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, 2004

                                       OR

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

          From 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                (IRS Employer Identification No.)
 incorporation or organization)


              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  [ ]  No [ x ]

      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  June 30, 2004 was: 61,761,530 SHARES and at January 17, 2007
was: 55,499,364.00 shares at $0.001 par value.

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 [X] No [  ]

<PAGE>
                                PSPP HOLDINGS, INC
                                   FORM 10-QSB
                                  June 30, 2004

                                      INDEX

                                     PART I

Item 1.         Financial Statements                                          3
Item 2.         Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                    10

                                     PART II


Item 1.         Legal Proceedings                                            10
Item 2.         Changes in Securities and Use of Proceeds                    10
Item 5.         Other Information                                            10
Item 6.         Exhibits and Reports on Form 8-K                             10

                Signatures                                                   10


<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
                                 PSPP HOLDINGS, INC.
                                   BALANCE SHEET
<TABLE>
<CAPTION>

                                                                   June 30,
                                                                     2004
                                                                ----------------
                                                                   (Unaudited)
<S>                                                                 <C>

ASSETS                                                               $      -
                                                                ================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
  Accounts payable and accrued liabilities                         $   76,000
  Loans payable                                                     1,145,001
  Convertible debt                                                    283,099
  Advances payable                                                     66,511
                                                                ----------------

    Total                                                           1,570,611
                                                                ----------------

    Total current liabilities                                       1,570,611

Stockholders' equity (deficit):
  Preferred stock, $.001 par value, 10,000,000 shares
    authorized, ,1000,000 shares issued and outstanding
  Common stock, $.001 par value, 80,000,000 shares
    authorized:  96,875 shares issued and outstanding:                      -
  Preferred Stock                                                     300,000
  Common Stock                                                         61,762
  Additional paid in capital                                        4,007,447
  Special warrant proceeds                                                  -
  Accumulated deficit                                              (5,639,820)
                                                                ----------------
Less: Investments
  Oxford Knight                                                      (300,000)
  Dream Investments TV                                                      -
                                                                ----------------

    Total stockholders' equity (deficit)                        $  (1,570,611)
                                                                ----------------
     Liabilities & Stockholder's Equity                              $      -
                                                                ================



              See accompanying notes to interim condensed financial
                                  statements.
                                       3
</TABLE>
<PAGE>

                             PSPP HOLDINGS, INC.
                           STATEMENTS OF OPERATIONS
                                 (Unaudited)
<TABLE>
<CAPTION>
                                             Three months ended               Six months ended
                                                 June 30,                        June 30,
                                                 --------                       --------
                                             2004         2003             2004            2003
                                         ------------  -------------   -------------  -------------
<S>                                      <C>           <C>             <C>            <C>

Revenues                                   $       -    $         -       $       -     $        -

Expenses:
  Interest                                    23,346         23,346          46,692         46,692
  Consulting and management                        -              -               -              -
  Depreciation and amortization                    -              -               -              -
  Office and general                               -              -               -              -
  Professional fees                                -         19,000               -         38,000
  Salaries and benefits                            -              -               -              -
  Other general and administrative                 -              -                          7,795
                                         ------------- --------------  --------------  -------------
    Total expenses                            23,346         42,346          46,692         84,692
                                         ------------- --------------  --------------  -------------
  Net income (loss)                      $   (23,346)   $   (42,346)   $    (46,692)   $   (84,692)
                                         ============= ==============  =============  =============

Basic and diluted income (loss) per
common share                             $     (0.00)   $     (0.00)   $      (0.00)   $     (0.00)
                                         ============= ==============  ==============  =============

Weighted average shares outstanding        61,761,530    61,760,530      61,760,530     61,760,530
                                         ============= ==============  ==============  =============
</TABLE>



              See accompanying notes to interim condensed financial
                                  statements.
                                       4
<PAGE>

                             PSPP HOLDINGS, INC.
                           STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Six months ended
                                                                 June 30,
                                                       -------------------------------
                                                          2004                2003
                                                       ---------         -------------
<S>                                                    <C>               <C>

Cash flows from operating activities:
  Net loss                                             $   (23,346)       $   (42,346)
    Adjustments to reconcile net income to net cash
      used in operating activities:
    Accts. Payable (Increase)                                    -             19,000
    Accts. Payable (Decrease)                                    -                  -
    Depreciation and amortization                                -                  -
    Accrued interest expense                                     -                  -
    Non-cash consulting fees                                     -                  -
    Non-cash finance fees                                        -                  -
    Bad debts                                                    -                  -
  Changes in operating assets and liabilities                    -                  -
    Net changes in non-cash working capital                      -                  -
                                                       -------------      ------------
    Total                                                        -             19,000

    Net cash used in operating activities                  (23,346)           (23,346)
                                                       -------------      ------------

Cash flows from investing activities:
  Additional Paid in Capital                                     -                  -
  Common Stock                                                   -                  -
  Capital expenditures                                           -                  -
                                                       -------------      ------------
    Total                                                  (23,346)           (23,346)


Cash flows from financing activities:
  Advances to related parties                                    -                  -
  Deferred financing fee                                         -                  -
  Special warrant proceeds                                       -                  -
  Proceeds from convertible debentures                       2,973              2,973
  Loans                                                     20,373             20,373
                                                       -------------      ------------
    Total                                                   23,346             23,346
                                                       -------------      ------------

Effect of exchange rate changes on cash                          -                  -

Net increase (decrease) in cash and cash equivalents             -                  -
Cash and cash equivalents at beginning of period                 -                  -
                                                       -------------      ------------
Cash and cash equivalents at end of period               $       -          $       -
                                                       =============      ============


</TABLE>


              See accompanying notes to interim condensed financial
                                  statements.
                                       5
<PAGE>




                                PSPP HOLDINGS, INC
                         NOTES TO  FINANCIAL STATEMENTS
                                 June 30, 2004

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.   PSPP HOLDINGS, 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.

At the quarter ended  June 30, 2004   the Company actively sought acquisition or
merger candidates.  The Company's ability to operate as a goping concern depends
upon its ability to find an acquisition or merger candidate. Even if the Company
does succed in merging with or acquiring another  Company  there is no assurance
that the Company will be successful.
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.


                                       6
<PAGE>

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.

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  is only of basic  loss per share as the  potentially
dilutive factors are anti-dilutive to basic loss per share.

                                       7
<PAGE>

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 QUARTER ENDED,  the Company  incurred  losses totalling $42,346.00.
Because of these recurring losses,  the Company will require additional  working
capital to develop  and/or renew its business operations.

The Company is identifying merger and/or acquisition candidates.  As of year end
no acquisition or merger agreements have been closed.

There are no  assurances  that the  Company  will be able to  identify  a merger
candidate and if adequate  working  capital is not available the Company may not
renew its 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.

NOTE 3 - ACQUISITIONS

Urbana.ca Enterprises Corp.

In 2002 the subsidiary,Urbana.ca Enterprises Corp., filed for bankruptcy and was
subsequently dissolved.


NOTE 4 - LOANS PAYABLE

The Company has outstanding  loans AND ADVANCES PAYABLE totalling $1,570,611.



                                       8
<PAGE>



NOTE 5 - CAPITAL STOCK

 During  the  period  the  Company   completed  the   following   Capital  Stock
transactions:

None. During the quarter ended there were no stock issuances.

Stock Option and Incentive Plans

The Company has a Stock  Option Plan to issue up to 2,000,000  common  shares of
the Company for its employees,  officers and directors. The Company also adopted
a Stock  Incentive  Plan,  which will  provide  for the  granting  of options to
employees  and  officers.  The maximum  number of shares of common  stock of the
Company  that may be issued  pursuant to the Stock  Incentive  Plan is 4,400,000
shares.  The exercise  price of options  granted  pursuant to both plans will be
equal to the  market  price of the  common  stock  on the date of  grant.  As of
December 31, 2001, no  stock-based  compensation  cost has been recorded for any
period and no stock  options or awards  have been issued  under  either of these
plans.

NOTE 6 - INCOME TAXES

The Company has net operating loss carry-forwards  which, result in deferred tax
assets.  These  carryforwards will expire; it 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

The Company's  ability to commence  operations is contingent upon its ability to
identify a prospective target business.


NOTE 8 - SUBSEQUENT EVENTS

The Company actively sought acquistion candidates subsequent to 2002.The Company
planned to locate and consummate a reverse merger or reverse acquisition with an
unidentified  private entity.  The Company's  ability to commence  operations
was contingent  upon its ability to identify a prospective target business.

In the first quarter of 2005 Mr. Litwak resigned as President and Director after
appointing Kyle Gotshalk as President and Director.

In 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.

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.
Upon the acquisition of ESAFE, Inc. as a wholly owned subsidiary Cherish ADams
was appointed as the Company's Secretary and Treasurer and a Director and Larry
Wilcox was appointed as a Director.

                                       9
<Page>


ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS

THE cOMPANY CEASED ALL BUSINESS ACTIVITIES. The Company was actively
seeking an acquisition or merger candidate. Please see "Subsequent Events"
above for the current status of the Company.

ITEM 3. 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.


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.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)  Exhibits
         None

         b) Reports on Form 8-K

         None


                                   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.


                                             PSPP HOLDINGS, INC.
Date: January 17, 2007                       By: /s/ Ed Litwak
                                              -------------------
                                               Ed Litwak
                                               President,CEO and Director