SecProbe.io

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                                  [LETTERHEAD]
                                    Pop N Go
                            12429 East Putman Street
                               Whitter, CA 90603

May 11, 2005

VIA TELEFAX AND REGULAR MAIL

Pamela A. Long
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N. W., Mail Stop 0409
Washington, D.C. 20549

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

Dear Ms. Long:

At the request of the Securities and Exchange Commission we are providing this
letter in response to certain comments made in the Commission's letter dated
March 8, 2005 regarding our Registration Statement SB-2 filed on February 10,
2005.  We are providing the following letter containing our responses.

FORM SB-2 FILED FEBRUARY 10, 2005

2005 General

COMMENT 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

RESPONSE: We have revised the prospectus to discuss the fact that we are
going to seek shareholder approval to increase the number of our authorized
shares.

Prospectus Summary

Defaults on Convertible Debentures and Promissory Notes

COMMENT 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 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.

RESPONSE: We have added the disclosure as requested.  We do not intend to
use any of the advances under the Equity Distribution Agreement for repayment of
these obligations.

<page>1

COMMENT 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.

RESPONSE: We have added the disclosure as requested.

The Offering, page 2

COMMENT 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

RESPONSE: We have added the disclosure as requested.

COMMENT 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.

RESPONSE: We have added the disclosure as requested.

COMMENT 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

RESPONSE: We have revised our disclosure to indicate that we are offering
102,542,499 shares.

Risk Factors, page 5

COMMENT 7: The subheadings of several of your risk factors merely state
facts or uncertainties and do not adequately reflect the risks that follow.
Please reprise your subheadings to succinctly state the risks you discuss in the
text- Please refer to the following risk factors:

o We May Need To Raise Additional Capital Or Debt Funding To Sustain Operations.

o We Are Currently In Default On A Substantial Amount Of Our Debt And Other
  Obligations.

o Cornell Capital Partners Will Pay Less Than The Then Prevailing Market Price
  Of Our Common Stock Under the Equity Distribution Agreement.

<page>2

RESPONSE: We have added the disclosure as requested.

COMMENT 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 erroneously. Please
elaborate

RESPONSE: We have added the disclosure as requested.

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

COMMENT 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.

RESPONSE: We have added the disclosure as requested.

COMMENT 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.

RESPONSE: We are not using the proceeds from the Equity Distribution
Agreement to satisfy our debt obligations that are currently in default.

COMMENT 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.

RESPONSE: We have made the appropriate revision.

Forward-Looking Statements. page 10

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

RESPONSE: We have revised our disclosure as requested.

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

<page>3

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

COMMENT 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.

RESPONSE: We do not plan to use the proceeds from the Equity Distribution
Agreement to pay the obligations of our defaulted debt.

COMMENT 15: Please revise footnote 4 so that the reference to "assumed
offering price" reads "assumed market price."

RESPONSE: We have revised our disclosure as requested.

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

Dilution, page 15

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

COMMENT 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.

RESPONSE: We have revised our disclosure as requested

COMMENT 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.

RESPONSE: We have revised our disclosure as requested

<page>4

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

Equity Line of Credit, page 16

COMMENT 21: Please clarify that additional offering expenses will be
incurred each time you seek to register additional shares to satisfy the equity
line conditions.

RESPONSE: We have revised our disclosure as requested

COMMENT 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.

RESPONSE: We have revised our disclosure as requested

COMMENT 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.

RESPONSE: Shares committed by us as part of the pre-closing share credit
will not be available to Cornell to sell during the pricing period.

COMMENT 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.

RESPONSE: Cornell is not requiring any pre-closing share credit.  We have
revised our disclosure as requested.

<page>5

Plan of Distribution, page 18

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

COMMENT 26: Please disclose that the shares issued to Spencer-Clarke
constitute underwriting or dealer compensation. Please refer to Item 508 of
Regulation S-B.

RESPONSE: We have revised our disclosure as requested.

Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 19

COMMENT 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.dov/rules/intcrp/33-8350.htm.

RESPONSE: We have revised our disclosure as requested.

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

<page>6

Results of. Operations

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

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

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

COMMENT 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 51,945,337. Please make the appropriate revisions.

RESPONSE: We have revised our disclosure as requested.

Convertible Debentures and Promissory Notes, page 23

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

<page>7

COMMENT 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.

RESPONSE: We have not placed 5 million shares of our common stock into
escrow.

Description of Business, page 30

COMMENT 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.

RESPONSE: We have revised our disclosure as requested.

COMMENT 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

RESPONSE: We have revised our disclosure as requested.

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

RESPONSE: We have revised our disclosure as requ