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

                                  FORM 10-QSB

                                   (Mark one)
                 [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended 06/30/04.

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

            For the transition period from                    to

                            Commission file number:

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

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

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

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


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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: 122,589,061

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

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

Part I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

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

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

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

        Notes to Condensed Consolidated Financial Statement             F-4-9


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

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


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

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

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

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

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



 PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements:

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


                                   ASSETS

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

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

         LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities

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

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

<PAGE>F-1

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

<table>
<caption>

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

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

Cost of goods sold - equipment                            -               -         15,185               -
Cost of goods sold - revenue share income            22,861          22,971         69,888          42,156
                                                 ----------      ----------     ----------      ----------
   Total                                             22,861          22,971         85,073          42,156
                                                 ----------      ----------     ----------      ----------
   Gross profit (loss)                             (11,358)          37,735       (32,766)         100,981
                                                 ----------      ----------     ----------      ----------

Operating expenses
      Administrative and general                  1,146,142         314,580      1,719,856       1,099,131
      Development costs                                  39             695          1,468             695
                                                 ----------      ----------     ----------      ----------
Total operating expenses                          1,146,181         315,275      1,721,324       1,099,826
                                                 ----------      ----------     ----------      ----------
Operating loss                                   (1,157,539)       (277,540)    (1,754,090)       (998,845)

Interest expense                                   (198,396)       (128,255)      (540,405)       (368,737)
Loss on conversion of debt                                -               -        (33,591)              -
Other income                                              -               -         38,352           1,673
                                                 ----------       ---------     ----------       ---------
Loss before income taxes                         (1,355,935)       (405,795)    (2,289,734)     (1,365,909)
Provision for income taxes                                -               -         (2,400)              -
                                                 ----------       ---------     ----------       ---------
Net Loss                                        $(1,355,935)  $    (405,795)   $(2,292,134)  $  (1,365,909)
                                                ============   =============   ============   =============
Basic and diluted weighted average number
    Of common stock outstanding                 102,252,714      84,719,894     95,653,202      81,319,894
                                                 ==========      ==========     ==========      ==========

Loss per share:                                 $   (0.013)     $    (0.004)   $   (0.024)     $    (0.020)
                                                 ==========      ===========    ==========      ===========

See accompanying notes to Unaudited financial statements.

</table>
<page>F-2

                        POP N GO, INC. and SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE NINE MONTHS PERIODS ENDED
                            JUNE 30, 2004 AND 2003
                                  (UNAUDITED)

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

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

Adjustments to reconcile net loss to net
cash used in operating activities:
   Depreciation and amortization                     55,117         132,141
   Issuance of common stock for services            740,750         185,532
   Options granted for services                      20,000               -
   Shares to be issued for loan incentive           123,190               -
   Recovery of rental inventory                     (37,500)              -
   Loss on conversion of debenture                   33,591          27,550
   Gain on sale of rental equipment                  (3,731)              -
Increase (decrease) in:
   Accounts receivable                               (1,105)          1,190
   Inventories                                            -          54,299
   Prepaid expenses and deposits                     12,760          (4,975)
Increase (decrease) in:
   Other accounts payable and accrued expense       554,412         549,807
                                                   ----------     -----------
Net cash used in operating activities              (794,650)       (420,365)
                                                   ----------     -----------
Cash flows from investing activities:
   Proceeds from sale of rental equipment             9,381               -
                                                   ----------     ----------
Net cash provided by investing activities             9,381               -

Cash flows from financing activities:
   Proceeds from convertible debentures, net         627,856        224,017
   Proceeds from note payable                        248,000        192,000
   Payment on note payable                            (3,000)             -
   Proceeds from shares to be issued                   1,000              -
   Proceeds from issuance of common stock             15,000              -
                                                   ----------     ----------
Net cash provided by financing
   activities                                        888,856        416,017
                                                   ----------     ----------

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

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

See accompanying notes to Unaudited financial statements.

<PAGE>F-3

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


1.      Summary of significant accounting policies:

Basis of quarterly presentation:  The accompanying quarterly financial
statements of Pop N Go, Inc. and subsidiaries (the "Company") have been prepared
in conformity with generally accepted accounting principles and pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC") and, in
the opinion of management, reflect all adjustments, which are necessary to
present fairly the results of operations for the periods ended June 30, 2004 and
2003.

Certain information and footnote disclosures normally included in financial
principles have been condensed or omitted pursuant to such rules and
regulations; however, management believes that the disclosures are adequate to
make the information presented not misleading.  This report should be read in
conjunction with financial statements and footnotes therein included in the
audited financial statements as of September 30, 2003.

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

Issuance of shares for service

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

Major customer

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

Major vendor

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

Reclassifications

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

<page>F-4

2.      Recent pronouncements:

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

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

3.    Debt financing:

Short-term notes:

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

<page>F-5

Convertible Debts:

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

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

4.    Loss per share:

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

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

5.    Equity:

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

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

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

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

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

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

<page>F-6

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

6. Supplemental disclosure of cash flows:

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

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

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

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

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

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

7. Related parties transactions:

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

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

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

8. Going concern issues:

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

<page>F-7

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

9.   Subsequent events:

Subsequent to the period ended June 30, 2004:

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

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

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

The Company issued a $35,000 convertible debenture. This debenture rolls a
previous debenture of $25,000 and includes an additional $10,000 investment. The
debenture is due on July 6, 2005, bears interest at 18% per annum that is
payable quarterly, and is convertible at the rate of 500,000 shares of common
stock per $10,000 at any time before maturity.

The Company issued a $20,000 convertible debenture.  The debenture is due on
July 15, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $25,000 convertible debenture. This debenture rolls a
previous debenture of $10,000 and includes an additional $15,000 investment.
The debenture is due on July 6, 2005, bears interest at 15% per annum that is
payable quarterly, and is convertible at the rate of 500,000 shares of common
stock per $10,000 at any time before maturity.

The Company issued a $10,000 convertible debenture.  The debenture is due on
July 8, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.  500,000 warrants issued as incentive that can be
exercised at $0.02 and expire on December 31, 2005.

The Company issued a $10,000 convertible debenture.  The debenture is due on
July 15, 2005, bears interest at 14% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

<page>F-8

The Company issued a $17,500 convertible debenture. The debenture is due on July
15, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
20, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.  250,000 warrants issued as incentive that can be
exercised at $0.02 and expire on December 31, 2005.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
18, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.  250,000 warrants issued as incentive that can be
exercised at $0.02 and expire on December 31, 2005.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
20, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.  250,000 warrants issued as incentive that can be
exercised at $0.02 and expire on December 31, 2005.

The Company issued a $10,000 convertible debenture.  The debenture is due on
July 26, 2005, bears interest at 15% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $2,500 convertible debenture.  The debenture is due on July
20, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
25, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
27, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $20,000 convertible debenture.  The debenture is due on
July 12, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $5,000 convertible debenture.  The debenture is due on July
29, 2005, bears interest at 12% per annum that is payable quarterly, and is
convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $5,000 convertible debenture.  The debenture is due on
August 3, 2005, bears interest at 12% per annum that is payable quarterly, and
is convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $5,000 convertible debenture.  The debenture is due on
August 7, 2005, bears interest at 12% per annum that is payable quarterly, and
is convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

The Company issued a $6,000 convertible debenture.  The debenture is due on
August 9, 2005, bears interest at 12% per annum that is payable quarterly, and
is convertible at the rate of 500,000 shares of common stock per $10,000 at any
time before maturity.

<page>F-9



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

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

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

Results of Operations

The Company incurred a net loss of $1,266,747 for the three months ended June
30, 2004 as compared to a net loss of $405,795 for the three months ended June
30, 2003.  This loss represents a loss from operations of $1,172,639 and
$277,540 for the three months ended June 30, 2004 and 2003, respectively.  The
net loss also includes interest expense and other income charges totaling
$94,108 and $128,255 for the three months ended June 30, 2004 and 2003,
respectively.

Total equipment sales for the period ended June 30, 2004 were $0 as compared to
$38,285 for the period ended June 30, 2003.  This represents a decrease in
equipment sales of 100% over the same period in the prior year.  Total revenue
share income for the three months ended June 30, 2004 were $11,502 as compared
to $ 22,421 for the three months ended June 30, 2003.  This represents a
decrease in revenues of 48.7% 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 operating expenses consist primarily of development expenses and general
and administrative expenses.  For the three months ended June 30, 2004, total
operating expenses were $1,161,280.  For the three months ended June 30, 2003,
total operating expenses were $315,275.  This represents a 268% increase over
the same period in the prior year.

General and administrative expenses for the three months ended June 30, 2004 was
$1,161,241 as compared to $314,580 for the three months ended June 30, 2003.
This represents an increase of 269% over the same period in the prior year.
This increase was due primarily to higher consulting fees.

Interest expense went from $128,255 for the three months ended June 30, 2003 to
$131,608 for the three months ended June 30, 2004.  This represents an increase
in interest expense of 2.61% from the prior year.  This increase was due
primarily to the increase in interest paid on convertible debentures.

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

<page>2

Results of Operations

The Company incurred a net loss of $2,202,946 for the nine months ended June 30,
2004 as compared to a net loss of $1,365,909 for the nine months ended June 30,
2003.  This loss represents a loss from operations of $1,766,830 and $998,845
for the nine months ended June 30, 2004 and 2003, respectively.  The net loss
also includes interest expense and other income totaling $436,116 and $367,064
for the nine months ended June 30, 2004 and 2003, respectively.

Total equipment sales for the period ended June 30, 2004 were 3,495 as compared
to $70,260 for the period ended June 30, 2003.  This represents a decrease in
equipment sales of 95% over the same period in the prior year.  Total revenue
share income for the nine months ended June 30, 2004 were $48,811 as compared to
$72,877 for the nine months ended June 30, 2003.  This represents a decrease in
revenue share income of 33.0% 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 equipment sales for the period ended June 30, 2004
was $15,185 as compared to $0 in the prior year.  Total cost of goods sold for
revenue share for the nine months ended June 30, 2004 was $69,888 as compared to
$42,156 for the nine months ended June 30, 2003.

Total operating expenses consist primarily of development expenses and general
and administrative expenses.  For the nine months ended June 30, 2004, total
operating expenses were $1,734,063.  For the nine months ended June 30, 2003,
total operating expenses were $1,099,826.  This represents a 57.6% increase over
the same period in the prior year.

General and administrative expenses for the nine months ended June 30, 2004 was
$1,732,595 as compared to $1,099,131 for the nine months ended June 30, 2003.
This represents an increase of 57.6% over the same period in the prior year.
This increase was due primarily to higher consulting fees.

Interest expense went from $368,737 for the nine months ended June 30, 2003 to
$473,616 for the nine months ended June 30, 2004.  This represents an increase
in interest expense of 28.4% from the prior year.  This increase was due
primarily to the interest on convertible debentures.

<page>3

Liquidity and Capital Resources

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

Going concern issues

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

Impairment of Goodwill

The Company has adopted SFAS No. 142 for all goodwill and other intangible
assets recognized in the Company's statement of financial position as of
September 30, 2002.  This standard changes the accounting for goodwill from an
amortization method to an impairment-only approach and introduces a new model
for determining impairment charges.

Upon transition to the new impairment model, the Company recognized a reduction
of its entire goodwill in the amount of $613,457.  This charge was a result of
the valuation of goodwill based on a discounted cash flow method in the 4th
quarter in accordance to SFAS No. 142.

Loans

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

<page>4

Management's Strategy

The Company continually evaluates opportunities to improve popcorn machine
models and assesses the marketplace to capitalize on new business opportunities.
The fundamental strategy is to launch a nationwide program to place its patented
machines in schools, colleges and other major institutional facilities,
including airports, hospitals and corporate cafeterias.  The Company is also
engaged in a full service revenue sharing program which allows major food
service operators to quickly incorporate Pop N Go machines into their systems
without any capital expenditures and with minimal space and labor requirements.

The Company has been successful in placing machines in major airports, shopping
malls and schools and believes its revenue sharing program will expand during
2004.

Branax, LLC

On July 6, 2001, pursuant to an agreement to purchase membership interests, the
Company, through its newly formed wholly owned subsidiary, POPN Acquisition
Corp, acquired 100% of the membership interests of Branax, LLC.  Branax produces
Flixstix, the first flavoring for popcorn to be offered in individual servings.
Branax, LLC has been attempting to develop partnering programs with major food
manufacturers. Although there was a successful program with one major customer,
the delay in developing significant revenues from Branax has resulted in the
decision to write off goodwill.

The Company believes that Branax has several opportunities for significantly
expanding its sales which will be enhanced with the inflow of investment capital
into Pop N Go during 2004.  The capital will enable Branax to develop the
specialized packaging and product mix required by these significant customers.

Critical Accounting Policies

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

<page>5

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

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

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

<page>6

Recent Accounting Pronouncements

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

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

ITEM 3.  Controls and Procedures

(a) Within 90 days prior to the filing date of this report, with the
participation of the Company's management, the Company's President and Chief
Executive Officer and Vice President - Finance and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based upon that evaluation, the President and Chief Executive
Officer and Vice President - Finance and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in providing
reasonable assurance that information required to be disclosed by the Company in
reports that it files under the Exchange Act is recorded, processed, summarized
and reported within the time period specified in the Commission's rules and
procedures.

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

Code of Ethics:

We intend to adopt a code of ethics in 2004 that applies to our principle
executive officer, principal  financial officer, principle accounting officer or
controller, other persons  performing similar functions.  We intend to post the
text of our code of ethics on our website in connection with our "Investor
Relations" materials.  In addition, we intend to promptly disclose (1) the
nature of any amendment to our code of ethics that applies to our principle
executive officer principal  financial officer, principle accounting officer or
controller, other persons  performing similar functions (2) the nature of any
wavier, including an implicit wavier, from a provision of our code of ethics
that is granted to one of these specific officers, the name of such person who
is granted the waiver and the date of the waiver on our web site in the future.

We do not currently have a code of ethics as this is a new regulatory
requirement and we are examining the various form and contents of other
companies written code of ethics, discussing the merits and meaning of a code of
ethics to determine the best form for our Company.

<page>7

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

No legal proceedings other than those in the ordinary course of business

Item 2. Changes in Securities

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

Item 3   Defaults in Senior Securities

None


Item 4. Submission of Matters to Vote of Security Holders

None


Item 5.  Other Information

Registrant's Form SB-2 Registration Statement submitted to SEC on July 21, 2004.

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

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

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

3.(ii)* Bylaws

31.1    Certification of Chief Executive Officer/Chief Financial Officer
        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
August 2004.

POP N GO, INC.

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


<page>8