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 03/31/04.

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

            For the transition period from                    to

                            Commission file number:

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

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

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

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


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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date: 98,036,561

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

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

Part I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

         Condensed Consolidated Balance Sheets -
          December 2003                                                 F- 2

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

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

         Notes to Condensed Consolidated Financial Statement            F-5-7

         Report of Independent Accountants


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

ITEM 3.  CONTROLS AND PROCEDURES


Part II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

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


Part I - Financial Information

Item 1.  Financial Statements:

                       POP N GO, INC. and SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                March 31, 2004
                                  (Unaudited)
                                                     March 31,
                                                       2004
                                   ASSETS          (Unaudited)


Current assets
  Cash and cash equivalents                    $      2,413
  Accounts receivable, net of allowance for
    doubtful accounts of $2,444                       2,026
  Prepaid expenses and other current assets           1,876
                                                   ---------
      Total current assets                     $      6,315

Rental equipment, net                                89,050
Furniture and equipment, net                          6,372
Other assets                                          4,975
                                                   ---------
    Total assets                               $    106,713
                                                   =========

         LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities

  Short-term notes payable                     $    881,673
  Loan payable - related party                      240,000
  Convertible debt, net                           2,537,044
  Accounts payable                                  497,897
  Consulting payable                                343,393
  Accrued liabilities                             1,723,362
  Customer deposits                                  64,576
                                                  ---------
    Total current liabilities                   $ 6,287,946
                                                  ---------
Commitments and Contingencies

Shareholders' deficit

  Common stock, par value $0.001
  authorized 100,000,000 shares,
  issued and outstanding 94,046,561 shares           94,036
Additional paid-in capital                       11,617,152
Stock to be issued                                  758,172
Accumulated deficit                             (18,681,604)
                                                 ----------
      Total shareholders' deficit                (6,181,234)
                                                 ----------
Total liabilities and shareholders' deficit  $      106,713
                                                 ==========
See accompanying notes to financial statements.



<PAGE>F-2

                        POP N' GO, INC. and SUBSIDIARIES
                            STATEMENTS OF OPERATIONS
                FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED
                            MARCH 31, 2004 AND 2003
                                  (UNAUDITED)

<table>
<caption>

                                                     <c>                             <c>
                                                    THREE MONTH PERIODS              SIX MONTH PERIODS
                                                            ENDED                          ENDED
                                               MARCH 31, 2004  MARCH 31, 2003  MARCH 31, 2004  MARCH 31, 2003
                                                 ----------      ----------     ----------      ----------

Equipment sales                                 $         -   $       6,990    $     3,495   $      31,975
Revenue share income                                 18,263          23,634         37,309          50,456
                                                 ----------      ----------     ----------      ----------
   Total                                             18,263          30,624         40,804          82,431

Cost of goods sold - equipment                            -          22,514         15,185          37,713
Cost of goods sold - revenue share                   28,621          21,895         47,027          45,658
share income                                     ----------      ----------     ----------      ----------
   Total                                             28,621          44,409         62,212          83,371
                                                 ----------      ----------     ----------      ----------
   Gross loss                                       (10,358)        (13,785)       (21,408)           (940)
                                                 ----------      ----------     ----------      ----------

Operating expenses
      Administrative and general                    279,718         255,692        573,714         720,363
      Development costs                                 829               -          1,429               -
                                                 ----------      ----------     ----------      ----------
Total operating expenses                            280,547         255,692        575,143         720,363
                                                 ----------      ----------     ----------      ----------
Operating loss                                     (290,904)       (269,477)      (596,550)       (721,303)

Other Income (expense):
Interest expense                                   (170,276)       (118,724)      (342,009)       (240,483)
Loss on conversion of debt                                -               -        (33,591)              -
Other income                                         37,500               -         38,352           1,672
                                                 ----------       ---------     ----------       ---------
Loss before income taxes                           (423,680)       (388,201)      (933,798)       (238,811)
Provision for income taxes                                -               -         (2,400)              -
                                                 ----------       ---------     ----------       ---------
Net Loss                                        $  (423,680)  $    (388,201)   $  (936,198)  $    (960,114)
                                                ============   =============   ============   =============
Basic and diluted weighted average number
    Of common stock outstanding                  94,036,561      89,069,894     92,364,430      82,669,894
                                                 ==========      ==========     ==========      ==========

Loss per share:                                 $   (0.005)     $    (0.004)   $   (0.010)     $    (0.012)
                                                 ==========      ===========    ==========      ===========

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



See accompanying notes to financial statements.

</table>

<PAGE>F-3

                        POP N GO, INC. and SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE six MONTHS PERIODS ENDED
                            MARCH 31, 2004 AND 2003
                                  (UNAUDITED)


                                                    SIX MONTH PERIODS ENDED

                                                MARCH 31, 2004  MARCH 31, 2003
                                                 (unaudited)     (unaudited)
                                                  ----------     ----------

Cash flows used in operating activities
   Net loss                                      $ (936,198)     $ (960,114)

Adjustments to reconcile net loss to net
cash used in operating activities:
   Depreciation and amortization                     37,964          88,376
   Issuance of common stock for services             39,500         120,000
   Shares to be issued for loan incentive            69,190          27,550
   Recovery of rental inventory                     (37,500)              -
   Loss on conversion of debenture                   33,591               -
   Gain on sale of rental equipment                    (852)              -
Increase (decrease) in:
   Accounts receivable                               (1,094)          1,330
   Inventories                                            -          27,878
   Prepaid expenses and deposits                     12,760          (4,475)
   Accounts payable and accrued expenses            317,202         338,621
                                                   ---------       ---------
                                                   (465,437)       (360,834)
Cash flows from investing activities:
   Proceeds from sale of rental equipment              2,495              -
                                                  ----------     ----------
Cash flows from financing activities:
   Proceeds from sale of convertible
    Debentures, net                                  237,569        162,017
   Proceeds from note payable                        227,500        192,000
   Payment on note payable                            (2,000)             -
                                                  ----------     ----------
Net cash provided by financing                       463,069        354,017
activities                                        ----------     ----------

Net increase in cash and cash                            127         20,766
equivalents
Cash and cash equivalents,
  beginning of period                                  2,286          4,566
                                                  ----------      ---------
Cash and cash equivalents,
  end of period                                 $      2,413    $    25,332
                                                  ==========      =========
Supplemental disclosure of
  cash flow information:

   Cash paid during the period for:
     Interest                                   $    311,009    $   240,483
                                                  ==========      =========

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

See accompanying notes to financial statements.

<PAGE>F-4


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



1. Summary of significant accounting policies:

Basis of quarterly presentation:  The accompanying quarterly financial
statements of Pop N Go, Inc. and subsidiaries (the "Company") have been prepared
in conformity with generally accepted accounting principles and pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC") and, in
the opinion of management, reflect all adjustments, which are necessary to
present fairly the results of operations for the periods ended March 31, 2004
and 2003.

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

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

Issuance of shares for service

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

Major customer

Three major customers provided 63% of the sales for the period ended March 31,
2004. The total account receivable balance for these customers as of March 31,
2004 was $1,514. Two Major customers provided 53% of the sales for the period
ended March 31, 2003 and total accounts receivable from them as of March 31,
2003 was $2829.

Major vendor

One major vendor provided 24% of the purchase for the period ended March 31,
2004. The Company did not have accounts payable to this vendor as of March 31,
2004. There was no major vendor for the period ended March 31, 2003.

Reclassifications

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

2. Recent pronouncements:

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

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


3. Debt financing:

Short-term notes:

For the period ended March 31, 2004, the Company received proceeds of $227,500
from the issuance of short-term notes.  The short-term notes have a flat amount
of interest totaling $36,000 and are due within 90 days from the date of
issuance.  Three notes that expired during the quarter for an aggregate total of
$70,000 and were renewed for an additional 90 days and have a flat amount of
interest totaling $11,750 additional in interest. The short-term notes offer
incentives totaling 5,800,000 shares of common stock amounting $69,190 which are
to be issued at March 31, 2004.

Convertible debts:

During the period ended March 31, 2004, the Company raised capital through the
placement of convertible promissory notes in the amount of $197,569.  The
interest rates are 12% to 15% and due dates of these notes are starting October
1, 2004 to March 23, 2005.

Loss per share:

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

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

4. Equity:

Common stock

During the six months ended March 31, 2004, the Company had the following common
stock issuances:

The Company issued 3,000,000 common stock shares valued at $39,500 to
consultants in exchange for services. The Company issued 2,666,666 common stock
shares valued at $40,000 for the conversion of convertible debentures. The
Company recorded $33,591 loss on the conversion.

For the period ended March 31, 2004, the company recorded 5,800,000 shares to be
issued per loan agreements amounting to $69,190

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

The Company paid $0 for income tax and $311,009 for interest for the ended March
31, 2004. The Company paid $0 for income tax and $240,483 for interest for the
period ended March 31, 2003.

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

The Company issued 3,000,000 common stock shares valued at $39,500 to
consultants in exchange for services. The Company issued 2,666,666 common stock
shares valued at $40,000 for the conversion of convertible debentures. The
Company recorded $33,591 loss on the conversion.

For the period ended March 31, 2004, the company recorded 5,800,000 shares to be
issued per loan agreements amounting to $69,190

For the period ended March 31, 2004, the company has recover rental equipments
in an amount of $37,500. It was written off in 2002.



6. Going concern issues:

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

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

7. Subsequent events

Subsequent to the quarter ended March 31, 2004, the Company filed a Schedule 14A
Definitive Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934 seeking a consensus to amend the Articles of Incorporation to
increase the authorized shares from 100,000,000 to 300,000,000. The closing date
of the consensus is May 28, 2004.

Subsequent to the quarter ended March 31, 2004, the Company issued a $7,500
short-term promissory note payable.  The note is due on September 26, 2004 bears
a $1,250 fixed interest payment, plus the issuance of 150,000 shares of common
stock.

Subsequent to the quarter ended March 31, 2004, the Company issued a $7,500
short-term promissory note payable.  The note is due on August 1, 2004 bears a
$1,250 fixed interest payment, plus the issuance of 150,000 shares of common
stock.

Subsequent to the quarter ended March 31, 2004, the Company issued a $7,500
short-term promissory note payable.  The note is due on July 6, 2004 bears a
$1,250 fixed interest payment, plus the issuance of 250,000 shares of common
stock.

Subsequent to the quarter ended March 31, 2004, the Company issued a $20,000
convertible debenture. The debenture is due on April 1, 2005, bears interest at
15% per annum that is payable quarterly, and is convertible at the rate of
500,000 shares of common stock per $10,000 at any time before maturity.

Subsequent to the quarter ended March 31, 2004, the Company issued a $10,000
convertible debenture.  The debenture is due on April 6, 2005, bears interest at
14% per annum that is payable quarterly, and is convertible at the rate of
500,000 shares of common stock per $10,000 at any time before maturity.

Subsequent to the quarter ended March 31, 2004, the Company issued a $5,000
convertible debenture.  The debenture is due on April 21, 2005, bears interest
at 12% per annum that is payable quarterly, and is convertible at the rate of
500,000 shares of common stock per $10,000 at any time before maturity.

Subsequent to the quarter ended March 31, 2004, the Company issued a $10,000
convertible debenture.  The debenture is due on April 26, 2005, bears interest
at 14% per annum that is payable quarterly, and is convertible at the rate of
500,000 shares of common stock per $10,000 at any time before maturity.

Subsequent to the quarter ended March 31, 2004, the Company issued a $20,000
convertible debenture. The debenture is due on May 8, 2005, bears interest at
14% per annum that is payable quarterly, and is convertible at the rate of
500,000 shares of common stock per $10,000 at any time before maturity.

ITEM 2. Management's Discussion and Analysis Of Financial Condition and Results
of Operations

Subsequent to the quarter ended March 31, 2004, the Company agreed to sell up to
$5,000,000 of the Company's Common Stock to Cornell Capital Partners LP (Cornell
Capital) over the course of 24 months after an effective registration of the
shares. The stock issued under the securities laws of United States under
Regulation D. The purchase price is set at 98% of the market Price. On May 14,
2004, the Company issued 4,000,000 shares of the Company's common stock to
Cornell Capital. In addition, 1,800,000 shares is reserve in Cornell Capital's
name for conversion in near future. In the event that the Company exercises its
right of redemption for either all or a portion of the outstanding convertible,
the investor shall receive for every $100,000 invested a warrant to purchase
50,000 shares of common stock. The warrant will be exercisable on a cash basis
and will have a piggy-back registration rights and survive for two years from
the closing date. Per the agreement, the Company shall file a registration
statement with the United States Securities Exchange Commission within 30 days
of the Closing date. In the event the registration statement is not declared
effective within 90 days, then the Company shall pay to the investors 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 outstanding, as liquidated damages.
Cornell Capital Partners, LP or its assignee shall receive cash compensation
equal to 10% of the gross proceeds as its fees and expenses. Upon closing. The
Company shall issue the purchaser a restricted stock certificate in an amount of
$250,000 worth of stock.

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

Three Months Ended March 31, 2004 Versus Period Ended March 31, 2003

Results of Operations The Company incurred a net loss of $423,680 for the period
ended March 31, 2004 as compared to a net loss of $388,201 for the period ended
March 31, 2003.  This loss represents a loss from operations of $290,904 and
$269,477 for the period ended March 31, 2004 and 2003, respectively.  The net
loss also includes interest expense and other income totaling $132,776 and
$188,724 for the three months ended March 31, 2004 and 2003, respectively.

Total equipment sales for the period ended March 31, 2004 were $0 as compared to
$6,990 for the period ended March 31, 2003.  This represents a decrease in
equipment sales of 100.00% over the same period in the prior year.  Total
revenue share income for the period ended March 31, 2004 was $18,263 as compared
to $23,634 for the period ended March 31, 2003.  This represents a decrease in
revenue share income of 22.70% over the same period in the prior year. The
Company expects its recently launched public school revenue share program to
make a substantial contribution to revenue share revenues during the 3rd quarter
of FY 2004.

Total cost of goods sold for equipment sales for the period ended March 31, 2004
was $0 as compared to $22,512 for the period ended March 31, 2003. The gross
profit on the equipment sales went from -222.10% for the period ended March 31,
2003 to 0% for the period ended March 31, 2004.  Total cost of goods sold for
revenue share for the period ended March 31, 2004 was $28,621 as compared to
$21,895 for the period ended March 31, 2003.

Total operating expenses consist primarily of general and administrative
expenses, with only 0.3% being the development costs. For the period ended March
31, 2004, total operating expenses were $279,718.  For the period ended March
31, 2003, total operating expenses were $255,692.  This represents a 9.0%
increase over the same period in the prior year.

Interest expense and other income went from $118,724 for the period ended March
31, 2003 to $170,966 for period ended March 31, 2004.  This increase was due to
the additional issuance of convertible and short-term notes.

Six Months Ended March 31, 2004 Versus Period Ended March 31, 2003

Results of Operations The Company incurred a net loss of $936,199 for the period
ended March 31, 2004 as compared to a net loss of $960,114 for the period ended
March 31, 2003.  This loss represents a loss from operations of $596,550 and
$721,303 for the period ended March 31, 2004 and 2003, respectively.  The net
loss also includes interest expense and other income totaling $337,248 and
$238,811 for the six months ended March 31, 2004 and 2003, respectively.

Total equipment sales for the period ended March 31, 2004 were $3,495 as
compared to $31,975 for the period ended March 31, 2003.  This represents a
decrease in equipment sales of 89.07% over the same period in the prior year.
Total revenue share income for the period ended March 31, 2004 was $37,309 as
compared to $50,456 for the period ended March 31, 2003.  This represents a
decrease in revenue share income of 26.06% over the same period in the prior
year. The Company expects its recently launched public school revenue share
program to make a substantial contribution to revenue share revenues during the
3rd quarter of FY 2004.

Total cost of goods sold for equipment sales for the period ended March 31, 2004
was $15,185 as compared to $37,713 for the period ended March 31, 2003. The
gross profit on the equipment sales went from -17.95% for the period ended March
31, 2003 to 334.48% for the period ended March 31, 2004.  Total cost of goods
sold for revenue share for the period ended March 31, 2004 was $47,027 as
compared to $45,658 for the period ended March 31, 2003.

Total operating expenses consist primarily of general and administrative
expenses, with only 0.2% being the development costs. For the period ended March
31, 2004, total operating expenses were $575,143.  For the period ended March
31, 2003, total operating expenses were $720,363.  This represents a 25.2%
decrease over the same period in the prior year.

Interest expense and other income went from $238,811 for the period ended March
31, 2003 to $337,248 for period ended March 31, 2004.  This increase was due to
the additional issuance of convertible and short-term notes.

Liquidity and Capital Resources

As of March 31 2004, the Company had cash and cash equivalents of $2,413 as
compared to cash and cash equivalents of $25,332 as of March 31, 2003.  At March
31, 2003, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of ($4,726,968) as compared to a
working capital deficiency (total current liabilities in excess of current
assets) of ($6,281,631) as of March 31, 2004.  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 $425,473 for period
ended March 31, 2004, as compared to the net cash of $360,834 used in operating
activities for the period ended March 31, 2003.  Net cash from financing
activities was $423,069 for period ended March 31, 2004, as compared to $354,017
for the period ended March 31, 2003.

Impairment of Goodwill

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

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

Loans

The Company is currently experiencing difficulties in meeting its debt
obligations.  The Company has been able to generate cash through private
placements of the Company's common stock. However, due to cash flow problems,
nearly all of the convertible debt placed prior to 12/31/02 is currently in
default.  Management has initiated negotiations with its convertible debt
holders to convert approximately $2 million of convertible debt into equity.  To
meet the Company's cash obligations, the Company has signed a Standby Equity
Distribution Agreement with an investment fund for $5,000,000. The Agreement
allows the Company, upon its Registration Statement being declared effective by
the SEC, to issue shares to the investment fund, at the Company's option, for up
to a maximum value of $5 million.  The Company expects investment capital from
the above placement to begin funding in July 2004.

Management's Strategy

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

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

Branax, LLC

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

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

Critical Accounting Policies

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

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

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

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

Recent Accounting Pronouncements

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

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

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


PART II - OTHER INFORMATION


Item 1. Legal Proceedings.

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


Item 2. Changes in Securities

                None.


Item 3. Defaults in Senior Securities

                None.


Item 4. Submission of Matters to Vote of Security Holders

                None.


Item 5. Other Information

                None.


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

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

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

3.(ii)* Bylaws

31.1    Certification of Chief Executive Officer/Chief Financial
        Officer  pursuant to Rule 13A-14 of the Securities
        Exchange Act of 1934.



32.1    Certification of Chief Executive Officer/Chief Financial Officer
        pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section
        906 of the Sarbanes-Oxley Act of 2002.



*Incorporated by reference to Registrant's Form SB-2 Registration Statement
filed on February 11, 2000.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Los Angeles, State of California, on the 21th day of
May 2004.

POP N GO, INC.

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