U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

                Quarterly Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                For the Quarterly Period Ended September 30, 2003

                         Commission File Number 0-10229

                               POGO! PRODUCTS LTD.
                               -------------------
          (Exact name of small business issuer as specified in charter)

                              NORTHWEST GOLD, INC.
                              --------------------
                                  (Former Name)

                                     Nevada
         (State of either jurisdiction of incorporation or organization)

                                   81-0384984
                        (IRS Employer Identification No.)

                             590 West Central Avenue
                                     Suite E
                                 Brea, CA 92821
                    (Address of principal executive offices)

                                  714-671-1854
                           (Issuer's telephone number)

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  X  No   .
                                                              ---   ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest  practicable  date: As of November 26, 2003,  there were
19,270,005 common shares issued and outstanding.





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                                     PART I

ITEM 1. FINANCIAL STATEMENTS.

     Our unaudited financial  statements for the nine months ended September 30,
2003, are attached hereto.

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

     The following  discussion  should be read in conjunction with our unaudited
financial  statements and notes thereto included herein. In connection with, and
because  we desire to take  advantage  of the "safe  harbor"  provisions  of the
Private  Securities  Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following  discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange  Commission.  Forward looking
statements are statements not based on historical  information  and which relate
to future  operations,  strategies,  financial  results  or other  developments.
Forward looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business,  economic and competitive
uncertainties and  contingencies,  many of which are beyond our control and many
of which,  with  respect to future  business  decisions,  are subject to change.
These  uncertainties and contingencies can affect actual results and could cause
actual results to differ  materially from those expressed in any forward looking
statements  made by us, or on our behalf.  We disclaim any  obligation to update
forward-looking statements.

Overview

     Pogo!  Products Ltd, f/k/a  Northwest  Gold, Inc. ("we," "us," "our" or the
"Company") is a Nevada  corporation.  Effective  June 17, 2003,  pursuant to the
terms  of an  agreement  between  us  and  PoGo!  Products,  Inc.,  ("PoGo"),  a
California  corporation (the "Agreement"),  we acquired all of PoGo's issued and
outstanding  shares of common  stock in  exchange  for  12,000,000  "restricted"
shares of our Common Stock. As a result,  PoGo now is a wholly-owned  subsidiary
of our  Company.  Also as a result of the  closing of the  Agreement,  our prior
management  resigned  their  respective  positions  with  our  Company  and were
replaced by the management of PoGo.

     Further as a result of the closing of the Agreement, our principal business
changed.  As of the date of this  report,  we are  engaged  in the  business  of
development and marketing of products for the personal digital audio and digital
video  markets.   We  develop  these  products  internally  and  with  exclusive
relationships  with  research and  development  companies  located in the United
States and abroad. Our products are manufactured in Far East Asia,  primarily in
Korea and China and are marketed through multiple  distribution  channels,  both
foreign and  domestic  and  through our own and partner web sites.  We intend to
continue to expand our

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operations and have recently  released two new product lines to the marketplace,
the Radio Yourway AM-FM Recorder and Audiorave, a thumb drive MP3 player. We had
previously  announced  the release of  Ripflash  and  Flipster  in our  previous
quarterly report. Our Ripflash line has several products, including the Ripflash
Plus,  DX,  Trio and  Pro-2,  each of which are MP3  players  capable  of direct
encoding. Flipster has all of the features of an MP3 player, plus video. Each of
these new product lines have received favorable editorial and customer reviews.

     On September 23, 2003, we held a special meeting of  shareholders  pursuant
to notice,  wherein we adopted an  Agreement  and Plan of Merger with one of our
wholly owned subsidiaries,  Pogo! Products Ltd., in order to effectuate a change
in our domicile  from Wyoming to Nevada and to change the name of our Company to
"Pogo! Products Ltd.," among other matters. See "Part II, Item 4," below.

Critical Accounting Policies

     We believe  the  following  critical  accounting  policies  affect our more
significant  judgments and estimates used in the preparation of our consolidated
financial statements.

     REVENUE  RECOGNITION  - We  record  estimated  reductions  to  revenue  for
customer programs and incentive  offerings including special pricing agreements,
price  protection,  promotions  and  other  volume-based  incentives.  If market
conditions were to decline,  we may take actions to increase customer  incentive
offerings possibly resulting in an incremental  reduction of revenue at the time
the  incentive is offered.  We maintain  allowances  for  doubtful  accounts for
estimated  losses resulting from the inability of our customers to make required
payments.  If the  financial  condition of our  customers  were to  deteriorate,
resulting  in the  impairment  of their  ability  to make  payments,  additional
allowances may be required.

     INVENTORY  - We write down our  inventory  for  estimated  obsolescence  or
unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand and market
conditions.  If actual market conditions are less favorable than those projected
by management, additional inventory write-downs may be required.

     The  following  information  is intended to highlight  developments  in our
operations  to  present  our  results  of  operations,  to  identify  key trends
affecting our businesses and to identify other factors  affecting our results of
operations for the nine month periods ended September 30, 2003 and 2002.

Results of Operations

Comparison of Results of Operations for the Nine Months Ended September 30, 2003
and 2002

     Our sales revenues  increased to $1,310,207 for the nine month period ended
September 30, 2003, from $698,455 for the similar period in 2002, an increase of
$611,752 (88%). This

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increase in revenues  was mainly  attributable  to the  introduction  of our new
product  lines   discussed   above,   which  has  provided  us  with  additional
distribution channels. Our cost of goods sold during the nine month period ended
September 30, 2003, was $1,070,169,  compared to $484,333 for the similar period
ended  September  30, 2002,  an increase of $585,836  (121%).  This increase was
attributable to our increased revenues.

     During the nine month period ended September 30, 2003, selling, general and
administrative  costs  increased by $377,963,  from  $523,491 for the nine month
period ended  September  30,  2002,  to $901,454 for the nine month period ended
September  30, 2003 (72%).  This  increase  is  primarily  due to an increase of
approximately $200,000 in salaries paid, insurance costs,  professional fees and
sales commissions  paid.  Relevant to salaries paid, this increase was primarily
as a result of our adding  additional  employees,  including our Chief Financial
Officer,  our Vice  President  of Sales and  Marketing  and our chief  engineer.
During the nine month period ended September 30, 2002, we experienced a one time
charge of  approximately  $69,000 for engineering  fees,  which were paid to the
former employer of our current engineer for his consulting fees.

     As a result,  we generated a net loss of $662,216 for the nine months ended
September 30, 2003 ($0.05 per share), compared to a net loss of $310,169 for the
nine months ended September 30, 2002 ($0.04 per share).

Liquidity and Capital Resources

     At  September  30,  2003,  we had  $4,274 in cash and cash  equivalents,  a
decrease  of  $238,613  from  December  31,  2002.  This  decrease  in cash  was
attributable to increased  operating  expenses.  Subsequently,  we have obtained
additional equity capital. See "Part II, Item 2. Changes in Securities," below.

     Net cash used in  operating  activities  during the nine month period ended
September 30, 2003 was $559,735, versus $201,713 for the same period in 2002. In
part, this was due to increased general and  administrative  expenses  discussed
above. In addition,  accounts receivable  decreased by $428,677 to $247,028 from
$683,705 at December  31,  2002,  which is also  attributable  to our  increased
general and administrative expenses.  Accounts payable and accrued expenses also
decreased by $782,858 from December 31, 2002. Our inventory on hand at September
30,  2003 was  $208,020,  a decrease  of  $606,491  from the  December  31, 2002
balance.

     As of September 30, 2003,  we owed the principal  balance of $35,010 to one
of our shareholders,  which entity is controlled by our Chief Executive Officer.
This obligation is unsecured, non-interest bearing and due upon demand.

     As  discussed  herein,  we have been  attempting  to  utilize  the  limited
operating capital available to us to purchase additional  inventory,  especially
with the holiday season imminent.  Relevant thereto,  our management and some of
our employees  have agreed to waive a portion of their  salaries in exchange for
issuance to them of shares of our "restricted" common stock.

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In lieu of  September  and  October  2003  salaries  totaling  $65,250,  we have
promised to issue 108,600 and 217,000  shares,  respectively.  If we are able to
raise a minimum  of  $300,000  within  60 days,  we have  reserved  the right to
repurchase  these  shares at the price of $.20 per share,  which  price is lower
than the market  price of our common  stock.  All  references  to our issued and
outstanding  shares of common  stock  included in this report do not include the
promised shares.

     In the past, we have been dependent  upon capital  raised  through  private
placements  of  equity,  as well as equity  contributions  from  management,  to
commence and implement  our business  operation.  We have  incurred  losses from
operations  since inception and even if we meet our  expectations as to revenues
to be generated over the next 12 months,  management anticipates that we require
an additional infusion of funds to finance our operations during this time. Such
funds may be in the form of additional  equity  investment,  stockholder  loans,
bank loans or some other sources.  There can be no assurance that such financing
will be obtained, or if obtained,  the terms of such financing will be favorable
to us.

     Therefore,  our success  will,  in part,  be dependent  upon our ability to
raise  additional  capital to  continue as a going  concern.  Unless we begin to
generate  profits from our operations in the near future,  of which there can be
no  assurance,  the failure to infuse  additional  capital  into our Company may
force  management to curtail  certain  expenditures  and product  introductions,
which may affect our ability to fully implement our business plan.  These issues
raise substantial doubt about our ability to continue as a going concern.

Subsequent Event

     In  response  to our need for  additional  capital,  we have  entered  into
discussions with various  unaffiliated parties who have expressed an interest in
providing us the necessary capital. As a result, in November 2003, we executed a
non-binding  term sheet with La Jolla Cove Investors,  Inc., San Francisco,  CA,
("LJCI") a privately  held fund manager.  The terms of this  proposed  financing
provide for the  issuance of a  convertible  debenture in the amount of $300,000
and the purchase of $3,000,000 of our stock. The debenture is convertible at the
lesser  of $.50 per share or 80% of the  average  of the  three  lowest  closing
prices  during  the 20  trading  days prior to the  election  to  convert  being
exercised.  The debenture is convertible upon issuance,  earns interest at 7.75%
per annum and the principal  and any unpaid  interest are due two years from the
date of issuance.  LJCI has further  agreed in principle to convert a minimum of
5% ($15,000) of the  debenture  and purchase a minimum of $150,000  worth of our
common stock on a monthly basis. The purchase price for our common stock will be
the  conversion  price of the debenture at the time of  conversion.  The initial
draw down of $150,000, minus costs attributable to the preparation and filing of
a registration statement to be filed with the Securities and Exchange Commission
(estimated  to  be  $50,000),   shall  occur  upon  the  closing  of  definitive
agreements,  which are in the process of being prepared.  Thereafter,  LJCI will
meet  its  aforesaid   obligations  upon  the  effectiveness  of  the  aforesaid
registration  statement.  However,  there can be no assurances that a definitive
agreement with LJCI will be executed or that we will obtain the aforesaid  funds
within the time parameters explained herein, or at all.


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Trends

     Our current business plan provides for us to introduce several new products
over the next few  months,  including  (i) a hard  drive  20gb hard  disk  based
product.  This product is scheduled  for  delivery  beginning in December  2003.
Based upon pre sale activities,  significant interest has been expressed in both
our US and Canadian  distribution  channels.  We are  currently  accepting  back
orders; (ii) the first AM/FM radio recorder,  Radio Yourway,  which is currently
being marketed on our web site, as well as several other e-tailers. We expect to
begin a radio  advertising  campaign  over the next 12 months to bring  consumer
awareness  to this  unique  product;  and (iii)  the  TCR-500  Universal  Remote
Control,  which is scheduled  for delivery  beginning in September  2003. We are
currently shipping this universal remote.

     Our  future  success is  dependent  upon our  ability  to raise  additional
capital.  As of the date of this report,  we are attempting to raise $1 million,
to be primarily  utilized to expand our  inventory in  expectation  of increased
holiday sales, as well as for accounts receivable. While there are no definitive
agreements to provide this funding to us, we are  confident  that we will obtain
these necessary  funds.  However,  no assurances can be provided that we will be
able to obtain this financing.

     In the  event we do  receive  these  additional  funds,  we also  intend to
establish  receivable  financing  for a short  term,  as  well  as to  establish
relationships  with  financial  institutions  to provide  lines of  credit.  Our
current  margins on our new products are better as a result of our  establishing
better  relationships  with new suppliers.  During 2004, we expect to be able to
create internal designs for new products and additional  product mix, which will
also result in larger margins. The margins on our old products were slimmer than
industry standards.

     If these  factors  occur and if economic  conditions  in the United  States
improve, we expect to reach  profitability in April 2004. However,  there can be
no  assurances  that our forecasts  will be accurate,  or that the factors cited
above will occur.

Inflation

     Although our operations are influenced by general economic  conditions,  we
do not believe that inflation had a material effect on the results of operations
during the six months ended September 30, 2003.

Risk Factors

     An  investment  in our  common  stock  involves a high  degree of risk.  In
addition to the other information in this report,  you should carefully consider
the following risk factors  before  deciding to invest or maintain an investment
in shares of our common stock. If any of the following risks actually occurs, it
is likely that our business,  financial condition and operating results would be
harmed.  As a result,  the trading price of our common stock could decline,  and
you could lose part or all of your investment.

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WE HAVE  INCURRED  SIGNIFICANT  LOSSES AND MAY CONTINUE TO INCUR  LOSSES.  IF WE
CONTINUE TO INCUR LOSSES, WE MAY HAVE TO CURTAIL OUR OPERATIONS.

     Since  the  inception  of our  business  in August  2001,  we have not been
profitable and we may not be profitable in the foreseeable future. Historically,
we have relied upon cash from operations and financing activities to fund all of
the cash requirements of our business and have incurred  significant  losses. As
of September 30, 2003, we had an accumulated  deficit of  $1,353,118.  We cannot
predict if we will be profitable in future quarters and we may continue to incur
losses  for an  indeterminate  period of time and may never  achieve  or sustain
annual  profitability.  An extended period of losses may result in negative cash
flow and may prevent us from  operating or  expanding  our  business.  We cannot
assure you that our business will ever become continuously profitable or that we
will ever  generate  sufficient  revenues to meet our  expenses  and support our
operations.  Even if we are able to achieve  profitability,  we may be unable to
sustain or increase our profitability on a quarterly or annual basis.

WE REQUIRE ADDITIONAL CAPITAL IN ORDER TO IMPLEMENT OUR BUSINESS PLAN.

     Based on current  levels of operations and planned  growth,  our management
anticipates  that the cash generated from  operations  will not be sufficient to
meet our  needs  for the next 12  months.  In order  to  implement  our  current
business plan, we will require  additional  funding.  There is no assurance that
adequate  funds,  whether  through  equity  financing,  debt  financing or other
sources,  will be available when needed or on terms  acceptable to us.  Further,
any such funding may result in  significant  dilution to existing  stockholders.
The inability to obtain  sufficient  funds from operations and external  sources
when needed would have a material  adverse  affect on our  business,  results of
operations and financial condition.  See "Liquidity and Capital Resources" above
for a discussion of events relating to our raising additional equity capital.

OUR  CONCENTRATION  OF SALES TO THREE MAJOR  CUSTOMERS MAY ADVERSELY  AFFECT OUR
BUSINESS  IF ANY ONE OR  MORE OF THEM  DECIDES  TO  DISCONTINUE  PURCHASING  OUR
PRODUCTS.

     During  the  first  nine  months  of 2003,  net  sales  to our two  largest
customers represented 14% and 12%,  respectively,  of total net sales. Our sales
and our  profitability  would be adversely  affected if any one or more of these
customers ceased  purchasing from us. We have no guarantee that we would be able
to replace the loss of such sales with  existing or new customers or in a timely
manner to avoid an adverse financial impact to our business.

OUR  CONCENTRATION OF SUPPLIERS MAY ADVERSELY AFFECT OUR BUSINESS IF ANY OF THEM
DECIDE TO DISCONTINUE SELLING TO US.

     During the first nine months of 2003,  two suppliers  accounted for 65% and
14% of our cost of sales.  Our sales and our  profitability  would be  adversely
affected if either of these

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suppliers  ceased  selling to us. We have no guarantee  that we would be able to
replace the loss of such  suppliers with existing or new  manufacturers  or in a
timely manner to avoid an adverse financial impact to our business.

FIERCE  COMPETITION  IN THE  RETAIL  PORTABLE  AUDIO  AND  CONSUMER  ELECTRONICS
MARKETPLACE  MAY CAUSE A DECLINE IN OUR REVENUES  AND FORCE US TO REDUCE  PRICES
FOR OUR PRODUCTS.

     All of our revenues have been derived from two products in a single product
line. The market for our products is highly competitive. Our competitors include
Samsung,  Irock,  Creative  Lab and Apple  Computers,  each of whom have greater
financial  resources than those  currently  available to us. We believe that the
strategy  of certain of our  current  and  potential  competitors  is to compete
largely  on the basis of  price,  which may  result  in lower  prices  and lower
margins  for our  products  or  otherwise  adversely  affect  the market for our
products.  There can be no assurance that we will be able to continue to compete
successfully in the marketplace.

MANY OF OUR  COMPETITORS  HAVE  GREATER  RESOURCES  THAN US. IN ORDER TO COMPETE
SUCCESSFULLY,  WE MUST  KEEP  PACE  WITH OUR  COMPETITORS  IN  ANTICIPATING  AND
RESPONDING  TO  RAPID  CHANGES  IN  THE  RETAIL   PORTABLE  AUDIO  AND  CONSUMER
ELECTRONICS INDUSTRIES.

     Our future  success  will  depend  upon our  ability to enhance our current
products  and services  and to develop and  introduce  new products and services
that keep pace with  technological  developments,  respond  to the growth in the
retail  portable  audio and  consumer  electronics  markets in which we compete,
encompass evolving consumer requirements,  provide a broad range of products and
achieve  market  acceptance of our products.  Many of our existing and potential
competitors have larger technical staffs,  more established and larger marketing
and sales  organizations and significantly  greater financial  resources than we
do. Our lack of resources  relative to our  competitors  may cause us to fail to
anticipate or respond  adequately  to  technological  developments  and consumer
requirements or may cause us to experience  significant  delays in developing or
introducing new products and services. These failures or delays could reduce our
competitiveness, revenues, profit margins and market share.

OUR LACK OF LONG-TERM  PURCHASE ORDERS OR COMMITMENTS  MAY ADVERSELY  AFFECT OUR
BUSINESS IF DEMAND DECLINES.

     During the nine month period ended September 30, 2003,  sales of our retail
portable  audio  products  accounted for all of our total net sales.  We have no
long-term  contracts  with our consumer  electronics  retailers and no long-term
purchase  orders or  commitments.  Rather,  our retailers  issue purchase orders
requesting  the quantities of portable  audio or consumer  electronics  products
that they  desire to  purchase  from us, and if we are able and  willing to fill
those orders,  then we fill them under the terms of the contracts.  Accordingly,
we cannot rely on long-term  purchase  orders or  commitments to protect us from
the  negative  financial  effects of a decline in demand for our  products  that
could  result from a general  economic  downturn,  from  changes in the portable
audio and consumer electronics marketplaces, including the entry of new

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competitors into the market,  from the introduction by others of new or improved
technology,  from an unanticipated shift in the needs of our retailers,  or from
other causes.

OUR  BUSINESS  COULD  SUFFER IF WE ARE  UNABLE TO OBTAIN OUR  PRODUCTS  FROM OUR
SUPPLIERS.

     Most of our products are  available  from  multiple  sources.  However,  we
currently obtain most of our products from limited  sources.  We have, from time
to time,  experienced  difficulty  in obtaining  some  products.  We do not have
guaranteed supply  arrangements  with any of our suppliers,  and there can be no
assurance  that our  suppliers  will continue to meet our  requirements.  If our
existing suppliers are unable to meet our requirements,  we could be required to
find other suppliers or even eliminate  products from our product line.  Product
shortages  could limit our sales capacity and also could result in lower margins
due to higher product costs  resulting from limited supply or the need to obtain
substitute  products  which  are  available  only at higher  costs.  Significant
increases in the prices of our products  could  adversely  affect our results of
operations because our products compete on price and,  therefore,  we may not be
able  to  pass  along  price  increases  to our  retailers.  Also,  an  extended
interruption  in the  supply of  products  or a  reduction  in their  quality or
reliability  would  adversely  affect our  financial  condition  and  results of
operations  by operations  by impairing  our ability to timely  deliver  quality
products to our retailers.  Delayed product  deliveries due to product shortages
or other factors may result in  cancellation  by our retailers of all or part of
their orders. We cannot assure you that cancellations will not occur.

OUR  DEPENDENCE  ON SALES OF OUR MP3 AND RADIO  YOURWAY  PRODUCTS  COULD  HAVE A
MATERIAL  ADVERSE  EFFECT ON OUR  BUSINESS  IF THE  MARKET  FOR  THOSE  PRODUCTS
DECLINES.

     Net sales of our MP3 and related media products accounted for approximately
all of our net sales to date.  Although we intend to introduce products in other
segments of the consumer  electronics  market,  our current line of products are
expected to continue to account for a  substantial  majority of our sales for at
least the next year. A decline in the demand or average  selling  prices for our
existing products, whether as a result of new competitive product introductions,
price competition, excess supply, technological changes or otherwise, would have
a material adverse effect on our sales and operating results.

IF WE FAIL TO KEEP PACE WITH THE RAPID  TECHNOLOGICAL  CHANGES THAT CHARACTERIZE
THE  MARKETPLACE  FOR OUR  PRODUCTS,  WE WILL LIKELY  EXPERIENCE  A  SIGNIFICANT
DECLINE IN OUR COMPETITIVE  ADVANTAGE  RESULTING IN A MATERIALLY NEGATIVE IMPACT
ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

     The  markets  for  our  products  are  characterized  by  rapidly  changing
technology,  evolving industry standards, frequent new product introductions and
rapid product obsolescence.  Product life cycles in the markets for our products
often  range  from as few as three up to  twelve  months.  We  believe  that our
success will be substantially dependent upon our ability to continue to

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develop and introduce  competitive  products and  technologies on a timely basis
with  features and  functions  that meet  changing  consumer  requirements  in a
cost-effective  manner.  Even if we are successful in the development and market
introduction of new products,  we still must correctly  forecast consumer demand
for those  products to avoid  either  excessive  unsold  inventory  or excessive
unfilled orders related to our products. The task of forecasting consumer demand
is  extremely  difficult  for new products for which there is little or no sales
history,  and for  indirect  channels,  where  our  customers  are not the final
end-users.  Moreover,  whenever we offer new products, we also must successfully
manage the resulting  obsolescence  and price erosion of our older products,  as
well as any resulting price  protection  charges and inventory  returns from our
retailers.   Accordingly,  if  we  are  unable  to  keep  pace  with  the  rapid
technological  changes  within the  marketplace  for our products,  or unable to
manage  effectively the  introduction of new products,  our business,  financial
condition and results of operations will be negatively impacted.

WE RELY  HEAVILY  ON OUR  MANAGEMENT,  AND  THE  LOSS OF  THEIR  SERVICES  COULD
ADVERSELY AFFECT OUR BUSINESS.

     Our success is highly dependent upon the continued  services of key members
of our  management,  including  our  founder,  Chairman  of the  Board and Chief
Executive Officer,  David Ahn. Mr. Ahn has developed personal contacts and other
skills  that we rely upon in  connection  with our  financing,  acquisition  and
general   business   strategies.   Mr.  Ahn  has  also  developed  key  personal
relationships  with our vendors and  frequently is  extensively  involved in our
sales and promotional  efforts with our key customers.  Although we have entered
into an  employment  agreement  with  Mr.  Ahn,  that  agreement  is of  limited
duration.  Consequently, the loss of Mr. Ahn or one or more other key members of
management could adversely affect our business.

OUR FAILURE TO MANAGE GROWTH EFFECTIVELY COULD IMPAIR OUR BUSINESS.

     Our  expansion  into new product  categories  in the  consumer  electronics
marketplaces  has required and will continue to require  significant  investment
and  management  attention  to improve our  information  systems,  product  data
management,  control  accounting,  telecommunications  and  networking  systems,
coordination  of  suppliers  and  distribution  channels,  and general  business
processes and  procedures.  We are  continuing to expand our product base in the
consumer   electronics   marketplace  and  expect   significant   challenges  in
coordinating supply and distribution processes in what we hope will be a rapidly
growing product category.

     Subject to receipt of additional  financing,  which cannot be assured,  our
strategy envisions a period of rapid growth that may impose a significant burden
on our  administrative  and  operational  resources.  Our ability to effectively
manage growth will require us to  substantially  expand the  capabilities of our
administrative  and  operational  resources  and to attract,  train,  manage and
retain qualified marketing, technical support, customer service, sales and other
personnel.  There can be no  assurance  that we will be able to do so. If we are
unable to successfully  manage our growth, our business,  prospects,  results of
operations and financial condition could be materially and adversely affected.

                                                                              10

<PAGE>

POLITICAL AND ECONOMIC  INSTABILITY IN EAST ASIA COULD HAVE AN ADVERSE IMPACT ON
THE SUPPLY OF OUR  PRODUCTS  WHICH COULD  MATERIALLY  AND  ADVERSELY  AFFECT OUR
BUSINESS.

     We order nearly all of our  products  from large  manufacturing  facilities
located primarily in Korea and the People's Republic of China. In the event of a
severe  political  disruption in the  governments of any country located in East
Asia, the economic  ramifications  to our suppliers could be  devastating.  As a
result,  our ability to conduct  operations  might be  materially  and adversely
affected.  In addition,  our suppliers acquire  components and raw materials for
the  manufacturing of our products from a number of countries,  many of which do
not conduct  business in United States  dollars.  Any severe  fluctuation in the
value of foreign  currencies  could  materially  increase  our costs to purchase
products.  Accordingly, as a result of political or economic instability in East
Asia, our operations could be materially and adversely affected. In addition, an
expansion  of  the  outbreak  of  SARS  could  result  in   disruption   of  the
manufacturing of our suppliers,  which would materially and adversely affect our
operations.

WE HAVE  RECENTLY  ADOPTED  A NEW  BUSINESS  PLAN AND AS A  RESULT,  THERE IS NO
RELIABLE  HISTORY FOR THE  TRADING OF OUR COMMON  STOCK,  WHICH COULD  RESULT IN
SUBSTANTIAL LOSSES FOR INVESTORS PURCHASING SHARES OF OUR COMMON STOCK.

     The  market  prices  of  securities  of  technology-based   companies  have
historically been highly volatile.  We have recently acquired a new business and
implemented  a new business  plan.  As a result,  the market price of our common
stock may  fluctuate  in response to the  following  factors,  many of which are
beyond our control:

     -    changes in market  valuations  of similar  companies  and stock market
          price and volume fluctuations generally;

     -    economic conditions specific to the consumer electronics industry;

     -    announcements  by us or our  competitors of new or enhanced  products,
          technologies  or  services  or  significant  contracts,  acquisitions,
          strategic relationships, joint ventures or capital commitments;

     -    fluctuations in our quarterly or annual operating results;

     -    additions or departures of key personnel; and

     -    future sales of our common stock or other securities.

     The  price  at  which  you  purchase  shares  of  common  stock  may not be
indicative  of the  price of our stock  that will  continue  to  prevail  in the
trading  market.  You may be unable to sell  your  shares of common  stock at or
above your purchase price, which may result in substantial losses to you.

                                                                              11

<PAGE>

BECAUSE WE ARE SUBJECT TO THE "PENNY STOCK" RULES, THE LEVEL OF TRADING ACTIVITY
IN OUR STOCK MAY BE LIMITED.

     Broker-dealer  practices in connection with  transactions in "penny stocks"
are  regulated  by penny  stock rules  adopted by the  Securities  and  Exchange
Commission.  Penny stocks, like shares of our common stock, generally are equity
securities with a price of less than $5.00 (other than securities  registered on
some national securities  exchanges or quoted on Nasdaq).  The penny stock rules
require a  broker-dealer,  prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized  risk disclosure  document that
provides information about penny stocks and the nature and level of risks in the
penny stock  market.  The  broker-dealer  also must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer and its salesperson in the transaction,  and, if the broker-dealer
is the sole market  maker,  the  broker-dealer  must  disclose this fact and the
broker-dealer's presumed control over the market, and monthly account statements
showing the market value of each penny stock held in the customer's  account. In
addition,  broker-dealers  who sell  these  securities  to  persons  other  than
established  customers and  "accredited  investors"  must make a special written
determination  that the penny stock is a suitable  investment  for the purchaser
and receive the purchaser's written agreement to the transaction.  Consequently,
these  requirements  may  have the  effect  of  reducing  the  level of  trading
activity,  if any, n the  secondary  market for a security  subject to the penny
stock  rules,  and  investors  in our common stock may find it difficult to sell
their shares.

BECAUSE OUR STOCK IS NOT LISTED ON A NATIONAL SECURITIES EXCHANGE,  YOU MAY FIND
IT DIFFICULT TO DISPOSE OF OUR COMMON STOCK.

     Our common stock trades under the symbol "PGOI" on the OTC Bulletin  Board.
Because our stock  trades on the OTC  Bulletin  Board  rather than on a national
securities  exchange,  you may find it  difficult  to either  dispose  of, or to
obtain quotations as to the price of, our common stock.

INVESTORS SHOULD NOT EXPECT TO RECEIVE A DIVIDEND IN THE FUTURE.

     No dividend has been paid on any of our securities since inception and none
is contemplated at any time in the foreseeable future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our financial statements,  which have been prepared in
accordance with accounting  principals  generally accepted in the United States.
The preparation of these financial  statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses, and related disclosure of contingent assets and liabilities. On an on-
going basis,  we evaluate our  estimates,  including  those  related to customer
programs and

                                                                              12

<PAGE>

incentives,   product  returns,  bad  debts,  inventories,   income  taxes,  and
contingencies and litigation. We base our estimates on historical experience and
on various  other  assumptions  that are  believed  to be  reasonable  under the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.

ITEM 4.  CONTROLS AND PROCEDURES

     Our Chief  Executive  Officer and Chief  Financial  Officer (our  principal
executive  officer  and  principal   financial  officer,   respectively),   have
concluded,  based on their  evaluation as of November 25, 2003, (the "Evaluation
Date"),  that  the  design  and  operation  of  our  "disclosure   controls  and
procedures"  (as defined in Rules  13a-14(c) and 15d-14(c)  under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act")), are effective to ensure
that  information  required  to be  disclosed  by us in  the  reports  filed  or
submitted  by us under the  Exchange Act is  accumulated,  recorded,  processed,
summarized  and reported to our  management,  including our principal  executive
officer and our principal  financial  officer,  as  appropriate  to allow timely
decisions regarding whether or not disclosure is required.

     There were no significant  changes in internal controls or in other factors
that could  significantly  affect internal controls subsequent to the Evaluation
Date, nor were there any significant  deficiencies or material weaknesses in our
internal  controls.  As  a  result,  no  corrective  actions  were  required  or
undertaken.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     In July 2003,  we were served with a complaint  relating to a class  action
lawsuit  commenced  against all MP3 marketers,  advertisers and manufacturers in
the  State  of  California,  alleging  misrepresentation  of  the  file  storage
capabilities  of MP3 players.  We have  retained  legal counsel to represent and
defend us. As of the date of this report,  the outcome of this matter  cannot be
determined,  as the  case  is  still  in  its  early  stage  of  discovery.  Any
unfavorable outcome arising from this case could adversely affect our results of
operations.

     We are not presently involved in any other material  litigation nor, to our
knowledge,  is any other material litigation threatened against us or any of our
properties,  other than routine  litigation  arising in the  ordinary  course of
business. See Notes to Financial Statements.

ITEM 2. CHANGES IN SECURITIES

     In September 2003, we entered into a Regulation S Stock Purchase  Agreement
with Californian  Securities S.A., a Panamanian  company.  Relevant thereto,  we
issued an  aggregate  of  1,900,000  shares  of our  common  stock and  received
aggregate net proceeds of $140,760

                                                                              13

<PAGE>

therefrom  (approximately  $0.07 per share).  We relied upon the exemption  from
registration  afforded by Regulation S promulgated  under the  Securities Act of
1933, as amended, to issue these securities.

     As  discussed  herein,  we have been  attempting  to  utilize  the  limited
operating capital available to us to purchase additional  inventory,  especially
with the holiday season imminent.  Relevant thereto,  our management and some of
our employees  have agreed to waive a portion of their  salaries in exchange for
issuance  to  them  of  shares  of our  "restricted"  common  stock.  In lieu of
September and October 2003 salaries totaling $65,250,  we have promised to issue
108,600 and 217,000 shares,  respectively.  If we are able to raise a minimum of
$300,000  within 60 days, we have reserved the right to repurchase  these shares
at the price of $.20 per share,  which  price is lower than the market  price of
our common stock. All references to our issued and outstanding  shares of common
stock included in this report do not include the promised  shares.  We intend to
rely upon the  exemption  from  registration  afforded by Section 4(2) under the
Securities Act of 1933, as amended, to issue these securities.

Subsequent Event

     In November  2003, we executed an addendum to the aforesaid  agreement with
Californian  Securities S.A. and their assigns,  which provides for our issuance
of up to an additional  1,000,000 shares of our common stock at a purchase price
of $.075 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

     On September 23, 2003, we held a special meeting of  shareholders  pursuant
to notice,  wherein we (i) adopted an  Agreement  and Plan of Merger with one of
our wholly owned  subsidiaries,  Pogo!  Products  Ltd. in order to  effectuate a
change in our  domicile  from  Wyoming to Nevada;  (ii)  changed the name of our
Company  to "Pogo!  Products  Ltd.";  and (iii)  ratified  a Stock  Option  Plan
previously  adopted  by our  Board  of  Directors,  reserving  an  aggregate  of
2,400,000 shares of our common stock for issuance under the Plan.

ITEM 5. OTHER INFORMATION - None


                                                                              14

<PAGE>

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

     (a) Exhibits

         31.      Certification of Financial Statements in accordance with
                  Section 302 of the Sarbanes-Oxley Act of 2002

         32.      Certification of Financial Statements in accordance with
                  Section 906 of the Sarbanes-Oxley Act of 2002

     (b) Reports on Form 8-K.

     On or about September 2, 2003, we filed a report on Form 8-K, advising that
effective  September  2,  2003,  the  firm  of  Grant  Thornton,   LLP,  ("Grant
Thornton"),  our independent  accountant for the seven months ended December 31,
2002,  was  dismissed as a result of a change in our  control.  This report also
advised that we retained the firm of Singer  Lewack  Greenbaum & Goldstein  LLP,
Los Angeles,  California,  to audit our financial  statement for our fiscal year
ending  December 31, 2003,  and include such report as part of our annual report
on Form  10-KSB for our fiscal  year ended  December  31,  2003.  This change in
independent accountants was approved by our Board of Directors.  This report was
amended on or about  September  18, 2003 and November 18, 2003.  We did not file
any other reports on Form 8-K during the three month period ended  September 30,
2003.

                                                                              15

<PAGE>








                                TABLE OF CONTENTS

                                                                    Page

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

     Consolidated Balance Sheet                                     2 - 3

     Consolidated Statements of Operations                            4

     Consolidated Statements of Cash Flows                          5 - 6


Notes to Consolidated Financial Statements                         7 - 16

                                                                              16

<PAGE>


                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                         September 30, 2003 (unaudited)


                                     ASSETS



Current assets
   Cash and cash equivalents                                            $  4,274
   Accounts receivable, net of allowance for doubtful
                 accounts of $24,905                                     222,123
   Subscription receivable                                                51,480
   Inventory                                                             199,924
                                                                        --------

         Total current assets                                            477,801
                                                                        --------

Property and equipment, net                                               17,210
Other assets                                                               2,795
                                                                        --------

         Total assets                                                   $497,806
                                                                        ========

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

                                       2
                                                                              17

<PAGE>

                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                         September 30, 2003 (unaudited)


                      LIABILITIES AND STOCKHOLDERS' DEFICIT


Current liabilities
   Accounts payable                                                 $   471,509
   Accrued expenses                                                      66,253
   Due to stockholder                                                    35,010
   Reserve for customer returns and allowances                          118,964
                                                                    -----------

         Total current liabilities                                      691,736
                                                                    -----------

Commitments and contingencies

Stockholders' deficit
   Common stock, $0.001 par value
          200,000,000 shares authorized
          16,000,000 shares issued and outstanding                       16,000
   Additional paid-in capital                                         1,106,708
   Common stock, committed, 650,000 shares                               51,480
   Accumulated deficit                                               (1,368,118)
                                                                    -----------

         Total stockholders' deficit                                   (193,930)
                                                                    -----------

         Total liabilities and stockholders' deficit                $   497,806
                                                                    ===========

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

                                       3

                                                                              18

<PAGE>

<TABLE>

                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
   For the Three and Nine Months Ended September 30, 2003 and 2002 (unaudited)




<CAPTION>
                               For the Three Months Ended      For the Nine Months Ended
                                       September 30,                  September 30,
                              ----------------------------    ----------------------------
                                  2003             2002           2003             2002
                              ------------    ------------    ------------    ------------
<S>                           <C>             <C>             <C>             <C>
Net sales                     $    225,947    $    359,850    $  1,310,207    $    698,455

Cost of sales                      222,081         271,849       1,070,169         484,333
                              ------------    ------------    ------------    ------------

Gross profit                         3,866          88,001         240,038         214,122

Operating expenses                 427,121         135,552         916,454         523,491
                              ------------    ------------    ------------    ------------

Loss before provision for
         income taxes             (423,255)        (47,551)       (676,416)       (309,369)

Provision for income taxes              --              --             800             800
                              ------------    ------------    ------------    ------------

Net loss                      $   (423,255)   $    (47,551)   $   (677,216)   $   (310,169)
                              ============    ============    ============    ============

Basic and diluted loss per
         share                $      (0.03)   $      (0.01)   $      (0.06)   $      (0.04)
                              ============    ============    ============    ============

Basic and diluted weighted-
         average common
         shares outstanding     16,000,000       7,246,377      12,216,919       7,246,377
                              ============    ============    ============    ============
</TABLE>

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

                                       4

                                                                              19

<PAGE>


                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOW
        For the Nine Months Ended September 30, 2003 and 2002 (unaudited)



Cash flows from operating activities                        2003         2002
                                                         ---------    ---------
    Net loss                                             $(677,216)   $(310,169)
    Adjustments to reconcile net income to net cash
      used in operating activities:
       Depreciation and amortization                         2,566        4,001
       Bad debt expense                                      8,753           --
       Common stock issued for services rendered             7,285           --
       Stock option granted for services rendered           15,000           --
Services contributed to Company                                 --       79,618
       (Increase) decrease in
         Accounts receivable                               428,677     (277,591)
         Inventory                                         606,491     (520,746)
         Other assets                                       10,000           --
       Increase (decrease) in:
         Accounts payable                                 (768,681)     719,605
         Accrued expense                                   (14,177)      25,069
         Reserved for customer returns and allowances     (126,953)      78,500
                                                         ---------    ---------

              Net cash used in operating activities       (508,255)    (201,713)
                                                         ---------    ---------

Cash flows from investing activities
    Purchase of property and equipment                      (9,368)      (3,000)
                                                         ---------    ---------

              Net cash used in investing activities         (9,368)      (3,000)
                                                         ---------    ---------

Cash flows from financing activities
    Loan from Shareholder                                   35,010           --
    Subscription receivable                                (51,480)          --
    Contributed Capital                                         --      184,425
    Issuance of common stock                               295,480           --
                                                         ---------    ---------

              Net cash provided by financing activities    279,010      184,425
                                                         ---------    ---------

              Net decrease in cash and cash equivalents   (238,613)     (20,288)

Cash and cash equivalents, beginning of period             242,887       15,561
                                                         ---------    ---------

Cash and cash equivalents, end of period                 $   4,274    $  (4,727)
                                                         =========    =========

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

                                       5

                                                                              20

<PAGE>


                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOW
        For the Nine Months Ended September 30, 2003 and 2002 (unaudited)


                Supplemental disclosure of cash flow information

                                                            2003         2002
                                                         ---------    ---------

    Interest paid                                        $       -    $       -
                                                         =========    =========

    Income taxes paid                                    $     800    $     800
                                                         =========    =========

Supplemental schedule of non-cash financing activities
During the nine months ended September 30, 2003, the Company completed the
following:

     o    issued  259,493  shares  common  stock  valued at $25,715 for services
          rendered  during the year ended  December 31, 2002

     o    issued  1,256,039  shares  of common  stock as  payment  for  accounts
          payable of $260,000


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

                                       6

                                                                              21

<PAGE>


                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)



                                       15

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS

     Pogo! Products,  Ltd (formerly known as Northwest Gold, Inc.) is engaged in
     the  business of  development  and  marketing  of products for the personal
     digital  audio and  digital  video  markets.  It  develops  these  products
     internally and with exclusive  relationships  with research and development
     companies  located  in the United  States  and  abroad.  Its  products  are
     manufactured  in Far East  Asia,  primarily  in Korea  and  China,  and are
     marketed through multiple distribution channels,  both foreign and domestic
     and through its own and partner Web sites. Pogo! Products,  Ltd is based in
     Brea, California,  and was originally  incorporated in the state of Wyoming
     on August 29,  1977 under the name of Silco,  Inc.  The name was changed in
     August 1979 to Norwest Gold, Inc. In 2003,  Pogo!  Products,  Ltd moved its
     domicile to the State of Nevada,  and changed its legal name from Northwest
     Gold, Inc. to Pogo! Products, Ltd.

     On June 16, 2003,  Northwest  Gold Inc.  ("Northwest  Gold") entered into a
     Share Exchange Agreement, whereby it acquired all of the outstanding common
     stock of Pogo! Products, Inc. ("Pogo") from Pogo's shareholders in exchange
     for an aggregate of  12,000,000  restricted  shares of newly issued  common
     stock, and Pogo became a wholly owned subsidiary of Northwest Gold. As part
     of the transaction,  on or before July 17, 2003, the principal  shareholder
     of Northwest Gold canceled  3,809,794 of the shares in Northwest Gold owned
     by it in order to  establish  the number of issued and  outstanding  common
     shares of Northwest Gold at 16,000,000 shares (75% owned by the former Pogo
     shareholders,  25% by the remaining  shareholders of Northwest Gold).  Pogo
     was incorporated on August 6, 2001 as a California "C" corporation.


     In  addition,   the  former   principal   shareholder   and  certain  other
     shareholders  of  Northwest  Gold  executed  lock-up  agreements   covering
     3,214,388  shares of Northwest Gold then owned by them (equal to 20% of the
     16,000,000 shares  outstanding  after the cancellation  referred to above),
     prohibiting  sale of any of the  locked  shares  without  Northwest  Gold's
     consent until September 12, 2003. As part of the Share Exchange  Agreement,
     Northwest Gold agreed to give these shareholders anti-dilution rights until
     the first to occur of 180 days after the closing  (i.e.  December 14, 2003)
     or that time when their share ownership falls to 688,060 or fewer shares or
     termination  of the lock up period.  Finally,  on June 28, 2003,  Northwest
     Gold's  current  officers  and  directors  resigned  and were  replaced  by
     officers and directors selected by Pogo's management.

     For  accounting   purposes,   the   transaction   has  been  treated  as  a
     re-capitalization  of Pogo, with Pogo as the accounting  acquirer  (reverse
     acquisition).  The  operations  of the Company for the period  prior to the
     merger are those of Pogo.

                                       7

                                                                              22

<PAGE>


                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)

NOTE 1 - ORGANIZATION AND LINE OF BUSINESS (Continued)

     In accordance with reverse acquisition accounting, the transaction has been
     valued  at  the  value  of  Northwest  Golds'  assets  at the  time  of the
     transaction.  Northwest Gold had minimal assets and liabilities at the date
     of the acquisition  and did not have  significant  operations  prior to the
     acquisition. Therefore, pro forma information is not presented.

     On July 25, 2003,  the  directors of Northwest  Gold voted to effectuate an
     "F" Reorganization whereby the domicile of the corporation would be changed
     from the State of Wyoming to the State of Nevada, with Pogo! Products, Ltd.
     to be the surviving  corporation.  On October 1, 2003, Pogo!  Products Ltd.
     filed its articles of incorporation in the State of Nevada.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation
     ---------------------------

     The  consolidated   financial  statements  include  the  accounts  of  Pogo
     Products,  Ltd  and  its  wholly  owned  subsidiary,  Pogo  Products,  Inc.
     (collectively,  the "Company").  All significant inter-company accounts and
     transactions are eliminated in consolidation.

     Basis of Presentation
     ---------------------

     The accompanying financial statements have been prepared in conformity with
     accounting  principles  generally  accepted in the United States of America
     for interim financial  information and with the instructions to Form 10-QSB
     and  Regulations  S-B.  Accordingly,   they  do  not  include  all  of  the
     information  and  footnotes  required by  accounting  principles  generally
     accepted in the United States of America for complete financial statements.
     In the opinion of management,  all normal, recurring adjustments considered
     necessary  for a  fair  presentation  have  been  included.  The  financial
     statements  should  be read  in  conjunction  with  the  audited  financial
     statements  and notes thereto  included in the  Company's  Annual Report on
     Form 10-KSB for the year ended December 31, 2002. The results of operations
     for the nine months ended September 30, 2003 are not necessarily indicative
     of the results that may be expected for the year ended December 31, 2003.

     Going Concern
     -------------

     The  Company  has  received a report  from its  independent  auditors  that
     includes an  explanatory  paragraph  describing  the  uncertainty as to the
     Company's  ability  to  continue  as  a  going  concern.   These  financial
     statements  contemplate  the ability to continue as such and do not include
     any adjustments that might result from this uncertainty.

                                       8

                                                                              23

<PAGE>

                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Revenue Recognition
     -------------------

     Revenues are  recognized  upon (i)  shipment of the products to  customers,
     (ii) when collection of the outstanding  receivable is probable,  and (iii)
     the final price of the product is  determined.  Revenues are shown net of a
     reserve for  returns and an  allowance  for price  protection.  The Company
     provides an allowance for returned merchandise based upon experience.

     Cash and Cash Equivalents
     -------------------------

     For purpose of the  statements  of cash flows,  the Company  considers  all
     highly  liquid  investments  purchased  with  original  maturities of three
     months or less to be cash equivalent.


     Inventory
     ---------

     Inventory  is  stated  at the  lower  of  cost  or  market  (estimated  net
     realizable value). Cost is determined using the average cost method,  which
     approximates the first-in,  first-out method. Net realizable value is based
     on forecasts for sales of the Company's  products in the ensuing years. The
     industry  in  which  the  Company   operates  is   characterized  by  rapid
     technological  advancement  and  change.  Should  demand for the  Company's
     products  prove to be  significantly  less than  anticipated,  the ultimate
     realizable  value of the Company's  inventory could be  substantially  less
     than the amount shown on the accompanying condensed balance sheet.


     Property and Equipment
     ----------------------

     Property and equipment are stated at cost.  Depreciation  is provided using
     the  straight-line  method over  estimated  lives of three to seven  years.
     Leasehold improvements are amortized over the shorter of the remaining life
     of the lease or the estimated useful life of the improvement.

     Expenditures  for  maintenance  and repairs are  charged to  operations  as
     incurred while renewals and betterments are capitalized. Gains or losses on
     the sales of property and  equipment  are  reflected in the  statements  of
     operations.

     Impairment of Long Lived Assets
     -------------------------------

     The Company reviews its long-lived assets for impairment whenever events or
     changes in circumstances  indicate that the carrying amount of an asset may
     not be  recoverable.  Recoverability  of  assets  to be  held  and  used is
     measured by a comparison of the carrying amount of the assets to future net
     cash  flows  expected  to be  generated  by the  assets.  If the assets are
     considered to be impaired,  the  impairment to be recognized is measured by
     the  amount by which the  carrying  amount  exceeds  the fair  value of the
     assets. To date, impairment has not occurred.

                                       9

                                                                              24

<PAGE>
                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     Fair Value of Financial Instruments
     -----------------------------------

     The  Company's  financial  instruments  include cash and cash  equivalents,
     accounts  receivable,  accounts  payable,  and accrued  expenses.  The book
     values of all other financial  instruments are representative of their fair
     values.


     Warranties
     ----------

     The  Company  provides  limited  warranties  of one  year  from the date of
     purchase of its products. No accrual has been made for warranty liabilities
     because they are not expected to be significant.


     Concentration of Credit Risk
     ----------------------------

     The Company  extends  credit to its customers and performs  ongoing  credit
     evaluations of such  customers.  The Company does not obtain  collateral to
     secure  its  accounts  receivable.   The  Company  evaluates  its  accounts
     receivable  on a  regular  basis for  collectibility  and  provides  for an
     allowance for potential credit losses as deemed necessary.

     Two customers  accounted for 12% and 14% of the Company's product sales for
     the nine months ended  September 30, 2003.  At September 30, 2003,  amounts
     due  from  these  two  customers  accounted  for  0% and  24%  of  accounts
     receivable,  respectively.  For the three months ended  September 30, 2003,
     four customers accounted for 10%, 12%, 14% and 16% of the Company's product
     sales.  At  September  30,  2003,  amounts  due from these  four  customers
     accounted  for 0%, 0%, 27% and 24% of  accounts  receivable,  respectively.
     Three  customers  accounted for 12%, 16% and 19% of the  Company's  product
     sales for the nine months ended  September 30, 2002. At September 30, 2002,
     amounts due from these three  customers  amounted  to 15%,  41%,  and 1% of
     accounts  receivable.  For the three  months  ended  September  2002,  four
     customers  accounted  for 12%,  17%, 23% and 34% of the  Company's  product
     sales.  At  September  30,  2002,  amounts  due from these  four  customers
     amounted to 15%, 15%, 1% and 41% of accounts receivable.

     Two suppliers  accounted for 65% and 14% of the Company's cost of sales for
     the nine months ended  September 30, 2003. Two suppliers  accounted for 44%
     and 40% of the Company's cost of sales for the nine months ended  September
     30, 2002.

                                       10

                                                                              25

<PAGE>
                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     Loss per Share
     --------------

     The  Company  discloses  loss per share in  accordance  with  Statement  of
     Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per Share."
     Basic loss per share is  computed  by  dividing  loss  available  to common
     shareholders by the weighted -average number of common shares  outstanding.
     Diluted  loss per share is computed  similar to basic loss per share except
     that the  denominator  is  increased  to include  the number of  additional
     common  shares that would have been  outstanding  if the  potential  common
     shares had been issued and if the additional common shares were dilutive.


     Income Taxes
     ------------

     The company  utilizes SFAS No. 109,  "Accounting  for Income  Taxes," which
     requires the  recognition  of deferred tax assets and  liabilities  for the
     expected  future tax  consequences of events that have been included in the
     financial  statements or tax returns.  Under this method,  deferred  income
     taxes  are  recognized  for  the  tax   consequences  in  future  years  of
     differences  between  the tax bases of  assets  and  liabilities  and their
     financial  reporting amounts at each year-end based on enacted tax laws and
     statutory tax rates  applicable to the periods in which the differences are
     expected to affect taxable income.  Valuation  allowances are  established,
     when necessary,  to reduce deferred tax assets to the amount expected to be
     realized.


     Advertising Expense
     -------------------

     The Company  expenses all  advertising  costs,  including  direct  response
     advertising, as they are incurred.  Advertising expense for the nine months
     ended  September  30, 2003 and 2002 was $39,421 and $82,442,  respectively.
     Advertising  expense for the three months ended September 30, 2003 and 2002
     was $15,391 and $27,340, respectively.

     Estimates
     ---------

     The  preparation  of  financial  statements  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amounts  of  revenue  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

                                       11

                                                                              26

<PAGE>
                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     Recently Issued Accounting Pronouncements
     -----------------------------------------

     In April 2003, the Financial  Accounting  Standards  Board ("FASB")  issued
     SFAS No. 149,  "Amendment of Statement 133 on  Derivative  Instruments  and
     Hedging  Activities."  SFAS No.  149 amends and  clarifies  accounting  and
     reporting for derivative  instruments and hedging activities under SFAS No.
     133,  "Accounting for Derivative  Instruments and Hedging Activities." SFAS
     No. 149 is effective  for  derivative  instruments  and hedging  activities
     entered into or modified  after June 30, 2003,  except for certain  forward
     purchase  and  sale  securities.  For  these  forward  purchase  and  sales
     securities,  SFAS No. 149 is effective for both new and existing securities
     after June 30, 2003. This statement is not applicable to the Company.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS  No.  150  establishes  standards  for how an  issuer  classifies  and
     measures  in  its  statement  of  financial   position  certain   financial
     instruments  with  characteristics  of  both  liabilities  and  equity.  In
     accordance with the standard, financial instruments that embody obligations
     for the issuer are required to be classified as  liabilities.  SFAS No. 150
     will be effective for financial  instruments entered into or modified after
     May 31, 2003 and otherwise  will be effective at the beginning of the first
     interim  period  beginning  after  June 15,  2003.  This  statement  is not
     applicable to the Company.


NOTE 3 - PROPERTY AND EQUIPMENT

     Property and equipment at September 30, 2003 consisted of the following:

                  Computers                                     $       3,000
                  Equipment                                            16,368
                  Furniture and fixtures                                7,585
                                                                -------------

                                                                       26,953
                  Less accumulated depreciation                         9,743
                                                                -------------

                  Total                                         $      17,210
                                                                =============

     Depreciation  expense  was  $2,566 and  $4,001  for the nine  months  ended
     September 30, 2003 and 2002,  respectively.  Depreciation  expense was $494
     and  $1,019  for the  three  months  ended  September  30,  2003 and  2002,
     respectively.

                                       12

                                                                              27

<PAGE>
                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)



NOTE 4 - RESERVE FOR CUSTOMER RETURNS AND ALLOWANCES

     Reserve for customer returns and allowances at September 30, 2003 consisted
     of the following:


                  Returns                                       $    118,964
                                                                ------------
                  Total                                         $    118,964
                                                                ============


NOTE 5 - COMMITMENTS AND CONTINGENCIES

     Litigation
     ----------

     The Company may become  involved in certain  legal  proceedings  and claims
     which arise in the normal course of business.  Management  does not believe
     that the  outcome  of these  matters  will  have a  material  effect on the
     Company's financial position or results of operations.

     The  Company  is  involved  in a  class  action  lawsuit  against  all  MP3
     marketers,  advertisers,  and  manufacturers in the state of California for
     misrepresenting the file storage  capabilities of MP3 players.  The Company
     retained  an outside  attorney to  represent  and defend the  Company.  The
     outcome of the  lawsuit  cannot be  determined  as the case is still in its
     early stage of discovery. Any unfavorable outcome arises from the case will
     adversely affect the Company's operations.


NOTE 6 - SHAREHOLDERS' EQUITY

     Common Stock
     ------------

     During the nine months ended September 30, 2003, the Company  completed the
     following:

          o    In March,  April, and May 2003, issued 2,371,980 shares of common
               stock upon the receipt of funds for $244,000.

          o    In February 2003, issued 1,256,039 shares of stock as payment for
               accounts payable of $260,000.

                                       13

                                                                              28

<PAGE>
                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)



NOTE 6 - SHAREHOLDERS' EQUITY (Continued)

          o    In September  2003, the Company entered into a Regulation S Stock
               Purchase  Agreement  ("Subscription  Agreement") with Californian
               Securities S.A, a Panamanian  business company.  The Subscription
               Agreement calls for Californian Securities S.A. to purchase up to
               1.9  million  shares of the  Company's  common  stock.  The first
               650,000 shares are to be purchased at a fixed price of $0.088 per
               share on  October  8, 2003 and the  balance  of the 1.25  million
               shares are to be purchased on a best efforts  basis at a purchase
               price of 27.5% of the  Company's  stock  price on the trading day
               immediately  preceding  the purchase date from time to time until
               November  24,  2003 at  which  time  the  Subscription  Agreement
               terminates.  The first purchase  notice was made on September 30,
               2003, for which the Company  received $51,480 on October 9, 2003,
               net of a 10%  transaction  fee.  The  Company  received  purchase
               notices from  Californian  Securities S.A ordering 650,000 shares
               at $0.088 and 600,000  shares at $0.070 on October 21, 2003,  and
               on November 14, 2003, respectively, net of a 10% transaction fee.

               In  November  2003,  the  Company  executed  an  addendum  to the
               Subscription  Agreement  which  provides  for the  purchase of an
               additional  1,000,000  shares at a  purchase  price of $0.075 per
               share. To date, no shares have been issued under this addendum.


     Common Stock for Services Rendered
     ----------------------------------

     During the nine months ended September 30, 2003, the Company  completed the
     following:

          o    In May 2003,  issued  86,956  shares of common stock for services
               rendered  valued at $18,000,  which was the fair market  value of
               the services rendered.

          o    In May 2003,  issued  259,493  shares of common  stock  valued at
               $25,715 for services  rendered during the year ended December 31,
               2002.

          o    In  September  2003,  the officers of the Company have elected to
               defer  their  salaries  until  the  Company   improves  its  cash
               position.  In lieu of their  September  and  October  salaries of
               $25,843 and $45,060,  respectively,  the Company has committed to
               issue 108,600 and 217,000  shares of common stock,  respectively.
               If the  Company is able to raise a minimum of $300,000 by January
               31, 2004,  then the Company  reserves the right to purchase  back
               these shares at $0.20 per share.

                                       14

                                                                              29

<PAGE>
                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)



NOTE 6 - SHAREHOLDERS' EQUITY (Continued)

     Stock Option
     ------------

     The Company adopted an incentive and nonqualified stock option plan for its
     employees  effective as of September 23, 2003.  The incentive  stock option
     plan is intended to qualify under Section 422 of the Internal Revenue Code.
     Under the terms of the plan,  options to purchase  common stock are granted
     at not less than the  estimated  fair market value at the date of the grant
     and are exercisable  during  specified  future period.  As of September 30,
     2003, no incentive stock options had been granted to employees.

     Stock Option for Services
     -------------------------

     In May 2003, the Company's  subsidiary,  Pogo!  Products,  Inc.,  granted a
     stock option to a consultant as consideration for public relations services
     to be  provided  over one year  from  the date of the  consulting  services
     agreement.  The consultant was granted an option to purchase 384,615 shares
     of common stock of Pogo!  Products,  Inc. at an exercise  price of $.50 per
     share. The options vest on a pro rata basis over the term of the consulting
     agreement and expire five years from the date of grant.  If the  consulting
     agreement is extended,  then the  consultant  will be granted an additional
     five-year  stock option for as many shares of Pogo!  Products,  Inc. common
     stock that can be  purchased  for $100,000  using the closing  price of the
     Company's  common  stock on the  anniversary  date of the  agreement as the
     exercise   price.   At  September  30,  2003,   the  Company  had  recorded
     compensation  expense of $15,000 for the value of the services  provided by
     the consultant  through that date.  The Company is currently  renegotiating
     the consulting agreement with the consultant.


NOTE 7 - RELATED PARTY TRANSACTIONS

     During the nine months  ended  September  30, 2003,  the Company  purchased
     $62,500  of  inventory  from a  company  that  is  also a  shareholder.  At
     September 30, 2003, the Company had an accounts payable balance due to this
     related entity of $1,046.

     During the nine months  ended  September  30, 2003,  the Company  subleased
     office space to its Chief Executive  Officer on a  month-to-month  basis at
     $2,500 per month.  Rent income from the sublease  amounted to $22,500 as of
     September 30, 2003.

     During the nine months ended  September 30, 2002,  an entity  controlled by
     the Company's Chief  Executive  Officer paid expenses  totaling  $79,618 on
     behalf of the Company.  In September  2003,  the same entity has loaned the
     Company  $35,010.  At September 30, 2003,  the Company had a balance due to
     this related  company of $35,010.  The balance is  unsecured,  non-interest
     bearing, and is due on demand.


                                       15

                                                                              30

<PAGE>
                               POGO! PRODUCTS, LTD
             (FORMERLY KNOWN AS NORTHWEST GOLD, INC.) AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         September 30, 2003 (unaudited)


NOTE 8 - SUBSEQUENT EVENT

     In November  2003,  the Company  executed a non-binding  term sheet with an
     investor. The terms of the proposed financing provide for the issuance of a
     convertible debenture for $300,000 and the purchase of $3,000,000 of common
     stock. The debenture is convertible at the lesser of $0.50 per share or 80%
     of the average of the three  lowest  closing  prices  during the 20 trading
     days prior to conversion. The debenture is convertible upon issuance, earns
     interest at 7.75% per annum and the principal  and any unpaid  interest are
     due two years from the date of issuance. The investor has further agreed in
     principle  to  convert a  minimum  of 5%  ($15,000)  of the  debenture  and
     purchase  common  shares  totaling a minimum of $300,000 on a monthly basis
     with the purchase price for the common stock equal to the conversion  price
     of the  debenture.  The initial draw down of  $150,000,  less costs for the
     filing of a registration  statement for the common stock,  shall occur upon
     the closing of the definitive agreements, which are in the process of being
     completed.   Receipt  of  the  remaining   funds  will  commence  when  the
     registration statement becomes effective.

     In accordance with generally accepted accounting principles, the difference
     between the conversion price of the debenture and the Company's stock price
     on the date of  issuance  of the  debenture  is  considered  to be interest
     expense and will be recognized  in the  statement of operations  during the
     period  from  the  issuance  of the  debenture  to the  time at  which  the
     debenture first becomes  convertible.  The Company will recognize  interest
     expense of $32,143 in the accompanying  statement of operations  during the
     quarter ended December 31, 2003.

                                       16

                                                                              31

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of Section 12 of the Securities and Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                    POGO! PRODUCTS LTD.
                                    (Registrant)

                                    Dated: November 26, 2003


                                    By:s/ Jim LaVoie
                                       -----------------------------------
                                       Jim LaVoie, President and Chief Financial
                                       Officer


                                                                              32