U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A
                           (Originally Filed 08/23/04)
                                   (Mark one)
                 [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended 06/30/04.

        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: 122,589,061

Transitional Small Business Disclosure Format (Check One): Yes [ ]   No [ ]

POP N GO, INC.
TABLE OF CONTENTS
                                                                      PAGE NO.

Part I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

        Unaudited Condensed Consolidated Balance Sheets -
          June 30, 2004                                                 F- 1

        Unaudited Condensed Consolidated Statements of Operations -
           For the three month and nine months
           Ended June 30, 2004 and 2003                                 F- 2

        Unaudited Condensed Consolidated Statements of Cash Flows -
           For the nine month period
           Ended June 30, 2004 and 2003                                 F- 3

        Notes to Condensed Consolidated Financial Statement             F-4-10


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.....................................2-6

ITEM 3.  CONTROLS AND PROCEDURES........................................7


Part II. OTHER INFORMATION..............................................8

ITEM 1.  LEGAL PROCEEDINGS..............................................8

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

SIGNATURES..............................................................8

============================================================================





                        POP N GO, INC. and SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 June 30, 2004
                                  (Unaudited)


                                     ASSETS

  Current assets
    Cash and cash equivalents                    $    105,873
    Accounts receivable, net                            2,037
    Prepaid expenses and other current assets           1,876
                                                     ---------
        Total current assets                     $    109,785

  Rental equipment, net                                82,125
  Furniture and equipment, net                          4,637
  Other assets                                          4,975
                                                     ---------
      Total assets                               $    201,522
                                                     =========

           LIABILITIES AND SHAREHOLDERS' DEFICIT

  Current liabilities

    Short-term notes payable                     $  1,198,642
    Note payable - related party                      281,601
    Convertible debt, net                           2,967,043
    Accounts payable                                  516,942
    Accrued consulting fees-related party             254,868
    Accrued liabilities                             1,584,120
    Customer deposits                                  64,576
                                                    ---------
      Total current liabilities                   $ 6,867,793
                                                    ---------
  Shareholders' deficit

    Common stock, par value $0.001
    authorized 300,000,000 shares,
    issued and outstanding 119,339,061 shares         119,339
  Additional paid-in capital                       12,581,210
  Beneficial conversion feature                      (173,462)
  Stock to be issued                                  844,172
  Accumulated deficit                             (20,037,530)
                                                   ----------
        Total shareholders' deficit                (6,666,270)
                                                   ----------
  Total liabilities and shareholders' deficit  $      201,522
                                                   ==========
  See accompanying notes to Unaudted financial statements.

  <PAGE>F-1


                          POP N' GO, INC. and SUBSIDIARIES
                              STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED
                              JUNE 30, 2004 AND 2003
                                    (UNAUDITED)

  <table>
  <caption>
  
                                                     <c>                             <c>
                                                       THREE MONTH PERIODS            NINE MONTH PERIODS
                                                              ENDED                          ENDED
                                                   JUNE 30, 2004  JUNE 30, 2003   JUNE 30, 2004   JUNE 30, 2003
                                                   ----------      ----------     ----------      ----------

  Equipment sales                                 $         -   $      38,285    $     3,495   $      70,260
  Revenue share sales                                  11,502          22,421         48,811          72,877
                                                   ----------      ----------     ----------      ----------
     Total                                             11,502          60,706         52,306         143,137

  Cost of goods sold - equipment                            -          42,156         15,185          79,869
  Cost of goods sold - revenue share sales             22,861          20,932         69,888          66,590
                                                   ----------      ----------     ----------      ----------
     Total                                             22,861          63,088         85,073         146,459
                                                   ----------      ----------     ----------      ----------
     Gross profit (loss)                             (11,359)          (2,382)       (32,767)         (3,322)
                                                   ----------      ----------     ----------      ----------

  Operating expenses
        Administrative and general                  1,146,142         274,463      1,719,856         994,828
        Development costs                                  39             695          1,468             695
                                                   ----------      ----------     ----------      ----------
  Total operating expenses                          1,146,181         275,158      1,721,324         995,523
                                                   ----------      ----------     ----------      ----------
  Operating loss                                   (1,157,540)       (277,540)    (1,754,091)       (998,845)

  Interest expense                                   (198,396)       (128,255)      (540,405)       (368,737)
  Loss on conversion of debt                                -               -        (33,591)              -
  Other income                                              -               -         38,352           1,673
                                                   ----------       ---------     ----------       ---------
  Loss before income taxes                         (1,355,935)       (405,795)    (2,289,734)     (1,365,909)
  Provision for income taxes                                -               -         (2,400)              -
                                                   ----------       ---------     ----------       ---------
  Net Loss                                        $(1,355,935)  $    (405,795)   $(2,289,734)  $  (1,365,909)
                                                  ============   =============   ============   =============
  Basic and diluted weighted average number
      Of common stock outstanding                 102,252,714      84,719,894     95,653,202      81,319,894
                                                   ==========      ==========     ==========      ==========

  Loss per share:                                 $   (0.013)     $    (0.004)   $   (0.024)     $    (0.017)
                                                   ==========      ===========    ==========      ===========

  See accompanying notes to Unaudited financial statements.



  </table>
  <page>F-2
                          POP N GO, INC. and SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE NINE MONTHS PERIODS ENDED
                              JUNE 30, 2004 AND 2003
                                    (UNAUDITED)

                                                     NINE MONTH PERIODS ENDED
                                                  JUNE 30, 2004   JUNE 30, 2003
                                                   (unaudited)     (unaudited)
                                                    ----------     ----------

  Cash flows used in operating activities
     Net loss                                     $(2,292,134)     $(1,365,909)

  Adjustments to reconcile net loss to net
  cash used in operating activities:
     Depreciation and amortization                     55,117         132,141
     Issuance of common stock for services            740,750         185,532
     Options granted for services                      20,000               -
     Shares to be issued for loan incentive           123,190               -
     Recovery of rental inventory                     (37,500)              -
     Loss on conversion of debenture                   33,591          27,550
     Gain on sale of rental equipment                  (3,731)              -
  Increase (decrease) in:
     Accounts receivable                               (1,105)          1,190
     Inventories                                            -          54,299
     Prepaid expenses and deposits                     12,760          (4,975)
  Increase (decrease) in:
     Other accounts payable and accrued expense       554,412         549,807
                                                     ----------     -----------
  Net cash used in operating activities              (794,650)       (420,365)
                                                     ----------     -----------
  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 convertible debentures, net         627,856        224,017
     Proceeds from note payable                        248,000        192,000
     Payment on note payable                            (3,000)             -
     Proceeds from shares to be issued                   1,000              -
     Proceeds from issuance of common stock             15,000              -
                                                     ----------     ----------
  Net cash provided by financing
     activities                                        888,856        416,017
                                                     ----------     ----------

  Net increase (decrease) in cash and cash
    equivalents                                        103,587         (4,348)

  Cash and cash equivalents,
    beginning of period                                  2,286          4,566
                                                    ----------      ---------
  Cash and cash equivalents,
    end of period                                 $    105,873    $       218
                                                    ==========      =========

  See accompanying notes to Unaudited financial statements.

  <PAGE>F-3

                          POP N GO, INC. AND SUBSIDIARYIES
                NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE
                  NINE MONTHS ENDED JUNE 30, 2004 and 2003

 Note 1.      Summary of significant accounting policies:

  Basis of quarterly presentation:  The accompanying quarterly financial
  statements of Pop N Go, Inc. and subsidiaries (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, 2004 and 2003.

  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, 2003.

  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.

  Major customer

  Four major customer provided 68% of the sales for the period ended June 30,
  2004.  The total account receivable balance for these customers as of June 30,
  2004 was $1,548.  Three major customers provided 67% of the sales for the
  period ended June 30, 2003 and total accounts receivable from them as of June
  30, 2003 was $2,009.

  Major vendor

  One major vendor provided 48% of the purchase for the period ended June 30,
  2004.  The Company did not have accounts payable to this vendor as of June 30,
  2004.  There was one major vendor who provided 41% of the purchase for the
  period ended June 30, 2003.

  Reclassifications

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

  <page>F-4

 Note 2.      Recent pronouncements:

  On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB
  Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with
  Characteristics of both Liabilities and Equity. FAS 150 changes the accounting
  for certain financial instruments that, under previous guidance, could be
  classified as equity or "mezzanine" equity, by now requiring those instruments
  to be classified as liabilities (or assets in some circumstances) in the
  statement of financial position. Further, FAS 150 requires disclosure
  regarding the terms of those instruments and settlement alternatives. FAS 150
  affects an entity's classification of the following freestanding instruments:
  a) Mandatory redeemable instruments b) Financial instruments to repurchase an
  entity's own equity instruments c) Financial instruments embodying obligations
  that the issuer must or could choose to settle by issuing a variable number of
  its shares or other equity instruments based solely on (i) a fixed monetary
  amount known at inception or (ii) something other than changes in its own
  equity instruments d) FAS 150 does not apply to features embedded in a
  financial instrument that is not a derivative in its entirety. The guidance in
  FAS 150 is generally effective for all financial instruments entered into or
  modified after May 31, 2003, and is otherwise effective at the beginning of
  the first interim period beginning after June 15, 2003. For private companies,
  mandatory redeemable financial instruments are subject to the provisions of
  FAS 150 for the fiscal period beginning after December 15, 2003. The adoption
  of SFAS No. 150 does not have a material impact on the Company's financial
  position or results of operations or cash flows.

  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.

Note  3.    Debt financing:

  Short-term notes:

  For the nine months period ended June 30, 2004, the Company received proceeds
  of $248,000 from the issuance of short-term notes.  The short term notes have
  a flat amount of interest totaling $42,250 and are due within 90 days from the
  date of issuance.  Four notes that expired during the period for an aggregate
  total of $85,000 were renewed for an additional 90 days and have a flat amount
  of interest totaling $14,250 additional in interest.  The short-term notes and
  renewals offer incentives totaling 7,350,000 shares of common stock amounting
  $123,190, which are to be issued.

  <page>F-5

  Convertible Debts:

  During the period ended June 30, 2004, the Company raised capital through the
  placement of convertible promissory notes in the amount of $627,856.  The
  interest rates are 12% to 15% and due dates of these notes are starting
  October 1, 2004. One conversion of $10,000 was executed at $0.02 per share
  plus interest of $850.00 for a total of 542,500 shares of restricted common
  stock.

  During the period ended June 30, 2004, the company recognized $186,250 as
  beneficial conversion feature, which is categorized as contra equity account
  in the balance sheet, for convertible promissory notes that was issued during
  current period. The beneficial conversion feature is being amortized over the
  period of debt. The amortization expense for current period amounted to
  $12,788, which is categorized as interest expense in income statement.

 Note 4.    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.

 Note 5.    Equity:

  Common Stock: During the nine months ended June 30, 2004, the Company had the
  following common stock issuance:

  The Company issued 22,750,000 shares of common stock valued at $740,750 to
  consultants in exchange for services.

  The Company issued 3,209,166 shares of common stock valued at $50,850 for the
  conversion of convertible debentures. The Company recorded $33,591 loss on the
  conversion.

  The company issued 1,000,000 common stock shares valued at $15,000 for cash.

  The company issued 4,000,000 common stock shares value at $60,000 towards the
  payment of accrued legal expenses.

  For the period ended June 30, 2004, the company agreed to issue 7,350,000
  shares (to be issued through June 30, 2004) for the loan agreements amounting
  to $123,190.

  <page>F-6

  The Company received $ 1,000 for 50,000 shares to be issued for the period
  ending June 30, 2004.

 Note 6. 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 $282 for income tax and $0 for interest for the ended June
  30, 2004. The Company paid $0 for income tax and $21,493 for interest for the
  period ended June 30, 2003.

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

  The Company issued 22,750,000 common stock shares valued at $740,750 to
  consultants in exchange for services. The Company issued 3,209,166 common
  stock shares valued at $50,850 for the conversion of convertible debentures.
  The Company recorded $33,591 loss on the conversion. The company issued
  4,000,000 common stock shares value at $60,000 towards the payment of accrued
  legal expenses.

  For the period ended June 30, 2004, the company recorded 7,350,000 shares to
  be issued per loan agreements amounting to $123,190.

  For the period ended June 30, 2004, the company has recover rental equipments
  in an amount of $37,500. It was written off in 2002.

 Note 7. Related parties transactions:

  The Company borrowed $ 240,000 from one of the related entities in June 2001
  at rate of 10% per annum payable annually and due in September 2001. The
  Company has recorded interest of $ 71,671 on the loan through June 30, 2004.

  The Company borrowed $ 41,601 from one of the related entities in May 1998 at
  rate of 15 per annum payable annually and due in June 1998. The Company has
  recorded interest of $ 50,974 on the loan through June 30, 2004.

  The Company received consulting services from one of the related parties and
  has accrued $ 254,868 in consulting expenses through June 30, 2004.

 Note 8. Going concern issues:

  The Company's consolidated financial statements are prepared using the
  accounting principles generally accepted in the United States of America
  applicable to a going concern, which contemplates the realization of assets
  and liquidation of liabilities in the normal course of business.  Without
  realization of additional capital, it would be unlikely for the Company to
  continue as a going concern. The Company is currently in default of all of its
  convertible debentures issued prior to December 31, 2002 and short-term notes
  issued prior to September 30, 2003. These factors raise substantial doubt
  about the Company's ability to continue as a going concern.

  <page>F-7

  Management recognizes that the Company must generate additional resources to
  enable it to continue operations.  Management's plans include continually
  evaluating cost cutting measures at every entity level.  Additionally,
  management's plans also include the sale of additional equity securities and
  debt financing.  However, no assurance can be given that the Company will be
  successful in raising additional capital.  Further, there can be no assurance,
  assuming the Company successfully raises additional equity, that the Company
  will achieve profitability or positive cash flow.  If management is unable to
  raise additional capital and expected significant revenues do not result in
  positive cash flow, the Company will not be able to meet its obligations and
  may have to cease operations.

 Note 9.   Subsequent events:

  Subsequent to the period ended June 30, 2004:

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

  On July 12, 2004 the company issued 2,250,000 shares for fees on Placement
  Agent Agreement and Consulting Finders Agreements to adjust the price of
  previous issued stock to $0.025 per share; 1,000,000 shares for the purchase
  of buy-back equipment of nine (9) machines and (6) six bases at a rate of
  $0.021 per share or $21,000.00.

  The Company received $70,000 representing that closing of the second (2nd) of
  three (3) closings contemplated by the Securities Purchase Agreement executed
  on May 13, 2004 between the Company and Cornell Capital Partner LP.

  The Company issued a $35,000 convertible debenture. This debenture rolls a
  previous debenture of $25,000 and includes an additional $10,000 investment.
  The debenture is due on July 6, 2005, bears interest at 18% 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 $20,000 convertible debenture.  The debenture is due on
  July 15, 2005, 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 $25,000 convertible debenture. This debenture rolls a
  previous debenture of $10,000 and includes an additional $15,000 investment.
  The debenture is due on July 6, 2005, bears interest at 15% 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 $10,000 convertible debenture.  The debenture is due on
  July 8, 2005, 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.  500,000 warrants issued as incentive that can be
  exercised at $0.02 and expire on December 31, 2005.

  The Company issued a $10,000 convertible debenture.  The debenture is due on
  July 15, 2005, bears interest at 14% 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.

  <page>F-8

  The Company issued a $17,500 convertible debenture. The debenture is due on
  July 15, 2005, 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 20, 2005, 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.  250,000 warrants issued as incentive that can be
  exercised at $0.02 and expire on December 31, 2005.

  The Company issued a $5,000 convertible debenture.  The debenture is due on
  July 18, 2005, 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.  250,000 warrants issued as incentive that can be
  exercised at $0.02 and expire on December 31, 2005.

  The Company issued a $5,000 convertible debenture.  The debenture is due on
  July 20, 2005, 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.  250,000 warrants issued as incentive that can be
  exercised at $0.02 and expire on December 31, 2005.

  The Company issued a $10,000 convertible debenture.  The debenture is due on
  July 26, 2005, bears interest at 15% 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 $2,500 convertible debenture.  The debenture is due on
  July 20, 2005, 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 25, 2005, 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.

  <page>F-9

  The Company issued a $5,000 convertible debenture.  The debenture is due on
  July 27, 2005, 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 $20,000 convertible debenture.  The debenture is due on
  July 12, 2005, 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 29, 2005, 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
  August 3, 2005, 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
  August 7, 2005, 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 $6,000 convertible debenture.  The debenture is due on
  August 9, 2005, 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.



Note 10.	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 were accrued on 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 is engaged in
settlement discussions on the other claim. 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. Discussions are currently being held to satisfy their
claims by making installment payments.  All of these amounts were included in
the accompanying financial statements

<page>F-10


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

Management's discussion and analysis should be read in conjunction with the
Company's financial statements and the notes thereto.

Three Months Ended June 30, 2004 Versus Three Months Ended June 30, 2003

Results of Operations

The Company incurred a net loss of $1,355,936 for the three months ended June
30, 2004 as compared to a net loss of $405,795 for the three months ended June
30, 2003.  This loss represents a loss from operations of $1,157,540 and
$277,540 for the three months ended June 30, 2004 and 2003, respectively.  The
net loss also includes interest expense and other income charges totaling
$198,396 and $128,255 for the three months ended June 30, 2004 and
2003,respectively.

Total equipment sales for the period ended June 30, 2004 were $0 as compared to
$38,285 for the period ended June 30, 2003.  The decrease in equipment sales was
due to our decision to use available resources to expand the marketing of the
revenue share program and to reduce marketing efforts for the outright sale of
popcorn machines. This represents a decrease in equipment sales of 100% over the
same period in the prior year since the focus was on marketing and obtaining
locations for placing company owned machines and not selling machines to third
parties.  .  Total revenue share sales for the three months ended June
30, 2004 were $11,502 as compared to $ 22,421 for the three months ended June
30, 2003.  This 50% decrease is due to the removal of machines from unprofitable
revenue share locations in order to concentrate on placing the bulk of company
owned machines in a few major markets.  This resulted in fewer revenue machines
on location during the period ended June 30, 2004.

Total cost of goods sold for revenue share for the three months ended June 30,
2004 was $22,861 as compared to $20,932 in the prior year. The gross profit
(loss) margin for the period ended June 30, 2004 was (98.8%) as compared to an
6.6% profit in the prior year.  This variance was due to a decrease in revenue
share sales.

Total operating expenses consist primarily of development expenses and general
and administrative expenses.  For the three months ended June 30, 2004, total
operating expenses were $1,146,181.  For the three months ended June 30, 2003,
total operating expenses were $275,158.  This represents a 268% increase over
the same period in the prior year. General and administrative expenses for the
three months ended June 30, 2004 was $1,146,142 as compared to $
274,463 for the three months ended June 30, 2003. This increase was due
primarily to higher consulting fees.Interest expense went from $128,255 for the
three months ended June 30, 2003 to $198,396 for the three months ended June 30,
2004.  This increase was due primarily to the increase in interest paid on
convertible debentures. Nine Months Ended June 30, 2004 Versus Nine Months Ended
June 30, 2003.

<page>2

Results of Operations

The Company incurred a net loss of $2,289,734 for the nine months ended June 30,
2004 as compared to a net loss of $1,365,909 for the nine months ended June 30,
2003.  This loss represents a loss from operations of $1,754,091 and $998,845
for the nine months ended June 30, 2004 and 2003, respectively.  The net loss
also includes interest expense and other income totaling $540,405 and $368,737
for the nine months ended June 30, 2004 and 2003, respectively. Total equipment
sales for the period ended June 30, 2004 were 3,495 as compared to $70,260 for
the period ended June 30, 2003.  This represents a decrease in equipment sales
of 95% over the same period in the prior year.  The decrease in equipment sales
was due to our decision to use available resources to expand the marketing of
the revenue share program and to reduce marketing efforts for the outright sale
of popcorn machines.  Total revenue share sales for the nine months
ended June 30, 2004 were $48,811 as compared to $72,877 for the nine months
ended June 30, 2003.  This represents a decrease in revenue sales of 33.0% over
the same period in the prior year. The decrease in revenue share sales was due
to our decision to redeploy machines from unprofitable locations and concentrate
on locating machines in the Chicago and Los Angeles markets. During the
redeployment period, machines were out of service while they were being
reconditioned at our factory. We expect all of these machines to be in the field
generating revenue share sales during the fourth quarter of 2004.

Our analysis of the market trend toward eating more healthy food has caused us
to emphasize the placement of company owned machines. As a result, we expect
revenue from the outright sale of machines to decline which will have a material
adverse effect on income for the balance of 2004.

We are actively seeking vending and marketing partners to place our popcorn
vending machines in high traffic schools and public access locations. We will
share in the revenue stream from popcorn sales with the vending operator and
location owner as long as the machines remain at the location.

We will target the Chicago and Los Angeles markets for machine placements
through the first quarter of 2005. Our ability to place a sufficient number of
popcorn machines to generate a profit for the company will be dependent on our
ability to raise capital for building and placing machines.


Total cost of goods sold for equipment sales for the period ended June 30, 2004
was $15,185 as compared to 79,869 in the prior year.  The gross profit(loss)
margin for the period ended June 30, 2004 was (334%) as compared to (13.7%) in
the prior year.  This increase in gross profit(loss) was due to the refurbishing
of equipment purchased by the company for resale or placement in the field.
Total cost of goods sold for revenue share for the nine months ended June 30,
2004 was $69,888 as compared to $ 66,590 in the prior year. The gross
profit(loss) margin for the period ended June 30, 2003.2004 was (43.2%) as
compared to an 8.6% profit in the prior year.  This variance was due to a
decrease in revenue share sales.
Total operating expenses consist primarily of development expenses and general
and administrative expenses.  For the nine months ended June 30, 2004, total
operating expenses were $1,721,324.  For the nine months ended June 30,
2003, total operating expenses were $995,523.

General and administrative expenses for the nine months ended June 30, 2004 was
$1,719,856 as compared to $994,828 for the nine months ended June 30, 2003. This
increase was due primarily to higher consulting fees. Interest expense went from
$368,737 for the nine months ended June 30, 2003 to $540,405 for the nine months
ended June 30, 2004.  This represents an increase in interest expense of 28.4%
from the prior year .  This increase was due primarily to the interest on
convertible debentures.

<page>3

Liquidity and Capital Resources

As of June 30, 2004, the Company had cash and cash equivalents of $105,873 as
compared to cash and cash equivalents of $2,286 as of September 30, 2003.  At
September 30, 2003, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of $5,504,820 as compared to a
working capital deficiency (total current liabilities in excess of current
assets) of $6,755,608 as of June 30, 2004.  Net cash used in operating
activities was $780,466 for the nine months ended June 30, 2004 and $420,365 for
the nine months ended June 30, 2003.  The principal use of cash for the nine
months ended June 30, 2004 was to fund the net loss from operations for the
period.  The Company raised a total of $876,068 from the issuance of common
stock, convertible debentures and short-term notes during the nine months ended
June 30, 2004, and this was used to fund the net loss from operations.

Going concern issues

Our independent auditor, Kabani & Co has expressed substantial doubt as to the
Company's ability to continue as a going concern for the year ended September
30, 2003 based on significant operating losses that the Company has incurred and
the fact that the Company is currently in default of all of its convertible
debentures issued prior to 12/31/02 and short-term notes issued prior to
9/30/03. The Company currently plans to raise sufficient additional capital
through private placement of its common stock and/or private placement of debt
or convertible debentures and increasing its marketing activities to increase
sales and to meet its ongoing cash needs, until such time as its business
generates cash flow sufficient to fund its operations. However, the additional
funding the Company requires may not be available on acceptable terms or at all.
If the Company cannot obtain adequate funding, it could be required to
significantly curtail or even shutdown operations.

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.

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.

Loans

The Company is currently experiencing difficulties in meeting its debt
obligations.  The Company has been able to generate cash through private
placements of the Company's common stock. However, due to cash flow problems,
nearly all of the convertible debt placed prior to 12/31/02 is currently in
default. Management has initiated negotiations with its convertible debt holders
to convert approximately $2 million of convertible debt into equity. To meet the
Company's cash obligations, the Company has entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners, LP whereby the Company
will sell Cornell up to $5 million of its common stock upon the Company's SB-2
Registration Statement being declared effective by the SEC.

<page>4

Management's Strategy

The Company continually evaluates opportunities to improve popcorn machine
models and assesses the marketplace to capitalize on new business opportunities.
The fundamental strategy is to launch a nationwide program to place its patented
machines in schools, colleges and other major institutional facilities,
including airports, hospitals and corporate cafeterias.  The Company is also
engaged in a full service 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.
The Company has been successful in placing machines in major airports, shopping
malls and schools and believes its revenue sharing program will expand during
2004.

Branax, LLC

On July 6, 2001, pursuant to an agreement to purchase membership interests, th
Company, through its 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, LLC 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. The Company believes that Branax has several
opportunities for significantly expanding its sales which will be enhanced with
the inflow of investment capital into Pop N Go during 2004.  The capital will
enable Branax to develop the specialized packaging and product mix required by
these significant customers. 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
preparation 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 judgements.  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.

<page>5

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
unamortized 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 50%
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 2002 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>6

Recent Accounting Pronouncements

On May 15, 2003, the Financial Accounting Standards Board (FASB) issued FASB
Statement No. 150 (FAS 150), Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. FAS 150 changes the accounting
for certain financial instruments that, under previous guidance, could be
classified as equity or "mezzanine" equity, by now requiring those instruments
to be classified as liabilities (or assets in some circumstances) in the
statement of financial position. Further, FAS 150 requires disclosure regarding
the terms of those instruments and settlement alternatives. FAS 150 affects an
entity's classification of the following freestanding instruments: a)
Mandatorily redeemable instruments b) Financial instruments to repurchase an
entity's own equity instruments c) Financial instruments embodying obligations
that the issuer must or could choose to settle by issuing a variable number of
its shares or other equity instruments based solely on (i) a fixed monetary
amount known at inception or (ii) something other than changes in its own equity
instruments d) FAS 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. The guidance in FAS 150 is
generally effective for all financial instruments entered into or modified after
May 31, 2003, and is otherwise effective at the beginning of the first interim
period beginning after June 15, 2003. For private companies, mandatorily
redeemable financial instruments are subject to the provisions of FAS 150 for
the fiscal period beginning after December 15, 2003. The adoption of SFAS No.
150 does not have a material impact on the Company's financial position or
results of operations or cash flows.

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.

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.

(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 2004 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.

<page>7

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

Articles of Incorporation amended to increase authorized shares from 100,000,000
to 300,000,000.

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 July 21, 2004.

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

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

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

3.(ii)* Bylaws

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

32.1    Amended 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 Amended Report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on the 5th day
of November 2004.

POP N GO, INC.

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


<page>8