SecProbe.io

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							March 8, 2005
Via U.S. Mail and Facsimile

Melvin Wyman
Chief Executive Officer
Pop N Go, Inc.
12429 East Putnam Street
Whittier, California 90602

RE: 		Pop N Go, Inc.
		Registration Statement on Form SB-2
		File No.: 333-122694
		Filed: February 10, 2005

Dear Mr. Wyman:

	We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM SB-2 FILED FEBRUARY 10, 2005

General

1. Please revise the prospectus to discuss whether you are seeking
shareholder approval to increase the number of authorized shares.
We
note the preliminary proxy statement that was filed in December
2004.
We remind you that you are required to file a definitive proxy
statement prior to mailing the materials to your shareholders.

Prospectus Summary, page 1
Defaults on Convertible Debentures and Promissory Notes
2. We note that you intend to become current on your defaulted
obligations by converting debentures and promissory notes to
common
stock and/or issuing long-term promissory notes.  Please disclose
prominently that that there is no assurance that the holders of
these
debentures and notes will agree to this arrangement.
Consideration
should be given to what, if any, disclosure you should make with
respect to use of the advances under the Equity Distribution
Agreement for repayment of these obligations.
3. We note that you have reached an agreement with one promissory
note holder to repay an obligation prior to February 15, 2005.
Please update this prospectus to the latest practicable date and
disclose whether this repayment occurred and in what form.  For
instance, disclose whether the repayment was in cash or common
stock
and discuss the altered terms of the original obligation.
The Offering, page 2
4. We note your statement in this section and elsewhere that the
total amount of financing that Cornell Capital Partners has
committed
to provide you pursuant to the terms and conditions of the Equity
Distribution Agreement is $5,000,000.  This amount does not appear
to
take into account the 5% underwriting discount retained by
Cornell.
Please revise your disclosure accordingly.
5. Please disclose that due to the dilutive effect of your
financing
arrangements, there is no assurance your shareholders would
authorize
the increase in the number of shares necessary to receive further
advances under the Equity Distribution Agreement.
6. You state that the number of shares of common stock offered is
105,542,499.  Please clarify if this is the correct number of
shares
offered or if the number should be 102,542,499, which is the
number
shown on the cover page.
Risk Factors, page 5
7. The subheadings of several of your risk factors merely state
facts
or uncertainties and do not adequately reflect the risks that
follow.
Please revise your subheadings to succinctly state the risks you
discuss in the text.  Please refer to the following risk factors:
* We May Need To Raise Additional Capital Or Debt Funding To
Sustain
Operations
* We Are Currently In Default On A Substantial Amount Of Our Debt
And
Other Obligations
* Cornell Capital Partners Will Pay Less Than The Then-Prevailing
Market Price Of Our Common Stock Under The Equity Distribution
Agreement

8. The discussion in the risk factor titled "The Price You Pay In
This Offering Will Fluctuate And May Be Higher Or Lower Than The
Prices Paid By Other People Participating In This Offering"
appears
conclusory.  Please elaborate.

We May Not Be Able To Access Sufficient Funds Under The Equity
Line
Of Credit When Needed..., page 10

9. We note your statements that "We are dependent on external
financing to fund our operations.  Our financing needs are
expected
to be substantially provided from the Equity Distribution
Agreement
and the additional secured convertible debentures to be purchased
by
Cornell Capital Partners."  Please clarify here and throughout the
prospectus that this prospectus does not seek to register the
resale
of common stock underlying the convertible debentures to be
purchased
by Cornell Capital.

10. Please include a risk factor that discusses, if true, that a
significant portion of the proceeds received under the Equity
Distribution Agreement will be used to satisfy debt obligations
that
are currently in default and that there will be little if any
proceeds available for business development.

11. You disclose here that you had a working capital deficit of
$7,351,007 for the year ended September 30, 2004.  In your MD&A,
you
disclose this amount is $7,470,070.  Please make the appropriate
revisions.

Forward-Looking Statements, page 10

12. Please remove "will" from the list of words in the third
sentence
in this section.

Use of Proceeds Received Under the Equity Distribution Agreement,
page 13

13. Please clarify that your references to cash advances of
$140,000
every seven trading days or $5,000,000 over 24 months represent
the
gross proceeds prior to the 2 and 5 percent discounts provided to
Cornell.
14. Because there is no guarantee that you will be able to
negotiate
non-cash repayment of your debt obligations, please revise your
use
of proceeds table to include plans to meet your obligations on
this
defaulted debt.  Please refer to Instruction 1 to Item 504 of
Regulation S-B.
15. Please revise footnote 4 so that the reference to "assumed
offering price" reads "assumed market price."
16. Please include in your estimated offering expenses the
8,666,666
shares issued to Cornell Capital and the 333,333 shares issued to
Spencer-Clarke.  Please also disclose that they are included in
the
estimate.

Dilution, page 15

17. Please reconcile the figures for the assumed market price used
in
this section.  At one point you assume a price of $0.025 and later
in
the section you use $0.0160.

18. In the table in this section it appears that your reference to
an
"assumed offering price" should be replaced by a reference to an
"assumed market price."  Please revise accordingly.

19. In the example provided in this section you state that Cornell
would receive a 2% discount to the per-share price equal to
$75,500
on the purchase of 25,000,000 shares of common stock.  However,
the
5% retention fee and offering expenses contemplate the purchase of
75,000,000 shares of common stock.  Please revise accordingly.

20. Please disclose how you treated the 8,666,666 shares issued to
Cornell Capital and the 333,333 shares issued to Spencer-Clarke in
your dilution computations.  If you did not give effect to them,
please disclose why not.

Equity Line of Credit, page 16
21. Please clarify that additional offering expenses will be
incurred
each time you seek to register additional shares to satisfy the
equity line conditions.
22. Please disclose in this section that in order to receive the
full
amount of proceeds under the equity distribution agreement you
would
have to seek shareholder approval for an increase in the number of
your authorized shares.

23. In light of the fact that Cornell may sell shares of your
common
stock corresponding with a particular put on the day notice is
received by Cornell, please advise us as to whether the shares
committed by you as part of the pre-closing share credit will be
available to Cornell to sell during the pricing period.

24. Please expand your discussion of the equity distribution
agreement to include disclosure about the pre-closing share
credit.
Include disclosure about the timing of when you are required to
issue
shares and when you will receive payment for those shares.
Additionally, pleases disclose that if the number of shares
credited
prior to the closing turns out to be more than is required based
on
the closing price that those shares will not be returned to you
after
closing but rather credited to the next advance.
Plan of Distribution, page 18
25. We note your statement that under the Equity Distribution
Agreement, Cornell Capital has agreed not to engage in any short
selling or hedging activity related to your stock.  However, in
Sections 2.2 and 3.10, Cornell is permitted to sell shares of your
stock corresponding with a particular put even if the shares have
not
been delivered.  Please disclose that Cornell can engage in short
sales and cover the position with shares issued under the Equity
Distribution Agreement.

26. Please disclose that the shares issued to Spencer-Clarke
constitute underwriting or dealer compensation.  Please refer to
Item
508 of Regulation S-B.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 19

27. Please revise the Management`s Discussion and Analysis section
to
provide discussion and analysis of known trends, demands,
commitments, events and uncertainties that management views as
most
critical to the company`s revenues, financial position, liquidity,
plan of operations and results of operations; rather than a mere
narrative recitation of the financial statements.  In an effort to
assist you in this regard when responding to the comments below,
please refer to the Commission Guidance Regarding Management`s
Discussion and Analysis of Financial Condition and Results of
Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm.

28. Please discuss in greater detail the business reasons for the
changes between periods in revenue share sales, cost of goods sold
-
revenue share sales, and general and administrative expenses.  In
doing so, please disclose the amount of each significant change in
line items between periods and the business reasons for it.  In
circumstances where there is more than one business reason for the
change, attempt to quantify the incremental impact of each
individual
business reason discussed on the overall change in the line item.
See Item 303(b) of Regulation S-B and Financial Reporting
Codification 501.04.

Results of Operations

Year Ended September 30, 2004 Compared to the Year Ended September
30, 2003, page 20

29. We note your statement that your ability to place a sufficient
number of popcorn machines to generate a profit will be dependent
on
your ability to raise capital for building and placing machines.
Please disclose how many machines you need to place in order to
generate a profit and the costs of building and placing these
machines.

30. You state that total operating expenses for the year ended
September 30, 2003 were $2,232,894.  However, total operating
expenses in your statement of operations is $1,907,230.  Please
make
the appropriate revisions.

31. Please disclose the reasons for the increase in operating
expenses in year ended September 30, 2004 compared to the same
period
in the previous year.

32. Please elaborate on the consulting fees expended in year ended
September 30, 2004 compared to the same period in the previous
year
and the reasons for the increase.

Year Ended September 30, 2003 Compared to the Year Ended September
30, 2002, page 23

33. You state that you incurred a net loss of $1,915,337 for the
year
ended September 30, 2003.  However, the net loss in your statement
of
operations is $1,945,337.  Please make the appropriate revisions.

Convertible Debentures and Promissory Notes, page 23

34. We note your statement that the issuance of new long-term debt
will be under terms that will allow you to make payments out of
positive cash flow expected by the third quarter of 2005.  Please
provide a basis for your expectation of positive cash flow.

35. We note that you have placed $5,000,000 shares of your common
stock into escrow, as collateral to secure the promissory note
issued
to Cornell on February 10, 2005 and that in the event you default
on
the promissory note, Cornell may take the shares in escrow to pay
off
the debt under the promissory note.  Please clarify that these
escrowed shares are not being registered in this offering.

Description of Business, page 30

36. Update this section and the rest of the prospectus to the
latest
practicable date.  In this regard, we note your intention to
introduce the "Hot Nuts" vending machine during the fourth quarter
of
2004.  Please update the status of those plans.

37. We note that 63% of your sales in the period ending March 31,
2004 were generated from three customers.  Please discuss your
dependence on these few major customers in greater detail.  Please
refer to Item 101(b)(6) of Regulation S-B.

38. Disclose the amount of revenues you have recognized under the
Canalport revenue sharing agreement.

Products, page 31

39. Disclose whether you have shipped any machines to the
international market in 2004.

Marketing, page 33
40. Please describe the expenditures and specific initiatives
undertaken to achieve your marketing strategy.
Competition, page 33
41. Please describe your competitive business conditions and your
competitive position in the industry in greater detail.  Disclose
the
names of your major competitors and the percentage of the market
they
control.  Please refer to Item 101(b)(4) of Regulation S-B.

Government Regulation, page 34

42. Please explain what you mean by the fact you have obtained
certification for the European Community and for Mexico, Normas
Officialese Mexicana and obtained listing with Underwriters
Laboratory for the United States and with Canadian Underwriters
Laboratory.
Management, page 35
43. Please provide your sole director`s term of office as required
by
Item 401(a)(3) of Regulation S-B.
Legal Proceedings, page 37
44. With respect to the legal proceedings described, please
provide
all of the information required by Item 103 of Regulation S-B.
Security Ownership Of Certain Beneficial Owners And Management,
page
37
45. Because Cornell owns 7.08% of your outstanding stock, it
appears
that it should be listed as a principal stockholder.
Certain Relationships and Related Transactions, page 38

46. We note that at September 30, 2004, you owed a shareholder of
the
company $240,000 under a loan payable agreement.  Please name the
shareholder as required by Item 404 of Regulations S-B.

Stock Purchase Warrants, page 42

47. You present a table that appears to list the outstanding
warrants
as of January 28, 2005.  The total amount shown at the bottom on
the
table of 13,005,000 warrants  does not agree to the total amount
that
you disclose in the preface of 14,655,000.  Please revise the
table
to include all of your outstanding warrants.

48. Please disclose in a footnote to the table what you mean by
dollar value in the far right column of the table.  Is this the
fair
value of the warrants or the amount of cash you will receive if
these
warrants are exercised?

Legal Matters, page 43
49. Please provide the address of counsel who has passed on the
validity of the securities covered by your registration statement.
Please refer to paragraph 23 of Schedule A to the Securities Act.

Other Expenses Of Issuance And Distribution

50. It would appear that your estimated expenses total $84,783.61
as
opposed to $17,295.20, which is currently listed as the total.
Please revise the table accordingly.
Recent Sales of Unregistered Securities
51. It d