FORM 10-QSB


                                   (Mark one)
                [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended June 30, 2005

        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

            For the transition period from                    to

                            Commission file number:

                                POP N GO, INC.
       (Exact name of small business issuer as specified in its charter)

                 Delaware                           95-4603172
       (State or other jurisdiction)    (IRS Employer identification No.)
                       of incorporation or organization)

                            12429 East Putnam Street
                           Whittier, California 90602
                    (Address of principal executive offices)

                                 (562) 945-9351
                          (Issuer's telephone number)


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

         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 a plan confirmed by a court.  Yes [ ]  No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: 122,489,060

Transitional Small Business Disclosure Format (Check One): Yes [ ]   No [x]
=============================================================================
                                 POP N GO, INC.

                               TABLE OF CONTENTS
                                                                      PAGE NO.
ITEM 1.  FINANCIAL STATEMENTS:                                       --------

        Unaudited  Consolidated Balance Sheets June 30, 2005........... F- 1

        Unaudited Consolidated Statements of Operations
           For the three and nine months periods ended
           June 30, 2005 and 2004   .....................................F- 2

        Unaudited Consolidated Statements of Cash Flows
           For the nine month periods ended June 30, 2005 and 2004.......F- 3

        Notes to Condensed Consolidated Financial Statement..............F-4-17


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS........................................2-8

ITEM 3.  CONTROLS AND PROCEDURES...........................................9


Part II. OTHER INFORMATION.................................................9

ITEM 1.  LEGAL PROCEEDINGS.................................................10

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K..................................11

SIGNATURES.................................................................11
==========================================================================

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements:

                                 POP N GO, INC.
                           CONSOLIDATED BALANCE SHEET
                               June 30, 2005
                                  (Unaudited)
                                                       June 30,
	            ASSETS                               2005
                                                      ---------
Current assets:
  Cash and cash equivalents	                   $     2,874
  Accounts receivable, net of allowance for
    doubtful accounts of $3,465 			 3,353
		                                      ---------
    Total current assets		                 6,227

Note receivable		                                22,023
Rental equipment, net 		                        89,480
Furniture and equipment, net 		                 1,735
                                                      ---------
Total assets	                                    $  119,465
		                                      =========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable	                               550,110
  Accrued liabilities		                     2,353,386
  Consulting payable             		       456,104
  Short-term note payable                            1,276,626
  Loan payable - related party  		       240,000
  Convertible debt, net		                     3,759,118
  Customer deposits		                        35,165
 		                                     ---------
      Total current liabilities		             8,670,509
		                                     ---------
Stockholders' deficit:

Common stock, par value $.001 per share,
  authorized 300,000,000 shares, issued
  and outstanding 122,489,059 shares  at
  June 30, 2005 and 122,489,059 at June
  30, 2004                                             122,479
Additional paid in capital 		            12,913,218
Stock to be issued - 17,145,000 shares
  of common stock     		                       985,272
Accumulated deficit 		                   (22,572,013)
		                                   ------------
Total stockholders' deficit	                    (8,551,043)
		                                   ------------
Total liabilities and stockholders' deficit       $    119,465
                                                   ============

           See accompanying notes to Unaudited financial statements.

<page>F-1


                                 POP N GO, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
    FOR THE THREE MONTHS AND NINE MONTH PERIODS ENDED JUNE 30, 2005 and 2004
                                  (Unaudited)

 <table>
 
                                              <c>                   <c>
			                    THREE MONTHS ENDED        NINE MONTHS ENDED
		                                 JUNE 30                   JUNE 30
		                             2005        2004          2005        2004
                                           --------    --------      --------   -----------
Equipment sales	                       $     9,485    $	      -     $   9,485   $   3,495
Revenue share income		             2,763 	 11,502        10,927      48,811
                                           --------   ----------     --------  -----------
     Total		                    12,248 	 11,502        20,412      52,306
				           --------   ----------     --------  -----------
Cost of goods sold equipment		         -            -        10,001      15,185
Cost of goods sold revenue share income     10,002 	 22,861         6,444      69,888
				           --------   ----------     --------- -----------
     Total		                    10,002       22,861        16,445      85,073
				           --------   ----------     --------- -----------
     Gross profit (loss)		     2,246      (11,359)        3,967     (32,766)
				           --------   ----------     --------- -----------
Operating expenses:
     Administrative and general		   317,347    1,146,142       977,357   1,719,856
     Development costs                           -           39             -       1,468
                                           --------   ----------     --------- -----------
Total operating expense                    317,347    1,146,181       977,357   1,721,324
                                           --------   ----------     --------- -----------

Operating loss		                  (315,101)  (1,157,540)     (973,390) (1,754,090)

Other income (expense):
Interest expense		          (183,846)    (198,396)     (559,202)   (540,405)
Beneficial conversion feature		  (150,228)	      -      (310,123)          -
Loss on conversion of debenture		         -            -             -     (33,591)
Recovery of inventory                            -            -         2,059           -
Gain on sale of rental equipment 	         -            -           745           -
Interest income                              1,402            -         1,402           -
Other income                                     -            -             -      38,352
                                        -----------  -----------   ----------- -----------
     Total other expense                  (332,672)    (198,396)     (865,119)   (535,644)
                                        -----------  -----------   ----------- -----------
Loss before income taxes        	  (647,773)  (1,355,936)   (1,838,509) (2,289,734)
Provision for income taxes		         - 	      -        (2,400)     (2,400)
				        -----------  -----------  ------------ ------------
Net profit (loss)                      $  (647,773) $(1,355,936) $ (1,840,909) $(2,292,134)
				        ===========  ===========  ============ ============

Loss per share: 	               $    (0.005) $    (0.013)       (0.015)      (0.024)
				        ===========  ===========  ============ ============
Weighted average shares outstanding
  used in the per share calculation:
    Basic and diluted    		122,489,059 102,252,714   122,489,059   95,653,202
                                        =========== ============  ============  ===========
</table>
<page>F-2

           See accompanying notes to Unaudited financial statements.


                        POP N GO, INC. and SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE NINE MONTH PERIODS ENDED
                            JUNE 30, 2005 AND 2004
                                  (UNAUDITED)


                                                   NINE MONTH PERIODS ENDED

                                                JUNE 30, 2005   JUNE 30, 2004
                                                 (unaudited)     (unaudited)
                                                  ----------     ----------

Cash flows used in operating activities
   Net loss                                     $(1,840,909)    $(2,292,134)

Adjustments to reconcile net loss to net
cash used in operating activities:
   Depreciation and amortization                     22,873          55,117
   Issuance of common stock for services                  -         740,750
   Allowance for bad debt                             3,465               -
   Options granted for services                           -          20,000
   Shares to be issued for loan incentive            34,400         123,190
   Recovery of rental inventory                           -         (37,500)
   Issuance of Warrants                               9,045               -
   Beneficial conversion feature                    310,123               -
   Expense paid with rental equipment                 2,367               -
   Recovery of rental inventory                      (2,059)              -
   Loss on conversion of debenture                        -          33,591
   Gain on sale of rental equipment                    (745)         (3,731)
Decrease (increase) in:
   Accounts receivable                               (5,079)         (1,105)
   Note receivable                                  (22,023)              -
   Prepaid expenses and deposits                      1,376          12,760
   Other assets                                       4,975               -


Increase (decrease) in:
   Other accounts payable and accrued expenses      525,282         554,412
   Accounts payable                                  15,830               -
   Accrued consulting fee-related party             (16,255)              -
   Customer deposits                                (26,161)              -
                                                   ----------      ---------
Net cash used in operating activities              (983,495)       (794,650)
                                                   ----------      ---------
Cash flows from investing activities:
   Proceeds from sale of rental equipment                 -           9,381
                                                   ----------      ----------
Net cash provided by investing activities                 -           9,381
                                                   ----------      ----------
Cash flows from financing activities:
   Proceeds from sale of convertible
    Debentures, net                                 665,353         627,856
   Proceeds from note payable                       416,494         248,000
   Payment on notes                                (113,107)         (3,000)
   Proceeds from shares to be issued                      -           1,000
   Proceeds on sales of common stock                      -          15,000
                                                  ----------      ----------
Net cash provided by financing                      968,740         888,856
activities                                        ----------      ----------

Net decrease in cash and cash equivalents           (14,755)        103,587

Cash and cash equivalents,
  beginning of period                                17,629           2,286
                                                 ----------       ---------
Cash and cash equivalents,
  end of period                                 $     2,874    $    105,873
                                                  ==========      =========
Supplemental disclosure of
  cash flow information:

Cash paid during the period for:
     Interest                                   $   250,512    $    311,009
                                                  ==========      =========
     Income taxes                               $         -    $        282
                                                  ==========      ==========

                See accompanying notes to financial statements.

<page>F-3

                                 POP N GO, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.      Summary of significant accounting policies:

Basis of quarterly presentation:  The accompanying quarterly financial
statements of Pop N Go, Inc. (the "Company") have been prepared in conformity
with generally accepted accounting principles and pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") and, in the
opinion of management, reflect all adjustments, which are necessary to present
fairly the results of operations for the periods ended June 30, 2005 and 2004.

Certain information and footnote disclosures normally included in financial
principles have been condensed or omitted pursuant to such rules and
regulations; however, management believes that the disclosures are adequate to
make the information presented not misleading.  This report should be read in
conjunction with financial statements and footnotes therein included in the
audited financial statements as of September 30, 2004.

Principles of consolidation: The Company's consolidated financial statements
include the accounts of the Pop N Go, Inc. and its wholly-owned subsidiaries,
Nuts To Go, Inc and Branax, LLC.  All inter-company balances and transactions
have been eliminated.

Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and
services based on the fair value of the goods and services or the fair value of
the equity instrument at the time of issuance, whichever is more reliably
measurable.

Segment Reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company.
Currently, SFAS 131 has no effect on the Company's consolidated financial
statements as substantially all of the Company's operations are conducted in one
industry segment during the period ended June 30, 2005.

<page>F-4

Reclassifications

For comparative purposes, prior period's consolidated financial statements have
been reclassified to conform to report classifications of the current period.

2.      Recent pronouncements:

In November 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 151 ("SFAS 151"), "Inventory
Costs, an amendment of ARB No. 43, Chapter 4." The amendments made by SFAS 151
clarify that abnormal amounts of idle facility expense, freight, handling costs,
and wasted materials (spoilage) should be recognized as current-period charges
and require the allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The guidance is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. The Company is still in the process of
evaluating the impact of the adoption of SFAS 151 on the Company's overall
results of operations or financial position.

In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment,
an Amendment of FASB Statement No. 123" ("FAS No. 123R").  FAS No. 123R requires
companies to recognize in the statement of operations the grant- date fair value
of stock options and other equity-based compensation issued to employees.  FAS
No. 123R is effective beginning in the Company's second quarter of fiscal 2006.
The Company believes that the adoption of this standard will have no material
impact on its financial statements.

In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of
Nonmonetary Assets."  The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for nonmonetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of nonmonetary assets
that do not have commercial substance.  The Company believes that the adoption
of this standard will have no material impact on its financial statements.

<page>F-5

3.     Note Receivable

On June 30, 2005, the Company has a receivable on a promissory note, amounting
$22,023. The note bears an interest rate of 10% per annum and is unsecured.  An
interest of $1,402 was accrued on the note during the nine month period ended
June 30, 2005.

4.    Accrued Liabilities

The accrued liabilities as of June 30, 2005 comprise of the following:

	Debenture interest payable		$   1,317,872
	Short term note interest payable	$     543,160
	Payroll liabilities			$     172,562
	Other accrued liabilities		$     319,792
		                                 --------------
		Total				$  2,353,386
                                                 ==============
5.    Debt financing:

Short-term notes payable at June 30, 2005 consisted of the following:

Note payable dated May 2, 2000, bearing interest at 12%
  per annum and due in January 2001.  This note payable is
  currently in default.                                           $ 222,192

Note payable dated June 26, 2001, bearing interest at 20%
 per annum and due June 26, 2002.  This note payable is
 currently in default.                                             $ 50,000

Note payable dated July 5, 2001, bearing interest at 15%
 per annum and due in September 2001.  This note payable is
 currently in default.                                             $  8,076

Note payable dated April 3, 2000 assumed in acquisition of
 Branax, bearing interest at 12% per annum and due in
 July 2000.  This note payable is currently in default.            $ 15,000

Note payable dated December 29, 1998 assumed in acquisition
 of Branax, bearing interest at 7% per annum and due in
 March 1999.  This note payable is currently in default.           $ 28,083

<page>F-6

Note payable dated December 18, 2000 assumed in acquisition
 of Branax, bearing interest at 8% per annum and due in
 January 2002.  This note payable is currently in default.         $  3,000

Note payable dated April 15, 2002, bearing no interest
 and due in October 2004.                                          $ 57,500

Note payable dated April 24, 2002, bearing no interest
  and due in September 2002.  This note payable is
  currently in default.                                            $  8,000

Note payable dated February 22, 2002, bearing interest at 17%
 per annum and due in December 2002.  This note
 payable is currently in default.                                  $  6,000

Note payable dated December 12, 2002, bearing interest of $1,500
 due at maturity in January 2003.  This note payable is currently
 in default.                                                       $ 25,000

Note payable dated December 2, 2002, bearing interest of $2,000
 due at maturity in February 2003.  This note payable is currently
 in default.                                                       $ 10,000

Note payable dated December 16, 2002, bearing interest of $8,250
 due at maturity in May 2003.  This note payable is currently
 in default.                                                       $ 25,000

Notes payable dated Dec.19, Oct. 7, Oct. 28, 2002, bearing interest
 of $4,000 due at maturity in May and July 2003.  This note
 payable is currently in default.                                  $ 30,000

Note payable dated January 23, 2003, bearing interest of $3,000 plus
 $1,950 for 60 day renewal, due in June 2003.  This note payable
 is currently in default.                                          $ 15,000

Note payable dated October 10, 2002, bearing no interest,
 due on demand	                                                   $ 40,500

Note payable dated January 21, 2005 and February 19, 2005,
bearing no interest, due on demand	 		           $ 35,000

Note payable dated Dec 18, 2002 and Feb 13, 2003, bearing interest
 of $5,000 plus $3,250 for 60 day renewal and $4,000, respectively,
 due in May 2003.  This note payable is currently in default.      $ 45,000

<page>F-7

Note payable dated June 1, 2003, bearing interest at 10%,
 due in December 2003. This note payable is currently in default.  $ 17,509

Note payable dated April 4, 2003, bearing interest at 10%,
 and due in June 2004. This note payable is currently in default.  $ 15,000

Note payable dated December 5, 2003, bearing interest of
 $1,750 plus $1,750 for a 90 day renewal, due June 2004.
 This note payable is currently in default.	                   $ 10,000

Note payable dated December 9, 2003, bearing interest of
 $5,000 plus $5,000 for a 90 day renewal due June 2004.
 This note payable is currently in default	                   $ 25,000

Note payable dated December 17, 2003, bearing interest of
 $2,500 due in March 16, 2004.  This note payable is
 currently in default	                                           $ 15,000

Note payable dated December 18, 2003, bearing interest
 of $5,000 Plus $5,000 for a 90 day renewal due June 2004.
 This note payable is currently in default	                   $ 30,000

Note payable dated December 24, 2003, bearing interest
 of $5,000 due March 23, 2004.  This note payable
 is currently in default	                                   $ 30,000

Note payable dated January 29, 2004, bearing interest
 of $2,500 plus $2,500 for a 90 day renewal due
 July 2004.  This note payable is currently in default             $ 15,000

Note payable dated February 25, 2004, April 27, 2004
 and June 8, bearing interest of $5,000, $1,250 and
 $2,500 due August 2004, July 2004 and October
 2004, respectively.  These note payables are currently
 in default	                                                   $ 37,500

Note payable dated March 11, 2004 and May 7, 2004,
 bearing interest of $1,250 and $1,250, due June
 2004 and July 2004, respectively.  These
 note payables are currently in default.	                   $ 15,000

Note payable dated March 28, 2004, bearing interest
 of $2,500 plus $2,500 for a 90 day renewal,
 due September 24, 204.  This note payable is
 currently in default	                                           $ 15,000

<page>F-8

Note payable dated May 3, 2004, bearing interest
 of $1,250, due August 1, 2004.  This
 note is currently in default	                                   $  7,500

Note payable dated May 13, 1998, bearing
 interest at 15% per annum.  This note is
 currently in default.                                             $ 40,766

Note payable dated February 9, 2005, bearing interest
 rate of 12% due in 30 days, secured by all of the assets.
 This note is currently in default.		     		   $350,000

Note payable dated December 18, 2004, bearing interest rate
 of 14%, due June 16, 2005				            $30,000
                                			       ---------------
		                                                 $1,276,626
                                                               ===============

The Company agreed to issue 14,695,000 shares of common stock to the various
note holders as a loan incentive. These shares valued at $239,663 were included
in shares to be issued in the financial statements.

Convertible Debts:

2000 Notes

During the year ended September 30, 2000, the Company raised capital through the
placement of Convertible promissory notes in the amount of $923,213.  The
interest rates and due dates of the notes still outstanding at December 31,
2004 were as follows:

                   Due Date           Interest     Conversion
        Amount     Beginning          Rates        Rate Range
    -----------------------------------------------------------
      $ 821,956	 October 1, 2000        15%	$0.05 - $1.40/share
    ----------------------------------------------------------
Total $ 821,956
       =========

All of the 2000 notes are currently in default.

2001 Notes

During the year ended September 30, 2001, the Company raised capital through the
placement of Convertible promissory notes in the amount of $454,500.  The
interest rates and due dates of the notes still outstanding at December 31,
2004 were as follows:
                         Due Date         Interest     Conversion
        Amount           Beginning        Rates        Rate Range
    ---------------------------------------------------------------------
      $ 60,035	     December 16, 2002       8%	       65% MV
      $297,002	     October 1, 2001	    15%	      $0.02 - $0.05/share
 ------------------------------------------------------------------------
Total $357,037
      ========

<page>F-9

All of the 2001 notes are currently in default.

2002 Notes

During the year ended September 30, 2002, the Company raised capital through the
placement of Convertible promissory notes in the amount of $848,100.  The
interest rates and due dates of the notes still outstanding at December 31,
2004 were as follows:
                     Due Date         Interest     Conversion
        Amount       Beginning        Rates        Rate Range
    -----------------------------------------------------------

     $  24,000    October 19, 2002	18%	    $0.03 - $0.035/share
     $  24,000    July 3, 2004       	17%         $0.10/share
     $ 464,500    September 30, 2004	15%	    $0.025 - $0.25/share
     $  11,000    December 11, 2002	12%	    $0.02/share
     $ 256,000    May 7, 2004	       	12%	    $.016 - $0.05/share
-------------------------------------------------------------------
Total$ 779,500
     =========

All of the 2002 notes are currently in default.

2003 Notes

During the year ended September 30, 2003, the Company raised capital through the
placement of Convertible promissory notes in the amount of $402,250.  The
interest rates and due dates of the notes still outstanding at December 31,
2004 were as follows:
                  Due Date            Interest      Conversion
        Amount    Beginning           Rates         Rate Range
    -----------------------------------------------------------
      $100,000	December 31, 2002     18%	    $0.03/share
      $  5,000	April 15, 2003	      15%	    $0.02/share
      $ 10,000	August 26, 2004       14%	    $0.02/share
      $ 43,000	February 28, 2004     13%	    $0.02/share
      $ 62.000	January 2, 2003	      12%	    $0.02/share
-------------------------------------------------------------
Total $220,000
      ========

<page>F-10

2004 Notes

During the year ended September 30, 2004, the Company raised capital through the
placement of Convertible promissory notes in the amount of $1,053,500.  The
interest rates and due dates of the notes still outstanding at December 31,
2004 were as follows:

                 Due Date              Interest    Conversion
        Amount   Beginning             Rates       Rate Range
    -------------------------------------------------------------------
       $180,000	 September 20, 2004	18%	   $0.015 - $0.02/share
       $ 37,500	 August 30, 2005        17%	   $0.015 - $0.02/share
       $215,000	 October 24, 2004	15%	   $0.015 - $0.02/share
       $272,000	 October 1, 2004	14%	   $0.02/share
       $ 70,000	 October 1, 2004	13%	   $0.015 - $0.02/share
       $261,500	 October 1, 2004	12%	   $0.015 - $0.02/share
------------------------------------------------------------------------
Total $1,036,000
      ============
Period ended June 30, 2005 Notes

During the nine month period ended June 30, 2005, the Company raised capital
through the placement of convertible promissory notes in the amount of $830,353.

                 Due Date              Interest      Conversion
        Amount   Beginning               Rates       Rate Range
    -------------------------------------------------------------------
       $27,500	 October 4, 2005	   12%	     $0.02/share
       $35,000	 October 19, 2005	   12%	     $0.05/share
       $57,500	 November 1, 2005	   12%	     $0.02/share
       $42,500	 December 2, 2005          12%	     $0.02/share
       $12,000	 February 13, 2005	   12%	     $0.02/share
       $75,000	 December 16, 2005	   14%	     $0.02/share
       $ 1,688   June 30, 2004(addition)   15%	     $0.02/share
       $ 5,000	 December 7,2004(addition) 12% 	     $0.02/share
       $10,000	 December 9, 2005          15%       $0.02/share
       $   970	 January  3,2005	   15%	     $0.02/share
       $ 9,300	 June   30, 2005           15%	     $0.02/share
       $ 1,000   July   20, 2005           12%       $0.02/share
       $ 5,000   January 11, 2005          12%       $0.02/share
       $ 5,000	 January 13, 2005          12%       $0.02/share
       $10,000   January 17, 2005          14%       $0.02/share
       $ 5,000   January 24, 2005          12%       $0.02/share
       $10,000	 January 28, 2005          13%       $0.02/share
       $10,000   January 30, 2005          13%       $0.02/share
       $ 5,000   February 1, 2005          12%       $0.02/share
       $ 6,000   February 10, 2005         12%       $0.02/share
       $10,000   February 24, 2005         13%       $0.02/share
       $10,000   March 10, 2005            12%       $0.02/share
       $20,000   March 14, 2005            13%       $0.02/share
       $ 5,000   March 14, 2005            12%       $0.02/share
       $10,000   March 15, 2005            12%       $0.02/share
       $20,000   March 17, 2005            14%       $0.02/share
       $10,000   March 20, 2005            12%       $0.02/share
       $20,000   March 21, 2005            12%       $0.02/share
       $ 5,000   March 22, 2005            12%       $0.02/share

      <page>F-11

       $50,000   March 28, 2005            15%       $0.02/share
       $50,000   March 30, 2005            15%       $0.02/share
       $50,000   March 31, 2005            15%       $0.02/share
       $10,000   May    5, 2005	           12%       $0.02/share
       $ 5,000   May   10, 2005            12%       $0.02/share
       $25,000   April 25, 2005	           14%       $0.02/share
       $10,000   June   8, 2005	           12%       $0.02/share
       $ 5,000   May   10, 2005            18%       $0.02/share
       $ 5,000   May   25, 2005	           18%       $0.02/share
       $10,000   June   6, 2005            12%       $0.02/share
       $ 5,000   June  22, 2005            12%       $0.02/share
       $ 2,000   April  5, 2005            12%       $0.02/share
       $ 5,000   June   1, 2005            12%       $0.02/share
       $10,000   April 1,  2005            13%       $0.02/share
       $35,000   May    6, 2005            14%       $0.02/share
       $ 5,000   May   26, 2005            12%       $0.02/share
       $10,000   April 17, 2005            12%       $0.02/share
       $ 5,000   June   2, 2005            12%       $0.02/share
       $10,000   May   19, 2005            13%       $0.02/share
       $ 5,000   April 17, 2005	           12%       $0.02/share
       $ 5,000   May   17, 2005	           12%       $0.02/share
       $40,000   April  1, 2005	           15%       $0.02/share
       $ 5,000   May   15, 2005	           12%       $0.02/share
       $ 5,000   June   8, 2005	           12%       $0.02/share
       $ 5,000   June  30, 2005	           13%       $0.02/share
       $ 5,000   July   1, 2005	           13%       $0.02/share
       $15,000   June  16, 2005	           18%       $0.02/share

------------------------------------------------------------------------
Total  $830,353

Total balance at June 30, 2005       			$4,044,846
                                                         ---------
Less: Discounts and beneficial conversion-unamortized   $  285,728
                                                         =========
Per the financial statements                            $3,759,118
                                                         =========

As of June 30, 2005, the company recorded $285,728 as beneficial conversion
feature, which is being amortized over the period of debt. The beneficial
conversion feature expense for current three month period amounted to $150,228,
which is categorized as non-operating expense in the statement of operations.

<page>F-12

6.    Loss per share:

Net loss per share is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), "Earnings per share". Basic net
loss per share is based upon the weighted average number of common shares
outstanding. Diluted net loss per share is based on the assumption that all
dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method,
options and warrants are assumed to be exercised at the beginning of the period
or at the time of issuance, if later), and as if funds obtained thereby were
used to purchase common stock at the average market price during the period.

Weighted average number of shares used to compute basic and diluted loss per
share is the same in this financial statement since the effect of dilutive
securities is anti-dilutive.

7.    Equity:

Common Stock

During the nine month period ended June 30, 2005, the Company did not issue any
common stock.

Stock to be issued

During the period ended June  30, 2005, the Company recorded 1,700,000 shares to
be issued as loan incentive amounting $34,000.

A summary of committed stock at June 30, 2005 is as follows:

                                                    Shares            Amount
                                                  ---------         ---------
   Shares issuable under 2000 consulting agreement  95,000       $    133,000
   Shares issuable to officers under expired
      Consulting agreements                        333,000            466,200
   Shares issuable under Branax consulting
     agreement                                     326,880             88,258
   Shares issuable under Regulation "S" placement  667,527             21,751
   Shares issuable under 2003 loan agreement       975,000             10,773
   Shares issuable under 2004 loan agreement    12,920,000            214,890
   Shares issuable under 2004 consulting
     agreement                                   1,100,000             15,000
   Shares issuable for cash received                50,000	        1,000
   Shares issuable period ending Dec 31, 2004    1,600,000 	       32,000
   Shares issuable period ending Mar 31, 2005      100,000	        2,000
                                                 ----------          --------
                        Total                   18,167,407       $    984,872
                                                 ==========          ========
<page>F-13

Stock Option Plan

The Company adopted the 1998 Non-Qualified Stock Option Plan (the "1998 Plan")
on August 31, 1998.  The purpose of the 1998 Plan is to promote the growth and
profitability of the Company by enabling the Company to attract and retain the
best available personnel for positions of substantial responsibility, to provide
employees with an opportunity for investment in the Company, and to give
employees an additional incentive to increase their efforts on behalf of the
Company.

Each employee or consultant as determined by the Board of Directors of the
Company is eligible to be considered for the grant of awards under the 1998
Plan.  The maximum number of shares of common stock that may be issued pursuant
to awards granted under the 1998 Plan is 500,000.  Any shares of common stock
subject to an award, which for any reason expires or terminates unexercised, are
again available for issuance under the 1998 Plan.  Under the 1998 Plan,
incentive stock options must not be less than the per share par or stated value
of the shares on the date the stock options are granted, subject to certain
provisions.

During the nine month period ended June 30, 2005, no options were granted. The
outstanding 100,000 options were expired on June 30, 2005.

The following summarizes the Company's stock option transactions:

                                                          Weighted-
                                       1998 Stock         Average
                                       Option Plan        Exercise
                                       and Other           Price
                                      --------------    ------------


    Outstanding, September 30, 2004      100,000            0.05
    Expired/forfeited as of 06/30/05    (100,000)     $     0.05
                                      -----------      -------------
    Outstanding, June 30, 2005                 -      $        -
                                      ===========      =============
    Exercisable, June 30, 2005                 -      $        -
                                      ===========      =============

<page>F-14

Stock Purchase Warrants

During the period ended June 30, 2005, 15,912,500 warrants expired valued at
$795,625 and the company granted warrants to purchase 700,000 shares of common
stock to note-holders at the exercise price of the warrants of $0.02. The
Company recognized the expense of $9,045 for these warrants based on the fair
market value of warrants. The warrants vest immediately and have expiration
dates ranging from one to five years.

The following table summarizes information about the warrants outstanding at
June 30, 2005:

                                                   Weighted-   Weighted-
                                       Weighted-   Average     Average
                                       Average     Exercise    Exercise
  Range of                             Remaining   Price of    Price of
  Exercise   Warrants     Warrants     Contractual Warrants    Warrants
  Prices     Outstanding  Exercisable  Life        Outstanding Exercisable
--------------------------------------------------------------------------
$ 0.02-0.10  13,205,000   13,205,000   1.98 years   $  0.04   $  0.04


8. Supplemental disclosure of cash flows:

The Company prepares its statements of cash flows using the indirect method as
defined under the Financial Accounting Standard No. 95.

The Company paid $0 for income tax and $250,512 for interest for the nine month
period ended June 30, 2005. The Company paid $282 for income tax and $311,009
for interest for the nine month period ended June 30, 2004.

The cash flow statements do not include following non-cash investing and
financing activities:

For the nine month period ended June 30, 2005, the company recorded 100,000
shares to be issued per loan agreements amounting to $2,000.

9. Related parties transactions:

The Company borrowed $ 240,000 from a major shareholder of the Company in June
2001 with an interest rate at rate of 10% per annum payable annually and due in
September 2001. The Company is accruing imputed interest at 12% and has recorded
interest of $ 14,400 on the loan during the period ended June 30, 2005.

The Company received services from an entity owned by one of the officers and
has accrued $ 211,145 in consulting expenses through June 30, 2005.

<page>F-15

10.  Going Concern Issues

The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  As shown in the financial
statements, the Company has an accumulate deficit of $22,572,013 as of June 30,
2005 and during the nine months period ended June 30, 2005 and 2004, the Company
incurred losses of $1,840,909 and $2,289,735, respectively.  In addition, the
Company's cash flow requirements have been met by the proceeds of convertible
debentures and notes and much of the Company's debt is currently in default.
The Company owes delinquent payroll taxes of $168,721, which accrued prior to
September 2002. Legal counsel is owed $131,388 as of December 2004 which is
secured by a blanket security interest against all assets.  Assurance cannot be
given that this source of financing will continue to be available to the Company
and demand for the Company's equity instruments will be sufficient to meet its
capital needs.  If the Company is unable to generate profits and unable to
continue to obtain financing for its working capital requirements, it may have
to curtail its business sharply or cease business altogether.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.  The Company's
continuation as a going concern is dependent upon its ability to generate
sufficient cash flow to meet its obligations on a timely basis, to retain its
current financing, to obtain additional financing, and ultimately to attain
profitability.

To meet these objectives, the Company has instituted the following plan:

The Company is in process of increasing marketing activities to help generate
sales sufficient to meet its cash flow obligations.

Management intends to continue to raise additional financing through private
equity or debt financing to pay down Company debt and/or reduce the cost of debt
service.

11.   Subsequent events:

Subsequent to the period ended June 30, 2005:

The Company submitted a withdrawal of the form SB-2, Registration Statement
under the Securities Act of 1933 on July 21, 2004 that was filed on September
28, 2004.  The Company has submitted a new form SB-2 Registration Statement that
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

<page>F-16

The Company issued a $5,000 convertible debenture.  The debenture is due on July
7, 2006, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
7, 2006, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
1, 2006, bears interest at 13% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity. An additional consideration of 33,333 shares was also
granted to the debenture holder.

The Company issued a $10,000 convertible debenture.  The debenture is due on
July 14, 2006, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity. An additional consideration of 100,000 shares was also
granted to the debenture holder.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
15 2006, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity. An additional consideration of 33,333 shares was also
granted to the debenture holder.

12.  Commitments and contingencies

Operating Leases

The Company rented its facilities on a month-to-month basis.

Litigation

The Company may become involved in various litigation arising in the normal
course of business.

The Company is a defendant in several litigations filed by various vendors for
the payment of the services. Total of the claims per the litigations is
approximately $28,000, which have been accrued in the year ended September 30,
2003.  In addition, two of debenture holders filed lawsuits against the Company
for breach of promissory notes. The amounts of these claims are approximately
$8,400 and $57,000. The Company has settled the case for $8,400 claim by
agreeing to make monthly installment payments to satisfy the debt. The Company
agreed to pay $130,000 for the case of $57,000. In addition, six debenture
holders have threatened to file a lawsuit if a resolution cannot be reached
regarding payment of their claims. The total amount of the principals owed is
approximately $400,000.

A lawsuit was filed by a former employee of the Company in July 2004. The
lawsuit seeks damages for $117,179 based on the breach of contract.

All of these amounts were included in the accompanying financial statements.

Consulting Agreement

Effective October 1, 2003, the Company entered into an agreement with an officer
for consulting services.  The agreement calls for payment of $8,000 per month.

On September 24, 2003, the Company entered into an agreement with a financial
advisor. The Company agreed to pay $5,000 per month starting November 1, 2003
and issue 2,500,000 shares of common stock per the agreement. These shares were
issued during the year ended September 30, 2004.

The Company entered into a consulting agreement for software design and
development service on November 3, 2003. The Company agreed to pay $1,200 per
week and this agreement terminates on June 30, 2005.

<page>F-17

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION

Introduction-Forward Looking Statements

POP N GO IS HEREBY PROVIDING CAUTIONARY STATEMENTS IDENTIFYING IMPORTANT FACTORS
THAT COULD CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN
FORWARD- LOOKING STATEMENTS MADE HEREIN. ANY STATEMENTS THAT EXPRESS, OR INVOLVE
DISCUSSIONS AS TO, EXPECTATIONS, BELIEFS, PLANS, OBJECTIVES, ASSUMPTIONS OF
FUTURE EVENTS OR PERFORMANCE ARE NOT STATEMENTS OF HISTORICAL FACTS AND MAY BE
FORWARD-LOOKING. THESE FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON OUR
EXPECTATIONS AND ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES, INCLUDING
BUT NOT LIMITED TO, ECONOMIC, COMPETITIVE, REGULATORY, GROWTH STRATEGIES,
AVAILABLE FINANCING AND OTHER FACTORS DISCUSSED ELSEWHERE IN THIS REPORT AND IN
DOCUMENTS FILED BY POP N GO WITH THE SEC. MANY OF THESE FACTORS ARE BEYOND OUR
CONTROL. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE FORWARD-LOOKING
STATEMENTS MADE. IN LIGHT OF THESE RISKS AND UNCERTAINTIES, THERE CAN BE NO
ASSURANCE THAT THE RESULTS ANTICIPATED IN THE FORWARD-LOOKING INFORMATION
CONTAINED IN THIS REPORT WILL, IN FACT, OCCUR.

ANY FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE ON WHICH SUCH STATEMENT
IS MADE, AND POP N GO UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD-LOOKING
STATEMENT OR STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE ON
WHICH SUCH STATEMENT IS MADE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED
EVENTS. NEW FACTORS EMERGE FROM TIME TO TIME AND IT IS NOT POSSIBLE FOR
MANAGEMENT TO PREDICT ALL OF SUCH FACTORS, NOR CAN IT ASSESS THE IMPACT OF
EACH SUCH FACTOR ON THE BUSINESS OR THE EXTENT TO WHICH ANY FACTOR, OR
COMBINATION OF FACTORS, MAY CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.


Three Months Ended June 30, 2005 Versus Period Ended June 30, 2004

Results of Operations

The Company incurred a net loss of $647,773 for the period ended June 30, 2005
as compared to a net loss of $1,355,936 for the period ended June 30, 2004. This
loss represents a loss from operations of $315,101 and $1,157,540 for the period
ended June 30, 2005 and 2004, respectively.  The net loss also includes interest
expense and other income totaling $332,672 and $198,396 for the three months
ended June 30, 2005 and 2004, respectively.

Total revenue share income for the period ended June 30, 2005 were $2,763 as
compared to $11,502 for the period ended June 30, 2004.  This represents a
decrease in revenue share income of 72.07% over the same period in the prior
year.  This decrease was primarily due to the Company pulling machines from
unprofitable locations thereby reducing the number of machines producing revenue
sharing sales. These machines were redeployed during the second quarter of 2005.

<page>2

Total cost of goods sold for revenue share for the period ended June 30, 2005
was $10,002 as compared to $22,861 for the period ended June 30, 2004. This
decrease was due to a reduction in the cost of maintaining machines as fewer
machines were deployed during the period.

Total operating expenses consist primarily of general and administrative
expenses. For the period ended June 30, 2005, total operating expenses were
$317,347. For the period ended June 30, 2004, total operating expenses were
$1,146,181. This represents a 72.31% decrease over the same period in the prior
year.  This decrease was primarily due to a decrease in consulting fees and
related expenses.

Interest expense and other income went from $198,396 for the period ended June
30, 2004 to $332,672, for period ended June 30, 2005. This increase was due to
the additional issuance of convertible debentures including beneficial
conversion features and short-term notes.

Nine Months Ended June 30, 2005 Versus Period Ended June 30, 2004

Results of Operations

The Company incurred a net loss of $1,840,909 for the period ended June 30, 2005
as compared to a net loss of $2,289,735 for the period ended June 30, 2004. This
loss represents a loss from operations of $973,390 and $1,754,091 for the period
ended June 30, 2005 and 2004, respectively. The net loss also includes interest
expense and other income totaling $865,119 and $535,644 for the nine months
ended June 30, 2005 and 2004, respectively.

Equipment sales for the period ended June 30, 2005 was $9,485 as compared to
$3,495 for the period ended June 30, 2004.  The Company focusing its sales
efforts on placing Company owned and operated machines, which produce a long-
term revenue stream. Total revenue share income for the period ended June 30,
2005 were $10,927 as compared to $48,811 for the period ended June 30, 2004.
This represents a decrease in revenue share income of 77.61% over the same
period in the prior year. This decrease was primarily due to the Company pulling
machines from unprofitable locations thereby reducing the number of machines
producing revenue sharing sales. These machines were redeployed during the
second quarter of 2005.

Total cost of goods sold for revenue share for the period ended June 30, 2005
was $6,444 as compared to $69,888 for the period ended June 30, 2004. This
decrease was due to a reduction in the cost of maintaining machines as fewer
machines were deployed during the period.

Total operating expenses consist primarily of general and administrative
expenses. For the period ended June 30, 2005, total operating expenses were
$977,357. For the period ended June 30, 2004, total operating expenses were
$1,721,324. This represents a 43.22% decrease over the same period in the prior
year. This decrease was primarily due to a decrease in the consulting fees and
related expenses.

Interest expense and other income went from $535,644 for the period ended June
30, 2004 to $865,119 for period ended June 30, 2005. This increase was due to
the additional issuance of convertible debentures including beneficial
conversion features and short-term notes.

Liquidity and Capital Resources

As of June 30 2005, the Company had cash and cash equivalents of $2,874 as
compared to cash and cash equivalents of $105,873 as of June 30, 2004.  At June
30, 2004, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of ($6,755,608) as compared to a
working capital deficiency (total current liabilities in excess of current
assets) of ($8,621,282) as of June 30, 2005.  This increase in working capital
deficiency was due to the additional issuance of convertible debentures and
short-term notes.  Net cash from operating activities was $983,495 for period
ended June 30, 2005, as compared to the net cash of $794,650 used in operating
activities for the period ended June 30, 2004.  Net cash from financing
activities was $968,740 for period ended June 30, 2005, as compared to $888,856
for the period ended June 30, 2004.

Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with our consolidated financial
statements and accompanying notes.

In March 31, 2004, the Company agreed to sell up to $5,000,000 of the Company's
common stock to Cornell Capital Partners over the course of 24 months after an
effective registration of the shares.  The purchase price is set at 98% of the
market Price. On May 14, 2004, the Company issued 8,666,666 shares of the
Company's common stock to Cornell Capital as a one time commitment fee.  In the
event the registration statement is not declared effective within 90 days, then
we shall pay to Cornell Capital Partners a cash amount within 3 business days of
the end of the month equal to 2% per month of the liquidation value of the
convertible shares outstanding, as liquidated damages.

Impairment of Goodwill

The Company has adopted SFAS No. 142 for all goodwill and other intangible
assets recognized in the Company's statement of financial position as of
September 30, 2002.  This standard changes the accounting for goodwill from an
amortization method to an impairment-only approach and introduces a new model
for determining impairment charges.

<page>4

Upon transition to the new impairment model, the Company recognized a reduction
of its entire goodwill in the amount of $613,457.  This charge was a result of
the valuation of goodwill based on a discounted cash flow method in the 4th
quarter in accordance to SFAS No. 142.

Convertible Debentures and Promissory Notes

We are currently experiencing difficulties in meeting our debt obligations.  We
have been able to generate cash through private placements of our common stock.
However, as of June 30, 2005 we held $4,044,846 in convertible debentures.  We
are in default on 64% of these convertible debentures. We have short term notes
in the amount of $1,276,626.  We are in default on all of the notes. Due to our
lack of cash flow, nearly all of the convertible debt placed prior to December
31, 2002 is currently in default. We plan to become current on these
obligations by converting our debentures and promissory notes to common stock of
the company and/or issuing long-term promissory notes. We have been in
discussions with holders of over 80% these obligations. We expect to reach a
repayment agreement with holders of a minimum of 80% of our debt(convertible
debentures and promissory notes).

Acceleration of the full amount of our debt would have a material adverse
consequence on our ability to carry out our business plan and to continue as a
going concern.  Currently, we are not authorized to issue a sufficient number of
shares of common stock to convert all of our debt to equity.  In order to
convert the debt on which we have defaulted to equity, we will be required to
seek approval from our shareholders to amend our articles of incorporation to
authorize the issuance of additional shares of our common stock.  We expect to
issue new long-term debt to refinance that portion of our debt that is not
converted to equity. The issuance of new long- term debt will be under terms
that will allow us to make payments out of positive cash flow expected by the
third quarter of 2005. Our ability to service any new long term notes will be
dependent on our ability to successfully execute our business plan.  Our
repayment obligations under the defaulted debentures and notes can be
accelerated by the holders at any time. There is no assurance that we will be
able to make timely payments on any debt instruments that we issue in the
future. To obtain capital for our business development, infrastructure
improvements and on going operations, we have signed a Standby Equity
Distribution Agreement with Cornell Capital Partners who is an underwriter for
$5,000,000. The Agreement allows us, upon our registration statement being
declared effective by the SEC, to issue shares of our common stock to Cornell
Capital Partners, at our option, for up to a maximum value of $5 million.

<page>5

We issued a promissory note to Branax, LLC for $240,000 in connection with our
acquisition of Branax in July 2001.  Our default on this promissory note could
result in litigation between Pop N Go and the former shareholders of Branax.  If
such litigation were to occur we would be forced to expend significant time,
money and other resources that could otherwise be used to advance our business
operations.  If forced to defend Pop N GO in such litigation, management could
have to curtail or even cease operations.  We do not expect any litigation to
arise as a result of our default on this note.

Management's Strategy

We continually evaluate opportunities to improve popcorn machine models and
assess the marketplace to capitalize on new business opportunities. The
fundamental strategy is to launch a program to place our patented machines in
schools, colleges and other major institutional facilities, including airports,
hospitals and corporate cafeterias.  We are also engaged in a revenue sharing
program which allows major food service operators to quickly incorporate Pop N
Go machines into their systems without any capital expenditures and with minimal
space and labor requirements.

We have been successful in placing machines in major retailer's shopping malls,
secondary schools and believe our revenue sharing program will expand during
2005. Currently, we have company owned popcorn units in place and operating.

Branax, LLC

On July 6, 2001, pursuant to an agreement to purchase membership interests, Pop
N Go, through our newly formed, wholly owned subsidiary, POPN Acquisition Corp,
acquired 100% of the membership interests of Branax, LLC.  Branax produces
Flixstix, the first flavoring for popcorn to be offered in individual servings.
Branax, has been attempting to develop partnering programs with major food
manufacturers. Although there was a successful program with one major customer,
the delay in developing significant revenues from Branax has resulted in the
decision to write off goodwill.

We believe that Branax has several opportunities for significantly expanding its
sales which would be enhanced with the inflow of investment capital into Pop N
Go during 2005.  We believe the capital would enable Branax to develop the
specialized packaging and product mix required by these significant customers.
There is no assurance such capital will be available, or on what terms.

We are currently in default on a promissory note in the original principal
amount of $240,000 that we issued to purchase Branax, LLC and such default could
have legal ramifications.  We are in negotiations to restructure the note to
Branax upon the completion of the disbursement of funds under the Equity
Distribution Agreement.  During the course of the default period, we have worked
with Branax to develop the marketing and manufacturing of their product line.

<page>6

Critical Accounting Policies

Our discussion and analysis of our financial conditions and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the
United States.  The preparations of financial statements require management to
make estimates and judgments that affect the reported amounts of assets and
liabilities, revenues and expenses and disclosures on the date of the financial
statements.  On an on-going basis, we evaluate our estimates, including, but not
limited to, those related to revenue recognition.  We use authoritative
pronouncements, historical experience and other assumptions as the basis for
making judgments.  Actual results could differ from those estimates.  We believe
that the following critical accounting policies affect our more significant
judgments and estimates in the preparation of our consolidated financial
statements.

Rental inventory is amortized to an estimated salvage value over an estimated
useful life of seven years.  Used equipment inventory is sold as used and the
un-amortized cost is charged to cost of sales.  We amortize the cost of rental
inventory using the straight-line method designed to approximate the rate of
revenue recognition.  We believe that our amortization rates, salvage values,
and useful lives are appropriate in our existing operating environment.

The Company recognizes revenues at the time products are shipped. Revenue
streams are generated from (1) the sale of the Pop N Go vending machines; and
(2) the operation of Company owned revenue share machines, which are owned by
the Company, and are typically located in airports, shopping malls and high
traffic locations.  The owner or operator and the Company share the revenue
generated by Company owned machines. Company personnel provide maintenance and
collection services for revenue sharing machines. It is estimated that up to 80%
of the Company's machines will be operated on a revenue sharing program. The
Company also has in market testing, Branax's popcorn flavorings, and anticipates
generating revenues in 2005 from the sale of this product.  There is of course
no assurance that the Company will be successful or will realize profits from
its activities.

We assess the fair value and recoverability of our long-lived assets, including
goodwill, whenever events and circumstances indicate the carrying value of an
asset may not be recoverable from estimated future cash flows expected to result
from its use and eventual disposition.  In doing so, we make assumptions and
estimates regarding future cash flows and other factors to make our
determination.  The fair value of our long-lived assets and goodwill is
dependent upon the forecasted performance of our business, changes in the
industry, the market valuation of our common stock and the overall economic
environment.  When we determine that the carrying value of our long- lived
assets and goodwill may not be recoverable, we measure any impairment based upon
the excess of the carrying value that exceeds the estimated fair value of the
assets.  If we do not meet our operating forecasts or if the market value of our
stock declines significantly, we may record impairment charges as needed.

<page>7

Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity, ("SFAS No.
150").  SFAS No. 150 establishes standards for how an issuer classifies and
measurers in its statement of financial position certain financial instruments
with characteristics of both liabilities and equity.  In accordance with SFAS
No. 150, financial instruments that embody obligations for the issuer are
required to be classified as liabilities.  SFAS No. 150 shall be effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
shall be effective at the beginning of the first interim period beginning after
June 15, 2003.  The adoption of SFAS 150 does not have a material effect on the
earnings or financial position of the Company.

In December 2003, the Financial Accounting Standards Board (FASB) issued a
revised Interpretation No. 46, "Consolidation of Variable Interest Entities"
(FIN 46R). FIN 46R addresses consolidation by business enterprises of variable
interest entities and significantly changes the consolidation application of
consolidation policies to variable interest entities and, thus improves
comparability between enterprises engaged in similar activities when those
activities are conducted through variable interest entities. The Company does
not hold any variable interest entities.

In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments."  The EITF reached a consensus about the
criteria that should be used to determine when an investment is considered
impaired, whether that impairment is other-than-temporary, and the measurement
of an impairment loss and how that criteria should be applied to investments
accounted for under SFAS No. 115, ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND
EQUITY SECURITIES."  EITF 03-01 also included accounting considerations
subsequent to the recognition of other-than-temporary impairment and requires
certain disclosures about unrealized losses that have not been recognized as
other-than-temporary impairments.  Additionally, EITF 03-01 includes new
disclosure requirements for investments that are deemed to be temporarily
impaired.  In September 2004, the Financial Accounting Standards Board (FASB)
delayed the accounting provisions of EITF 03-01; however, the disclosure
requirements remain effective for annual reports ending after June 15, 2004.
The Company will evaluate the impact of EITF 03-01 once final guidance is
issued.

In April of 2004, the EITF reached consensus on the guidance provided in EITF
Issue No. 03-6, "Participating Securities and the Two-Class Method under SFAS
No. 128 Earnings Per Share" ("EITF 03-6"). EITF 03-6 clarifies whether a
security should be considered a "participating security" for purposes of
computing earnings per share ("EPS") and how earnings should be allocated to a
"participating security" when using the two-class method for computing basic
EPS.  The adoption of EITF 03-6 does not have a significant impact on the
Company's financial position or results of operations.

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In May of 2004, the FASB revised FASB Staff Position ("FSP") No. 106-1,
"Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003" and issued FSP No. 106-2,
"Accounting and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003" ("FSP No. 106-2").  FSP 106-2
provides accounting guidance to the employers who sponsor post retirement
health care plans that provide prescription drug benefits; and the prescription
drug benefit provided by the employer is "actuarially equivalent" to Medicare
Part D and hence qualifies for the subsidy under the Medicare amendment act.
The adoption of FSP 106-2 does not have a significant impact on the Company's
financial position or results of operations.

SEC Staff Accounting Bulletin (SAB) No. 105, "APPLICATION OF ACCOUNTING
PRINCIPLES TO LOAN COMMITMENTS," summarizes the views of the staff of the SEC
regarding the application of generally accepted accounting principles to loan
commitments accounted for as derivative instruments. SAB No.105 provides that
the fair value of recorded loan commitments that are accounted for as
derivatives under SFAS No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES," should not incorporate the expected future cash flows
related to the associated servicing of the future loan.  In addition, SAB No.
105 requires registrants to disclose their accounting policy for loan
commitments.  The provisions of SAB No. 105 must be applied to loan commitments
accounted for as derivatives that are entered into after March 31, 2004.  The
adoption of this accounting standard does not have a material impact on the
Company's financial statements.

ITEM 3.  Controls and Procedures

(a) Within 90 days prior to the filing date of this report, with the
participation of the Company's management, the Company's President and Chief
Executive Officer and Vice President - Finance and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based upon that evaluation, the President and Chief Executive
Officer and Vice President - Finance and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in providing
reasonable assurance that information required to be disclosed by the Company in
reports that it files under the Exchange Act is recorded, processed, summarized
and reported within the time period specified in the Commission's rules and
procedures.

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(b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation.

Code of Ethics:

We intend to adopt a code of ethics in 2005 that applies to our principle
executive officer, principal  financial officer, principle accounting officer or
controller, other persons  performing similar functions.  We intend to post the
text of our code of ethics on our website in connection with our "Investor
Relations" materials.  In addition, we intend to promptly disclose (1) the
nature of any amendment to our code of ethics that applies to our principle
executive officer principal  financial officer, principle accounting officer or
controller, other persons  performing similar functions (2) the nature of any
wavier, including an implicit wavier, from a provision of our code of ethics
that is granted to one of these specific officers, the name of such person who
is granted the waiver and the date of the waiver on our web site in the future.

We do not currently have a code of ethics as this is a new regulatory
requirement and we are examining the various form and contents of other
companies written code of ethics, discussing the merits and meaning of a code of
ethics to determine the best form for our Company.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

No legal proceedings other than those in the ordinary course of business

Item 2. Changes in Securities

None

Item 3   Defaults in Senior Securities

None

Item 4. Submission of Matters to Vote of Security Holders

None

Item 5.  Other Information

Registrant's Form SB-2 Registration Statement submitted to SEC on February  9,
2005.

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Item 6.  Exhibits and Reports on Form 10Q-SB

a)  The following is a complete list of Exhibits filed as part of the
    Registration Statement, which are incorporated herein:

Exhibit No.             Reference
-----------------------------------
3.(i)*  Certificate of Incorporation of Pop N Go, Inc.

3.(ii)* Bylaws

31.1    Certification of Chief Executive Officer/Chief Financial Offices
	pursuant to Rule 13A-14 of the Securities Exchange Act of 1934.

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

*Incorporated by reference to Registrant's Form SB-2 Registration Statement
filed on February 11, 2000.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 22 day of
August 2005.

POP N GO, INC.

/s/ Melvin Wyman
-------------------
By: Melvin Wyman,
    Chief Financial Officer

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