SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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							May 31, 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: May 12, 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

The Offering, page 3

1. We note your response to comment 4 of our March 8, 2005 letter.
However, when referring to the proceeds from the Equity
Distribution
Agreement, please refer to the net amount.

Risk Factors, page 6

2. We note your response to comment 7 of our March 18, 2005 letter
that you "have added the disclosure as requested."  However, there
has been no change to Cornell Capital Partners Will Pay Less Than
The
Then-Prevailing Market Price Of Our Common Stock Under The Equity
Distribution Agreement.

3. We have reviewed your response to comment 11.  Some of the
balances have changed on your September 30, 2004 balance sheet and
therefore, your working capital deficit is no longer $7,351,007.
Please ensure that your disclosure agrees to the amounts that you
present in your balance sheet.  In addition, you disclose that
your
working capital deficit for the year ended September 30, 2004 is
$7,351,007 and $7,470,070 in the same sentence.  Please revise so
both amounts agree to each other.

4. We remind you that working capital is defined as current assets
less current liabilities.  Your calculation of working capital
deficit for the three months ended December 31, 2004 is taking
into
account total assets instead of current assets.  Please revise.

Forward-Looking Statements, page 11

5. We reissue comment 12 of our March 8, 2005 letter.  In this
regard, we note your supplemental response that you have revised
our
disclosure as requested yet the word "will" remains.

Use of Proceeds Received Under the Equity Distribution Agreement,
page 14

6. We reissue comment 15 our March 8, 2005 letter.  In this
regard,
we note your supplemental response that you have revised our
disclosure as requested yet the words "assumed offering price"
remain
in footnote 4.

Dilution, page 16

7. We reissue comment 18 our March 8, 2005 letter.  In this
regard,
we note your supplemental response that you have revised our
disclosure as requested yet the words "assumed offering price"
remain
in the table.

Equity Distribution Agreeement, page 17

8. We have reviewed your response to comment 24 that Cornell is
not
requiring a pre-closing share credit; however this feature is
still a
part of the agreement.  Please advise us on the basis for your
conclusion that Cornell is not requiring the pre-closing share
credit.

Plan of Distribution, page 19

9. Your statements in the last two sentences of the first
paragraph
at the top of page 19 are inconsistent.  Please clearly state
Cornell`s intentions regarding short selling.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 20

10. We have reviewed your response to comment 28.  We continue to
believe that you should 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.  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.

Introduction-Forward Looking Statements, page 20

11. Refer to your statement "Any forward-looking statement speaks
only as of the date on which such statement is made, and Pop N Go
undertakes no obligation to update any forward-looking statement
or
statements to reflect events or circumstances after the date on
which
such statement is made or to reflect the occurrence of
unanticipated
events."  Please confirm supplementally that you are aware of your
responsibility to make full and prompt disclosure of material
facts,
both favorable and unfavorable, regarding your financial
condition,
and that this responsibility may extend to situations where
management knows or has reason to know that previously disclosed
projections no longer have a reasonable basis. See Item 10(d)(3)
of
Regulation S-B.

Results of Operations

Year Ended September 30, 2004 Compared to the Year Ended September
30, 2003, page 21

12. We have reviewed your response to comment 30.  Your disclosure
does not agree to what you currently present as total operating
expenses for 2004 and 2003 in your statement of operations.
Please
revise accordingly.

Liquidity and Capital Resources, page 23

13. Please revise your disclosure of your working capital deficits
at
September 30, 2004 and December 31, 2004 so that the amounts are
calculated using the amounts presented in your balance sheets.

14. You disclose that you had net cash from operating activities
of
$357,763 for the period ended December 31, 2004.  Please revise
this
to state that the net cash was used in operating activities.

Convertible Debentures and Promissory Notes, page 24

15. We note your statement that you have received notice of
acceleration from one promissory note holder and have reached an
agreement to repay the holder prior to February 15, 2005.  Please
update your disclosure to the latest practicable date and disclose
how much, if any, money has been repaid.

16. We note your statement that you believe that you will be able
to
place 200 machines by the end of the third quarter of the year
2005,
thereby generating positive cash flow.  Please elaborate.  For
instance, do you have orders for additional machines?

17. Please reconcile the statement on page 25 that "Pursuant to an
agreement with Cornell Capital Partners, we have placed $5,000,000
shares of our common stock into escrow, as collateral to secure
the
promissory note we have issued to Cornell Capital Partners" with
your
supplemental response to comment 35 of our March 8, 2005 letter
that
you have not placed 5 million shares in escrow.  Also, clarify, if
applicable, that these shares are not being registered in this
offering.

Description of Business, page 31

18. We note your supplemental response to comment 36 of our March
8,
2005 letter that you have revised your disclosure as requested.
However, your disclosure still states that you plan to introduce
the
Hot Nuts vending machine in the fourth quarter of 2004.  We note
the
disclosure on page 35 that you intend to complete a prototype of
the
Hot Nuts Machine by the fourth calendar quarter of 2005.  Please
update this section.

19. Please update the revenue generated from international sales
to
the latest practicable date.

20. We have reviewed your response to prior comment 38.  Please
disclose the amount of revenue you receive from revenue-sharing
programs and what portion of your total revenues this amount
represents.

Marketing, page 34

21. We reissue comment 40 of our March 8, 2005 letter.  In this
regard, we note your supplemental response that you have revised
your
disclosure as requested yet it appears that you have simply
repeated
the second paragraph under the heading "Marketing," which begins
"Our
popcorn machines are currently located in retail stores, shopping
centers, schools ... We are in discussions with several operating
partners. . ." in the second paragraph under the heading "The
Market."  Please elaborate on the expenditures and specific
marketing
initiatives you have undertaken.

Research and Development, page 35

22. Please disclose how much money you have spent developing the
Hot
Nuts Machine and how much you anticipate spending in the continued
development of this prototype.

Government Regulations, page 35

23. Please explain the significance of receiving certification
from
Canadian Underwriters Laboratory.  We assume, as with the
Underwriters Laboratory in the United States that you can use
their
label in Canada.  If so, please specifically disclose this fact.
Also, please disclose what the Underwriters Laboratory is, what
you
had to do to obtain a "listing," and the significance of being
able
to use its label.

Legal Proceedings, page 38

24. Please disclose the nature of your counterclaims against Jamie
Karalis.

Stock Purchase Warrants, page 42

25. We have reviewed your response to comment 47.  The amount of
outstanding warrants you disclose in the preface of 14,655,000
warrants still does not agree to the total amount shown at the
bottom
of the table of 13,005,000 warrants.  In addition, the amount of
warrants in the table does not total 13,005,000, nor does the
dollar
value column total $235,500.  Please recalculate the number of
warrants and the dollar value column in your table and ensure that
the number of warrants in your table agrees to the amount you
disclose in the preface.

Legality Opinion

26. We have reviewed your response to comment 53.  Please disclose
the assumption relied upon by counsel in the legality opinion.

Financial Statements

27. We have reviewed your response to comment 54.  Please include
interim financial statements for the period ended March 31, 2005.
Please similarly update your financial information throughout the
filing.  See Item 310(g) of Regulation S-B.

28. We have reviewed your response to comment 55.  You still
disclose
that you spent an aggregate amount of approximately $71,873 on
research and development during the past two years.  Please
disclose
the amount of research and development costs you incurred for each
fiscal year ended September 30, 2004 and 2003, in accordance with
paragraph 13 of SFAS 2.  See paragraph 11 of SFAS 2 for examples
of
elements that should be identified with research and development
activities.  Please also revise your disclosure in MD&A on page 35
accordingly.

Statement of Operations, page F-2

29. You present a line item called recovery of inventory.  Please
tell us what this relates to.  Was the inventory previously
impaired?
What accounting literature did you cite in reaching your
conclusion
related to your treatment of this recovery?

Note 4 - Debt Financing, page F-6

30. Please also disclose on page F-10 the number of shares you
agreed
to issue as loan incentives during each period presented and the
value of these shares when you agreed to issue them.  Please also
disclose when you intend to issue all of these shares and how you
are
treating these loan incentives in your statement of operations for
each period presented.

Note 5 - Loss per share, page F-13

31. Please disclose the number of antidilutive shares by each type
of
security.  See paragraph 40(c) of SFAS 128.

Note 6 - Equity, page F-13

32. You disclose that you have 18,067,407 shares to be issued in
the
amount of $982,872.  However, per your balance sheet, you have
16,645,000 shares in the amount of $983,729.  Please revise
accordingly.

Stock Option Plan, page F-14

33. You disclose that the outstanding 100,000 options were expired
on
December 31, 2005.  Please revise to December 31, 2004.

Stock Purchase Warrants, page F-15

34. Regarding your issuance of 700,000 shares, please disclose the
fair value of the warrants at the date of issuance, and the reason
for issuance.  Please also disclose whether you used the Black-
Scholes model, including the assumptions you used.

Note 10 - Subsequent Events, page F-17

35. You disclose that you signed a new promissory note for
$350,000
on February 8, 2004.  Please confirm this is the correct date or
revise accordingly.

Balance Sheet, page F-20

36. We have reviewed your response to comment 56.  Please disclose
the amortization period of twelve months.  In addition, please
show
us your calculations for computing the beneficial conversion
feature.

Statement of Operations, page F-21

37. We have reviewed your response to comment 57.  Please display
inventory impairments as a reconciling item in your footnote that
discusses the reclassification adjustment.  Also, your
reconciliation
for the year ended September 30, 2004 actually uses the 2003 total
sales, cost of goods sold, and operating expense amounts.  Please
revise.  In addition, please ensure that your auditors refer to
the
reclassification, as well as the footnote that further discusses
the
reclassification.

38. It appears that you have not included the line item
administrative and general in your statement of operations.  Due
to
this, your total operating expenses currently do not foot.  Please
revise accordingly.

39. Gains and losses on the sale of long-lived assets that are not
a
component of an entity are required to be included in arriving at
your operating income (loss).  Please revise your September 30,
2004
and December 31, 2004 statement of income classification
accordingly.
See paragraph 45 of SFAS 144.

Note 3 - Consulting Agreement on Acquisition of Branax, LLC, page
F-
26

40. We have reviewed your response to comment 58.  You responded
that
you updated the disclosure in Note 3; however, no changes were
made
to Note 3.  Please disclose more information about how you
accounted
for the value of the shares issued under your consulting agreement
with the former President and Chief Executive Officer of Branax.

Note 4 - Summary of Significant Accounting Policies, page F-26

41. We have reviewed your response to comment 59.  Please also
disclose the types of expenses that you include in the
administrative
and general expenses line item.

Revenue Recognition, page F-26

42. We have reviewed your response to comment 60.  You responded
that
you have revised the footnote; however, no changes were made to
Note
4.  Please disclose each type of revenue sharing program in the
footnote and whether you record gross or net revenues for each
type,
including your basis for that treatment.

Note 6 - Notes Payable, page F-31

43. We have reviewed your response to comment 64.  You have
disclosed
that you agreed to issue 1,272,000 shares valued at $210,890 for
the
year ended September 30, 2044.  Please revise to state the year
ended
September 30, 2004.  In addition, please disclose that you intend
to
issue these shares by May 31, 2005.

Note 8 - Commitments and Contingencies, page F-37

44. We have reviewed your response to comment 65.  You responded
that
you currently do not have any obligations under capital lease
arrangements.  However, in Note 4 - Summary of Significant
Accounting
Policies, you disclose that you have equipment financed under
capital
leases.  Please revise accordingly.

Litigation, page F-37

45. We have reviewed your response to comment 66.  In a footnote,
please discuss the reclassification adjustment and reconcile in
table
format from operating loss as originally reported to operating
loss
as restated with each line item, loss on legal settlement and
litigation expense, shown as a separate reconciling i