |                   
|                                         |  |         |          |                   
|Accts Payable & Accrued Expenses         |  | 246,120
|Loans Payable                            |  |         |          | 777,557           
|                                         |  |         |          |                   
|                                         |  |         |          |                   
|TOTAL LIABILITIES                        |  |         |          | 1,023,677         
|                                         |  |         |          |                   
|                                         |  |         |          |                   
|Stockholders Equity                      |  |         |         
|                                         |  |         |          |                   
|Preferred Stock $.001 Par Value          |  |         |         
|10,000,000 Shares Authorized             |  |         |         
|1,000,000 Shares I/O                     |  |         |          | 300,000           
|                                         |  |         |          |                   
|Common Stock $.001 Par Value             |  |         |         
|100,000,000 Shares Authorized            |  |         | 64,499  
|64,499,364 shares issued and outstanding |  |        
|                                         |  |         |          |                   
|Paid in Capital                          |  |         |          | 4,895,873         
|Accumulated Deficit                      |  |         |          | (5,970,994)       
|                                         |  |         |          |                   
|Less Investments In:                     |  |         |          |                   
|Oxford Knights Intl                      |  |         |          | (300,000)         
|Dream Investments TV                     |  |         | (58,000)
|eSafe, Inc.                              |  |         |          |                   









|                          |  |             |    |       
|------------------------- |  | ----------- | -- | ------
|Invest, Inc.              |  |             |    | 45,000
|                          |  |             |    |       
|TOTAL STOCKHOLDERS EQUITY |  | (1,023,622)
|                          |  |             |    |       
|TOTAL LIABILITIES AND     |  |             |   
|STOCKHOLDERS EQUITY       |  | $           | 55
|                          |  |             |    |       



See accompanying notes to interim condensed financial statements.

4







PSPP HOLDINGS, INC.

STATEMENT OF OPERATIONS



|                                    |                         |                    |                    |                    |           |             |         |         
|----------------------------------- | ----------------------- | ------------------ | ------------------ | ------------------ | --------- | ----------- | ------- | --------
|                                    |                         |                    |                    |                    |           | Sept 30,    |         | Sept 30,
|                                    |                         |                    |                    |                    |           | 2007        |         | 2006    
|                                    | Ordinary Income/Expense |                    |                    |                    |          
|                                    |                         |                    | Income             |                    |           |             |        
|                                    |                         |                    |                    | Card Purchases     |           | 0           |         | 0       
|                                    |                         |                    |                    | EPay               |           | 0           |         | 0       
|                                    |                         |                    |                    | Forgiveness Debt   |           | 0           |         | 0       
|                                    |                         |                    | Total Income       |                    | 0         |             | 240    
|                                    |                         |                    | Cost of Goods Sold |                    |           |             |        
|                                    |                         |                    |                    | Hardware Purchases |           | 0           |         | 0       
|                                    |                         |                    | Total COGS         |                    | 0         |             | 0      
|                                    |                         | Gross Profit       |                    | 0                  |           | 240        
|                                    |                         |                    | Expense            |                    |           |             |        
|                                    |                         |                    |                    | Consulting         |           | 22,000      |         | 95,040  
|                                    |                         |                    |                    | Interest           |           |             |         | 23,346  
|                                    |                         |                    |                    | Professional Fees  |           | 18,500      |         | 64,891  
|                                    |                         |                    |                    | Salary             |           | 4,305       |         | 14,500  
|                                    |                         |                    |                    | Office and General |           | 7,092       |         | 69,566  
|                                    |                         |                    | Total Expense      |                    | 51,897    |             | 267,438
|                                    | Net Ordinary Income     |                    | (51,897)           |                    | (267,103)
|                                    | Other Income/Expense    |                    |                    |                    |          
|                                    |                         | Other Income       |                    |                    |           |            
|                                    |                         |                    | Other Income       |                    | 0         |             | 0      
|                                    |                         | Total Other Income |                    | 0                  |           | 0          
|                                    | Net Other Income        |                    | 0                  |                    | 0        
|Net Income                          |                         |                    | (51,897)           |                    | (267,103)
|                                    |                         |                    |                    |                    |           |             |         |         
|Accumulated Deficiency              |                         |                    |                    |                   
|                                    |                         | Beginning Period   |                    | (5,919,097)        |           | (4,933,399)
|                                    |                         | End Period         |                    | (5,970,994)        |           | (5,200,502)
|                                    |                         |                    |                    |                    |           |             |         |         
|Basic and Diluted Income (Loss)     |                         |                    |                    |                   
|                                    | per Common share        |                    | 0                  |                    | 0        
|                                    |                         |                    |                    |                    |           |             |         |         
|Weighted Average shares outstanding |                         | 64,499,364         |                    | 55,499,364        
|                                    |                         |                    |                    |                    |           |             |         |         



See accompanying notes to interim condensed financial statements.

5







PSPP HOLDINGS, INC.

STATEMENT OF CASH FLOWS



|                      |                              |                                           |                                     |                  |           |           |         
|--------------------- | ---------------------------- | ----------------------------------------- | ----------------------------------- | ---------------- | --------- | --------- | --------
|                      |                              |                                           |                                     |                  | Sept 30,  |           | Sept 30,
|                      |                              |                                           |                                     |                  | 2007      |           | 2006    
|                      |                              | CASH FLOWS FROM OPERATING ACTIVITIES      |                                     |                  |          
|                      |                              |                                           | Net Income (Loss)                   | (51,897)         |           | (267,103)
|                      |                              |                                           | Adjustments to reconcile Net Income |                  |           |          
|                      |                              |                                           | to net cash provided by operations: |                  |           |          
|                      |                              |                                           |                                     | Accounts Payable | 0         |           | 143,248 
|                      |                              |                                           |                                     | Loans Payable    | 0         |           | 0       
|                      |                              |                                           |                                     |                  |           |           |         
|                      |                              | Net cash provided by Operating Activities | (51,897)                            |                  | (123,248)
|                      |                              |                                           |                                     |                  |           |           |         
|                      |                              | CASH FLOWS FROM INVESTING ACTIVITIES      |                                     |                  |          
|                      |                              |                                           | Acquisition                         |                  |           | (316,826)
|                      |                              |                                           | Additional Paid In Capital          |                  |           | 338,600  
|                      |                              |                                           | Investment                          | 0                |           | 45,000   
|                      |                              | Net cash provided by Investing Activities | 0                                   |                  | 66,774   
|                      |                              | CASH FLOWS FROM FINANCING ACTIVITIES      |                                     |                  |          
|                      |                              |                                           | Loans                               | 51,952           |           | 154,829  
|                      |                              | Net cash provided by Financing Activities | 51,952                              |                  | 154,829  
|                      | Net cash increase for period | 55                                        |                                     | 97,748          
|                      | Cash at beginning of period  | 0                                         |                                     | 12,160          
|Cash at end of period | 55                           |                                           | 109,908                            





See accompanying notes to interim condensed financial statements.

6











































PSPP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007



NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION



In July of 2002 the Company changed its name from Urbana.ca, Inc. to Pitts & Spitts, Inc. On April 11, 2003 the Company changed its name to PSPP Holdings, Inc.



Urbana.ca, Inc. ("the Company") was organized on February 23, 1993 under the laws of the State of Delaware and October 30, 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 it's remaining assets and liabilities are controlled by a trustee.



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.  The Corporation entered into an Exchange Agreement with Oxford Knight International, Inc. in October 2002 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.

7









In 2005 there was a reverse split of the Company's 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).



In the first quarter, 2006, $1,072,066 in debt was forgiven reducing the Company's liabilities.



On April 10, 2006, PSPP Holdings, Inc. acquired 100% of eSafe Cards, Inc., a debit 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. eSafe's web site is Eluxe Financial.com.



Revenues of the Company (through the acquisition of its wholly owned subsidiary eSafe, Inc) began in the 4th quarter of 2006 subsequent to the acquisition of eSafe, Inc. The Company filed an 8-k report regarding the details of the acquisition.



As of November 16th, 2007 the Company rescinded the acquisition of eSafe, Inc. and has returned 100% of eSafe to UCHUB Group, Inc.



Basis of Presentation



These financial statements are expressed in US dollars and have been prepared in accordance with accounting principles generally accepted in the United States.



Use of Estimates and Assumptions



Preparation of the Company's financial statements in conformity with generally accepted accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.



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.



Furniture and Equipment



Furniture and equipment are recorded at cost. Depreciation is calculated by using the straight-line method for financial reporting and accelerated methods for income tax purposes. The useful life of the assets range from 24 to 60 months.





8







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.



Net Loss per Common Share



Basic loss per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. The accompanying presentation s only of basic loss per share as the potentially dilutive factors are anti-dilutive to basic loss per share.



Stock-based Compensation



The Company accounts for stock-based compensation using the intrinsic value based method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"). APB No. 25 requires that compensation cost be recorded for the excess, if any, of the quoted market price of the common stock over the exercise price at the date the options are granted. In addition, as required by SFAS No. 123, the company provides pro-forma disclosure of the impact of applying the fair value method of SFAS No. 123.



Recent accounting pronouncements



The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow.



NOTE 2 - FINANCIAL CONDITION AND GOING CONCERN



For the three months ended September 30, 2007, the Company had no revenues as it rescinded its acquisition of its former subsidiary, eSafe, Inc. The former revenues were from fees associated with its debit card processing.



Because of these recurring losses, the Company will require additional working capital to develop and/or renew its business operations.



These conditions raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

9







NOTE 3 - ACQUISITIONS



As of year end December 2006 the company acquired all the shares of Dream Apartments TV for $58,100.00. However there is no assurance at the three months ended September 30, 2007 that any revenues or other operations or benefits will result from the acquisition.



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 UCHUB as part of the purchase price and agreed to fund $200,000.00 (Two Hundred Thousand Dollars) of working capital to ESafe. On November 16, 2007 the Company rescinded the acquisition of eSafe, Inc.



NOTE 4 - LOANS PAYABLE



At the three months ended September 30, 2007 the Company had loans payable of $777,557.



NOTE 5 - CAPITAL STOCK



No shares were issued during the three months ended September 30, 2007.



NOTE 6 - INCOME TAXES



The Company has net operating loss carry-forwards which, result in deferred tax assets. These loss carry forwards will expire; if not utilized, commencing in 2005. The realization of the benefits from these deferred tax assets appears uncertain due to the Company's limited  operating history and continuing losses. Accordingly, a full-deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.



NOTE 7 - OPERATIONS

DREAM APRTMENTS TV



In 2005 the company acquired all the shares of Dream Apartments TV for $58,100.00. However there is no assurance at the three months ended September 30, 2007 that any revenues or other operations or benefits will result from the acquisition.



ESAFE CARDS, INC.



On November 16, 2007 the Company rescinded the acquisition of eSafe, Inc.



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 UCHUB as part of the purchase price and agreed to fund $200,000.00 (Two Hundred Thousand Dollars) of working capital to Esafe. Esafes web site is Eluxe Financial.com.

10







eSafe Cards, Inc. has a transaction-based platform that provides credit and debit card processing services to merchants. The associated application delivers specialized processing services related to the creation, delivery, processing and servicing of payroll cards as well as gift cards.



NOTE 8 - SUBSEQUENT EVENTS



The Company is currently seeking an acquisition of a private company. Currently it is in no negotiations with any specific Company.



Item 8. Changes In And Disagreements With Accountants On Accounting And Financial Disclosures.



None. Management has used the accounting firm of Lawrence Sharfman & Co., CPA P.C. There have been no changes in accountants or disagreements with accountants on accounting principles or practices, financial statement disclosure, or auditing scope or procedures.



Item 8A. Controls and Procedures.



(a)

As of the end of the period covered by this report, the Chief Executive Officer and the Chief Financial Officer made an evaluation of the company's disclosure controls and procedures (as defined in ss.240.13a-15(e) or 240.15d-15(e) of the Securities Exchange Act). Based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under the Exchange Act, in his opinion, the disclosure controls and procedures are effective.



(b)

During the most recent fiscal year, there have not been any significant changes in our internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations





Overview



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.

11







As of the three months ended September 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 UCHUB as part of the purchase price and agreed to fund $200,000.00  (Two Hundred Thousand Dollars) of working capital to Esafe. eSafe, Inc. is currently planning to repurchase the stock issued to UC Hub group, Inc. with cash and a note.



On November 16, 2007 the Company rescinded the acquisition of eSafe, inc.



We may utilize our capital stock, debt or a combination of capital stock and debt, in order to generate capital for our business model. The issuance of additional shares of our capital stock:



*

may significantly reduce the equity interest of our stockholders;



*

will possibly cause a change in control if a substantial number of our  shares of capital stock are   issued,; and



*

may adversely affect the prevailing market price for our Common Stock once the Company commences trading.



Similarly, if we issued debt securities, it could result in:



*

acceleration of our obligations to repay the indebtedness even if we have made all principal     and interest payments when due if the debt security contained covenants that required the  maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants;



*

our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and



*

our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.



Liquidity and Capital Resources



As of the three months ended September 30, 2007, PSPP had total assets of $55.



Current liabilities totaled $1,023,622 which consists of loans payable, convertible debt, and accrued expenses

12







The Company issued 22,890,936 shares of common stock to UC HUB GROUP, INC as part of the purchase price of eSafe, Inc. and agreed to fund $200,000.00 (Two Hundred Thousand Dollars) of working capital to eSafe. The Company has no current plan in place to raise additional capital. The Company may sell additional stock, arrange debt financing or seek other avenues of raising capital.



On November 16, 2007 the Company rescinded the acquisition of eSafe, Inc.



There are no limitations in our certificate of incorporation on our ability to borrow funds or raise funds through the issuance of restricted Common Stock. Our limited resources and lack of having a significant cash-generating business operation may make it difficult to borrow funds or raise capital. Our inability to borrow funds or raise funds through the issuance of restricted capital stock required for expansion of our business model may have a material adverse effect on our financial Condition. To the extent that debt financing ultimately proves to be available, any borrowing will subject us to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt.



PART II - OTHER INFORMATION



ITEM 1: Legal Proceedings



None.



Item 2. Changes in Securities and Use of Proceeds



NONE.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



There were no matters submitted to a vote of the security holders during the

quarter.



Item 5. Other Information



None.









13











Item 6.  EXHIBITS AND REPORTS ON FORM 8-K



a)  Exhibits

None



b) Reports on Form 8-K

8-k

Files 10-5-2007

8-k

Filed 11-26-2007

8-k/A

Filed 11-29-2007





















SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant  caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



September 30, 2007



PSPP HOLDINGS, INC.





By: /s/ KYLE GOTSHALK

Name: KYLE GOTSHALK

Title: Chief Executive Officer





By: /s/ CHERISH ADAMS

Name: CHERISH ADAMS

Title: Chief Financial Officer





14