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 6/30/03.

        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: 88,369,895

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

POP N GO, INC.

TABLE OF CONTENTS
                                                                PAGE NO.
                                                                 ----

Part I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

         Condensed Consolidated Balance Sheets -
          June 30, 2003 and September 30, 2002 ...................  3

         Condensed Consolidated Statements of Operations -
           For the three month and Six Month Periods
           Ended June 30, 2003 and 2002 .........................   4

         Condensed Consolidated Statements of Cash Flows -
           For the three month period
           ended June 30, 2003 and 2002.........................     5

         Notes to Condensed Consolidated Financial Statements...     6-7

         Report of Independent Accountants .....................     7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS.................................  8-12

ITEM 3. CONTROLS AND PROCEDURES.....................................  13

Part II.        OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS...................................  14

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K....................  14

SIGNATURES..........................................................  15

CERTIFICATION.......................................................  16

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


Part I - Financial Information

Item 1.  Financial Statements:

                         POP N GO, INC. & SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                             June 30,      September 30,
                                               2003            2002
                                            (Unaudited)     (Audited)

ASSETS
Current assets:
  Cash and cash equivalents                  $      218  $     4,566
  Trade accounts receivable,
    less allowance for sales
    returns and doubtful accounts of
    $6,245 ($2,950 at Sept 30, 2002)              4,787        5,977
    Inventories, net of reserve $9,400          147,391      189,890
    Prepaid expenses and other current assets     6,639        1,664
                                                ---------   --------
    Total current assets                        159,035      202,097

Rental inventory, net                            91,879      117,329
Furniture and equipment, net                     12,999       20,398
Intangible assets, net                            9,000       90,000
Other assets                                      3,500       14,000
                                                ---------  ---------
Total assets                                $    276,413  $  443,824
                                               ========== ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Short-term note payable                   $    899,394  $   664,744
  Loan payable - related party                   290,443      224,596
  Convertible debt, net                        2,149,343    1,896,576
  Accounts payable                               461,317      428,895
  Accrued liabilities                            159,038      944,214
  Consulting payable                             230,824          -
  Interest payable                               782,905          -
  Accrued payroll and payroll taxes              166,379          -
  Customer deposits                               37,307       38,352
                                              -----------  -----------
      Total current liabilities             $  5,176,950  $ 4,197,377
                                              -----------  -----------
Stockholders' deficit:
Common stock, par value $.001 per share,
  authorized 100,000,000 shares, issued
  and outstanding 86,369,894 shares at
  June 30, 2003 and 76,269,894 shares at
  September 30, 2002                              86,370       76,269
Common stock committed                           709,209      709,209
Subscription receivable                         (173,644)    (173,644)
Additional paid in capital                     11,469,852   11,261,028
Retained deficit                             (16,992,324)  (15,626,415)
                                             ------------  ------------
Total stockholders' deficit                   (4,900,537)   (3,753,553)
                                             ------------  ------------
Total liabilities and stockholders'
  deficit                                  $     276,413   $   443,824


                         POP N GO, INC. & SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTH AND NINE MONTH PERIODS
                          ENDED JUNE 30, 2003 AND 2002
                                  (UNAUDITED)

<table>
<caption>

                                     <c>                            <c>
                                     Three Months                 Nine Months
                                    2003       2002             2003       2002
                                --------------------------- -----------------------
Equipment sales               $    38,285   $   31,005    $    70,260   $   74,605
Revenue share income               22,421       31,206         72,877       83,095
------------------------------------------------------------------------------------
 Total net revenue                 60,706       62,211        143,137      157,700

Costs of goods sold               (22,971)      (9,513)       (42,156)     (56,940)
                                ----------    ----------    ----------   ----------
   Gross profit                    37,735       52,698        100,981      100,760
                                ----------    ----------    ----------   ----------
Operating expenses:
  Administrative and general      314,580      889,669      1,099,131    1,882,225
  Development costs                  695         1,841            695        2,402
                                ----------    ----------    ----------   ----------
Total operating expenses          315,275      891,510      1,099,826    1,884,627
                                ----------    ----------    ----------   ----------
Operating loss                   (277,540)    (838,812)      (998,845)  (1,783,867)
Interest expense                 (128,255)    (377,229)      (368,737)    (581,361)
Other income                            -        5,428          1,673       17,880
                                ----------    ----------    ----------   ----------
(loss) before
  income taxes                   (405,795)  (1,210,613)    (1,365,909)  (2,347,348)
Provision for income taxes              -            -              -            -
                                -----------  -----------   -----------  ------------

Net (loss)                    $  (405,795)  $(1,210,613)  $(1,365,909) $(2,347,348)
                                ===========  ===========   ===========   ===========
(loss) per share:
  Basic and diluted           $    (0.004)  $     (0.02)  $     (0.02) $     (0.05)
                                ===========  ===========   ===========   ===========
Weighted average shares
  outstanding used in the
  per share calculation:
    Basic and diluted           84,719,894    63,190,727    81,319,894    48,993,304
                               ============  ===========   ============   ===========
</table>

                         POP N GO, INC. & SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE NINE MONTH PERIODS ENDED JUNE 30, 2003 AND 2002
                                  (UNAUDITED)

                                                       Nine Months
                                                      Ended June 30,
                                                    2003            2002
                                                   ------          ------
Cash flows used in operating activities
   Net (loss)                                $ (1,365,909)   $ (2,347,348)
Adjustments to reconcile net
 loss to net cash used by
 operating activities:
   Depreciation and amortization                  132,141         113,494
   Stock issued for services                      185,532       1,037,923
   Convertible debentured issued for funding       27,550               -
   Subscription receivable                              -              40
   Convertible debentures                               -          35,576

Changes in assets and liabilities:
   Accounts receivable                              1,190           6,799
   Inventories                                     54,299         (29,288)
   Prepaid expenses                                (4,975)              -
   Deposits                                              -              -
   Other accounts payable and
     accrued expenses                              549,807         174,828
                                                  ----------    -----------
Net cash used in operating activities             (420,365)     (1,007,976)
                                                  ----------    -----------
---------------------------------------------------------------------------
Cash flows from investing activities:
   Capital expenditures                                  -          (5,050)
                                                  ----------    -----------
---------------------------------------------------------------------------
Net cash used in investing activities                    -          (5,050)
                                                  ----------    -----------
---------------------------------------------------------------------------
Cash flows from financing activities:
   Stock issuance costs                                  -               -
   Convertible debentures                          224,017         730,965
   Common stock                                          -           9,182
   Note Payable                                    192,000               -
   Subscription receivable                               -          14,360
   Additional paid in capital                            -         179,628
                                                   ---------     ----------
Net cash provided by financing activities          416,017         934,135
                                                   ---------     ----------
Net decrease in cash and cash equivalents           (4,348)        (78,891)
Cash and cash equivalents,
  beginning of period                                4,566          90,874
                                                   ----------    ----------
Cash and cash equivalents,
  end of period                                $       218    $     11,983
                                                   ----------    ----------
Supplemental disclosure of
  cash flow information:

   Cash paid during the period for:
     Interest                                   $    21,493   $     43,720
                                                   ----------    -----------
     Income taxes                               $        -    $           -
                                                   ----------    -----------
-----------------------------------------------------------------------------

                        POP N GO, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 2003 AND 2002
                                  (UNAUDITED)

1.      Summary of significant accounting policies:

Basis of quarterly presentation:  The accompanying quarterly financial
statements of Pop N Go, Inc. and subsidiaries (the "Company") have been
prepared in conformity with generally accepted accounting principles and
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC") and, in the opinion of management, reflect all adjustments, which are
necessary to present fairly the results of operations for the periods ended June
30, 2003 and 2002.

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, 2002.

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.

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.

Reclassifications

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


2.      Recent pronouncements:

In December 2002, the SFASB issued SFAS No. 148 "Accounting for Stock Based
Compensation-Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation.  In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending January 31, 2003. The adoption of SFAS 148 does not have a material
effect on the earnings or financial position of the Company.

On April 30 2003, the SFASB issued SFASB Statement No. 149 (SFAS 149), Amendment
of Statement 133 on Derivative Instruments and Hedging Activities. SFAS 149
amends and clarifies the accounting guidance on (1) derivative instruments
(including certain derivative instruments embedded in other contracts) and (2)
hedging activities that fall within the scope of SFASB Statement No. 133 (SFAS
133), Accounting for Derivative Instruments and Hedging Activities. SFAS 149
also amends certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or that
contain embedded derivatives that warrant separate accounting. SFAS 149 is
effective (1) for contracts entered into or modified after June 30, 2003, with
certain exceptions, and (2) for hedging relationships designated after June 30,
2003. The guidance is to be applied prospectively. The Company does not expect
the adoption of SFAS No. 149 to have a material impact on its financial
position or results of operations or cash flows.

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

3.    Going concern issues:

The Company's consolidated financial statements are prepared using the
accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern.  As of June 30, 2003 substantially all of the
convertible debt is in default. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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

4.    Debt financing:

During the nine months ended June 30, 2003, the Company received proceeds of
$224,017 from the issuance of convertible debentures.  The convertible
debentures bear interest at a rate of 15% annum and mature on various dates.

For the period of nine months ended June 30, 2003, the Company received proceeds
of $192,000 from the issuance of short-term notes.  The short-term notes bear an
interest at a rate varying from 10% - 20% and are due within an average of 90
days from the date of issuance.

The short terms notes are collaterized by income from revenue sharing machines.
The minimum monthly revenues range from $2,000 to $5,000.  If the assigned
income machines does not produce the minimum income, the Company will assigned
income from additional machines such that the revenue from all assigned machines
will satisfy the minimum income. Certain notes are also collaterized by
2,350,000 common stock shares and 800,000 common stock shares issuable during
the next common stock registration statement.

5.    Loss per share:

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

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

6.    Equity:

Common Stock

During the nine months ended June 30, 2003, the Company had the following common
stock issuances:  The Company issued 7,300,000 common stock shares valued at
$186,375 to consultants in exchange for services.  The Company also issued
1,300,000 common stock shares valued at $15,000 for legal services rendered. The
Company issued 1,500,000 common stock shares valued at $17,550 for the
conversion of convertible debentures.

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>
                                         Three Months                    Nine Months
                                         Ended June 30,                  Ended June 30,
                                      2003             2002           2003            2002
                                   ----------      -----------    -----------     ----------
Net sales                             100.0%           100.0%           100.0%        100.0%

Cost of sales                          37.8             15.3             29.5           36.1

Gross profit                           62.2             84.7             70.5           63.9

Administrative and general expenses  (518.2)        (1,430.1)          (767.9)      (1,193.5)
Development costs                      (1.1)           ( 3.0)           ( 0.5)          (1.5)

Loss from operations                 (457.1)         (1,348.4)         (697.9)      (1,131.1)
Interest expense                    ( 211.3)           (606.4)         (257.6)        (368.6)
Other income                              -               8.7             1.2            11.3
                                   ------------     ----------        -----------  ----------
Income (loss) before income taxes    (668.4)         (1,946.1)         (954.3)      (1,488.4)
Provision for income taxes             (0.0)             (0.0)           (0.0)          (0.0)

Net income (loss)                     (668.4)%       (1,946.1)%         (954.3)%     (1,488.4)%


</table>

Three Months Ended June 30, 2003 Versus Three Months Ended June 30, 2002

Results of Operations The Company incurred a net loss of $405,795 for the three
months ended June 30, 2003 as compared to a net loss of $1,210,613 for the three
months ended June 30, 2002.  This loss includes a loss from operations of
$277,540 and $838,812 for the three months ended June 30, 2003 and 2002,
respectively.  The net loss also includes interest expense and other income
charges totaling $128,255 and $371,801 for the three months ended June 30, 2003
and 2002, respectively.

Total revenues for the three months ended June 30, 2003 were $60,706 as compared
to $ 62,211 for the three months ended June 30, 2002.  This represents a
decrease in revenues of 2.5% over the same period in the prior year.  This
decrease was primarily due to a reduction in popcorn machine sales during 2003
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, 2003 was $22,971 as
compared to $9,513 for the three months ended June 30, 2002.  The gross profit
percent on the net sales was 84.7% for the three months ended June 30, 2002 and
62.2% for the three months ended June 30, 2003.

Total operating expenses consist primarily of development expenses and general
and administrative expenses.  For the three months ended June 30, 2003, total
operating expenses were $315,275.  For the three months ended June 30, 2002,
total operating expenses were $891,510.  This represents a 65% decrease over the
same period in the prior year.

General and administrative expenses for the three months ended June 30, 2003 was
$314,580 as compared to $889,669 for the three months ended June 30, 2002.  This
represents a decrease of 64.6% over the same period in the prior year.  This
decrease was due primarily to lower consulting fees, interest expense and
payroll costs.

Interest expense went from $377,229 for the three months ended June 30, 2002 to
$128,255 for the three months ended June 30, 2003.  This represents a decrease
in interest expense of 66.0% from the prior year.  This decrease was due
primarily to the decrease in interest paid on convertible debentures.

Nine Months Ended June 30, 2003 Versus Nine Months Ended June 30, 2002

Results of Operations

The Company incurred a net loss of $1,365,909 for the nine months ended June 30,
2003 as compared to a net loss of $2,347,348 for the nine months ended June 30,
2002.  This loss represents a loss from operations of $998,845 and $1,783,867
for the nine months ended June 30, 2003 and 2002, respectively.  The net loss
also includes interest expense and other income totaling $367,064 and $563,481
for the nine months ended June 30, 2003 and 2002, respectively.

Total revenues for the nine months ended June 30, 2003 were $143,137 as compared
to $157,700 for the nine months ended June 30, 2002.  This represents a decrease
in revenues of 9.2% over the same period in the prior year.  This decrease was
primarily due to a decrease in popcorn machine sales during 2002 and 2003 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, 2003 was $42,156 as
compared to $56,940 for the nine months ended June 30, 2002.  The gross profit
percent on the net sales was 70.5% for the nine months ended June 30, 2003 and
63.9% for the nine months ended June 30, 2002.

Total operating expenses consist primarily of development expenses and general
and administrative expenses.  For the nine months ended June 30, 2003, total
operating expenses were $1,099,826.  For the nine months ended June 30, 2002,
total operating expenses were $1,884,627.  This represents a 41.6% decrease over
the same period in the prior year.

General and administrative expenses for the nine months ended June 30, 2003 was
$1,099,131 as compared to $1,882,225 for the nine months ended June 30, 2002.
This represents a decrease of 41.6% over the same period in the prior year.
This decrease was due primarily to lower consulting fees, interest expense and
payroll costs.

Interest expense went from $581,361 for the nine months ended June 30, 2002 to
$368,737 for the nine months ended June 30, 2003.  This represents a decrease in
interest expense of 36.6% from the prior year.  This decrease was due primarily
to the interest on convertible debentures.

Liquidity and Capital Resources

As of June 30, 2003, the Company had cash and cash equivalents of $ 218 as
compared to cash and cash equivalents of $4,566 as of September 30, 2002.  At
September 30, 2002, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of $3,995,280 as compared to a
working capital deficiency (total current liabilities in excess of current
assets) of $4,900,537 as of June 30, 2003.  Net cash used in operating
activities was $420,365 for the nine months ended June 30, 2003 and $1,007,976
for the nine months ended June 30, 2002.  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 $416,017 from the issuance of convertible
debentures and short-term notes during the nine months ended June 30, 2003, and
this was used to fund the net loss from operations.

Going concern issues

The Company's consolidated financial statements are prepared using the
accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.  Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern.  As of June 30, 2003 substantially all of the
convertible debt is in default. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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


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.

Recent Accounting Pronouncements

In December 2002, the SFASB issued SFAS No. 148 "Accounting for Stock Based
Compensation-Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation.  In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used, on reported
results.  The Statement is effective for the Companies' interim reporting period
ending January 31, 2003. The adoption of SFAS 148 does not have a material
effect on the earnings or financial position of the Company.

On April 30 2003, the SFASB issued SFASB Statement No. 149 (SFAS 149), Amendment
of Statement 133 on Derivative Instruments and Hedging Activities. SFAS 149
amends and clarifies the accounting guidance on (1) derivative instruments
(including certain derivative instruments embedded in other contracts) and (2)
hedging activities that fall within the scope of SFASB Statement No. 133 (SFAS
133), Accounting for Derivative Instruments and Hedging Activities.. SFAS 149
also amends certain other existing pronouncements, which will result in more
consistent reporting of contracts that are derivatives in their entirety or that
contain embedded derivatives that warrant separate accounting. SFAS 149 is
effective (1) for contracts entered into or modified after June 30, 2003, with
certain exceptions, and (2) for hedging relationships designated after June 30,
2003.

The guidance is to be applied prospectively. The Company does not expect
the adoption of SFAS No. 149 to have a material impact on its financial position
or results of operations or cash flows.

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


Item 3.  Controls and Procedures

Within the 90-day period prior to the filing of this report, an evaluation was
carried out under the supervision and with the participation of the Company's
management, including Mel Wyman, the company's Chief Executive Officer ("CEO")
and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure
controls and procedures.  Based on that evaluation, the CEO and CFO have
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.  Subsequent to the date of
Mr. Wyman's evaluation, there were no significant changes in the Company's
internal controls or in other factors that could significantly affect the
disclosure controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.


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

                None.


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

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

 Exhibit No.             Reference
---------------------------------------
3.(i)*  Certificate of Incorporation of Pop N Go, Inc.
3.(ii)* Bylaws
99.01  Certification of Chief Executive Officer/Chief Financial Officer


*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 18th day of
August 2003.

POP N GO, INC.

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

CERTIFICATION

I, Mel Wyman, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Pop N Go, Inc.

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a)  designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to me by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)  evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the  "Evaluation Date"); and

        c)  presented in this quarterly report my conclusions about the
        effectiveness of the disclosure controls and procedures based on my
        evaluation as of the Evaluation Date;

5.  I have disclosed, my most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

        a)  all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have identified
        for the registrant's auditors any material  weaknesses in internal
        controls; and

        b)  any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        controls; and

6.  I have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: August 18, 2003

/s/Mel Wyman
--------------
Mel Wyman
Chairman, and Chief Financial Officer
 (Principle Financial Officer)