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

                                  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 12/31/04.

        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: 122,479,060

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 -
           December 31, 2004                                            F- 1

        Unaudited Condensed Consolidated Statements of Operations -
           For the three month
           Ended December 2004 and 2003                                 F- 2

        Unaudited Condensed Consolidated Statements of Cash Flows -
           For the three month period
           Ended December 31, 2004 and 2003                             F- 3

        Notes to Condensed Consolidated Financial Statement             F-4-9


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

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


 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements:

                                 POP N GO, INC.
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2004
                                  (Unaudited)


ASSETS

Current assets:
  Cash and cash equivalents	               $	39,424
  Accounts receivable, net of allowance for
    doubtful accounts of $1,059		869
  Prepaid expenses and other current assets		 6,351
		                                       -------
    Total current assets		                46,644

Rental inventory, net 		                       100,840
Note receivable		                                17,023
Furniture and equipment, net 		                 2,448
		                                       -------
Total assets	                               $       166,956
		                                       =======
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:

  Accounts payable	                       $       562,799
  Consulting payable-related party		       448,279
  Accrued liabilities		                     1,988,931
  Note payable 		                             1,106,626
  Loan payable - related party  		       240,000
  Convertible debt, net		                     3,473,465
  Customer deposits		                        50,125
  		                                     ---------
      Total current liabilities		             7,870,226
		                                     ---------
Stockholders' deficit:

Common stock, par value $.001 per share,
  authorized 300,000,000 shares, issued
  and outstanding 122,479,059 shares 	               122,479
Additional paid in capital 		            12,561,586

Stock to be issued -
 16,645,000 shares of common stock		       983,729

Accumulated deficit 		                   (21,371,065)
		                                   ------------
Total stockholders' deficit	                    (7,703,270)
		                                   ------------
Total liabilities and stockholders' deficit    $       166,956
                                                   ============
See accompanying notes to Unaudited financial statements.

                                 POP N GO, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
             FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 and 2003
                                  (Unaudited)


		                                         2004		 2003
                                                       --------        --------
Equipment sales	                                   $	     -       $	  3,495
Revenue share sales		                         4,569 		 19,047
				                       --------        --------
     Total		                                 4,569 		 22,542

Cost of goods sold equipment		                     -           15,185
Cost of goods sold revenue share sales		         4,013 		 18,406
				                       --------        --------
     Total		                                 4,013           33,591

     Gross profit (loss)		                   556 	        (11,049)
				                       --------        --------
Operating expenses:
     Administrative and general		               367,382 		297,008
		 		                       --------         -------
Operating loss		                              (366,826)	       (308,057)

Non-operating income (expenses):
Interest expense		                      (198,228)	       (171,733)
Beneficial conversion feature		               (76,911)		      -
Loss on conversion of debenture		                     -          (33,591)
Recovery of inventory		                         2,059 		      -
Gain on sale of rental equipment 		           745 		    852
				                   -----------       ----------
Loss before income taxes		              (639,161)	       (512,529)
Provision for income taxes		                   800 		      -
				                   -----------       ----------
Net loss	                                   $  (639,961)	     $ (512,529)
				                   ===========       ==========
Loss per share: 	                           $	 (0.01)	     $	  (0.01)
				                   ===========       ==========
Basic and diluted weighted average number of
    common stock outstanding		           122,479,059 	     90,710,474
                                                   ===========       ==========

<
See accompanying notes to Unaudited financial statements.

                                 POP N GO, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE THREE MONTHS ENDED DECEMBER 31, 2004 and 2003
                                  (Unaudited)

	                                         	2004		  2003
					              --------          --------
Cash flows used in operating activities:
   Net loss	                               $      (639,961)	 $     (512,529)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
   Depreciation and amortization		        18,490 		 17,643
   Allowance for bad debts 		                   996 		      -
   Beneficial conversion feature		        76,911                -
   Issuance of common stock for services	             -   	 39,500
   Shares to be issued for loan incentive		40,188 		 38,190
   Issuance of warrants		                         9,045 		      -
   Loss on conversion of debenture		             -   	 33,591
   Expense paid with rental equipment		         2,367 		      -
   Gain on sale of rental equipment 		          (745)	           (852)
   Recovery of inventory		                (2,059)		      -
(Increase) decrease in:
   Accounts receivable		                          (126)		   (726)
Increase (decrease) in:
   Accounts payable		                        28,519 		150,028
   Accrued liabilities		                       143,813 		 10,174
   Accrued consulting fee-related party		       (24,000)		 (5,135)
   Customer deposits		                       (11,201)		 (2,300)
		 		 	              ---------       ---------
Net cash used in operating activities		      (357,763)	       (232,416)

Cash flows from investing activities:		      ---------       ---------
   Proceeds from sale of rental equipment		     -   	  2,495
				 	              ---------       ---------
Cash flows from financing activities:
   Proceeds from sale of convertible Debentures, net   266,188 	        117,569
   Payments for notes receivable		       (17,023)		      -
   Proceeds from notes		                       178,500 	        140,000
   Payments of notes		                       (48,107)		 (2,000)
		 		 	              ---------       ---------
Net cash provided by financing activities	       379,558 	        255,569
				 	              ---------       ---------
Net increase in cash and cash equivalents		21,795 		 25,648

Cash and cash equivalents,
  beginning of period		                        17,629 		  2,286
				 	              ---------       ---------
Cash and cash equivalents,
  end of period	                                $	39,424 	$	 27,934
					              =========       =========
Supplemental disclosure of
  cash flow information:

   Cash paid during the period for:
     Interest                            	$	21,155 	$       133,543
					              =========       =========
     Income taxes	                        $	     -  $	      -
                                                      =========       =========
See accompanying notes to unaudited 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 December 31, 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, 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.

Major customer

Two major customers provided 71% of the sales for the three month period ended
December 31, 2004.  The total account receivable balance for these customers as
of December, 2004 was $696.  Four major customers provided 63% of the sales for
the three month period ended December 31, 2003 and total accounts receivable
from them as of December 31, 2003 were $2,853.

Major vendor

One major vendor provided 64% of the purchase for the three month period ended
December, 2004.  The account payable balance for this vendor was $1,020 as of
December 31, 2004.  There was one major vendor who provided 45% of the purchase
for the three month period ended December 31, 2003.

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 December 31, 2004.

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 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 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
Non monetary Assets."  The Statement is an amendment of APB Opinion No. 29 to
eliminate the exception for non monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non monetary 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.

3.     Note Receivable

On December 31, 2004, the Company has a receivable on a promissory note,
amounting $17,023. The note bears an interest rate of 10% per annum, due
April 2, 2005 and is unsecured.

4.    Debt financing:

Short-term notes:

Short-term notes payable at December 31, 2004 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

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 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

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	                   $ 30,000

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 January 27, 2004, bearing interest of
 $3,000, due March 27, 2004.  This note payable is
 currently in default	                                           $ 20,000

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, 2004.  This note payable is
 currently in default	                                           $ 15,000

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

Notes payable dated January 20, 2003, February 13,
  2003 and April 3, 2003, bearing interest
  of $11,680, $4,726, and $2,100
  respectively.  These notes were
  accelerated with a settlement agreement
  payable in full February 15, 2005.                                $40,000

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

Note payable dated November 29, 2004, bearing interest
rate of 12% and 10% fee, due in 30 days, secured by
all of the assets. This note is currently in default.	           $150,000

Note payable dated December 18, 2004, bearing interest rate
of 14%, due June 16, 2005					    $30,000
                                			       ---------------
		                                                 $1,106,626
                                                               ===============

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

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%	    $0.016 - $0.05/share
------------------------------------------------------------------------
Total$ 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


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
       $200,000	 October 15, 2004		5%	   80% LCB
-------------------------------------------------------------------------------
Total  $1,236,000

Period ended December 31, 2004 Notes


During the three months period ended December 31, 2004, the Company raised
capital through the placement of convertible promissory notes in the amount of
$266, 188.

                 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
------------------------------------------------------------------------
Total  $266,188

Total balance at December 31, 2004 			$3,680,681
Less: Discounts and beneficial conversion-unamortized      207,216
Per the financial statements                            $3,473,465


As of December 31, 2004, the company recorded $169,740 as beneficial conversion
feature, which is being amortized over the period of debt. The beneficial
conversion feature expense for current period amounted to $76,911, which is
categorized as non-operating expense in the statement of operations.

5.    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.

6.    Equity:

Common Stock

During the three months ended December 31, 2004, the Company did not issue any
common stock.

Stock to be issued

During the period ended December 31, 2004, the Company recorded 1,600,000 shares
to be issued as loan incentive amounting $32,000.

A summary of committed stock at December 31, 2004 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

                                                ----------           --------
                        Total                   18,067,407       $    982,872
                                                ==========           ========

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 1998Plan.
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 period ended December 31, 2004, no options were granted. The
outstanding 100,000 options were expired on December 31, 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 in QE 12/31/04    (100,000)     $     0.05
                                      -----------      -------------
    Outstanding, December 31, 2004             -      $        -
                                      ===========      =============
    Exercisable, December 31, 2004             -      $        -
                                      ===========      =============


Stock Purchase Warrants

During the period ended December 31, 2004, 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
December 31, 2004:

                                                   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  13,005,000   13,005,000   1.99 years   $  0.04   $  0.04

7. 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 $21,155 for interest for the period ended
December 31, 2004. The Company paid $0 for income tax and $133,543 for interest
for the period ended December 31, 2003.

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

For the period ended December 31, 2004, the company recorded 1,600,000 shares to
be issued per loan agreements amounting to $32,000.

8. 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 $ 7,200 on the loan during the period ended December 31, 2004.

The Company received services from an entity owned by one of the officers and
has accrued $ 211,145 in consulting expenses through December 31, 2004.

9.  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 $21,371,065 as of December
31, 2004 and during the three months period ended December 31, 2004 and 2003,
the Company incurred losses of $639,161 and $512,529, 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.

10.   Subsequent events:

Subsequent to the period ended December 31, 2004:

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.

On February 8, 2004, the company signed a new promissory note for $350,000 that
replaces the Convertible Debentures for Cornell Capital in amount of $200,000
and a 30-day note that expired on December 29, 2004.

The Company issued a $5,000 convertible debenture.  The debenture is due on
January 11, 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
January 13, 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 $30,000 convertible debenture. This debenture rolls a
previous debenture of $10,000 and includes an additional $10,000 investment. The
debenture is due on January 17, 2006, 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.

The Company issued a $10,000 convertible debenture.  The debenture is due on
January 28, 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.

The Company issued a $5,000 convertible debenture.  The debenture is due on
January 24, 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 $20,000 convertible debenture. This debenture rolls a
previous debenture of $10,000 and includes an additional $10,000 investment. The
debenture is due on January 30, 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.

The Company issued a $5,000 convertible debenture.  The debenture is due on
February 1 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.

On February 10, 2005, the Company issued 100,000 warrants to a note-holder with
a conversion rate of $0.02 per share.  The warrants will expire on December 31,
2005.

11.  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.

 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 December 31, 2004 Versus Period Ended December 31, 2003

Results of Operations The Company incurred a net loss of $639,961 for the period
ended December 31, 2004 as compared to a net loss of $512,529 for the period
ended December 31, 2003.  This loss represents a loss from operations of
$366,826 and $308,057 for the period ended December 31, 2004 and 2003,
respectively.  The net loss also includes interest expense, beneficial
conversion feature and other income totaling $272,335 and $204,472 for the three
months ended December 31, 2004 and 2003, respectively.

Total equipment sales for the period ended December 31, 2004 were $0 as compared
to $3,495 for the period ended December 31, 2003.  This represents a decrease in
equipment sales of 100% over the same period in the prior year.  This decrease
was primarily due to the Company focusing its sales efforts on placing Company
owned and operated machines, which produce a long-term revenue stream.   Total
revenue share sales for the period ended December 31, 2004 were $4,569 as
compared to $19,047 for the period ended December 31, 2003.  This represents a
decrease in revenue share sales of 76.01% 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 will be redeployed during the second quarter of
2005.

Total cost of goods sold for equipment sales for the period ended December 31,
2004 were $0 as compared to $15,185 for the period ended December 31, 2003.
Total cost of goods sold for revenue share for the period ended December 31,
2004 was $4,013 as compared to $18,406 for the period ended December 31, 2003.
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 December 31, 2004, total operating expenses were
$367,382.  For the period ended December 31, 2003, total operating expenses were
$297,008.  This represents a 23.70% increase over the same period in the prior
year.  This increase was primarily due to the interest expense on convertible
debt.

Interest expense and other income went from $171,733 for the period ended
December 31, 2003 to $198,228 for period ended December 31, 2004.  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 December 31 2004, the Company had cash and cash equivalents of $39,424 as
compared to cash and cash equivalents of $27,934 as of December 31, 2003.  At
December 31, 2003, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of ($5,859,283) as compared to a
working capital deficiency (total current liabilities in excess of current
assets) of ($7,703,270) as of December 31, 2004.  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 $357,763 for
period ended December 31, 2004, as compared to the net cash of $232,416 used in
operating activities for the period ended December 31, 2003.  Net cash from
financing activities was $379,558 for period ended December 31, 2004, as
compared to $255,569 for the period ended December 31, 2003.

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.

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 December 31, 2004 we held $3,680,681 in
convertible debentures.  We are in default on 64% of these convertible
debentures.  We have short term notes in the amount of $1,387,399.  We are in
default on $1,276,899 of these notes or approximately 92% 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.  We have received notice of
acceleration from one promissory note holder and have reached an agreement to
repay the holder prior to February 15, 2005.  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.

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.

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.

..

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.

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.

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 14th day of
February 2005.

POP N GO, INC.

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