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

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

                               FORM 10-QSB/A

                                (Mark one)
       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                        EXCHANGE  ACT OF 1934 For
                   the quarterly period ended 03/31/03

               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
       of incorporation or organization)       identification No.)

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

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


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

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


            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: 89,069,894


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



                                      INDEX


                                                                           Page
Part I.          FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS - ............ ..........................F-1 - F-4

        CONSOLIDATED BALANCE SHEETS.........................................F-2

        CONSOLIDATED STATEMENTS OF OPERATIONS...............................F-3

        CONSOLIDATED STATEMENTS OF CASH FLOWS...............................F-4

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

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

Item 3.  Controls And Procedures..............................................8

Part II.        OTHER INFORMATION

Item 1. Legal Proceedings.....................................................9

Item 2. Changes in Securities and Use of Proceeds.............................9

Item 3. Defaults Upon Senior Securities.......................................9

Item 4. Submission of Matters to a Vote of Security Holders...................9

Item 5. Other Information.....................................................9

Item 6. Exhibits, Financial Statement Schedules and Reports on Form 8-K.......9

SIGNATURES....................................................................9

CERTIFICATION.................................................................10




                      PART I - FINANCIAL INFORMATION






                                 POP N' GO, INC.
                                 BALANCE SHEETS

                                   ASSETS
                                                    March 31,     September 30,
                                                      2003           2002
                                                   (Uaudited)     (Audited)
                                                 -------------  -------------
Current assets
  Cash and cash equivalents                    $     (2,251)     $      4,566
  Trade accounts receivable,
    less allowance for sale
    returns and doubtful account of
    $2,950 ($2,950 at Sept 30, 2002)                  4,647             5,977
  Inventories, net of reserve $9,400                162,012           189,890
  Prepaid expenses and other current assets           5,439             1,664
                                                   ---------         ---------
      Total current assets                     $    169,847           202,097

Rental inventory, net                               107,386           117,329
Furniture and equipment, net                         15,466            20,398
Intangible assets, net                               36,000            90,000
Other assets                                          7,000            14,000
                                                   ---------         ---------
    Total assets                               $    335,699      $    443,824
                                                   =========         ==========

         LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
  Short-term notes payable                     $    856,744       $   664,744
  Loan payable - related party                      263,888           224,596
  Convertible debt, net                           2,081,093         1,896,576
  Accounts payable                                  437,848           428,895
  Accrued liabilities                               189,274           944,214
  Consulting payable                                200,749                 -
  Interest payable                                  670,169                 -
  Accrued payroll and payroll taxes                 159,398                 -
  Customer deposits                                  37,852            38,352
                                                  ---------          ---------
    Total current liabilities                  $  4,896,815      $  4,197,377
                                               ---------          ---------
Shareholders' deficit
 Common stock, $0.001 par value
  100,000,000 shares authorized
  shares issued and outstanding 89,069,894
  shares at March 31, 2003 and 76,269,894
  shares at September 30,2002                       83,070             76,269
Common stock committed                             709,209            709,209
Subscription receivable                          (173,644)          (173,644)
Additional paid-in capital                      11,406,778         11,261,028
Retained deficit                              (16,586,529)       (15,626,415)
                                                ----------        -----------
      Total shareholders' deficit              (4,561,116)        (3,753,553)
                                                ----------        -----------
Total liabilities and shareholders' deficit  $    335,699       $    443,824

                                            ==========          =========
See accompanying notes to financial statements.



<PAGE> F-2>

                                POP N' GO, INC.
                            STATEMENTS OF OPERATIONS
                      FOR THE THREE AND SIX MONTH PERIODS
                         ENDED MARCH 31, 2003 and 2002
                                  (UNAUDITED)

<table>
<caption>

                                                  <c>                       <c>
                                                 Three Months               Six Months
                                              2003            2002        2003       2002
                                           ----------     ---------      -------   --------

Net sales                               $     6,990   $      74,670    $  31,975  $   95,490
Costs of goods sold                          22,514          38.195       37,713      47,427
                                           ----------     ---------      --------   --------
   Gross profit                             (15,524)         36,475      (5,738)      48,063
                                           ----------     ---------      --------   --------
Operating expenses:
  Administrative and general                277,587        524,141       766,021     993,118
  Development costs                               -              -             -           -
                                          ----------      ---------      --------   --------
Total operating expenses                    277,587        524,141       766,021     993,118
                                          ----------      ---------      --------   --------

Operating loss                             (293,111)      (487,666)     (771,759)   (945,055)
Interest expense                           (118,724)      (131,153)     (240,483)   (204,131)
Revenue sharing                              23,634              -        50,456         -
Other income                                      -          5,097         1,672      12,451
                                           ----------     ---------     ---------   --------
Income (loss) before
  income taxes                             (388,201)      (613,722)     (960,114) (1,136,735)
Provision for income taxes                        -              -             -           -
                                           ----------     ---------     ---------  ----------

Net profit (loss)                       $  (388,201)  $   (613,722)    $(960,114) $(1,136,735)

Per common share information:
  Net earnings (loss)                   $  (388,201)  $   (613,722)    $(960,114) $(1,136,735)
                                          ==========      =========    ==========  ==========
Earnings (loss) per share:              $    (0.004)  $      (0.01)    $   (0.01) $     (0.03)
                                          ==========      =========    ==========  ==========
Weighted average shares
  outstanding used in the
  per share calculation:
    Basic and diluted                     89,069,894     47,547,457    82,669,894  42,330,829
                                         ============    ==========    ==========  ==========

See accompanying notes to financial statements.

</table>

<PAGE>F-3

                                POP N' GO, INC.
                            STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED MARCH 31, 2003 AND 2002
                                  (UNAUDITED)
<table>
<caption>

                                                <c>           <c>
                                                         Six Months
                                                       Ended March 31,
                                                     2003           2002
                                                  ----------     ----------
Cash flows used in operating activities
   Net income (loss)                            $ (960,114)   $ (1,136,735)


Adjustments to reconcile net income
 (loss to net cash provided by
 operating activities:
   Depreciation and amortization                     88,376          67,270
   Issuance of common stock for services            120,000         123,347
   Issuance of convertable debt for services         27,550          94,825

Changes in assets and liabilities:
   Accounts receivable                                1,330           2,465
   Inventories                                       27,878          38,264
   Prepaid expenses                                 (3,775)               -
   Deposits                                           (700)               -
   Other accounts payable and
       accrued expenses                             338,621         282,397
                                                  ----------       ---------
Net cash used in operating activities              (306,834)       (528,127)
                                                  ----------       ---------

Cash flows from investing activities:
   Capital expenditures                                    -         (2,850)
                                                  ----------     ----------
Net cash(used in)investing activities                      -         (2,850)
                                                  ----------     ----------

Cash flows (used in) from financing activities:
   Stock issuance costs                                    -              -
   Convertible debentures                            162,017        251,669
   Note payable                                      192,000              -
   Common stock                                            -          8,182
   Subscription receivable                                 -         12,360
   Additional paid in capital                              -        168,954
                                                  ----------     ----------
Net cash provided by financing                       354,017        441,165
activities                                        ----------     ----------

Net decrease in cash and cash                        (6,817)       (89,812)
equivalents
Cash and cash equivalents,
  beginning of period                                  4,566        90,874
                                                  ----------      ---------
Cash and cash equivalents,
  end of period                               $      (2,251)   $     1,062
                                                  ==========      =========

Supplemental disclosure of
  cash flow information:

   Cash paid during the period for:
     Interest                                $      240,483    $   204,131
                                                 ==========     ==========

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

See accompanying notes to financial statements.

</table>

<PAGE> F-4

                         POP N GO, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE SIX MONTHS ENDED MARCH 31, 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 subsidiary (the "Company") have been prepared
in conformity with generally accepted accounting principles and pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC") and, in
the opinion of management, reflect all adjustments, which are necessary to
present fairly the results of operations for the periods ended March 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 intercompany balances and transactions
have been eliminated.

2.      Going concern issues

The Company has received a report from its independent auditors that includes an
explanatory paragraph describing the Company's uncertainty to continue as a
going concern.  These consolidated financial statements contemplate the ability
to continue as such and do not include any adjustments that might result from
this uncertainty.  As of March 31, 2003 substantially all of the convertible
debt is in default.

3.      Debt financing:

During the six months ended March 31, 2003, the Company received proceeds of
$162,017 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 six months ended March 31, 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.

<PAGE> F-5

4.      Income or Loss per share:

Income or Loss per share for the 2003 and 2002 periods were computed by dividing
net income/(loss) by the weighted average number of shares outstanding.

   5.    Equity

Common Stock

During the six months ended March 31, 2003, the Company had the following common
stock issuances:  The Company issued 4,000,000 common stock shares valued at
$120,000 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.

   6.      Subsequent Events

Subsequent to the quarter ended March 31, 2003, the Company issued a $30,000
short-term promissory note payable.  The note is due on April 20, 2003, bears a
$6,000 flat interest repayment, and is collateralized by the assignment of
income from 10 revenue sharing machines.  The income generated must be at least
$5,000 per month for one year.  The note may be renewed up to two times by
paying a flat rate of 6.5% of the principal amount for each renewal period.  The
holder will be issued 300,000 shares of common stock during the next common
stock registration statement.  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.

Subsequent to the quarter ended March 31, 2003, the Company issued a $5,000
convertible debenture.  The debenture is due on April 15, 2003, bears interest
at 15% per annum that is payable quarterly, and is convertible at the rate of
250,000 shares of common stock per $10,000 at any time before maturity.

<PAGE> F-6


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               Six Months
                                       2003            2002        2003       2002
                                    ----------     ---------      -------   --------

Net sales                             100.0%        100.0%        100.0%     100.0%
Cost of sales                        (322.1)          51.2       (117.9)      49.7
                                    ---------     ---------      ---------  ---------
Gross profit                         (222.1)          48.8        (17.9)      50.3

Administrative and general expenses 3,971.2          701.9       2,395.7   1,040.0
Development costs                       0.0            0.0           0.0       0.0

Loss from operations               (4,193.3)       (653.1)      (2,413.6)   (989.7)
Interest expense                   (1,698.5)       (175.6)        (752.1)   (213.8)
Other income                          338.1           6.8          163.0      13.0
                                   ----------    -----------    ----------  --------
Income (loss) before income taxes  (5,553.7)       (821.9)      (3,002.7)  (1,190.5)
Provision for income taxes               -            -             -         -
                                   ----------    -----------    ---------- ----------
Net income (loss)                  (5,553.7)%      (821.9)%     (3,002.7)% (1,190.5)%
                                   ==========    ===========    ========== ==========

</table>

Three Months Ended March 31, 2003 Versus Three Months Ended March 31, 2002

<PAGE>2

Results of Operations

The Company incurred a net loss of $388,201 for the period ended March 31, 2003
as compared to a net loss of $613,722 for the period ended March 31, 2002.  This
loss represents a loss from operations of $293,111 and $487,666 for the period
ended March 31, 2003 and 2002, respectively.  The net loss also includes
interest expense and other income totaling $95,090 and $126,056 for the period
ended March 31, 2003 and 2002, respectively.

Total revenues for the period ended March 31, 2003 were $6,990 as compared to
$74,670 for the period ended March 31, 2002.  This represents a decrease in
revenues of 90.6% over the same period in the prior year.   This decrease was
primarily due to a reduction in popcorn machine sales during 2002 and due to the
Company's emphasis on revenue sharing locations.

Total cost of goods sold for the period ended March 31, 2003 was $22,514 as
compared to $38,195 for the period ended March 31, 2002.  The gross profit
percent on the equipment sales was 26.5 % for the period ended March 31, 2003
and 48.8% for the period ended March 31, 2002.

Total operating expenses consist primarily of general and administrative
expenses.  For the period ended March 31, 2003, total operating expenses were
$277,587.  For the period ended March 31, 2002, total operating expenses were
$524,141.  This represents a 47% decrease over the same period in the prior
year.  This decrease was primarily due to decreases in salaries and wages paid
to employees and consultants.

Interest expense and other income went from $126,056 for the period ended March
31, 2002 to  $95,090 for the period ended March 31, 2003.  This represents a
decrease in interest expense and other income of 5.8% from the prior year.  This
decrease was due primarily to conversions of convertible debentures to equity.

<PAGE>3

Six Months Ended March 31, 2003 Versus Six Months Ended March 31, 2002

Results of Operations

The Company incurred a net loss of $960,114 for the period ended March 31, 2003
as compared to a net loss of $1,136,735 for the period ended March 31, 2002.
This loss represents a loss from operations of $771,759 and $945,055 for the
period ended March 31, 2003 and 2002, respectively.  The net loss also includes
interest expense and other income totaling $188,355 and $191,680 for the period
ended March 31, 2003 and 2002, respectively.

Total revenues for the period ended March 31, 2003 were $31,975 as compared to
$95,490 for the period ended March 31, 2002.  This represents a decrease in
revenues of 67% over the same period in the prior year.  This decrease was
primarily due to a reduction in popcorn machine sales during 2002 and due to the
Company's emphasis on revenue sharing locations.

Total cost of goods sold for the period ended March 31, 2003 was $37,713 as
compared to $47,427 for the period ended March 31, 2002.  The gross profit
percent on the equipment sales was 54.2% for the period ended March 31, 2003 and
50.3% for the period ended March 31, 2002.

Total operating expenses consist primarily of general and administrative
expenses.  For the period ended March 31, 2003, total operating expenses were
$766,021.  For the period ended March 31, 2002, total operating expenses were
$993,118.  This represents a 22.9% decrease over the same period in the prior
year.  This decrease was primarily due to lower salaries and wages paid to
employees and consultants.

Interest expense and other income went from $191,680 for the period ended March
31, 2002 to $188,355 for the period ended March 31, 2003.  This represents a
decrease in interest expense and other income of 1.7% from the prior year.  This
decrease was due primarily to additional convertible debentures issued and the
recognition of revenue sharing income.

<PAGE>4

Liquidity and Capital Resources

As of March 31, 2003, the Company had cash and cash equivalents of ($2,251) as
compared to cash and cash equivalents of $1,062 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 $4,726,968 as of March 31, 2003.  Net cash used in operating
activities was $360,834 for the period ended March 31, 2003 and $528,127 for the
period ended March 31, 2002.  The principal use of cash for the period ended
March 31, 2003 was to fund the net loss from operations for the period.  The
Company raised a total of $354,017 from the issuance of issuance of convertible
debentures and short-term notes during the period ended March 31, 2003, and this
was used to fund the net loss from operations.

Going concern issues

As of March 31, 2003 substantially all of the convertible debt is in default.
The Company has received a report from its independent auditors that includes an
explanatory paragraph describing the Company's uncertainty to continue as a
going concern.  These consolidated financial statements contemplate the ability
to continue as such and do not include any adjustments that might result from
this uncertainty.

The Company is pursuing various alternative sources of financing for both
equipment manufacturing and for operations.  In addition, the company is
actively seeking to expand its revenue sharing locations and the outright sale
of its products both domestically and internationally.

Net cash from financing activities was $354,017 for the period ended March 31,
2003 as compared to $441,165 for the period ended March 31, 2002.

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 2003 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.

Recent Accounting  Pronouncements

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

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

<PAGE>6

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

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

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

<PAGE>7

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions."  SFAS No. 147 removes the requirement in SFAS No. 72
and Interpretation 9 thereto, to recognize and amortize any excess of the fair
value of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires that those transactions be accounted for in accordance with SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets."  In addition, this statement amends SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," to include certain financial
institution-related intangible assets.  This statement is not applicable to the
Company.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," an amendment of SFAS No. 123.  SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation.  In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require more prominent and more frequent disclosures in financial statements
about the effects of stock-based compensation.  This statement is effective for
financial statements for fiscal years ending after December 15, 2002.  SFAS No.
148 will not have any impact on the Company's financial statements as management
does not have any intention to change to the fair value metho


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.

<PAGE>8


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   Amended 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 Amended Report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Los Angeles, State of California, on the 12th
day of August 2003.

POP N GO, INC.

/s/ Melvin Wyman

By
     Melvin Wyman,
    Chief Financial Officer

<PAGE>9

CERTIFICATION

I, Mel Wyman, certify that:

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

2.  Based on my knowledge, this  amended 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  amended 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  amended 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 12, 2003

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

<PAGE>10