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                              United States
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                               FORM 10-QSB


                                (Mark one)
       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                        EXCHANGE  ACT OF 1934 For
                   the quarterly period ended 06/30/02

               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
       of incorporation or organization)       identification No.)

                         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)

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            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: 72,853,228


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



                                      INDEX


                                                                           Page
Part I.          FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS - NOT REVIEWED ..........................F-1 - F-3

        CONSOLIDATED BALANCE SHEETS.........................................F-1

        CONSOLIDATED STATEMENTS OF OPERATIONS...............................F-2

        CONSOLIDATED STATEMENTS OF CASH FLOWS...............................F-3

NOTES TO FINANCIAL STATEMENTS.........................................F-4 - F-5

Item 2. Managements Discussion and Analysis of Financial Condition
        And Results of Operations.............................................2

Part II.        OTHER INFORMATION

Item 1. Legal Proceedings.....................................................6

Item 2. Changes in Securities and Use of Proceeds.............................6

Item 3. Defaults Upon Senior Securities.......................................6

Item 4. Submission of Matters to a Vote of Security Holders...................6

Item 5. Other Information.....................................................6

Item 6. Exhibits, Financial Statement Schedules and Reports on Form 8-K.......7

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






                      PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements


<PAGE>F-1


                        POP N' GO, INC.
                        BALANCE SHEETS

                                           June 30,      September 30,
                                             2002            2001
                                          (Unaudited)      (Audited)
                                          ----------      ----------

                               ASSETS

Current assets:
  Cash and cash equivalents               $    11,983    $    90,874

  Trade accounts receivable,
    less allowance for sales
    returns and doubtful accounts of
    $5,373 ($6,017 at Sept 30, 2001)            5,581         12,380
    Inventories, net of reserve $9,400        254,119        340,331
    Prepaid expenses                              895            895

    Total current assets                      272,578        444,480

Rental inventory, net                         105,729
Property and equipment, net                    24,094         29,266
Intangible assets, net                        117,001        198,001
Goodwill                                      613,047        613,047
Discount on Convertible Debentures, net       137,500              -
Other assets                                  146,573         28,000

Total assets                              $ 1,416,522    $ 1,312,794



          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Current portion capital lease
obligation                               $      2,790   $      2,790
  Short-term notes payable                    735,063        595,715
  Loan payable - related party                 41,602         44,533
  Convertible debt                          1,961,649      1,531,170
  Accounts payable                            383,618        414,321
  Accrued liabilities                         663,166        628,478
  Accrued liabilities - related parties       153,000              -
  Customer deposits                            31,855         31,855

      Total current liabilities          $  3,972,743   $  3,248,862

Stockholders' equity:
Common stock, par value $.001 per share,
  authorized 100,000,000 shares, issued
  and outstanding 70,128,227 shares at
  June 30, 2002 and 27,133,381 shares at
  September 30, 2001                           70,128         27,133
Common stock committed                        606,759        838,553
Subscription receivable                     (173,644)       (186,967)
Additional paid in capital                 10,440,773      8,538,102
Retained deficit                          (13,500,237)   (11,152,889)


Total stockholders' equity                 (2,556,221)    (1,936,068)

Total liabilities and stockholders'
  equity                                 $  1,416,522   $  1,312,794


See accompanying notes to financial statements.

<PAGE>F-2

                         POP N' GO, INC.
                    STATEMENTS OF OPERATIONS
           FOR THE THREE MONTH AND NINE MONTH PERIODS
                  ENDED JUNE 30, 2002 AND 2001
                           (UNAUDITED)

<table>
<caption>

                              <C>           <c>              <c>            <c>

                                       Three Months                   Nine Months
                                     2002        2001              2002          2001
                                 ----------    ---------        ----------     ---------

Net sales                       $    62,211   $   86,984       $   157,700   $   214,541
Costs of goods sold                   9,513       81,371            56,940       213,871
                                 ----------    ---------        ----------     ---------
   Gross profit                      52,698        5,613           100,760           670
                                 ----------    ---------        ----------     ---------
Operating expenses:
  Administrative and general        889,669      470,655         1,882,225     1,717,759
  Development costs                   1,841          230             2,402         4,479
                                 ----------    ---------        ----------     ---------
Total operating expenses            891,510      470,885         1,884,627     1,722,238

Operating loss                     (838,812)    (465,272)       (1,783,867)   (1,721,568)
Interest expense                   (377,229)     (97,862)         (581,361)     (229,075)
Other income                          5,428                         17,880
                                 ----------    ---------        ----------     ---------
Income (loss) before
  income taxes                   (1,210,613)    (563,134)       (2,347,348)   (1,950,643)
Provision for income taxes                -            -                 -             -
                                 ----------    ---------        ----------     ---------

Net profit (loss)               $(1,210,613)  $  (563,134)     $(2,347,348)  $(1,950,643)

Per common share information:
  Net earnings (loss)           $(1,210,613)  $  (563,134)     $(2,347,348)  $(1,950,643)
                                 ==========     =========       ==========     =========
Earnings (loss) per share:
  Basic and diluted             $     (0.02)  $     (0.05)     $     (0.05)  $     (0.19)
                                 ==========     =========       ==========     =========
Weighted average shares
  outstanding used in the
  per share calculation:
    Basic and diluted            63,190,727    11,553,495       48,993,304     6,603,093
                                 ==========     =========       ==========     =========

See accompanying notes to financial statements.

</table>


<PAGE>F-3

                        POP N' GO, INC.
                   STATEMENTS OF CASH FLOWS
    FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2002 AND 2001
                          (UNAUDITED)

                                              Nine Months
                                             Ended June 30,
                                          2002           2001
                                       ----------     ----------
Cash flows used in operating
activities
   Net income (loss)                 $ (2,347,348)  $ (1,950,643)


Adjustments to reconcile net income
 (loss to net cash provided by
 operating activities:
   Depreciation and amortization          113,494         10,000
   Stock issued for services            1,037,923        751,901
   Subscription receivable                     40
   Convertible debentures                  35,576

Changes in assets and liabilities:
   Accounts receivable                      6,799         52,018
   Inventories                            (29,288)        (2,321)
   Prepaid expenses                             -              -
   Deposits                                     -          2,111
   Other accounts payable and
     accrued expenses                     174,828        508,110
                                       ----------     ----------
Net cash used in operating activities  (1,007,976)      (628,824)
                                       ----------     ----------

Cash flows from investing activities:
   Capital expenditures                                        -
                                          (5,050)
                                       ----------     ----------
Net cash provided by investing            (5,050)              -
activities                             ----------     ----------

Cash flows from financing activities:
   Stock issuance costs                         -          (500)
   Convertible debentures                 730,965        395,500
   Common stock                             9,182            900
   Loan Payable                                           68,251
   Subscription receivable                 14,360          5,000
   Additional paid in capital             179,628        108,700
                                       ----------     ----------
Net cash provided by financing            934,135        577,851
activities                             ----------     ----------

Net decrease in cash and cash             (78,891)       (50,973)
equivalents
Cash and cash equivalents,
  beginning of period                      90,874         57,742
                                       ----------     ----------
Cash and cash equivalents,
  end of period                      $     11,983   $      6,769
                                       ----------     ----------

Supplemental disclosure of
  cash flow information:

   Cash paid during the period for:
     Interest                        $    581,361   $     93,193
                                       ----------     ----------

     Income taxes                    $          -   $          -
                                       ----------     ----------

See accompanying notes to financial statements.

<PAGE>F-4


               POP N' GO, INC. AND SUBSIDIARY
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      FOR THE NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                         (UNAUDITED)


  1.   Summary of significant accounting policies:

       Basis  of  quarterly presentation:  The  accompanying
       quarterly financial statements of Pop N Go, Inc.  and
       subsidiary  (the  "Company") have  been  prepared  in
       conformity   with   generally   accepted   accounting
       principles  and pursuant to the rules and regulations
       of  the  Securities  and Exchange Commission  ("SEC")
       and,  in  the  opinion  of  management,  reflect  all
       adjustments,  which are necessary to  present  fairly
       the  results of operations for the periods ended June
       30, 2002 and 2001.

       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, 2001.

       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
       intercompany  balances  and  transactions  have  been
       eliminated.

  2.   Going concern issues

       As  of June 30, 2002, the company  had  not  remitted
       certain taxes  to  the  state  of  california.   As a
       consequence, certain  penalties  have  been  assessed
       to the company.

       The   Company   has  received  a  report   from   its
       independent  auditors  that includes  an  explanatory
       paragraph  describing  the Company's  uncertainty  to
       continue  as  a  going concern.   These  consolidated
       financial  statements  contemplate  the  ability   to
       continue  as  such and do not include any adjustments
       that  might result from this uncertainty.  As of June
       30,  2002  substantially all of the convertible  debt
       is in default.

<PAGE>F-5

  3.   Debt financing:

       During  the  nine  months ended June  30,  2002,  the
       Company  received  proceeds  of  $730,965  from   the
       issuance  of convertible debentures.  The convertible
       debentures bear interest at a rate of 15%  annum  and
       mature   on  various  dates.   The  debentures   were
       immediately  convertible at the option  of  the  note
       holder  at  a  rate of 40,000 shares of common  stock
       for every $10,000 borrowed.

       Convertible Debentures with warrants

       Of  these  convertible debentures,  $250,000  of  the
       convertible   debentures  had   attached   23,187,500
       warrants.   The warrants were deemed to have  a  fair
       market  value  of $371,000, which was  based  on  the
       value  of  the  services received.   The  convertible
       debentures   were   deemed  to  have   a   beneficial
       conversion  feature  for which the  Company  recorded
       $250,000  of  interest  expense.   In  addition,  the
       Company   allocated  the  value  of   the   debenture
       proceeds   of   $250,000  between   the   convertible
       debenture  and  warrant fair market values  resulting
       in  a discount on convertible debentures of $150,000.
       The  Company  capitalized the  $150,000  discount  on
       convertible  debentures,  which  is  being  amortized
       over   two   years,  the  life  of  the   convertible
       debenture.  The  warrants ranged  in  exercise  price
       from  $.02  to $.05, life of one to three years  from
       date of issuance, and vested immediately.

  4.   Income or Loss per share:

       Income  or  Loss  per share for  the  2002  and  2001
       periods  were  computed by dividing net income/(loss)
       by    the   weighted   average   number   of   shares
       outstanding.

  5.   Equity

       Common Stock

       During  the quarter ended June 30, 2002, the  Company
       had   the  following  common  stock  issuances:   The
       Company issued 10,540,000 common stock shares  valued
       at  $446,460 to consultants in exchange for services.
       The   Company  also  issued  1,000,000  common  stock
       shares  valued  at  $14,000 for  cash.   The  Company
       issued  1,500,000  common  stock  shares  valued   at
       $58,500  to  reduce  their debt.   The  Company  also
       issued  1,200,000  common  stock  shares  valued   at
       $46,800  as  a  consequence  of  resetting  of  prior
       quarters  conversion of convertible  debentures  from
       $0.05  to  0.035.  The $46,800 have been recorded  as
       interest expense.

       Warrants

       During  the quarter ended June 30, 2002, the  Company
       issued  warrants  totaling 23,192,500  to  a  venture
       capital group and investor.

       Of  such  warrants, 23,187,500 warrants were attached
       to  convertible debentures as mentioned  in  Note  3.
       The   23,187,500   warrants  were  issued   in   four
       tranches.   The first issuance was issued on  May  5,
       2002,  which  totaled  9,375,000  warrants  with   an
       exercise price of $.016, life of 2.5 years from  date
       of  issuance,  and  vested immediately.   The  second
       issuance  was  issued on May 5, 2002,  which  totaled
       9,375,000  warrants with an exercise price of  $.016,
       life  of  5  years from date of issuance, and  vested
       immediately.   The third issuance was issued  May  5,
       2002,  which  totaled  1,312,500  warrants  with   an
       exercise  price of $.016, life of one year  from  the
       date  of  issuance,  and  vested  immediately.    The
       fourth  issuance  was  issued  May  5,  2002,   which
       totaled 3,125,000 warrants with an exercise price  of
       .016,  life  of 2.5 years from the date of  issuance,
       and vested immediately.

       The remaining 5,000 warrants were accounted for as  a
       non-cash transaction. The 5,000 warrants were  issued
       on  May 6, 2002, which totaled 5,000 warrants with an
       exercise  price of $.05, life of 1.7 years from  date
       of issuance, and vested immediately.

<PAGE>2

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations


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

The  following  table sets forth, for the  periods  indicated,
certain statements of operations and retained deficit data for
the Company expressed as a percentage of net sales:

<table>
<caption>

                                        <c>          <c>             <c>         <c>

                                              Three Months                Nine Months
                                              Ended June 30,              Ended June 30,
                                            2002        2001            2002         2001
                                           -------     -------         -------      -------
Net sales                                   100.0%       100.0%          100.0%      100.0%

Cost of sales                                15.3         93.5            36.1        99.7

Gross profit                                 84.7          6.5            63.9         0.3

Administrative and general expenses      (1,430.1)      (541.1)       (1,193.5)     (800.7)
Development costs                            (3.0)        (0.3)          ( 1.5)       (2.1)

Loss from operations                     (1,348.4)      (534.9)       (1,131.1)     (802.5)
Interest expense                           (606.4)      (112.5)         (368.6)     (106.8)
Other income                                  8.7                         11.3

Income (loss) before income taxes        (1,946.1)      (647.4)       (1,488.4)     (909.3)
Provision for income taxes                   (0.0)        (0.0)           (0.0)       (0.0)

Net income (loss)                        (1,946.1)%     (647.4)%      (1,488.4)%    (909.3)%

</table>

<PAGE>3


THREE  MONTHS  ENDED JUNE 30, 2002 VERSUS THREE MONTHS ENDED  JUNE 30, 2001

RESULTS OF OPERATIONS

The  Company incurred a net loss of $1,210,613 for  the  three
months  ended  June 30, 2002 as compared  to  a  net  loss  of
$563,134 for the three months ended June 30, 2001.  This  loss
represents a loss from operations of $838,812 and $465,272 for
the  three  months ended June 30, 2002 and 2001, respectively.
The  net loss also includes interest expense and other  income
charges  totaling  $371,801 and $97,862 for the  three  months
ended June 30, 2002 and 2001, respectively.

Total  revenues for the three months ended June 30, 2002  were
$62,211  as  compared to $ 86,984 for the three  months  ended
June 30, 2001.  This represents a decrease in revenues of  28%
over  the  same period in the prior year.  This  decrease  was
primarily  due to a reduction in popcorn machine sales  during
2002  and the Company's continuation of revenue sharing  pilot
programs in malls and airports.

Total  cost of goods sold for the three months ended June  30,
2002  was  $9,513 as compared to             $81,371  for  the
three months ended June 30, 2001.  The gross profit percent on
the  equipment sales was 6.5% for the three months ended  June
30, 2001 and 84.7% for the three months ended June 30, 2002.

Total  operating  expenses  consist primarily  of  development
expenses  and  general and administrative expenses.   For  the
three  months  ended  June 30, 2002, total operating  expenses
were  $891,510.   For the three months ended  June  30,  2001,
total  operating expenses were $470,885.  This  represents  an
89% increase over the same period in the prior year.

General and administrative expenses for the three months ended
June  30,  2002 was $889,669 as compared to $470,655  for  the
three months ended June 30, 2001.  This represents an increase
of  89.0%  over  the  same period in  the  prior  year.   This
increase  was due primarily to higher consulting fees incurred
and  increased  costs  associated with  supporting  the  pilot
revenue share programs.

Interest expense went from $97,862 for the three months  ended
June 30, 2001 to $377,229 for the three months ended June  30,
2002.  This represents an increase in interest expense of 285%
from  the prior year.  This increase was due primarily to  the
increase in interest paid on convertible debentures.


NINE  MONTHS ENDED JUNE 30, 2002 VERSUS NINE MONTHS ENDED JUNE 30, 2001

RESULTS OF OPERATIONS

The  Company  incurred a net loss of $2,347,348 for  the  nine
months  ended  June 30, 2002 as compared  to  a  net  loss  of
$1,950,643 for the nine months ended June 30, 2001.  This loss
represents a loss from operations of $1,783,867 and $1,721,568
for   the   nine  months  ended  June  30,  2002   and   2001,
respectively.  The net loss also includes interest expense and
other  income  totaling  $563,481 and $229,075  for  the  nine
months ended June 30, 2002 and 2001, respectively.

Total  revenues for the nine months ended June 30,  2002  were
$157,700  as  compared to $214,541 for the nine  months  ended
June 30, 2001.  This represents a decrease in revenues of  26%
over  the  same period in the prior year.  This  decrease  was
primarily  due to a decrease in popcorn machine  sales  during
2001  and  2002  as  a result of the Company's  new  marketing
strategy  of placing and owning machines on a revenue  sharing
basis  in high traffic locations.  This strategy will generate
higher  revenues  over a longer time than would  the  outright
sale of machines to third parties.

Total  cost of goods sold for the nine months ended  June  30,
2002  was $56,940 as compared to $213,871 for the nine  months
ended  June  30,  2001.   The  gross  profit  percent  on  the
equipment sales was 63.9% for the nine months ended  June  30,
2002 and .3% for the nine months ended June 30, 2001.

Total  operating  expenses  consist primarily  of  development
expenses  and  general and administrative expenses.   For  the
nine months ended June 30, 2002, total operating expenses were
$1,884,627.   For the nine months ended June 30,  2001,  total
operating  expenses were $1,722,238.  This  represents  an  9%
increase over the same period in the prior year.

General and administrative expenses for the nine months  ended
June 30, 2002 was $1,882,225 as compared to $1,717,759 for the
nine  months ended June 30, 2001.  This represents an increase
of  10% over the same period in the prior year.  This increase
was caused by higher consulting fees.

Interest expense went from $229,075 for the nine months  ended
June  30, 2001 to $581,361 for the nine months ended June  30,
2002.  This represents an increase in interest expense of 154%
from  the prior year.  This increase was due primarily to  the
interest on convertible debentures.

<PAGE>4

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2002, the Company had cash and cash equivalents
of  $  11,983  as  compared to cash and  cash  equivalents  of
$90,874 as of September 30, 2001.  At September 30, 2001,  the
Company  had  a  working  capital  deficiency  (total  current
liabilities  in excess of total current assets) of  $2,804,382
as  compared  to  a working capital deficiency (total  current
liabilities in excess of current assets) of $3,700,165  as  of
June  30,  2002.   Net cash used in operating  activities  was
$1,007,976  for  the  nine  months ended  June  30,  2002  and
$628,824  for  the  nine  months ended  June  30,  2001.   The
principal use of cash for the nine months ended June 30,  2001
was  to fund the net loss from operations for the period.  The
Company raised a total of $934,135 from the issuance of common
stock, net of stock issuance costs, loan from a private lender
and  the  issuance of convertible debentures during  the  nine
months ended June 30, 2002, and this was used to fund the  net
loss from operations.

GOING CONCERN ISSUES

As  of June 30, 2002 substantially all of the convertible debt
is  in  default.  The Company has received a report  from  its
independent  auditors  that includes an explanatory  paragraph
describing  the Company's uncertainty to continue as  a  going
concern.   These consolidated financial statements contemplate
the  ability  to  continue as such  and  do  not  include  any
adjustments that might result from this uncertainty.

Net cash from financing activities was $934,135 for the period
ended  June  30, 2002 as compared to $577,851 for  the  period
ended June 30, 2001.

CRITICAL ACCOUNTING POLICIES

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

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

The  Company  recognizes revenues at  the  time  products  are
shipped.  Revenue streams are generated from (1) the  sale  of
the  Pop  N  Go  vending machines; and (2)  the  operation  of
Company owned revenue share machines, which are owned  by  the
Company, and are typically located in airports, shopping malls
and  high  traffic locations.  The owner or operator  and  the
Company share the revenue generated by Company owned machines.
Company  personnel provide maintenance and collection services
for  revenue sharing machines. It is estimated that up to  50%
of  the  Company's  machines will be  operated  on  a  revenue
sharing  program.  The  Company also has  in  market  testing,
Branax's   popcorn  flavorings,  and  anticipates   generating
revenues in 2002 from the sale of this product.  There  is  of
course  no  assurance that the Company will be  successful  or
will realize profits from its activities.

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

<PAGE>5

RECENT ACCOUNTING  PRONOUNCEMENTS

In   June  2001,  the  Financial  Accounting  Standards  Board
("FASB")  issued SFAS No. 142, "Goodwill and Other  Intangible
Assets."   This  statement addresses financial accounting  and
reporting  for  acquired goodwill and other intangible  assets
and supersedes Accounting Principles Board ("APB") Opinion No.
17,  "Intangible Assets."  It addresses how intangible  assets
that are acquired individually or with a group of other assets
(but  not those acquired in a business combination) should  be
accounted  for in financial statements upon their acquisition.
This   statement  also  addresses  how  goodwill   and   other
intangible assets should be accounted for after they have been
initially  recognized  in  the financial  statements.   It  is
effective for fiscal years beginning after December 15,  2001.
Early  application is permitted for entities with fiscal years
beginning  after  March  15, 2001,  provided  that  the  first
interim  financial statements have not been issued previously.
The Company adopted SFAS No. 142 on October 2001.

In  June  2001,  the FASB issued SFAS No. 143, Accounting  for
Asset Retirement Obligations.  This statement applies to legal
obligations  associated  with  the  retirement  of  long-lived
assets   that   result  from  the  acquisition,  construction,
development, and/or the normal operation of long-lived assets,
except for certain obligations of lessees.  This statement  is
not applicable to the Company.

In  August 2001, the FASB issued SFAS No. 144, Accounting  for
the   Impairment  or  Disposal  of  Long-Lived  Assets.   This
statement addresses financial accounting and reporting for the
impairment  or disposal of long-lived assets.  This  statement
replaces SFAS No. 121, Accounting for the Impairment of  Long-
Lived Assets and for Long-Lived Assets to be Disposed of,  the
accounting  and reporting provisions of APB No. 30,  Reporting
the  Results of Operations - Reporting the Effects of Disposal
of  a  Segment of a Business, and Extraordinary, Unusual,  and
Infrequently  Occurring  Events  and  Transactions,  for   the
disposal  of  a  segment of a business, and amends  Accounting
Research  Bulletin No. 51, Consolidated Financial  Statements,
to  eliminate the exception to consolidation for a  subsidiary
for which control is likely to be temporary.  The adoption  of
SFAS  No.  144 has not had a material impact, if any,  on  its
financial position or results of operations.

In  April  2002, the FASB issued SFAS No. 145,  Rescission  of
FASB  Statements No. 4, 44 and 64, Amendment of FASB Statement
No.  13,  and  Technical Corrections.  SFAS No.  145  updates,
clarifies,  and simplifies existing accounting pronouncements.
This  statement rescinds SFAS No. 4, which required all  gains
and  losses from extinguishments of debt to be aggregated  and
if  material,  classified  as an extraordinary  item,  net  of
related income tax effect.  As a result, the criteria  in  APB
No.  30  will now be used to classify those gains and  losses.
SFAS  No. 64 amended SFAS No. 4 and is no longer necessary  as
SFAS No. 4 has been rescinded.  SFAS No. 44 has been rescinded
as it is no longer necessary.  SFAS No. 145 amends SFAS No. 13
to require that certain lease modifications that have economic
effects  similar to sale-leaseback transactions  be  accounted
for  in  the  same  manner as sale-lease  transactions.   This
statement   also  makes  technical  corrections  to   existing
pronouncements.   While those corrections are not  substantive
in  nature,  in  some  instances, they may  change  accounting
practice.  This statement is not applicable to the Company.

In  June  2002, the FASB issued SFAS No. 146, "Accounting  for
Costs  Associated  with  Exit  or Disposal  Activities".  This
statement  addresses financial accounting  and  reporting  for
costs   associated  with  exit  or  disposal  activities   and
nullifies Emerging Issues Task Force ("EITF") Issue No. 94-3,"
Liability   Recognition  for  Certain   Employee   Termination
Benefits  and  Other  Costs  to Exit  an  Activity  (including
Certain  Costs Incurred in a Restructuring)."  This  statement
requires that a liability for a cost associated with  an  exit
or  disposal  activity  be recognized when  the  liability  is
incurred.   Under  EITF Issue 94-3, a liability  for  an  exit
cost,  as  defined, was recognized at the date of an  entity's
commitment to an exit plan.  The provisions of this  statement
are  effective  for  exit  or  disposal  activities  that  are
initiated  after  December 31, 2002 with  earlier  application
encouraged.  The Company does not expect adoption of SFAS  No.
146  to  have  a  material impact, if any,  on  its  financial
position or results of operations.


<PAGE>6

                       PART II - OTHER INFORMATION


Item 1.   Legal Proceedings.

     None.


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

     None.

<PAGE>7

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

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

     Exhibit No.         Reference

      3.1*     Certificate of Incorporation of Pop N Go, Inc.
      3.2*     Bylaws
     99.01     Certification of Chief Executive Officer
     99.02     Certification of Chief Financial Officer


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


<PAGE>8

                           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 19th day of August, 2002.

POP N GO, INC.

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