UNITED STATES

10KSB/A 1 p10k123107.htm 10KSB/A 12-31-2007 UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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

Securities registered under Section 12(b) of the Exchange Act:

Title of each class

Name of each exchange on which registered

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

$.001 par value common stock and $.001 par value preferred stock

(title of class)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ]. No [X].

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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. Yes [ ]. No [ ]

State issuer's revenues for its most recent fiscal year: $0

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked

price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

At February 12, 2008 the reported bid and asked price for the registrant's common equity was $.006 per share.

Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of year ended December 31, 2007 there were 64,499,364 shares of common stock issued and outstanding.

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

Table of Contents

PART I

Item 1

Description of Business

Item 2 Description of Property

Item 3 Legal Proceedings

Item 4 Submission of Matters to a Vote of Security Holders

PART II

Item 5 Market for Common Equity and Related Stockholder Matters

Item 6 Management's Discussion and Analysis or Plan of Operation

Item 7 Financial Statements

Item 8 Changes In and Disagreements With Accountants on

Accounting and Financial Disclosure

Item 8A Controls and Procedures

PART III

Item 9 Directors, Executive Officers, Promoters and Control

Persons; Compliance With Section 16(a) of the Exchange Act

Item 10 Executive Compensation

Item 11 Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

Item 12 Certain Relationships and Related Transactions

Item 13 Exhibits and Reports on Form 8-K

Item 14 Principal Accountant Fees and Services

SIGNATURES

PART I

Item 1. Description of Business.

Pitts & Spitts, Inc. (the, Corporation) was originally organized in the State of Delaware in February 1993 under the name PLR, Inc. In November 1997, PLR changed its name to Integrated Carbonics Corp. and moved its domicile to the State of Nevada. On July 23, 1999, Integrated Carbonics Corp. changed its name to Urbana.ca, Inc. 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 Spits, Inc., a Texas corporation. Pitts and Spitts, 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.

On April 11, 2003 the Company changed its name to PSPP Holdings, Inc. On April 16, 2003, PSPP Holdings, Inc. executed a promissory note to Eric L. Goldstein in the amount of $200,000.00 (Two Hundred Thousand Dollars). The loan was going to fund the purchase and or the operations of the high-end barbeque manufacturing division. PSPP Holdings, Inc. defaulted on the note and Eric L. Goldstein effected his right to take possession of his collateral which was 30,000,000 shares of common post roll back stock, and 1,000,000 shares of preferred stock that Oxford Knight International, Inc. held. The shares were delivered pursuant to the escrow agreement and the note was discharged. Subsequent to the Goldstein agreement, Piedmont Properties, Inc. and Ararat, LLC, negotiated the purchase of all the rights, title and interest to Goldstein's 30,000,000 shares of common and Oxford Knights 1,000,000 shares of preferred that Goldstein had acquired pursuant to the April 2003 Goldstein contract. With the failure to fund the barbeque manufacturing division the Company ceased operations.

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

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 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).

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.

On November 16, 2007 the Company rescinded its agreement with eSafe Cards, Inc. whereby 100% of its interest in eSafe, Inc. was returned to UC HUB Group, Inc. eSafe Cards, Inc. (eSafe) was established in September of 2003 by UC HUB Group, Inc. eSafe has a transaction-based platform that provides credit and debit card processing services to merchants.

The Company plans to focus on its subsidiary Dream Apartments TV for the development of programming TV and Internet featuring the nationwide apartment rental market.

Item 2. Description of Property.

The Company currently uses the business address of Kyle Gotshalk, the Company's President, for its operations. These facilities consist of approximately 400 square feet of executive office space and are provided without cost. The Registrant believes that the office facilities are sufficient for the foreseeable future and this arrangement will remain in effect until we will generate sufficient revenues to warrant additional office space.

Item 3. Legal Proceedings.

Weed & Co., LLC filed a lawsuit against Pac West Transfer. Pspp Holdings, Inc. was also named as a defendant to the lawsuit. The Company is in process of working out a settlement with Weed & Co. LLC.

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

The Corporation did not submit any matters during the fourth quarter of the fiscal year covered by this report to a vote of security holders.

PART II

Item 5. Market for Common Equity and Related Stockholders Matters.

Market Information

The Company's stock is listed on the NASD OTC Bulletin board. As of December 31, 2007, our shares of Common Stock were held by approximately 162 stockholders of

record. The transfer agent of our Common Stock is Pac West Transfer, Virginia. At December 31, 2007 the Company’s stock was traded at $.006 per share.

Dividends

Holders of Common Stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available. We have never declared cash dividends on our Common Stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our certificate of incorporation or by-laws that restrict us from declaring dividends.

Securities Authorized for Issuance under Equity Compensation Plans

We have no equity compensation plan or agreements under which our Common Stock is authorized for issuance.

Item 6. Management's Discussion and Analysis or Plan of Operation.

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.

The Company reduced its liabilities, as a result of its rescission of the acquisition of eSafe Card, Inc. the Company’s subsidiary, for the year ended December 31, 2007 by $ 844,199. The Company has placed the shares issued to UCHUB for eSafe in the Company’s treasury. The Company had a total of $ 644,791 in liabilities at the end of the year December 31, 2007.

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 Cards, Inc. has a transaction-based platform that provides credit and debit card processing services to merchants.

The Company plans to focus on its subsidiary Dream Apartments TV for the development of programming TV and Internet featuring the nationwide apartment rental market.

The Company will focus on building the operations of Dream Apartment TV through revenues generated from sales and through equity and\or debt financing. As of the time of this report there is no plan in place for funding.

Without additional capital the Company would be unable to fund its operations.

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 December 31, 2007, PSPP had total assets of $211. Due to the rescission of the Esafe Cards, Inc. the Company is reporting no revenues.

Current liabilities totaled $644,791.

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.

While we are still dependent upon interim funding provided by our significant stockholders to pay professional fees and expenses, we have no written finance agreement with our stockholders or our management to provide any continued funding. However, we may need to raise additional funds through a private offering of debt or equity securities to expand our operations and to pay for professional fees associated with being a public company. Currently there is no such plan in place.

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.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the years ended December 31, 2007 and are included elsewhere in this Report.

Item 7. Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Lawrence Scharfman & Co. CPA P.A.

Certified Public Accountants

18 E. SUNRISE HIGHWAY ,#203

9608 HONEY BELL CIRCLE

FREEPORT, NY11520

BOYNTON BEACH FL,33437

TELEPHONE:(516)771-5900

TELEPHONE:(561)733-0296

FACSIMILE: (516)771-2598

FACSIMILE: (561)740-0613

INDEPENDENT AUDITORS’ REPORT

PSPP HOLDINGS, INC

3435 OCEAN PARK BLVD. #107 PMB 418

SANTA MONICA, CA 90405

We have audited the accompanying balance sheets of PSPP Holdings, Inc. as of December 31, 2007 and 2006 and the related statements of operations, changes in stockholders equity (deficit) and cash flows for the year ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about weather the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial presentation. We believe that our audit provided a reasonable basis for our opinion.

The Company has had difficulty in generating sufficient cash flow to meet it obligations and is dependent on management’s ability to develop profitable operations. These factors, among others may raise substantial doubt about their ability to continue as a going concern.

In our opinion, the financial statements referred to the above present fairly, in all material respects, the financial position of PSPP Holdings, Inc. as of December 31, 2007, in conformity with generally accepted accounting principles.

LAWRENCE SCHARFMAN CPA PA

February 12, 2008

PSPP HOLDINGS, INC

CONSOLIDATED BALANCE SHEET

(Audited)


	31-Dec-07	31-Dec-06

Assets

Current Assets
Cash	211	6,974
Accounts Receivable	-	117,700
Total Current Assets	211	124,674

Loan Receivable	-	-

Total Assets	211	124,674


Liabilities

Acct Payable and Accruals	175,951	496,722
Loans Payable	468,840	635,740
Convertible Debt		290,017
Advances Payable	-	66,511

Total Liabilities	644,791	1,488,990


Stockholders Equity

Preferred Stock $.001 Par Value
10,000,000 Shares Authorized
1,000,000 Shares I/O	300,000	300,000

Common Stock $.001 Par Value
100,000,000 Shares Authorized	64,499	55,499
64,499,364 shares issued and outstanding

Paid in Capital	4,948,968	4,569,547
Accumulated Deficit	(5,645,047)	(5,659,536)

Less Investments In:
Oxford Knights Intl	(300,000)	(300,000)


Dream Investments TV	(58,000)	(58,000)
eSafe, Inc.

Invest, Inc.	45,000	45,000

TOTAL STOCKHOLDERS EQUITY	(644,580)	(1,364,316)

TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY	211	124,674

See accompanying summary of accounting policies and notes to consolidated

financial statements

PSPP HOLDINGS, INC

CONSOLIDATED STATEMENT OF OPERATIONS

(Audited)


				Dec 31,		Dec 31,
				2007		2006

	Income
		Card Purchases	$	0	$	176,490
		EPay		0		0
		Forgiveness Debt		0		0
	Total Income			0		176,490

	Cost of Goods Sold					18,500
		Hardware Purchases		0
	Total COGS			0		18,500

	Expenses
		Consulting		0		187,065
		Interest		0		23,346
		Marketing		0		59,925
		Investor Relations Expense		5,000		0
		Bank Charges		216		0
		Misc Business		800		0
		Office and General		515		0
		Telephone		154		0
		Professional Fees		43,925		35,572
		Salary		9,765		0
		Other Expenses		0		311,115
		Travel		1,136		0
	Total Expenses			61,511		617,024
Net Loss				(61,511)		(459,034)


		Accumulated Deficiency

End of Period Year Ended December 31, 2007 and Dec 31, 2006				(5,645,047)		(5,659,536)

Net Loss Per Share				0		0

Weighted Average Common shares				64,499,364		55,499,364

See accompanying summary of accounting policies and notes to consolidated

financial statements

PSPP HOLDINGS, INC

CONSOLIDATED STATEMENT OF CASH FLOW

(Audited)


		December 31,		December 31,
		2007		2006

Net Loss	$	(61,511)	$	(459,034)

Adjustments to reconcile Loss to Net Cash
From Operations
Accts. Rec. Increase (Decrease)				(117,700)
Accts. Pay. Increase (Decrease)		(6,478)		158,141

Cash Used By Operating Activities		(67,989)		(418,593)

Cash Flow from Investing
Purchase of eSafe, Inc.				-
Additional Paid in Capital				138,500
Investment, Inc.				-
Common Stock

Cash Used by Investing Activities				138,500

Cash Flow from Financing
Loans		61,225		177,159
Convertible Debentures
Cash Provided by Investing Activities				177,159

Decrease in Cash		(6,763)		(102,934)

Cash at Beginning		6,974		109,908

Cash at End	$	211	$	6,974

See accompanying summary of accounting policies and notes to consolidated

financial statements

PSPP HOLDINGS, INC

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Audited)


	Preferred Stock		Common Stock
	Number of		Number of		Additional Paid In	Accumulated
	Shares	Amount	Shares	Amount	Capital	Deficit	Investments	Total

Balance December 31, 2004	300	300	61,761,530	61,762	4,007,447	(5,686,512)	(300)	(1,617,303)

Balance December 31, 2005	300	300	30,608,428	30,608	4,083,947	(5,797,012)	(358,000)	(1,740,457)

Balance December 31, 2006	300	300	55,499,364	55,499	4,569,547	(5,659,536)	(271,826)	(1,364,316)

Balance December 31, 2007	300	300	64,499,364	64,499	4,948,968	(5,645,047)	(313,000)	(944,580)

See accompanying summary of accounting policies and notes to consolidated

financial statements

PSPP HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007

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

Revenues of the Company (through the acquisition of its wholly owned subsidiary eSafe, Inc) began in the 4^th quarter subsequent to the acquisition of eSafe, Inc.

The Company plans to focus on its subsidiary Dream Apartments TV for the development of programming TV and Internet featuring the nationwide apartment rental market.

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.

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

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.

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 February of 2008 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.

NOTE 4 - LOANS PAYABLE

At the year ended December 31, 2007 the Company had loans payable of $468,860.

NOTE 5 - CAPITAL STOCK

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

During the year ended December 31, 2007 the company issued 9,000,000 shares of common stock for services rendered to the Company. The 9,000,000 shares is in process of being cancelled by the Company but as of February 12, 2008 remains issued and outstanding.

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 February 2008 that any revenues or other operations or benefits will result from the acquisition.

NOTE 8 - SUBSEQUENT EVENTS

The Company continues to develop its Dream Apartment TV operations.

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 8B. Other Information.

None.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.

The following table sets forth the names and ages of the members of our Board

of Directors and our executive officer and the positions held by each.

Kyle Gotshalk, 32, CEO and President, became an officer of the Company in 2005. He graduated with honors in Public Relations/Communication Studies from University of Montana in 1997. After graduation he built an Athletic Club in Oregon. Owned and operated the club of 1,200 members and 32 employees for the next four years. In charge of all activities and events, the club was recognized by the United States National Ski Team as best place to work out in Oregon. After leaving Oregon, moved to Los Angeles, Ca. and became a Manager and Fitness Director at Sports Center Fitness in Redondo Beach, Ca. this club has over 4,000 memberships and caters to the elite in Los Angeles. He also became the President of Top Flight Consulting LLC, and President of Exit Only Inc. He also holds a Real Estate License in California and recently was awarded the Top Producing Agent award for most sales ever in first year of Real Estate by his office.

Cherish Adams, 31, Secretary and CFO, became an officer of the Company in 2005. Ms. Adams received her Bachelor of Science Degree in Business Administration with a Concentration in Hotel, Restaurant, Resort Management from the University of Southern Oregon, in Ashland, Oregon in 1997. After graduating, Cherish worked in operations for several Hotel chains in the Southern Oregon Region, one of which was the Historic Crater Lake National Parks newly restored Lodge. For the past nine years, Cherish has performed accounting duties for several corporations and property management clients, including traditional accounting features, such as the reconciliation of general ledgers, invoicing, accounts payable, accounts receivable, purchasing, fixed assets, travel, timesheets, and materials management. Other such duties include preparation of budgets and budget variance reports, tracking the true costs and revenues associated with the performance of all projects and activities while monitoring all expenses and income. Cherish is skilled in using and facilitating all types of accounting/spreadsheet software, and has managed her families Registered Cattle Operation for over thirteen years.

Directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. We do not compensate our directors. Officers are appointed annually by the Board of Directors and each executive officer serves at the discretion of the Board of Directors. We do not have any standing committees at this time.

None of our directors, officer, affiliates or promoters has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the registrant's officers and directors, and persons who own more than 10% of a registered class of the registrant's equity securities, to file reports of ownership and changes in ownership of equity securities of the registrant with the Securities and

Exchange Commission and NASDAQ. Officers, directors and greater-than 10% shareholders are required by the Securities and Exchange Commission regulation to furnish to registrant with copies of all Section 16(a) documents they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the registrant under Rule 16-a-3(e) and Form 5 and amendments thereto furnished to the registrant with respect to its most recent fiscal year, and any representation referred to in paragraph (b)(2)(i) of Item 405 of Regulation S-B, the registrant believes all required reports were made during the fiscal years covered by this report.

Item 10. Executive Compensation.

Currently there are no salaries being paid to any officer of the Company; nor are there any plans to pay salaries. However it is anticipated that upon the Company becoming profitable that salaries will be paid. At this time no specific amount for compensation has been planned.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

Based upon 64,499,364 shares outstanding at December 31, 2007, no person was the beneficial owner of five percent(5%) or greater of the Corporation's common stock. b) The following table sets forth information with respect to the Corporation's common stock beneficially owned by each officer and director, and by all directors and officers as a group, at December 31, 2007.

The following table sets forth information regarding the beneficial ownership of our Common Stock as of April 16, 2007. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our Common Stock; each of our directors; our executive officer; and our executive officer and directors as a group.

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.


Name/Address	Stock Owned	% of Class Owned	Total
Cherish Adams Secretary and CFO 1200 Butler Cr. Rd. Ashland, Or 97520	375,000	.6%	375,000

Kyle Gotshalk President 3435 Ocean Park Blvd. #107 Santa Monica, Ca 90405	450,000	.7%	450,000

Top Flight Consulting, Inc. Kyle Gotshalk President 3435 Ocean Park Blvd. #107 Santa Monica, Ca 90405	900,000	.8%	900,000

UC HUB 285 EAST WARM SPRINGS RD SUITE 1058 LAS VEGAS, NEVADA 89119	22,890,936	35%	22,890,936
Total Issued and Outstanding		100%	64,499,364

Total owned by Officers and Directors as a Group	24,165,936	2.1%	1,725,000

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Such code of ethics will be provided to any person without charge, upon request, a copy of such code of ethics by sending such request to us at our principal office.

Item 12. Certain Relationships and Related Transactions.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS


NUMBER		DESCRIPTION OF EXHIBIT




31.1	Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

31.2	Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

REPORTS:


8-K		DATE
8-K		4-12-2007
8-K		9-12-2007
8-K		10-5-2007
8-K	11-29-2007

Item 14. Principal Accountant Fees and Services.

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and review of financial statements included in the registrant's Form 10-KSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $10,000.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and not reported under Item 1 were $0.

(3) Tax Fees

There were no fees for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning during the last two fiscal years.

(4) All Other Fees

There were no fees for products and services provided by the principal accountant, other than services listed in Items 1 to 3 above, during the last two fiscal years.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES OF INDEPENDENT AUDITORS

The Corporation currently does not have a designated Audit Committee, and accordingly, the Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Corporation's Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a

case-by-case basis.

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.

February 12, 2008

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