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 12/31/03.

        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: 94,036,561

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 -
          December 2003                                                 F- 2

         Condensed Consolidated Statements of Operations -
           For the three month
           Ended December 31, 2003 and 2002                             F- 3

         Condensed Consolidated Statements of Cash Flows -
           For the three month period
           Ended December 31, 2003 and 2002                             F- 4

         Notes to Condensed Consolidated Financial Statement            F-5-7

         Report of Independent Accountants


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

ITEM 3.  CONTROLS AND PROCEDURES.........................................6

Part II.        OTHER INFORMATION........................................7

ITEM 1.         LEGAL PROCEEDINGS........................................7

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K.........................7

SIGNATURES...............................................................7

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


Part I - Financial Information

Item 1.  Financial Statements:


                       POP N GO, INC. and SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                               DECEMBER 31, 2003
                                  (Unaudited)


                                   ASSETS


Current assets
  Cash and cash equivalents                    $     27,934
  Accounts receivable, net of allowance for
    doubtful accounts of $2,444                       1,658
  Prepaid expenses and other current assets           1,876
                                                   ---------
      Total current assets                     $     31,468

Rental equipment, net                                57,636
Furniture and equipment, net                          8,108
Other assets                                          4,975
                                                   ---------
    Total assets                               $    102,187
                                                   =========

         LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities

  Short-term notes payable                     $    794,173
  Loan payable - related party                      240,000
  Convertible debt, net                           2,404,544
  Accounts payable                                  504,349
  Accrued consulting fees- related party            310,499
  Accrued liabilities                             1,587,670
  Customer deposits                                  49,516
                                                  ---------
    Total current liabilities                   $ 5,890,751
                                                  ---------
Commitments and Contingencies

Shareholders' deficit

  Common stock, par value $0.001
  authorized 100,000,000 shares,
  issued and outstanding 94,036,561 shares           94,036
Additional paid-in capital                       11,617,152
Stock to be issued                                  758,172
Accumulated deficit                            (18,257,925)
                                                 ----------
      Total shareholders' deficit               (5,788,564)
                                                 ----------
Total liabilities and shareholders' deficit  $     102,187
                                                 ==========
See accompanying notes to financial statements.



<PAGE>F-2

                        POP N' GO, INC. and SUBSIDIARIES
                            STATEMENTS OF OPERATIONS
                              FOR THE THREE MONTHS
                        ENDED DECEMBER 31, 2003 and 2002
                                  (UNAUDITED)

                                                      Three Months
                                                      Ending DEC.31,
                                                     2003           2002
                                                 ----------      ----------

Equipment sales                                 $     3,495   $      24,165
Revenue share income                                 19,047          27,642
                                                 ----------      ----------
   Total Net Revenue                                 22,542          51,807

Cost of goods sold - equipment                       15,185          57,344
Cost of goods sold - revenue share                   18,406          23,960
                                                 ----------      ----------
   Total                                             33,591          81,304

   Gross loss                                       (11,049)        (29,497)
                                                 ----------      ----------

Operating expenses                                  297,008         422,331
                                                 ----------      ----------
Operating loss                                     (308,057)       (451,828)

Other Income (expense):
Interest expense                                   (171,733)       (121,759)
Loss on conversion of debenture                     (33,591)              -
Other income                                            852           1,673
                                                 ----------       ---------
Total Other Income (expense)                       (204,472)       (120,086)

Net Loss                                        $  (512,529)  $    (571,914)
                                                ============   =============
Basic and diluted weighted average number
    Of common stock outstanding                  90,710,474      79,669,894
                                                 ==========      ==========

Loss per share:                                 $    (0.01)     $     (0.01)
                                                 ==========      ===========

Weighted average number of shares used to compute basic and diluted loss per
Share is the same since the effect of dilutive securities is anti-dilutive.



See accompanying notes to financial statements.



<PAGE>F-3

                        POP N GO, INC. and SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THE THREE MONTHS
                        ENDED DECEMBER 31, 2003 AND 2002
                                  (UNAUDITED)


                                                        Three Months
                                                     Ended December 31,
                                                    2003           2002
                                                  ----------     ----------

Cash flows used in operating activities
   Net loss                                      $ (512,529)     $ (571,914)

Adjustments to reconcile net loss to net
cash used in operating activities:
   Depreciation and amortization                     17,643          44,188
   Issuance of common stock for services             39,500         120,000
   Shares to be issued for loan incentive            38,190               -
   Discount on convertible debenture                      -          27,550
   Loss on conversion of debenture                   33,591               -
   Gain on sale of rental equipment                    (852)              -
Increase (decrease) in:
   Accounts receivable                                 (726)          1,513
   Inventories                                            -           8,503
Increase (decrease) in:
   Accounts payable                                 150,028         164,025
   Accrued liabilities                               10,174               -
   Accrued consulting fees - related party           (5,135)              -
   Customer deposits                                 (2,300)              -
                                                  ----------       ---------
Net cash used in operating activities              (232,417)       (206,135)
                                                  ----------       ---------

Cash flows from investing activities:
   Proceeds from sale of rental equipment              2,495              -
                                                  ----------     ----------
Cash flows from financing activities:
   Proceeds from notes                               140,000              -
   Payments of notes                                  (2,000)             -
   Issuance of Common stock                                -        110,000
   Proceeds from sale of convertible Debentures,
   Net                                               117,569        116,901
                                                  ----------     ----------
Net cash provided by financing                       255,569        226,901
activities                                        ----------     ----------

Net increase in cash and cash                         25,647         20,766
equivalents
Cash and cash equivalents,
  beginning of period                                  2,286          4,566
                                                  ----------      ---------
Cash and cash equivalents,
  end of period                                 $     27,934    $    25,332
                                                  ==========      =========
Supplemental disclosure of
  cash flow information:

   Cash paid during the period for:
     Interest                                   $    133,543    $   121,759
                                                  ==========      =========

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

See accompanying notes to financial statements.

<PAGE>F-4








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

1.      Summary of significant accounting policies:

Basis of quarterly presentation:  The accompanying quarterly financial
statements of Pop N Go, Inc. 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 December 31, 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, 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

Three major customers provided 68% of the sales for the period ended December
31, 2003.  Two major customers provided 49% of the sales for the period ended
December 31, 2002.  The account receivable balance for these customers as of
December 31, 2003 was $2,257.

Major vendor

One major vendor provided 45% of the purchase for the period ended December 31,
2003.  Two major vendors provided 62% of the purchase for the period ended
December 31, 2002.  The Company did not have accounts payable to these vendors
as of December 31, 2003.

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:

On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. FAS 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 FASB Statement No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging Activities. FAS 149 also
amends certain other existing pronouncements, which will result in more

<PAGE>F-5

consistent reporting of contracts that are derivatives in their entirety or that
contain embedded derivatives that warrant separate accounting. FAS 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 adoption of SFAS No. 149
does not have a material impact on the Company's financial position or results
of operations or cash flows.

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.

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

<PAGE>F-6

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 12/31/02 and short-term notes issued
prior to 9/30/03. 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 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.

4.    Debt financing:

Short-term notes:

For the three months period ended December 31, 2003, the Company received
proceeds of $140,000 from the issuance of short-term notes.  The short-term
notes have a flat amount of interest totaling $21,750 and are due within 90 days
from the date of issuance.

The short-term notes offer incentives totaling 3,700,000 shares of common stock
to be issued during the next common stock registration statement.

Convertible Debts:

During the period ended December 31, 2003, the Company raised capital through
the placement of convertible promissory notes in the amount of $120,000.  The
interest rates are 12% to 15% and due dates of these notes are starting October
1, 2004.

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.

<PAGE> F-7

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

6.    Equity:

Common Stock

During the three months ended December, 2003, the Company had the following
common stock issuances:  The Company issued 3,000,000 common stock shares valued
at $39,500 to consultants in exchange for services. The Company issued 2,666,666
common stock shares valued at $40,000 for the conversion of convertible
debentures. The Company recorded $33,591 loss on the conversion.

Stock to be issued

During the three months ended December, 2003, the company recorded 3,700,000
shares to be issued per loan agreements amounting to $38,190.

Subsequent events

Subsequent to the quarter ended December 31, 2003, the Company issued a $20,000
short-term promissory note payable.  The note is due on March 27, 2004 bears a
$3,000 fixed interest payment, plus the issuance of 500,000 shares of common
stock.

Subsequent to the quarter ended December 31, 2003, the Company issued a $15,000
short-term promissory note payable.  The note is due on April 28, 2004 bears a
$2,500 fixed interest payment, plus the issuance of 500,000 shares of common
stock.

Subsequent to the quarter ended December 31, 2003, the Company issued a $15,000
short-term promissory note payable.  The note is due on April 4, 2004 bears a
$2,500 fixed interest payment, plus the issuance of 500,000 shares of common
stock.

Subsequent to the quarter ended December 31, 2003, the Company issued a $15,000
short-term promissory note payable.  The note is due on May 25, 2004 bears a
$2,500 fixed interest payment, plus the issuance of 500,000 shares of common
stock.

Subsequent to the quarter ended December 31, 2003, the Company issued a $20,000
convertible debenture. The debenture is due on January 5, 2005, bears interest
at 14% per annum 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

Subsequent to the quarter ended December 31, 2003, the Company issued a $20,000
convertible debenture.  The debenture is due on February 11, 2005, bears
interest at 15% per annum stock per $10,000 at any time before maturity.

Subsequent to the quarter ended December 31, 2003, the Company issued a $10,000
convertible debenture.  The debenture is due on February 15, 2005, bears
interest at 14% per annum payable quarterly, and is convertible at the rate of
500,000 shares of common stock per $10,000 at any time before maturity.

Subsequent to the quarter ended December 31, 2003, the Company issued a $5,000
convertible debenture.  The debenture is due on February 24, 2005, bears
interest at 14% per annum payable quarterly, and is convertible at the rate of
500,000 shares of common stock per $10,000 at any time before maturity.

Subsequent to the quarter ended December 31, 2003, the Company issued a $5,000
convertible debenture.  The debenture is due on February 19, 2005, bears
interest at 13% per annum payable quarterly, and is convertible at the rate of
666,666 shares of common stock per $10,000 at any time before maturity.

Subsequent to the quarter ended December 31, 2003, the Company issued a $5,000
convertible debenture.  The debenture is due on February 25, 2005, bears
interest at 14% per annum payable quarterly, and is convertible at the rate of
500,000 shares of common stock per $10,000 at any time before maturity.

Subsequent to the year ended December 31, 2003, the Company issued a $10,000
convertible debenture that includes an additional investment of $5,000 combined
with previous a convertible debenture of $5,000.The debenture is due on March 3,
2005, bears interest at 15% per annum payable quarterly, and is convertible at
the rate of 666,666 shares of common stock per $10,000 at any time before
maturity.


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

Three Months Ended December 31, 2003 Versus Period Ended December 31, 2002

Results of Operations

The Company incurred a net loss of $512,529 for the period ended December 31,
2003 as compared to a net loss of $571,914 for the period ended December 31,
2002.  This loss represents a loss from operations of $308,057 and $451,828 for
the period ended December 31, 2003 and 2002, respectively.  The net loss also
includes interest expense and other income totaling $204,472 and $120,086 for
the three months ended December 31, 2003 and 2002, respectively.

Total equipment sales for the period ended December 31, 2003 were $3,495 as
compared to $24,165 for the period ended December 31, 2002.  This represents a

<PAGE> 2

decrease in equipment sales of 85.55% over the same period in the prior year.
Total revenue share income for the period ended December 31, 2003 was $19,047 as
compared to $27,642 for the period ended December 31, 2002.  This represents a
decrease in revenue share income of 31.10% over the same period in the prior
year. The Company expects its recently launched public school revenue share
program to make a substantial contribution to revenue share revenues during the
3rd quarter of FY 2004.

Total cost of goods sold for equipment sales for the period ended December 31,
2003 were $15,185 as compared to $57,344 for the period ended December 31, 2002.
The gross profit on the equipment sales went from -137.3% for the period ended
December 31, 2002 to -334.5% for the period ended December 31, 2003.  Total cost
of goods sold for revenue share for the period ended December 31, 2003 was
$18,406 as compared to $23,960 for the period ended December 31, 2002.

Total operating expenses consist primarily of general and administrative
expenses, with only 0.2% being the development costs. For the period ended
December 31, 2003, total operating expenses were $297,008.  For the period ended
December 31, 2002, total operating expenses were $422,331.  This represents a
29.67% decrease over the same period in the prior year.



Liquidity and Capital Resources

As of December 31 2003, the Company had cash and cash equivalents of $27,934 as
compared to cash and cash equivalents of $25,332 as of December 31, 2002.  At
December 31, 2002, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of ($4,376,705) as compared to a
working capital deficiency (total current liabilities in excess of current
assets) of ($5,859,283) as of December 31, 2003.  This increase in working
capital deficiency was due to the additional issuance of convertible debentures
and short-term notes.  Net cash used from operating activities was $232,417 for
period ended December 31, 2003, as compared to the net cash of $206,135 used in
operating activities for the period ended December 31, 2002.  Net cash from
financing activities was 255,569 for period ended December 31, 2003, as compared
to $226,901 for the period ended December 31, 2002.




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.

<PAGE> 3


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 signed a letter of intent
with an investment banker to raise $3,000,000 in a best efforts private
placement.  The Company expects investment capital from the above placement to
begin funding in May 2004.

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 2003.  The capital will enable Branax to develop the
specialized packaging and product mix required by these significant customers.

<PAGE>4

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 judgments.  Actual results could differ from those estimates.  We believe
that the following critical accounting policies affect our more significant
judgments and estimates in the preparation of our consolidated financial
statements.

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

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

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

<PAGE>5

Recent Accounting Pronouncements

On April 30 2003, the FASB issued FASB Statement No. 149 (FAS 149), Amendment of
Statement 133 on Derivative Instruments and Hedging Activities. FAS 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 FASB Statement No. 133 (FAS 133),
Accounting for Derivative Instruments and Hedging Activities. FAS 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. FAS 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 adoption of SFAS No. 149
does not have a material impact on the Company's financial position or results
of operations or cash flows.

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

<PAGE> 6

activities are conducted through variable interest entities. The Company does
not hold any variable interest entities.

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
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 9th day of
March 2004.

POP N GO, INC.

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

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