SecProbe.io

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Mail Stop 7010

      November 30, 2005

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

	RE:	Form 10-KSB for the fiscal year ended September 30, 2004
Forms 10-QSB for the quarters ended December 31, March 31, and
June
30, 2005
		File No. 0-49821

Dear Mr. Wyman:

      We have reviewed these filings and have the following
comments.
If you disagree with a comment, 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 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 10-KSB/A FOR THE YEAR ENDED SEPTEMBER 30, 2004

General
1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  With the exception of the
comments below that specifically request an amendment, all other
revisions may be included in your future filings.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 33

Year Ended September 30, 2004 versus Year Ended September 30,
2003,
page 34

2. We have reviewed your response to comment 10.  You did not
provide
us with your proposed disclosure of the business reasons for the
changes between periods in revenue share sales, cost of goods
sold,
and general and administrative expenses.  As such, please show us
in
your supplemental response your proposed disclosure of the
business
reasons for the changes between periods in revenue share sales,
cost
of goods sold - revenue share sales, and general and
administrative
expenses for FY 2004 versus FY 2003.  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.

Financial Statements

Note 4 - Debt Financing, page F-6

3. We have reviewed your response to comment 30.  Please show us
your
revised disclosure that presents 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, as well as when you
intend to issue these shares and how you are treating these loan
incentives in your statement of operations for each period
presented.

Note 6 - Equity, page F-13

Stock Purchase Warrants, page F-15

4. We have reviewed your response to comment 34.  Please show us
your
revised disclosure regarding your issuance of 700,000 shares.
Your
disclosure should include the fair value of the warrants at the
date
of issuance and the reason for issuance, as well as the method you
used to value the warrants, including the assumptions you used.

Balance Sheet, page F-20

5. We have reviewed your response to comment 36.  Please
explicitly
show us your calculations for computing the beneficial conversion
feature.

Statements of Operations, page F-21

6. We have reviewed your response to comment 37.  Please include
in
an amended Form 10-KSB your revised footnote that discusses the
reclassification adjustment and displays inventory impairments as
a
reconciling item.  Please also include the revised audit report in
the amended Form 10-KSB.

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

7. We have reviewed your response to comment 40.  Please show us
your
revised disclosure regarding 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 8 - Commitments and Contingencies, page F-37

Litigation, page F-37

8. We have reviewed your response to comment 45.  Please include
in
an amended Form 10-KSB the revised reclassification footnote that
reconciles 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
item.  Please also include the revised audit report in the amended
Form 10-KSB.

Stock Purchase Warrants, page F-40

9. We have reviewed your response to comment 47.  Please show us
the
revised footnotes in which you disclose the fair value for each
issuance of stock warrants at the date of issuance and the reason
for
issuance.  Please also disclose the method you used to value the
warrants to non-employees, including the assumptions you used.

Controls and Procedures, and Certifications

10. Please address prior comments 51 to 56 in a timely matter,
which
includes filing amendments to your Form 10-KSB/A for the year
ended
September 30, 2004, as well as your Form 10-QSB for the period
ending
December 31, 2004.

FORM 10-QSB FOR THE PERIOD ENDED MARCH 31, 2005

General

11. Please address the above comments in your future Forms 10-KSB
and
10-QSB.  If any comments above require an amendment to your
financial
statements, please similarly amend your Forms 10-QSB.

Exhibit 32.1 - Certification

12. Your current Exhibit 32.1 certification is for the fiscal
quarter
ended June 30, 2004.  Please appropriately include a certification
for the fiscal quarter ended March 31, 2005.  In doing so, please
re-
file the Form 10-QSB in its entirety with currently dated
certifications as well.

FORM 10-QSB FOR THE PERIOD ENDED JUNE 30, 2005

Item 3 - Controls and Procedures, page 9

13. Please perform an evaluation of the effectiveness of the
design
and operation of your disclosure controls and procedures as of the
end of the period covered by your report.  See Item 307 of
Regulation
S-B.  Please include this disclosure in an amended Form 10-QSB.

Exhibit 31.1 - Certification

14. Disclosure controls and procedures are now defined in Exchange
Act Rules 13a-15(e) and 15d-15(e).  See SEC Release 33-8238, which
became effective August 14, 2003.  Please file an amendment to
your
Form 10-QSB to include certifications that conform to the format
provided in Item 601(b)(31) of Regulation S-B and refer to the
appropriate locations for the definitions.  In doing so, please
refile the Form 10-QSB in its entirety.  Please also refile the
Form
10-QSB for the period ended March 31, 2005 to comply with this
comment.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your supplemental response on
EDGAR as a correspondence file.  Please understand that we may
have
additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information required under the
Securities Exchange Act of 1934 and that they have provided all
information investors require for an informed decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Jeffrey Gordon, Staff Accountant, at (202) 551-3866
or, in his absence, to the undersigned at (202) 551-3769.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

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Mr. Melvin Wyman
Pop N Go, Inc.
November 30, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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