United States
                       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 03/31/05.

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

            For the transition period from                    to

                            Commission file number:

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

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

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

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


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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.  Yes [ ]  No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS

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

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

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

        Unaudited Condensed Consolidated Balance Sheets -
          March 31, 2005                                                F- 1

        Unaudited Condensed Consolidated Statements of Operations
           For the three and six months Ended March 2005 and 2004 -     F- 2

        Unaudited Condensed Consolidated Statements of Cash Flows -
           For the three month period Ended March 31, 2005 and 2004     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.....................................2-9

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


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

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K...............................10

SIGNATURES..............................................................10
==========================================================================

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements:

                                 POP N GO, INC.
                           CONSOLIDATED BALANCE SHEET
                               MARCH 31, 2005
                                  (Unaudited)
                                                      March 31,
	            ASSETS                              2005
                                                    ------------
Current assets:
  Cash and cash equivalents	                   $   112,707
  Accounts receivable, net of allowance for
    doubtful accounts of $1,229 			 1,257
  Prepaid expenses and other current assets		 1,376
		                                      ---------
    Total current assets		               115,340

Note receivable		                                17,023
Rental equipment, net 		                        95,160
Furniture and equipment, net 		                 2,091
Other assets					         4,975
                                                      ---------
Total assets	                                    $  234,589
		                                      =========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable	                               561,534
  Accrued liabilities		                     2,183,917
  Consulting payable             		       425,504
  Short-term note payable                            1,281,626
  Loan payable - related party  		       240,000
  Convertible debt, net		                     3,469,995
  Customer deposits		                        43,285
 		                                     ---------
      Total current liabilities		             8,205,861
		                                     ---------
Stockholders' deficit:

Common stock, par value $.001 per share,
  authorized 300,000,000 shares, issued
  and outstanding 122,489,059 shares  at
  March 31,2005 and 122,489,059 at September
   30, 2004                                            122,479
Additional paid in capital 		            12,845,218
Stock to be issued - 16,745,000
  shares of common stock		               985,272
Accumulated deficit 		                   (21,924,241)
		                                   ------------
Total stockholders' deficit	                    (7,971,272)
		                                   ------------
Total liabilities and stockholders' deficit       $    234,589
                                                   ============

           See accompanying notes to Unaudited financial statements.

<page>F-1


                                 POP N GO, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
   FOR THE THREE MONTHS AND SIX MONTH PERIODS ENDED MARCH 31, 2005 and 2004
                                  (Unaudited)

 <table>
 
                                              <c>                   <c>
			                    THREE MONTHS ENDED       SIX MONTHS ENDED
		                                  MARCH                    MARCH
		                            2005         2004         2005        2004
                                           --------    --------      -------     --------
Equipment sales	                       $         -    $	      -     $       -   $   3,495
Revenue share income		             3,595 	 18,263         8,164      37,309
                                           --------     --------      --------   ---------
     Total		                     3,595 	 18,263         8,164      40,804
				           --------     --------      --------   ---------
Cost of goods sold equipment		         -            -             -      15,185
Cost of goods sold revenue share income      2,431 	 28,621         6,444      47,027
				           --------     --------      --------   ---------
     Total		                     2,431       28,621         6,444      62,212
				           --------     --------      --------   ---------
     Gross profit (loss)		     1,164      (10,358)        1,720     (21,408)
				           --------     --------     --------    ---------
Operating expenses:
     Administrative and general		   291,828 	279,718       660,010     573,714
     Development costs                           -          829             -       1,429
                                           --------     --------     ---------   ---------
Total operating expense                    291,828      280,547       660,010     575,143
                                           --------     --------     ---------   ---------

Operating loss		                  (290,664)    (290,905)     (658,290)   (596,550)

Other income (expense):
Interest expense		          (177,129)    (170,276)     (375,356)   (342,009)
Beneficial conversion feature		   (82,984)	      -      (159,895)          -
Loss on conversion of debenture		         -            -             -     (33,591)
Recovery of inventory                            -            -         2,059           -
Gain on sale of rental equipment 	         -            -           745           -
Other income                                     -       37,500             -      38,352
     Total other expense                  (260,113)    (132,776)     (532,447)   (337,258)
                                        -----------    ----------   ----------   ---------
Loss before income taxes        	  (550,777)    (423,681)   (1,190,737)   (933,798)
Provision for income taxes		         - 	      -        (2,400)     (2,400)
				        -----------    ---------- ------------ ----------
Net profit (loss)                      $  (550,777)   $ (423,681) $(1,193,137)  $(936,198)
				        ===========    ========== ============  ==========

Loss per share: 	               $    (0.004)   $	  (0.005)      (0.010)     (0.010)
				        ===========    ========== ============  ==========
Weighted average shares outstanding
  used in the per share calculation:
    Basic and diluted    		122,489,059    94,036,561  122,489,059 92,364,430
                                        ===========    ==========  =========== ==========
</table>
<page>F-2

           See accompanying notes to Unaudited financial statements.


                        POP N GO, INC. and SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTH PERIODS ENDED
                            MARCH 31, 2005 AND 2004
                                  (UNAUDITED)


                                                    SIX MONTH PERIODS ENDED

                                                MARCH 31, 2005  MARCH 31, 2004
                                                 (unaudited)     (unaudited)
                                                  ----------     ----------

Cash flows used in operating activities
   Net loss                                    $ (1,193,137)    $ (936,198)

Adjustments to reconcile net loss to net
cash used in operating activities:
   Depreciation and amortization                     62,170          37,964
   Issuance of common stock for services                  -          39,500
   Allowance for bad debt                             1,166               -
   Shares to be issued for loan incentive            35,975          69,190
   Recovery of rental inventory                           -         (37,500)
   Issuance of Warrants                               9,045               -
   Beneficial conversion feature                    159,895               -
   Expense paid with rental equipment                 2,367               -
   Recovery of rental equipment                      (2,059)              -
   Loss on conversion of debenture                        -          33,591
   Gain on sale of rental equipment                    (745)           (852)
Increase (decrease) in:
   Accounts receivable                                 (684)         (1,094)
   Inventories                                            -               -
   Note receivable                                  (17,023)              -
   Prepaid expenses and deposits                          -          12,760
Increase (decrease) in:
   Other accounts payable and accrued expenses       370,299        317,202
   Accounts payable                                   27,254              -
   Accrued consulting fee-related party              (70,255)             -
   Customer deposits                                 (18,041)             -
                                                   ----------      ---------
Net cash used in operating activities               (633,773)      (465,437)
                                                   ----------      ---------
Cash flows from investing activities:
   Proceeds from sale of rental equipment                  -          2,495
                                                    ----------     ----------
Net cash provided by investing activities                  -          2,495
                                                    ----------     ----------
Cash flows from financing activities:
   Proceeds from sale of convertible
    Debentures, net                                  423,458        237,569
   Proceeds from note payable                        413,500        227,500
   Payment on note payable                          (108,107)        (2,000)
   Issuance of common stock                                -              -
   Proceeds from shares to be issued                       -              -
   Proceeds on sales of common stock                       -              -
                                                   ----------     ----------
Net cash provided by financing                       728,851        463,069
activities                                         ----------     ----------

Net decrease in cash and cash equivalents             95,078            127

Cash and cash equivalents,
  beginning of period                                 17,629          2,286
                                                  ----------       ---------
Cash and cash equivalents,
  end of period                                 $    112,706    $     2,413
                                                  ==========       =========
Supplemental disclosure of
  cash flow information:

Cash paid during the period for:
     Interest                                   $    230,035    $   311,009
                                                  ==========       =========
     Income taxes                               $          -    $         -
                                                  ==========       ==========

                See accompanying notes to financial statements.

<page>F-3


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


1.      Summary of significant accounting policies:

The accompanying unaudited financial statements have been prepared in conformity
with accounting principles generally accepted in the United States.  However,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States have been omitted or condensed pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC").  In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation have been included.  The results of operations
and cash flows for the six month period presented are not necessarily indicative
of the results of operations for a full year.  These financial statements should
be read in conjunction with the Company's September 30, 2004 audited financial
statements and notes thereto included in the Company's Annual Report on Form 10-
KSB. 04.

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

Issuance of shares for service

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

Segment Reporting

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company.
Currently, SFAS 131 has no effect on the Company's consolidated financial
statements as substantially all of the Company's operations are conducted in one
industry segment during the period ended March 31, 2005.

<page>F-4

Reclassifications

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

2.      Recent pronouncements:

In 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 is in process of evaluating the impact of this pronouncement on its
financial statements.

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

<page>F-5

3.     Note Receivable

On March 31, 2005, the Company has a receivable on a promissory note, amounting
$17,023. The note bears an interest rate of 10% per annum, was due  April 2,
2005 and is unsecured.  Through May 20, 2005, the company has not received any
money against this receivable.

4.    Debt financing:

Short-term notes:

Short-term notes payable at March 31, 2005 consisted of the following:


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

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

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

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

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

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. This note payable is
  currently in default.                                              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

<page>F-6

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, January 21, 2005 and
February 19, 2005 bearing no interest,  due on demand	             75,500

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

<page>F-7

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

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

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

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

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

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

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

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

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

Note payable dated February 9, 2005, bearing interest
rate of 12%, due on demand.             		            350,000

Note payable dated December 18, 2004, bearing interest rate
of 14%, due June 16, 2005				  	     $30,000
                                				 ---------------
		                                                  $1,281,626
                                                                 ===============

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.

<page>F-8

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 March 31,
2005 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 March 31,
2005 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 March 31,
2005 were as follows:
                     Due Date         Interest     Conversion
        Amount       Beginning        Rates        Rate Range
    -----------------------------------------------------------

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

All of the 2002 notes are currently in default.

<page>F-10

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 March 31,
2005 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 March 31,
2005 were as follows:

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

<page>F-11

Period ended March 31, 2005 Notes

During the six months period ended March 31, 2005, the Company raised capital
through the placement of convertible promissory notes in the amount of $622,
488.

                 Due Date              Interest    Conversion
        Amount   Beginning             Rates       Rate Range
    -------------------------------------------------------------------
       $27,500	 October 4, 2005	  12%	     $0.02/share
       $35,000	 October 19, 2005	   12%	     $0.05/share
       $57,500	 November 1, 2005	   12%	     $0.02/share
       $42,500	 December 2, 2005          12%	     $0.02/share
       $12,000	 February 13, 2005	   12%	     $0.02/share
       $75,000	 December 16, 2005	   14%	     $0.02/share
       $ 1,688   June 30, 2004(addition)   15%	     $0.02/share
       $ 5,000	 December 7, 2004(addition)12%	     $0.02/share
       $10,000	 December 9, 2005          15%       $0.02/share
       $   970	 January  3,2005	   15%	     $0.02/share
       $ 9,300	 June 30, 2005	           15%	     $0.02/share
       $ 1,000   July 20, 2005	           12%       $0.02/share
       $ 5,000   January 11, 2006          12%       $0.02/share
       $ 5,000	 January 13, 2006          12%       $0.02/share
       $10,000   January 17, 2006          14%       $0.02/share
       $ 5,000   January 24, 2006          12%       $0.02/share
       $10,000	 January 28, 2006          13%       $0.02/share
       $10,000   January 30, 2006          13%       $0.02/share
       $ 5,000   February 1, 2006          12%       $0.02/share
       $ 6,000   February 10, 2006         12%       $0.02/share
       $10,000   February 24, 2006         13%       $0.02/share
       $10,000   March 10, 2006            12%       $0.02/share
       $20,000   March 14, 2006            13%       $0.02/share
       $ 5,000   March 14, 2006            12%       $0.02/share
       $10,000   March 15, 2006            12%       $0.02/share
       $20,000   March 17, 2006            14%       $0.01/share
       $10,000   March 20, 2006            12%       $0.02/share
       $20,000   March 21, 2006            12%       $0.02/share
       $ 5,000   March 22, 2006            12%       $0.02/share
       $50,000   March 28, 2006            15%       $0.01/share
       $50,000   March 30, 2006            15%       $0.01/share
       $50,000   March 31, 2006            15%       $0.01/share
       $30,000	 Rolled                    13%       $0.02/share
----------------------------------------------------------------
Total  $623,458
       ========
Total balance at March  31, 2005 		     $3,837,951
                                                     ==========
Less: Discounts and beneficial conversion-unamortized   367,956
                                                     ----------
Per the financial statements                         $3,469,995
                                                     ==========
<page>F-12

As of March 31, 2005, the company recorded $367,956 as beneficial conversion
feature, which is being amortized over the period of debt. The beneficial
conversion feature expense for current period amounted to $159,895, which is
categorized as non-operating expense in the statement of operations.


5. Accounts Payable, Accrued Liabilities and Consulting Payable

Accounts Payable

The accounts payable comprises of the following:

       Branax A/P	          $  63,618
       Accounts Payable PNG       $ 497,916
		                 -----------
			          $ 561,534
			          =========

The Branax A/P comprises of the liability of Branax,  LLC assumed at the time of
acquisition of  Branax. These A/P have not been paid till date. The PNG A/P
comprises of all the payables of the company. The company routes all the
payables through this account other than the consulting payables, interest
payables and the payroll tax liabilities.

Accrued Liabilities

The accrued liabilities comprise of the following:

		Debenture Interest Payable	   $ 1,194,639
		Loan Interest Payable	           $   503,027
		Accrued Payroll & Payroll Tax	   $   168,781
                Other Accrued Liabilities          $   317,470
				                   -------------
				                   $ 2,183,917
				                   =============

Consulting Payable:

The consulting payable includes $ 206,933 payable to an entity owned by one of
the officers of the company for services received. The total consulting payable
as of March 31, 2005 amounts to $ 425,504.

6.    Loss per share:

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

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

7.    Equity:

Common Stock

During the six months ended March 31, 2005, the Company did not issue any common
stock.

Stock to be issued

During the period ended March 31, 2005, the Company recorded 1,700,000 shares
to be issued for loan incentive amounting $34,000.

<page>F-13

A summary of committed stock at March 31, 2005 is as follows:

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

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

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

During the period ended March 31, 2005, no options were granted. The outstanding
100,000 options were expired on March 31, 2005.

<page>F-14

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 03/31/05    (100,000)     $     0.05
                                      -----------      -------------
    Outstanding, March 31, 2005                -      $        -
                                      ===========      =============

Stock Purchase Warrants

During the period ended March 31, 2005, 15,912,500 warrants expired valued at
$795,625 and the company granted warrants to purchase 900,000 shares of common
stock to note-holders at the exercise price of the warrants of $0.02. The
Company recognized the expense of $10,620 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
March 31, 2005:
					Warrants	Weighted Average
							Exercise Price
				     ---------------------------------

Outstanding, September 30, 2004		 28,217,500	  $  0.037
Issued in six months ending 03/31/05	    900,000	  $  0.02

Expired/forfeited in six months
ending 03/31/05    		        (15,912,500)      $  0.052
                                        -----------      -------------
Outstanding, March 31,                  $13,205,000       $  0.018
                                        ===========      =============


8. Supplemental disclosure of cash flows:

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

The Company paid $0 for income tax and $230,035 for interest for the ended March
31, 2005. The Company paid $0 for income tax and $311,009 for interest for the
period ended March 31, 2004.

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

<page>F-15

For the period ended March 31, 2005, the company recorded 100,000 shares to be
issued per loan agreements amounting to $2,000.

9. Related parties transactions:

The Company borrowed $ 240,000 from a major shareholder of the Company in June
2001 with an interest rate at rate of 10% per annum payable annually and due in
September 2001. The Company is accruing imputed interest at 12% and has recorded
interest of $ 14,400 on the loan during the period ended March 31, 2005.

The Company received services from an entity owned by one of the officers and
has accrued $ 206,933 in consulting expenses through March 31, 2005.

10.  Going Concern Issues

The accompanying financial statements have been prepared on a going concern
basis which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.  As shown in the financial
statements, the Company has an accumulate deficit of $21,921,841 during the six
months period ended March 31, 2005.  The Company incurred losses of $1,190,737
and $936,198 for the six months period ended March 31, 2005 and 2004,
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
$166,093, which accrued prior to September 2002. Legal counsel is owed $135,373
as of March 2005 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.

<page>F-16

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

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

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

11.   Subsequent events:

Subsequent to the period ended March 31, 2005:

The Company issued a $5,000 convertible debenture.  The debenture is due on May
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 $10,000 convertible debenture.  The debenture is due on May
5, 2006, 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 $5,000 convertible debenture.  The debenture is due on May
10, 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 $25,000 convertible debenture.  The debenture is due on
April 25, 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 $5,000 convertible debenture.  The debenture is due on May
10, 2006, 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.

<page>F-17

The Company issued a $2,000 convertible debenture.  The debenture is due on
April 1, 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
April 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 $5,000 convertible debenture.  The debenture is due on
April 17, 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 May
17, 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 $5,000 at any time
before maturity.

The Company issued a $10,000 convertible debenture.  The debenture is due on
April 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 $50,000 convertible debenture.  The debenture is due on May
1, 2006, 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
March 31, 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 $35,000 convertible debenture.  The debenture is due on May
4, 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.

<page>F-18

12.  Commitments and contingencies

Operating Leases

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

Litigation

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

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

A breach of contract lawsuit seeking damages in the amount of $117,179 was filed
by a former employee of the Company in July 2004.  The litigation is in the
discovery phase and is expected to go to trial in late 2005 unless a settlement
is reached.

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

Consulting Agreement

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

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

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

<page>F-19

 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 March 31, 2005 Versus Period Ended March 31, 2004

<page>2

Results of Operations

The Company incurred a net loss of $1,193,137 for the period ended March 31,
2005 as compared to a net loss of $423,681 for the period ended March 31, 2004.
This loss represents a loss from operations of $290,664 and $290,905 for the
period ended March 31, 2005 and 2004, respectively.  The net loss also includes
interest expense and other income totaling $260,113 and $132,776 for the three
months ended March 31, 2005 and 2004, respectively.

Total revenue share income for the period ended March 31, 2005 were $3,595 as
compared to $18,263 for the period ended March 31, 2004.  This represents a
decrease in revenue share income of 80.32.% 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 revenue share for the period ended March 31, 2005
was $2,431 as compared to $28,621 for the period ended March 31, 2004.  This
decrease was due to a reduction in the cost of maintaining machines as fewer
machines were deployed during the period.

Total operating expenses consist primarily of general and administrative
expenses. For the period ended March 31, 2005, total operating expenses were
$291,828.  For the period ended March 31, 2004, total operating expenses were
$280,547.  This represents a 4.02% 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 $132,776 for the period ended March
31, 2004 to $260,113, for period ended March 31, 2005.  This increase was due to
the additional issuance of convertible debentures including beneficial
conversion features and short-term notes.

Six Months Ended March 31, 2005 Versus Period Ended March 31, 2004

Results of Operations

The Company incurred a net loss of $1,190,737 for the period ended March 31,
2005 as compared to a net loss of $936,198 for the period ended March 31, 2004.
This loss represents a loss from operations of $658,290 and $596,550 for the
period ended March 31, 2005 and 2004, respectively.  The net loss also includes
interest expense and other income totaling $532,447 and $337,248 for the six
months ended March 31, 2005 and 2004, respectively.

No equipment sales for the period ended March 31, 2005 as compared to $3,495 for
the period ended March 31, 2004.  The Company focusing its sales efforts on
placing Company owned and operated machines, which produce a long-term revenue
stream.   Total revenue share income for the period ended March 31, 2005 were
$8,164 as compared to $37,309 for the period ended March 31, 2004.  This
represents a decrease in revenue share income of 78.12% 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.

<page>3

Total cost of goods sold for revenue share for the period ended March 31, 2005
was $6,444 as compared to $47,027 for the period ended March 31, 2004.  This
decrease was due to a reduction in the cost of maintaining machines as fewer
machines were deployed during the period.

Total operating expenses consist primarily of general and administrative
expenses. For the period ended March 31, 2005, total operating expenses were
$660,010.  For the period ended March 31, 2004, total operating expenses were
$575,143.  This represents a 14.76% 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 $337,248 for the period ended March
31, 2004 to $532,447 for period ended March 31, 2005.  This increase was due to
the additional issuance of convertible debentures including beneficial
conversion features and short-term notes.

Liquidity and Capital Resources

As of March 31 2005, the Company had cash and cash equivalents of $112,707 as
compared to cash and cash equivalents of $2,413 as of March 31, 2004.  At March
31, 2004, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of ($6,281,631) as compared to a
working capital deficiency (total current liabilities in excess of current
assets) of ($8,083,146) as of March 31, 2005.  This increase in working capital
deficiency was due to the additional issuance of convertible debentures and
short-term notes.  Net cash from operating activities was $633,773 for period
ended March 31, 2005, as compared to the net cash of $465,437 used in operating
activities for the period ended March 31, 2004.  Net cash from financing
activities was $728,851 for period ended March 31, 2005, as compared to $463,069
for the period ended March 31, 2004.

Results of Operations

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

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

<page>4

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.

<page>5

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.

<page>6

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.

<page>7

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.

Recent Accounting Pronouncements

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

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

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

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

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

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

ITEM 3.  Controls and Procedures

(a) We maintain controls and procedures designed to ensure that information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Based upon their evaluation of those controls and
procedures performed as the end of the period covered by this report, our chief
executive officer and the principal financial officer concluded that our
disclosure controls and procedures were adequate.  There were no  changes in our
internal control over financial reporting identified in connection with the
evaluation that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

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

Code of Ethics:

We intend to adopt a code of ethics in 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 23rd day of
May 2005.

POP N GO, INC.

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

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