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 March 31, 2006



[  ]

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



For the transition period from ________________ to _______________



333-88837

(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)



N/A

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



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [  ]   No [X]



State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 18, 2006  171,833,284 shares of common stock



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  [  ]   No   [X]



Transitional Small Business Disclosure Format (check one):  Yes [   ]   No [X]





POP N GO, INC.

Index



Page

Number



PART I.

FINANCIAL INFORMATION

2



Item 1.

Consolidated Financial Statements (unaudited)

2



Consolidated Balance Sheet as of March 31, 2006 (unaudited)

2



Consolidated Statements of Operations for the

three and six months ended March 31, 2006 and 2005 (unaudited)

3



Consolidated Statements of Cash Flows for the

six months ended March 31, 2006 and 2005 (unaudited)

4

Notes to Consolidated Financial Statements (unaudited)

5



Item 2.

Management's Discussion and Analysis or Plan of Operations

6



Item 3.

Controls and Procedures

22



PART II.

OTHER INFORMATION

28



Item 1.

Legal Proceedings

28



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

28



Item 3.

Defaults Upon Senior Securities

28



Item 4.

Submission of Matters to a Vote of Security Holders

28



Item 5.

Other Information

28



Item 6.

Exhibits

28



SIGNATURES

29





1





PART I.

FINANCIAL INFORMATION



Item 1.

Financial Statements





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2



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3



SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:



During the six months ended March 31, 2006, the Company (1) issued 8,899,225 shares of common stock for the conversion of $186,475 in debt; (2) issued 13,500,000 shares of common stock for services valued at $330,000; (3) issued 1,100,000 shares of common stock for a debt settlement of $30,800; (4) issued 23,895,000 shares that the Company had previously committed to issue; and (5) recorded a beneficial feature of $551,046 related to the issuance of individual convertible notes.





The accompanying notes are an integral part of these consolidated financial statements.





4



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)







NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



The unaudited consolidated financial statements have been prepared by Pop N Go, Inc. (the Company), pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes for the year ended September 30, 2005 included in the Companys Annual Report on Form 10-KSB.  The results of the six months ended March 31, 2006 are not necessarily indicative of the results to be expected for the full year ending September 30, 2006.



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.



Net Loss per Share



Net loss per share is calculated in accordance with Statement of Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"). 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 these financial statements since the effect of dilutive securities is anti-dilutive.  At March 31, 2006, the Company had 132,265,000 warrants outstanding that were anti-dilutive.  In addition, the Company has convertible debentures that could be converted into 65,875,000 shares of the Companys common stock.



Stock-based compensation



The Company accounts for its stock-based compensation in accordance with SFAS No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123." The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.





Prepaid Consulting



Prepaid consulting relates to amounts paid to consultants with the Companys common stock.  The value



5



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)





of the consulting services is being expensed over the terms of the consulting agreements.



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.



Segment Reporting



Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About Segments of an Enterprise and Related Information" requires use of the "management approach" model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. Currently, SFAS 131 has no effect on the Company's consolidated financial statements as substantially all of the Company's operations are conducted in one industry segment during the period ended March 31, 2006.



Reclassifications



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



Recently Issued Accounting Pronouncements



In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155 amends SFAS No 133, Accounting for Derivative Instruments and Hedging Activities, and SFAF No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.  SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.  This statement is effective for all financial instruments acquired or issued after the beginning of the Companys first fiscal year that begins after September 15, 2006.  The Company has not evaluated the impact of this pronouncement its financial statements.

In March 2006 FASB issued SFAS 156 Accounting for Servicing of Financial Assets this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

1.

Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.



7



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)





2.

Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

3.

Permits an entity to choose Amortization method or  Fair value measurement method for each class of separately recognized servicing assets and servicing liabilities:

4.

At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entitys exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

5.

Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Companys first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the consolidated financial statements.





NOTE 2 - GOING CONCERN MATTERS



The accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements, during the six months ended March 31, 2006, the Company incurred a net loss of $5,220,880.  In addition, the Company's cash flow requirements have been met by issuing convertible debentures, and much of the Company's debt is currently in default. Assurance cannot be given that this source of financing will continue to be available to the Company and demand for the Company's equity instruments will be sufficient to meet its capital needs. If the Company is unable to generate profits and unable to continue to obtain financing for its working capital requirements, it may have to curtail its business sharply or cease business altogether.



The consolidated financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to retain its current financing, to obtain additional financing, and ultimately to attain profitability.





The Company has taken steps to reduce its manufacturing cost by manufacturing its popcorn machines in China and plans to reduce its operation cost.



NOTE 3 - ACCRUED LIABILITIES



8



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)







Accrued liabilities at March 31, 2006 consisted of the following:



[note1002.gif]



NOTE 4 - SHORT-TERM NOTES PAYABLE



A Short-term notes payable at March 31, 2006 consisted of the following:





|                                                                                                                                                                             |   |        
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------
|Note payable dated May 2, 2000, bearing interest at 12% per annum and due in January 2001.  This note payable is currently in default.                                       | $ | 222,192
|Note payable dated June 26, 2001, bearing interest at 20% per annum and due June 26, 2002.  This note payable is currently in default.                                       |   | 50,000 
|Note payable dated July 5, 2001, bearing interest at 15% per annum and due in September 2001.  This note payable is currently in default.                                    |   | 8,076  
|Note payable dated April 3, 2000 assumed in acquisition of Branax, bearing interest at 12% per annum and due in July 2000.  This note payable is currently in default.       |   | 15,000 
|Note payable dated December 29, 1998 assumed in acquisition of Branax, bearing interest at 7% per annum and due in March 1999.  This note payable is currently in default.   |   | 28,083 
|Note payable dated December 18, 2000 assumed in acquisition of Branax, bearing interest at 8% per annum and due in January 2002.  This note payable is currently in default. |   | 3,000  
|Note payable dated April 15, 2002, bearing no interest and due in October 2004.                                                                                              |   | 57,500 



9



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)







|                                                                                                                                                                                                     |  |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------
|Note payable dated April 24, 2002, bearing no interest and due in September 2002.  This note payable is currently in default.                                                                        |  | 8,000 
|Note payable dated February 22, 2002, bearing interest at 15% per annum and due in December 2002.  This note payable is currently in default.                                                        |  | 4,000 
|Note payable dated December 12, 2002, bearing interest of $1,500 due at maturity in January 2003.  This note payable is currently in default.                                                        |  | 36,183
|Note payable dated December 2, 2002, bearing interest of $2,000 due at maturity in February 2003. This note payable is currently in default.                                                         |  | 10,000
|Note payable dated December 16, 2002, bearing interest of $8,250 due at maturity in May 2003.  This note payable is currently in default.                                                            |  | 25,000
|Notes payable dated Dec.19, Oct. 7, Oct. 28, 2002, bearing interest of $4,000 due at maturity in May and July 2003.  These notes payable are currently in default.                                   |  | 30,000
|Note payable dated January 23, 2003, bearing interest of $3,000 plus $1,950 for 60 day renewal, due in June 2003.  This note payable is currently in default.                                        |  | 15,000
|Note payable dated October 10, 2002, bearing no interest, due on demand.                                                                                                                             |  | 45,500
|Note payable dated Dec 18, 2002 and Feb 13, 2003, bearing interest of $5,000 plus $3,250 for 60 day renewal and $4,000, respectively, due in May 2003. These notes payable are currently in default. |  | 45,000
|Note payable dated June 1, 2003, bearing interest at 10%, due in December 2003. This note payable is currently in default.                                                                           |  | 17,509
|Note payable dated April 4, 2003, bearing interest at 10%, and due in June 2004. This note payable is currently in default.                                                                          |  | 14,277
|Note payable dated December 9, 2003, bearing interest of $5,000 plus $5,000 for a 90 day renewal due June 2004.This note payable is currently in default.                                            |  | 30,000



10



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)







|                                                                                                                                                                                                                         |   |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------
|Note payable dated December 17, 2003, bearing interest of $2,500 due in March 16, 2004.  This note payable is currently in default.                                                                                      |   | 15,000   
|Note payable dated December 18, 2003, bearing interest of $5,000 Plus $5,000 for a 90 day renewal due June 2004.  This note payable is currently in default.                                                             |   | 29,340   
|Note payable dated December 24, 2003, bearing interest of $5,000 due March 23, 2004.  This note payable is currently in default.                                                                                         |   | 30,000   
|Note payable dated January 29, 2004, bearing interest of $2,500 plus $2,500 for a 90 day renewal due July 2004.  This note payable is currently in default.                                                              |   | 15,000   
|Note payable dated February 25, 2004, April 27, 2004 and June 8, bearing interest of $5,000, $1,250 and $2,500 due August 2004, July 2004 and October 2004, respectively.  These note payables are currently in default. |   | 37,500   
|Note payable dated March 11, 2004 and May 7, 2004, bearing interest of $1,250 and $1,250, due June 2004 and July 2004, respectively.  These note payables are currently in default.                                      |   | 15,000   
|Note payable dated March 28, 2004, bearing interest of $2,500 plus $2,500 for a 90 day renewal, due September 24, 204.  This note payable is currently in default.                                                       |   | 14,730   
|Note payable dated May 3, 2004, bearing interest of $1,250.00, due August 1, 2004.  This note is currently in default.                                                                                                   |   | 7,500    
|Note payable dated May 13, 1998, bearing interest at 15% per annum.   This note is currently in default.                                                                                                                 |   | 40,766   
|Note payable dated December 18, 2004, bearing interest of 15%, due June 16, 2005.  This note is currently in default.                                                                                                    |   | 30,000   
|Note payable, bearing interest of 15%                                                                                                                                                                                    |   | 60,604   
|Note payable dated January 1, 2006, bearing interest of 15%, due June 30, 2006.                                                                                                                                          |   | 53,750   
|                                                                                                                                                                                                                         | $ | 1,013,510





11



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)





During the six months ended March 31, 2006, the Company converted $35,000 of short-term debt to equity and converted a $350,000 short-term note into a convertible debenture.





NOTE 5- CONVERTIBLE DEBT



2000 Notes



During the year ended September 30, 2000, the Company raised capital through the placement of convertible promissory notes in the amount of $923,213.  The interest rates and due dates of the notes still outstanding at March 31, 2006 were as follows:



|                |                    |                |                      
|--------------- | ------------------ | -------------- | ---------------------
|AMOUNT          | DUE DATE BEGINNING | INTEREST
RATES | CONVERSION RATE RANGE
|$ 709,609       | October 1, 2000    | 15%            | $0.05 - $1.40/share  
|Total $ 709,609 |                    |                |                      
|                |                    |                |                      





All of the 2000 notes are currently in default.



2001 Notes



During the year ended September 30, 2001, the Company raised capital through the placement of convertible promissory notes in the amount of $454,500.  The interest rates and due dates of the notes still outstanding at March 31, 2006 were as follows:









|                |                    |                |                      
|--------------- | ------------------ | -------------- | ---------------------
|AMOUNT          | DUE DATE BEGINNING | INTEREST
RATES | CONVERSION RATE RANGE
|$285,752        | October 1, 2001    | 15%            | $0.02 - $0.05/share  
|Total $ 285,752 |                    |                |                      
|                |                    |                |                      





All of the 2001 notes are currently in default.



2002 Notes



During the year ended September 30, 2002, the Company raised capital through the placement of convertible promissory notes in the amount of $848,100.  The interest rates and due dates of the notes still outstanding at March 31, 2006 were as follows:





|          |                    |                |                      
|--------- | ------------------ | -------------- | ---------------------
|AMOUNT    | DUE DATE BEGINNING | INTEREST
RATES | CONVERSION RATE RANGE
|$ 24,000  | October 19, 2002   | 18%            | $0.03 - $0.035/share 
|$ 24,000  | July 3, 2004       | 17%            | $0.10/share          
|$ 464,500 | September 30, 2004 | 15%            | $0.025-$0.25/share   
|$  11,000 | December 11, 2002  | 12%            | $0.02/share          

|                |             |     |                    
|--------------- | ----------- | --- | -------------------
|$ 255,000       | May 7, 2004 |     | $.016 - $0.05/share
|Total $ 778,500 |             | 12% |                    
|                |             |     |                    
|                |             |     |                    



All of the 2002 notes are currently in default.



2003 Notes



During the year ended September 30, 2003, the Company raised capital through the placement of convertible promissory notes in the amount of $402,250.  The interest rates and due dates of the notes still outstanding at March 31, 2006 were as follows:

[note2002.gif]



2004 Notes



During the year ended September 30, 2004, the Company raised capital through the placement of convertible promissory notes in the amount of $1,053,500.  The interest rates and due dates of the notes still outstanding at March 31, 2006 were as follows:



[note3002.gif]



The 2004 notes are currently in default.



2005 Notes



During the year ended September 30, 2005, the Company raised capital through the placement of convertible promissory notes in the amount of $1,123,476.  The interest rates and due dates of the notes still outstanding at March 31, 2006 were as follows:



13



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)



[note4002.gif]



2006 Notes



During the six months ended March 31, 2006, the Company raised capital through the placement of convertible promissory notes in the amount of $2,460,268.  The interest rates and due dates of the notes still outstanding at March 31, 2006 were as follows:



|             |                   |               |                 
|------------ | ----------------- | ------------- | ----------------
|AMOUNT       | DATE              | INTEREST RATE | CONVERSION PRICE
|             |                   |               |                 
|$      5,000 | October 3, 2005   | 12%           | $           0.02
|$    12,000  | October 3, 2005   | 12%           | $           0.02
|$      3,000 | October 6, 2005   | 12%           | $           0.02
|$    95,000  | October 12, 2005  | 12%           | $           0.02
|$      5,000 | October 13, 2005  | 12%           | $           0.02
|$      2,500 | October 17, 2005  | 12%           | $           0.02
|$      2,500 | October 17, 2005  | 12%           | $           0.02
|$      2,500 | October 17, 2005  | 12%           | $           0.02
|$      5,000 | October 25, 2005  | 12%           | $           0.02
|$    50,000  | October 31, 2005  | 12%           | $           0.02
|$      5,000 | November 15, 2005 | 12%           | $           0.02
|$    20,000  | November 18, 2005 | 12%           | $           0.02
|$    50,000  | November 18, 2005 | 12%           | $           0.02
|$    10,000  | November 28, 2005 | 12%           | $           0.02
|$      2,500 | November 30, 2005 | 12%           | $           0.02
|$    10,000  | December 1, 2005  | 12%           | $           0.02
|$      5,000 | December 2, 2005  | 12%           | $           0.02
|$    50,000  | December 5, 2005  | 12%           | $           0.02
|$      2,500 | December 6, 2005  | 12%           | $           0.02
|$      2,500 | December 7, 2005  | 12%           | $           0.02
|$      2,500 | December 7, 2005  | 12%           | $           0.02
|$      2,500 | December 7, 2005  | 12%           | $           0.02
|$      5,000 | December 9, 2005  | 12%           | $           0.02
|$      5,000 | December 12, 2005 | 12%           | $           0.02
|$    10,000  | December 12, 2005 | 12%           | $           0.02



14



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)







|             |                   |     |                 
|------------ | ----------------- | --- | ----------------
|$      3,000 | December 13, 2005 | 12% | $           0.02
|$    10,000  | December 16, 2005 | 12% | $           0.02
|$    25,000  | December 16, 2005 | 12% | $           0.02
|$    25,000  | December 20, 2005 | 12% | $           0.02
|$    50,000  | December 20, 2005 | 12% | $           0.02
|$    10,000  | December 21, 2005 | 12% | $           0.02
|$    15,000  | December 21, 2005 | 12% | $           0.02
|$      5,000 | December 23, 2005 | 12% | $           0.02
|$    30,000  | December 23, 2005 | 12% | $           0.02
|$      5,000 | December 28, 2005 | 12% | $           0.02
|$    50,000  | December 28, 2005 | 12% | $           0.02
|$    21,768  | December 31, 2005 | 12% | $           0.02
|$      2,500 | January 1, 2006   | 12% | $           0.02
|$      5,000 | January 1, 2006   | 12% | $           0.02
|$    15,000  | January 1, 2006   | 12% | $           0.02
|$    30,000  | January 1, 2006   | 12% | $           0.02
|$      5,000 | January 3, 2006   | 12% | $           0.02
|$    10,000  | January 4, 2006   | 12% | $           0.02
|$    20,000  | January 4, 2006   | 12% | $           0.02
|$    25,000  | January 6, 2006   | 12% | $           0.02
|$    10,000  | January 12, 2006  | 12% | $           0.02
|$      5,000 | January 13, 2006  | 12% | $           0.02
|$    10,000  | January 13, 2006  | 12% | $           0.02
|$    10,000  | January 13, 2006  | 12% | $           0.02
|$    10,000  | January 13, 2006  | 12% | $           0.02
|$      6,000 | January 16, 2006  | 12% | $           0.02
|$    10,000  | January 19, 2006  | 12% | $           0.02
|$    10,000  | January 23, 2006  | 12% | $           0.02
|$    10,000  | January 25, 2006  | 12% | $           0.02
|$    10,000  | January 25, 2006  | 12% | $           0.02
|$      5,000 | January 27, 2006  | 12% | $           0.02
|$      5,000 | January 27, 2006  | 12% | $           0.02
|$  100,000   | January 31, 2006  | 12% | $           0.02
|$    20,000  | February 1, 2006  | 12% | $           0.02
|$    25,000  | February 1, 2006  | 12% | $           0.02
|$      2,500 | February 6, 2006  | 12% | $           0.02
|$      5,000 | February 7, 2006  | 12% | $           0.02
|$    10,000  | February 7, 2006  | 12% | $           0.02
|$      7,000 | February 8, 2006  | 12% | $           0.02
|$    15,000  | February 8, 2006  | 12% | $           0.02
|$      5,000 | February 9, 2006  | 12% | $           0.02
|$    20,000  | February 20, 2006 | 12% | $           0.02
|$      4,000 | February 21, 2006 | 12% | $           0.02
|$      5,000 | February 21, 2006 | 12% | $           0.02
|$      5,000 | February 22, 2006 | 12% | $           0.02
|$    20,000  | February 23, 2006 | 12% | $           0.02
|$      2,000 | February 24, 2006 | 12% | $           0.02
|$    10,000  | February 24, 2006 | 12% | $           0.02



15



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)







|             |                   |     |                 
|------------ | ----------------- | --- | ----------------
|$    10,000  | February 24, 2006 | 12% | $           0.02
|$    40,000  | March 2, 2006     | 12% | $           0.02
|$      5,000 | March 6, 2006     | 12% | $           0.02
|$      5,000 | March 10, 2006    | 12% | $           0.02
|$      5,000 | March 10, 2006    | 12% | $           0.02
|$    15,000  | March 14, 2006    | 12% | $           0.02
|$      5,000 | March 15, 2006    | 12% | $           0.02
|$      2,500 | March 16, 2006    | 12% | $           0.02
|$    40,000  | March 16, 2006    | 12% | $           0.02
|$      2,000 | March 20, 2006    | 12% | $           0.02
|$      7,000 | March 20, 2006    | 12% | $           0.02
|$      5,000 | March 26, 2006    | 12% | $           0.02
|$      5,000 | March 28, 2006    | 12% | $           0.02
|$    20,000  | March 29, 2006    | 12% | $           0.02
|$    10,000  | March 31, 2006    | 12% | $           0.02
|$700,000     | November 16, 2005 | 12% | 80% of Market   
|$500,000     | December 21, 2008 | 12% | 80% of Market   
|             |                   |     |                 
|$2,460,268   |                   |     |                 





On November 16, 2005, the Company entered into a Securities Purchase Agreement with Cornell Capital Partners, LP (Cornell).  The terms of this agreement provide for the Company to issue up to $1,200,000 in convertible debentures to Cornell and to issue to Cornell a warrant to purchase 120,000,000 shares of the Companys common stock for $0.01 per shares.  The convertible debentures can be converted into shares of the Companys common stock at the option of Cornell at a conversion price of the lesser of $0.03 or 80% of the lowest closing bid price of the Companys common stock for the five trading days immediately preceding the conversion date.  On November 16, 2005, the Company issued a convertible debenture to Cornell in the amount of $700,000 and on December 21, 2005, the Company issued another convertible debenture to Cornell in the amount of $500,000.  Also, on November 16, 2005, the Company issued a warrant to Cornell to purchase 120,000,000 shares of the Companys common stock for $0.01 per share.



Per EITF 00-19, paragraph 4, these convertible debentures do not meet the definition of a conventional convertible debt instrument since the debt is not convertible into a fixed number of shares.  The debt can be converted into common stock at a conversions price that is a percentage of the market price; therefore the number of shares that could be required to be delivered upon net-share settlement is essentially indeterminate.  Therefore, the convertible debenture is considered non-conventional, which means that the conversion feature must be bifurcated from the debt and shown as a separate derivative liability.  This beneficial conversion liability has been calculated to be $300,000 at March 31, 2006 and is shown as a current liability in the accompanying consolidated balance sheet.  In addition, since the convertible debenture is convertible into an indeterminate number of shares of common stock, it is assumed that the Company could never have enough authorized and unissued shares to settle the conversion of the warrants into common stock.  Therefore, the warrants issued in connection with this transaction have been reported as liability at March 31, 2006 in the accompanying balance sheet with a fair value of $3,959,936.  The value of the warrant was calculated using the Black-Scholes model using the following assumptions: Discount rate of 4.5%, volatility of 381% and expected term of five year.  The fair value of the beneficial conversion feature and the warrant liability will be adjusted to fair value each balance sheet date with the change being shown as a component of net income.



16



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)







The fair value of the beneficial conversion feature and the warrants at the inception of these convertible debentures were $300,000 and $3,479,963, respectively.  The first $1,200,000 of these discounts has been shown as a discount to the convertible debentures which will be amortized over the term of the debentures and the excess of $2,579,963 has been shown as financing costs in the accompanying statement of operations.



General



The amounts raised and converted during the six months ended March 31, 2006 were as follows:



[note5002.gif]







A summary of the convertible notes and related discounts is below:



|                             |            |             |            
|---------------------------- | ---------- | ----------- | -----------
|                             | Current    | Long-term   | Total      
|Gross convertible debentures | $5,299,391 | $1,200,000  | $6,499,391 
|Debt discounts               | (496,516)  | (1,068,157) | (1,564,673)
|Net                          | $4,802,875 | $131,843    | $4,934,718 







NOTE 6 - STOCKHOLDERS' DEFICIT



Common Stock



During the six months ended March 31, 2006, the Company issued:



·

8,899,225 shares of common stock in exchange for debt totaling $186,475;



·

13,500,000 shares of common stock in exchange for services totaling $330,000;





17



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)





·

1,100,000 shares of common stock in exchange for a debt settlement totaling $30,800;



·

23,895,000 shares that the Company previously committed to issue.



Also, during the six months March 31, 2006, the Company recorded $551,046 for beneficial conversion feature on the convention convertible notes.



Stock to be Issued



During the six months ended March 31, 2006, the Company also committed to issue 8,481,000 shares for services rendered valued at $172,775, 8,330,000 shares for loan incentives valued at $188,970; 1,000,000 shares for $18,000 in cash, and 857,358 shares for finders fees valued at $21,800.



During the year ended September 30, 2005, the Company recorded 5,726,666 shares to be issued per convertible debentures incentives and $1,000,000 shares to be issued per loan agreements for $20,000. The Company recorded 1,142,392 shares to be issued for debt raising costs amounting $23,516.   The Company recorded 3,000,000 shares to be issued for consulting services amounting to $45,300.



During the year ended September 30, 2004, the Company recorded 12,920,000 shares to be issued per loan agreement amounting $214,890. The Company recorded 1,100,000 shares to be issued for consulting services amounting $15,000. The Company received $1,000 cash for 50,000 shares to be issued.



Under the terms of a consulting agreement, the Company committed to issue 200,000 shares of common stock for services.  As of September 30, 2002, 95,000 shares remained unissued. Total expense associated with the agreement was $280,000, which was charged to operations during the year ended September 30, 2000. As of September 30, 2002, the Company recorded $133,000 in committed stock for the unissued shares.



Under the terms of two expired consulting agreements, the Company committed to issue 333,000 shares of common stock for services. These shares remain unissued at September 30, 2004.



A summary of committed stock at March 31, 2006 is as follows:

[note6002.gif]



18



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)





Stock Option Plan



The Company adopted the 1998 Non-Qualified Stock Option Plan (the "1998 Plan") on August 31, 1998. The purpose of the 1998 Plan is to promote the growth and profitability of the Company by enabling the Company to attract and retain the best available personnel for positions of substantial responsibility, to provide employees with an opportunity for investment in the Company, and to give employees an additional incentive to increase their efforts on behalf of the Company.



Each employee or consultant as determined by the Board of Directors of the Company is eligible to be considered for the grant of awards under the 1998 Plan.  The maximum number of shares of common stock that may be issued pursuant to awards granted under the 1998 Plan is 500,000.  Any shares of common stock subject to an award, which for any reason expires or terminates unexercised, are again available for issuance under the 1998 Plan.  Under the 1998 Plan, incentive stock options must not be less than the per share par or stated value of the shares on the date the stock options are granted, subject to certain provisions.



During the year ended September 30, 2004, 100,000 options were granted and these options expire on December 31, 2005.  As of March 31, 2006, there were no options outstanding under this plan.



Stock Purchase Warrants



As of the year ended September 30, 2004, the Company granted warrants to purchase 28,217,500 shares of common stock to consultants in exchange for services valued at $1,053,625. During the year ended September 30, 2005, 15,912,500 warrants expired valued at $832,125 and the company granted warrants to purchase 800,000 shares of common stock to investors as additional consideration at $16,000.   The exercise price of the warrants ranges from $0.01 to $0.02. The Company recognized expense for these warrants based on the fair market value of warrants. The warrants vest immediately and have expiration dates ranging from one to five years.



On November 16, 2005, the Company issued a warrant to Cornell to purchase 120,000,000 shares of the Companys common stock for $0.01 per share. The value of the warrant of $3,479,963 was calculated using the Black-Scholes model using the following assumptions: Discount rate of 4.5%, volatility of 381% and expected term of five year.



In February and March 2006, the Company issued a total of 2,560,000 warrants as loan incentives to purchase shares of the Companys common stock for $0.01- $0.02 per share. The value of the warrants of $47,738 was calculated using the Black-Scholes model using the following assumptions: Discount rate of 3.5%, volatility of 222% and expected term of one year.





The following table summarizes information about the warrants outstanding at March 31, 2006:



[note7002.gif]



19



Note 7  COMMITMENTS AND CONTINGENCIES



Litigation



The Company may become involved in various litigation arising in the normal course of business.



A lawsuit was filed by a former employee of the Company in July 2004. The lawsuit seeks damages for $117,179 based on the breach of contract. The lawsuit was settled for $80,000.



A lawsuit was filed against the Company and an Officer of the Company arising from a settlement agreement entered into by the Officer to resolve a lawsuit filed in April 1996 which was prior to the formation of Pop N Go. Pop N Go was not a party to the lawsuit or the stipulated judgment that resolved the case. Pop N Gos initial demurrer was sustained by the court and the Companys counsel believes the lawsuit against the Company will be dismissed.



All of these amounts were included in the accompanying financial statements.



NOTE 8 - RELATED PARTY TRANSACTIONS



Loan payable  related party: At March 31, 2006, the Company owed a shareholder of the Company $240,000 under a loan payable agreement.  The loan bears interest at 10% per annum and was due September 2001 and is currently in default. During the quarter ended March 31, 2006, the company recorded imputed interest at 12%.



Accrued consulting fees- related party: Effective October 1, 2003, the Company entered into an agreement with Calblue, Inc, to have its President serve as the CEO of Pop N Go.  The agreement calls for payment of $8,000 per month. At March 31, 2006, the Company has accrued consulting expenses to shareholders amounting $364,151. The Company recorded $48,000 consulting fees in the six months ended March 31, 2006. The Company also issued 4,000,000 shares to Calblue, Inc. during the quarter ended December 31, 2005. The fair market value of $96,000 of the shares has been recorded as a consulting expense in the accompanying statement of operations.



20



POP N GO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED MARCH 31, 2006 AND 2005

(UNAUDITED)





NOTE 9 - SEGMENT INFORMATION



Prior to October 1, 2002, the Company operated under two business units which had separate management and reporting infra-structures that offered different products and services. The business units had been aggregated into two reportable segments (machine sales and flavorings). During the six months ended March 31, 2006, the Company did not operate flavoring segment.



The Company operates domestically as well as internationally.  The Company sells its machines to Australia, North America, Europe, Asia and South America.  The Company operates its revenue sharing program at this time domestically and currently has no long lived assets outside of the United States.







NOTE 10 - SUBSEQUENT EVENTS





Subsequent to March 31, 2006, the Company received $995,805 from the sale of new debentures.



21





Item 2.

Management's Discussion and Analysis or Plan of Operations





Introduction-Forward Looking Statements



Pop N Go is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward- looking statements made herein. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions of future events or performance are not statements of historical facts and may be forward-looking. These forward-looking statements are based largely on our expectations and are subject to a number of risks and uncertainties, including but not limited to, economic, competitive, regulatory, growth strategies, available financing and other factors discussed elsewhere in this report and in documents filed by Pop N Go with the SEC. Many of these factors are beyond our control. Actual results could differ materially from the forward-looking statements made. In light of these risks and uncertainties, there can be no assurance that the results anticipated in the forward-looking information contained in this report will, in fact, occur.



Any forward-looking statement speaks only as of the date on which such statement is made, and Pop N Go undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.



Going Concern



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, 2005 based on significant operating losses that the Company has incurred and the fact that the Company is currently in default on a majority of its convertible debentures and short-term note payables. The Company owes delinquent payroll taxes of $155,729, which accrued prior to September 2002. Legal counsel is owed $137,950 for past due invoices as of September 2005 which is secured by a blanket security interest against all assets.



The Company has increased marketing activities to help generate sales sufficient to meet its cash flow obligations.



Management intends to continue to raise additional financing through private equity or debt financing to pay down Company debt and/or reduce the cost of debt service.



The Company has started to manufacture its popcorn machines in Shanghai, China which will result in a significant cost savings and increase production capacity to 1,000 machines per month. We expect to receive an initial shipment of 200 machines in August 2006.  The Company has concluded successful pilot programs in several school districts and, as a result, the Company expects to place its popcorn machines in middle schools and high schools at the start of the school year in September 2006. The new requirement for healthy snacks in many school districts has resulted in a significant increase in demand for the Companys hot air popcorn vending machines.  The Company is also testing its machines with an international foodservice provider in corporate cafeterias and with a national drugstore chain. The Company expects the nationwide trend toward healthy eating to play a major role in driving the demand for its popcorn machines.



To obtain capital for our business development, infrastructure improvements and ongoing operations, we have signed a Convertible Debenture Standby Equity Distribution Agreement with Cornell Capital Partners for $1,200,000. The Agreement allows us, upon our registration statement being declared effective by the SEC, to issue shares of our common stock to Cornell Capital Partners, at our option, for up to a maximum value of $5 million.



Assurances cannot be given that financing through private placements will continue to be available or will be sufficient to meet our capital needs. If we are unable to generate profits and unable to continue to obtain financing to meet our working capital requirements, we may have to curtail our business sharply or cease business altogether.



Three Months Ended March 31, 2006 compared to the Three Months Ended December 31, 2005



The Company incurred a net loss of $2,664,161 for the three months ended March 31, 2006 as compared to a net loss of $281,828 for the three months ended December 31, 2005.  This loss represents a loss from operations of $490,200 and $290,664 for the three months ended March 31, 2006 and 2005, respectively.  The net loss also includes interest expense and financing costs and other income totaling $2,173,961 and $260,113 for the three months ended March 31, 2006 and 2005, respectively.



Total equipment sales for the three months ended March 31, 2006 were $10,885 as compared to zero for the three months ended March 31, 2005. The Companys focus is on expanding the marketing of the revenue share program and to reduce marketing efforts for the outright sale of popcorn machines. Total cost of goods sold for equipment sales was $9,272.  Equipment sold is reconditioned and due to costs of reconditioning and low profit margins on reconditioned equipment, the cost of goods sold exceeded equipment sales income.



Total revenue share income for the three months ended March 31, 2006 was $17,441 as compared to $3,595 for the three months ended March 31, 2005.  This represents an increase in revenue share income of 385% over the three months ended March 31, 2005.  This increase was primarily due to the Company continuing to test schools and other venues that will maximize revenue sharing sales.



Our analysis of the market trend toward eating more healthy food has caused us to emphasize the placement of company owned machines.



We are actively seeking vending and marketing partners to place our popcorn vending machines in high traffic schools and public access locations. We will share in the revenue stream from popcorn sales with the vending operator and location owner as long as the machines remain at the location.



Total cost of goods sold for revenue share income for the three months ended March 31, 2006 was $3,891 as compared to $2,431 for the three months ended March 31, 2005.  This increase was due to an increase in the cost of consumables and maintaining machines as more machines were deployed during the period.



Total operating expenses consist primarily of general and administrative expenses. For the three months ended March 31, 2006, total general and administrative expenses were $505,363 as compared to $291,828 for the three months ended March 31, 2005.  This represents a 73% increase over the same period in the prior three months.  This increase was primarily due to stock issued/committed to be issued for services and loan incentives.



Interest and financing cost and beneficial conversion feature expenses increased from $260,113 for the three months ended March 31, 2005 to $709,120 for three months ended March 31, 2006.  We also recorded other expense of $1,464,841 for the three months ended March 31, 2006 related to the change in the fair value of our warrant liability.  This liability principally relates to the fair value of the warrants issued with the Cornell Capital transaction.



Six Months Ended March 31, 2006 compared to the Six Months Ended December 31, 2005



The Company incurred a net loss of $5,220,880 for the six months ended March 31, 2006 as compared to a net loss of $1,193,137 for the six months ended December 31, 2005.  This loss represents a loss from operations of $1,001,228 and $658,290 for the six months ended March 31, 2006 and 2005, respectively.  The
net loss also includes interest expense and financing costs and other income totaling $4,219,652 and $532,447 for the six months ended March 31, 2006 and 2005, respectively.



Total equipment sales for the six months ended March 31, 2006 were $23,543 as compared to zero for the six months ended March 31, 2005. The Companys focus is on expanding the marketing of the revenue share program and to reduce marketing efforts for the outright sale of popcorn machines. Total cost of goods sold for equipment sales was $23,108.  Equipment sold is reconditioned and due to costs of reconditioning and low profit margins on reconditioned equipment, the cost of goods sold exceeded equipment sales income.

23



Total revenue share income for the six months ended March 31, 2006 was $35,153 as compared to $8,164 for the six months ended March 31, 2005.  This represents an increase in revenue share income of 331% over the six months ended March 31, 2005.  This increase was primarily due to the Company continuing to test schools and other venues that will maximize revenue sharing sales.



Our analysis of the market trend toward eating more healthy food has caused us to emphasize the placement of company owned machines.



We are actively seeking vending and marketing partners to place our popcorn vending machines in high traffic schools and public access locations. We will share in the revenue stream from popcorn sales with the vending operator and location owner as long as the machines remain at the location.



Total cost of goods sold for revenue share income for the six months ended March 31, 2006 was $9,317 as compared to $6,444 for the six months ended March 31, 2005.  This increase was due to an increase in the cost of consumables and maintaining machines as more machines were deployed during the period.



Total operating expenses consist primarily of general and administrative expenses. For the six months ended March 31, 2006, total general and administrative expenses were $1,027,499 as compared to $660,010 for the six months ended March 31, 2005.  This represents a 56% increase over the same period in the prior six months.  This increase was primarily due to stock issued/committed to be issued for services and loan incentives.



Interest and financing cost and beneficial conversion feature expenses increased from $535,251 for the six months ended March 31, 2005 to $3,706,026 for six months ended March 31, 2006.  The significant increase is due to a non-cash financing charge of $2,579,963 related to the convertible debt issued to Cornell Capital during the six months ended March 31, 2006.  We also recorded other expense of $504,846 for the six months ended March 31, 2006 related to the change in the fair value of our warrant liability.  This liability principally relates to the fair value of the warrants issued with the Cornell Capital transaction.





Liquidity and Capital Resources



As of March 31, 2006, the Company had cash and cash equivalents of $492,199 as compared to cash and cash equivalents of $1,696 as of September 30, 2005.  At March 31, 2006, the Company had a working capital deficiency (total current liabilities in excess of total current assets) of ($13,148,153) as compared to a working capital deficiency (total current liabilities in excess of current assets) of ($9,180,899) as of September 30, 2005.  This increase in working capital deficiency was due to the additional issuance of convertible debentures and short-term notes.



Net cash used in operating activities was $1,130,570 for six months ended March 31, 2006, as compared to the net cash of $616,750 used in operating activities for the six months ended March 31, 2005.

24



Results of Operations



This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated financial statements and accompanying notes.



In March 2004, the Company agreed to sell up to $5,000,000 of the Company's common stock to Cornell Capital Partners over the course of 24 months after an effective registration of the shares.  The purchase price was set at 98% of the market Price. On May 14, 2004, the Company issued 8,666,666 shares of the Company's common stock to Cornell Capital as a one time commitment fee.  In the event the registration statement is not declared effective within 90 days, the company was to pay Cornell Capital Partners a cash amount within 3 business days of the end of the month equal to 2% per month of the liquidation value of the convertible shares outstanding, as liquidated damages. The Company and Cornell Capital Partners terminated this stock sale Agreement in November 2005 and entered into two Secured Convertible Debenture Agreements totaling $1,200,000 in November and December 2005.



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.



Note Receivable



On March 31, 2006, the Company has a receivable on a promissory note, amounting $52,023. The note bears an interest rate of 10% per annum.



Convertible Debentures and Promissory Notes



We are currently experiencing difficulties in meeting our debt obligations.  We have been able to generate cash through private placements of our common stock. However, as of March 31, 2006 we held $6,499,391 in convertible debentures.  We are in default on a majority of these convertible debentures.  We have short term notes in the amount of $1,013,510.  We are in default on a majority of these notes.  Due to our lack of cash flow, nearly all of the convertible debt placed prior to March 31, 2005 is currently in default. We plan to become current on these obligations by converting our debentures and promissory notes to common stock of the company and/or issuing long-term promissory notes. We have been in discussions with holders of over 80% these obligations. We expect to reach a repayment agreement with holders of a minimum of 80% of our debt (convertible debentures and promissory notes).



In December 2005, the shareholders approved an increase in authorized shares from 300,000,000 to 900,000,000 which gives the company the opportunity to convert our debentures and promissory notes to common stock of the Company.  We expect to issue new long-term debt to refinance that portion of our debt that we do not convert to equity. The issuance of new long-term debt will be under terms that will allow us to make payments out of positive cash flow expected by the third quarter of 2006.  Our ability to service any new long term notes will be dependent on our ability to successfully execute our business plan.  There is no assurance that we will be able to make timely payments on any debt instruments that we issue in the future.

25



We issued a promissory note to Branax, LLC for $240,000 in connection with our acquisition of Branax in July 2001.  Our default on this promissory note could result in litigation between Pop N Go and the former shareholders of Branax.  If such litigation were to occur we would be forced to expend significant time, money and other resources that could otherwise be used to advance our business operations.  If forced to defend Pop N GO in such litigation, management could have to curtail or even cease operations.  We do not expect any litigation to arise as a result of our default on this note.



Management's Strategy



We continually evaluate opportunities to improve popcorn machine models and assess the marketplace to capitalize on new business opportunities. The fundamental strategy is to launch a program to place our patented machines in schools, colleges and other major institutional facilities, including airports, hospitals and corporate cafeterias.  We are also engaged in a 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.



We have been successful in placing machines in retail stores, shopping malls and schools and believe our revenue sharing program will expand during 2006. Currently we have company owned popcorn units in place and operating.



Branax, LLC



On July 6, 2001, pursuant to an agreement to purchase membership interests, Pop N Go, through our 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 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.



We believe that Branax has several opportunities for significantly expanding its sales which could be enhanced with the inflow of investment capital into Pop N Go during 2006.  We believe the capital would enable Branax to develop the specialized packaging and product mix required by these significant customers. There is no assurance such capital will be available, or on what terms.



We are currently in default on a promissory note in the original principal amount of $240,000 that we issued to purchase Branax, LLC and such default could have legal ramifications.



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 preparations 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.

26



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 un-amortized 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 retail stores, 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 80% 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 2005 from the sale of this product.  The Company also has in market testing, Branaxs popcorn flavorings, and anticipates generating revenues in 2005 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.



Off-balance sheet arrangements



There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



27



Item 3.

Controls and Procedures



As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer.  Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.





Part II.

OTHER INFORMATION



Item 1.

Legal Proceedings



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds



None



Item 3.

Defaults Upon Senior Securities



None



Item 4.

Submission of Matters to a Vote of Security Holders



Not applicable



Item 5.

Other Information



Not applicable



Item 6.

Exhibits





|                      |                                                                                     
|--------------------- | ------------------------------------------------------------------------------------
|Regulation
S-B Number | Exhibit                                                                             
|31.1                  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the Company (5)
|32.1                  | Section 906 Certification by Chief Executive Officer (5)                            



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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.



POP N GO, INC.



May 22, 2006

By:

/ s/ Melvin Wyman

Melvin Wyman

Chief Executive Officer and Sole Director





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