===============================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                 POP N GO, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                         95-4603172
            ------------------------            -------------------
          (State or other jurisdiction           (I.R.S. Employer
              or incorporation)                 Identification No.)

                   12429 East Putnam Street
                     Whittier, California                90602
           ---------------------------------------     ---------
          (Address of principal executive offices)     (Zip Code)

                      Nine Written Compensation Contracts
                             With Nine Consultants
                   ------------------------------------------
                            (Full Title of the Plan)

                                  Melvin Wyman
                            12429 East Putnam Street
                           Whittier, California 90602
                    (Name and address of agent for service)

                                 (562) 945-9351
         (Telephone Number, including area code, of agent for services)


+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        |  Amount      |  offering   |  aggregate   | Amount of    |
| of securities     |  to be       |  price per  |  offering    | registration |
| to be registered  |  registered  |  share(2)   |  price       | fee          |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1)   |  7,500,000   |  $0.035     |  $262,500    | $24.15       |
|                   |              |             |              |              |
+-------------------+--------------+-------------+--------------+--------------+


(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
       This estimated amount is the closing price as of May 23, 2002, (which is
       within 5 business days prior to the date of the filing of this
       registration statement).

===============================================================================

EXPLANATORY NOTE

        This Registration Statement registers 7,500,000 shares of the Common
Stock (the "Common Stock"),par value $0.001 per share, of Pop N Go, Inc. (the
"Company") under Employee and Consultant Compensation Contracts as follows:
500,000 shares of Common Stock to be issued under the Company's Business
Advisory and Consulting Services Compensation Contract with Consultant Jeffrey
Firestone; 500,000 shares of Common Stock to be issued under the Company's
Business Advisory and Consulting Services Compensation Contract with Consultant
Yossi Tesler; 500,000 shares of Common Stock to be issued under the Company's
Consulting Compensation Contract with Consultant Lavi Krasney; 500,000 shares of
Common Stock issuable under the Company's Legal Services Compensation Contract
with attorney Herbert Davis; 1,000,000 shares of Common Stock to be issued under
the Company's Legal Services Compensation Contract with attorney Donald G.
Davis; 1,000,000 shares of Common Stock to be issued under the Company's
Consulting Compensation Contract with Consultant Kent Carasquero; 1,500,000
shares of Common Stock to be issued under the Company's Marketing and Consulting
Services Compensation Contract with Consultant Zubair Kazi; 1,500,000 shares of
Common Stock to be issued under the Company's Marketing and Consulting Services
Compensation Contract with Consultant Vijay Alimchandani; 500,000 shares of
Common Stock to be issued under the Company's Consulting Compensation Contract
with Consultant Maria Shakarian.

===============================================================================

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

        Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.



PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        Pop N Go, Inc., is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files quarterly, annual and periodic reports and other
information with the Securities and Exchange Commission ("Commission"). The
Registration Statement, such reports and other information may be inspected and
copies may be obtained, at prescribed rates, at the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, as well as the following regional offices: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661.  The Commission maintains a Website that contains reports and other
information regarding reporting companies under the Exchange Act, including Pop
N Go, Inc. at http://www.sec.gov.

        The following documents have been filed by Pop N Go with the Commission
and are hereby incorporated by reference into this prospectus:

-   Pop N Go, Inc.'s Quarterly Report filed May 20, 2002 on Form 10-QSB for the
    three months ended March 31, 2002;

-   Pop N Go, Inc.'s Quarterly Report filed February 25, 2002 on form 10-QSB for
    the three months ended December 31, 2001;

-   Pop N Go, Inc.'s Annual Report filed February 15, 2002, on Form 10-KSB for
    the twelve months ended September 30, 2001;

        All other documents and reports filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of this offering shall be deemed to be
incorporated by reference in this prospectus and to be made a part hereof from
the date of the filing of such reports and documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

        Pop N Go, Inc. will provide without charge to each person to whom a copy
of this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all documents which are incorporated herein by
reference (not including exhibits to such documents, unless such exhibits are
specifically incorporated by reference in the document which this prospectus
incorporates). Requests should be directed to Mr. Melvin Wyman, Chief Executive
Officer, at Pop N Go, Inc.'s principal executive offices located at 12429 East
Putnam Street, Whittier, California 90602; telephone number (562) 945-9351.

DESCRIPTION OF SECURITIES

The total number of securities registered hereunder are Seven Million Five
Hundred Thousand (7,500,000) shares, all of which are common stock of Pop N Go,
Inc.  Pop N Go, Inc. is presently authorized to issue 100,000,000 shares of its
Common Stock. As of May 23, 2002, there were 61,068,228 outstanding and
subscribed for shares.  The holders of common stock are entitled to one vote per
share on each matter submitted to a vote at any meeting of shareholders.
Shareholders of the Pop N Go, Inc. have no preemptive rights to acquire
additional shares of common stock or other securities. The common stock is not
subject to redemption and carries no subscription or conversion rights. In the
event of liquidation of Pop N Go, Inc., the shares of common stock are entitled
to share equally in corporate assets after satisfaction of all liabilities. The
shares, when issued, will be fully paid and non-assessable. A majority of all
issued and outstanding shares shall constitute a quorum for conducting business.
The majority of shares present, in any regular or special meeting where a quorum
is present, may vote in favor of or against any item of business or election,
and shall constitute a majority approval or disapproval of matters voted upon at
any such meeting. Shares of common stock do not carry cumulative voting rights.
Pop N Go, Inc. presently does not pay any dividends and has no foreseeable plan
to pay dividends. There are no special preemptive rights or rights upon
liquidation, other than the normal rights and priorities which would attach to
shares in liquidation pursuant to Delaware State Law. The shares are not subject
to call, liability or assessment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Donald G. Davis, Esq., of the Law Firm of Davis & Associates, Inc., has provided
legal advice to the Registrant in connection with the Company's preparation of
this Registration Statement, and has also rendered a legal opinion attached
hereto as an Exhibit, as to the validity and due issuance of the shares of the
Company's Common Stock to be issued and registered hereby.  At the same time,
Donald G. Davis is the named Consultant who will be issued 1,000,000 shares of
the Company's Common Stock in payment for legal services fully rendered pursuant
to the terms of a written Compensation Contract with the Company, which shares
are being registered hereby.  Neither Donald G. Davis, nor the Law Firm of Davis
& Associates has been employed on a contingent basis.  Neither Mr. Davis nor
Davis & Associates has or is to receive a substantial interest, direct or
indirect, in Registrant, nor are either of them connected with Registrant other
than in their role as outside counsel for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides in general that a
corporation may indemnify its directors, offices, employees or agents against
expenditures (including judgments, fines, amounts paid in settlement and
attorneys' fees) made by them in connection with certain lawsuits to which they
may be made parties by reason of their being directors, officers, employees or
agents and shall so indemnify such persons against expenses (including
attorneys' fees) if they have been successful on the merits or otherwise.  The
bylaws of Pop N Go, inc. provide for indemnification of the officers and
directors of Pop N Go, Inc. to the full extent permissible under Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

All securities to be offered hereunder are to be originally issued by Pop N Go,
Inc.  after the filing and pursuant to this Registration Statement.  Shares to
be received pursuant to the consulting agreements upon their subsequent issue
are believed to be registered thereby pursuant to the provisions of this Form
S-8 registration.

ITEM 8.  EXHIBITS.

<table>
<caption>
<s>      <c>

   4.1   Registrant Articles of Incorporation and Amendments(1)
   4.2   Bylaws(1)
   5.1   Opinion of The Law Offices of Davis & Associates, Inc., re: legality
  23.1   Consent of Singer Lewak Greenbaum & Goldstein, LLP.
  23.2   Consent of The Law Offices of Davis & Associates, Inc. (included in Exhibit 5.1)

(1)      Filed previously as part of the Company's Registration Statement on Form
         SB-2, filed with the Commission on February 8, 2000, and its Annual
         Report filed February 15, 2002, on Form 10-KSB for the twelve months
         ended September 30, 2001.

</table>

ITEM 9.  UNDERTAKINGS.

     Pop N Go, Inc. hereby undertakes:

     (a) During any period in which offers or sales are being made pursuant to
         this registration or pursuant to a post-effective amendment to this
         registration statement, to include any material information with
         respect to the plan of distribution not previously disclosed in the
         registration statement or any material change to such information in
         the registration statement.

     (b) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration statement relating to the securities offered herein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

     (c) To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

     (d) That, for purposes of determining any liability under the Securities
         Act of 1933, each filing of Pop N Go, Inc.'s annual report pursuant to
         section 13(a) or section 15(d) of the Securities Exchange Act of 1934
         (and, where applicable, each filing of an employee benefit plan's
         annual report pursuant to section 15(d) of the Securities Act of 1934)
         that is incorporated by reference in the registration statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

     (e) That, insofar as indemnification for liabilities arising under the
         Securities Act of 1933, as amended, may be permitted to directors,
         officers and controlling persons of Pop N Go, Inc. pursuant to the
         foregoing provisions, or otherwise, Pop N Go, Inc. has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, against such liabilities (other than the payment by Pop N Go, Inc.
         of the expenses incurred or paid by a director, officer or controlling
         person of the Company in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection with the securities being registered, Pop N Go, Inc.
         will, unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.


SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Pop N Go,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on May 31, 2002.


                          POP N GO, INC.

                          By:   /s/ Melvin Wyman
                            --------------------------------------
                                    Melvin Wyman
                          Its:      Principal Financial Officer



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


/s/ Melvin Wyman                                        Date:  May 31, 2002
- ---------------------------------------------                ------------
    Melvin Wyman, Chief Executive Officer
    Principal Financial Officer
    Secretary and Sole Director
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{"company-data": {"conformed-name": "POP N GO INC", "cik": "0001071819", "assigned-sic": "3580", "irs-number": "954603172", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89780", "film-number": "02670210"}, "business-address": {"street1": "12429 E PUTNAM ST", "city": "WHITTIER", "state": "CA", "zip": "90602", "phone": "5629459351"}, "mail-address": {"street1": "12429 E. PUTNAM ST", "city": "WHITTIER", "state": "CA", "zip": "90602"}}
===============================================================================

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                 POP N GO, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                         95-4603172
            ------------------------            -------------------
          (State or other jurisdiction           (I.R.S. Employer
              or incorporation)                 Identification No.)

                   12429 East Putnam Street
                     Whittier, California                90602
           ---------------------------------------     ---------
          (Address of principal executive offices)     (Zip Code)

                      Nine Written Compensation Contracts
                             With Nine Consultants
                   ------------------------------------------
                            (Full Title of the Plan)

                                  Melvin Wyman
                            12429 East Putnam Street
                           Whittier, California 90602
                    (Name and address of agent for service)

                                 (562) 945-9351
         (Telephone Number, including area code, of agent for services)

+------------------------------------------------------------------------------+
|                         CALCULATION OF REGISTRATION FEE                      |
+------------------------------------------------------------------------------+
|                   |              |  Proposed   |  Proposed    |              |
| Title of          |              |  maximum    |  maximum     |              |
| each class        |  Amount      |  offering   |  aggregate   | Amount of    |
| of securities     |  to be       |  price per  |  offering    | registration |
| to be registered  |  registered  |  share(2)   |  price       | fee          |
|-------------------|--------------|-------------|--------------|--------------|
| Common Stock(1)   |  7,500,000   |  $0.035     |  $262,500    | $24.15       |
|                   |              |             |              |              |
+-------------------+--------------+-------------+--------------+--------------+

(1)    Estimated solely for the purpose of calculating the registration fee
       pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
       This estimated amount is the closing price as of May 23, 2002, (which is
       within 5 business days prior to the date of the filing of this
       registration statement).

===============================================================================

EXPLANATORY NOTE

        This Registration Statement registers 7,500,000 shares of the Common
Stock (the "Common Stock"),par value $0.001 per share, of Pop N Go, Inc. (the
"Company") under Employee and Consultant Compensation Contracts as follows:
500,000 shares of Common Stock to be issued under the Company's Business
Advisory and Consulting Services Compensation Contract with Consultant Jeffrey
Firestone; 500,000 shares of Common Stock to be issued under the Company's
Business Advisory and Consulting Services Compensation Contract with Consultant
Yossi Tesler; 500,000 shares of Common Stock to be issued under the Company's
Consulting Compensation Contract with Consultant Lavi Krasney; 500,000 shares of
Common Stock issuable under the Company's Legal Services Compensation Contract
with attorney Herbert Davis; 1,000,000 shares of Common Stock to be issued under
the Company's Legal Services Compensation Contract with attorney Donald G.
Davis; 1,000,000 shares of Common Stock to be issued under the Company's
Consulting Compensation Contract with Consultant Kent Carasquero; 1,500,000
shares of Common Stock to be issued under the Company's Marketing and Consulting
Services Compensation Contract with Consultant Zubair Kazi; 1,500,000 shares of
Common Stock to be issued under the Company's Marketing and Consulting Services
Compensation Contract with Consultant Vijay Alimchandani; 500,000 shares of
Common Stock to be issued under the Company's Consulting Compensation Contract
with Consultant Maria Shakarian.

===============================================================================

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION

        Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

        Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.

PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        Pop N Go, Inc., is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files quarterly, annual and periodic reports and other
information with the Securities and Exchange Commission ("Commission"). The
Registration Statement, such reports and other information may be inspected and
copies may be obtained, at prescribed rates, at the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, as well as the following regional offices: 7 World Trade Center, New
York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661.  The Commission maintains a Website that contains reports and other
information regarding reporting companies under the Exchange Act, including Pop
N Go, Inc. at http://www.sec.gov.

        The following documents have been filed by Pop N Go with the Commission
and are hereby incorporated by reference into this prospectus:

-   Pop N Go, Inc.'s Quarterly Report filed May 20, 2002 on Form 10-QSB for the
    three months ended March 31, 2002;

-   Pop N Go, Inc.'s Quarterly Report filed February 25, 2002 on form 10-QSB for
    the three months ended December 31, 2001;

-   Pop N Go, Inc.'s Annual Report filed February 15, 2002, on Form 10-KSB for
    the twelve months ended September 30, 2001;

        All other documents and reports filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of this offering shall be deemed to be
incorporated by reference in this prospectus and to be made a part hereof from
the date of the filing of such reports and documents.

        Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

        Pop N Go, Inc. will provide without charge to each person to whom a copy
of this Registration Statement is delivered, upon the written or oral request of
such person, a copy of any or all documents which are incorporated herein by
reference (not including exhibits to such documents, unless such exhibits are
specifically incorporated by reference in the document which this prospectus
incorporates). Requests should be directed to Mr. Melvin Wyman, Chief Executive
Officer, at Pop N Go, Inc.'s principal executive offices located at 12429 East
Putnam Street, Whittier, California 90602; telephone number (562) 945-9351.

DESCRIPTION OF SECURITIES

The total number of securities registered hereunder are Seven Million Five
Hundred Thousand (7,500,000) shares, all of which are common stock of Pop N Go,
Inc.  Pop N Go, Inc. is presently authorized to issue 100,000,000 shares of its
Common Stock. As of May 23, 2002, there were 61,068,228 outstanding and
subscribed for shares.  The holders of common stock are entitled to one vote per
share on each matter submitted to a vote at any meeting of shareholders.
Shareholders of the Pop N Go, Inc. have no preemptive rights to acquire
additional shares of common stock or other securities. The common stock is not
subject to redemption and carries no subscription or conversion rights. In the
event of liquidation of Pop N Go, Inc., the shares of common stock are entitled
to share equally in corporate assets after satisfaction of all liabilities. The
shares, when issued, will be fully paid and non-assessable. A majority of all
issued and outstanding shares shall constitute a quorum for conducting business.
The majority of shares present, in any regular or special meeting where a quorum
is present, may vote in favor of or against any item of business or election,
and shall constitute a majority approval or disapproval of matters voted upon at
any such meeting. Shares of common stock do not carry cumulative voting rights.
Pop N Go, Inc. presently does not pay any dividends and has no foreseeable plan
to pay dividends. There are no special preemptive rights or rights upon
liquidation, other than the normal rights and priorities which would attach to
shares in liquidation pursuant to Delaware State Law. The shares are not subject
to call, liability or assessment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Donald G. Davis, Esq., of the Law Firm of Davis & Associates, Inc., has provided
legal advice to the Registrant in connection with the Company's preparation of
this Registration Statement, and has also rendered a legal opinion attached
hereto as an Exhibit, as to the validity and due issuance of the shares of the
Company's Common Stock to be issued and registered hereby.  At the same time,
Donald G. Davis is the named Consultant who will be issued 1,000,000 shares of
the Company's Common Stock in payment for legal services fully rendered pursuant
to the terms of a written Compensation Contract with the Company, which shares
are being registered hereby.  Neither Donald G. Davis, nor the Law Firm of Davis
& Associates has been employed on a contingent basis.  Neither Mr. Davis nor
Davis & Associates has or is to receive a substantial interest, direct or
indirect, in Registrant, nor are either of them connected with Registrant other
than in their role as outside counsel for the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law provides in general that a
corporation may indemnify its directors, offices, employees or agents against
expenditures (including judgments, fines, amounts paid in settlement and
attorneys' fees) made by them in connection with certain lawsuits to which they
may be made parties by reason of their being directors, officers, employees or
agents and shall so indemnify such persons against expenses (including
attorneys' fees) if they have been successful on the merits or otherwise.  The
bylaws of Pop N Go, inc. provide for indemnification of the officers and
directors of Pop N Go, Inc. to the full extent permissible under Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

All securities to be offered hereunder are to be originally issued by Pop N Go,
Inc.  after the filing and pursuant to this Registration Statement.  Shares to
be received pursuant to the consulting agreements upon their subsequent issue
are believed to be registered thereby pursuant to the provisions of this Form
S-8 registration.

ITEM 8.  EXHIBITS.
4.1   Registrant Articles of Incorporation and Amendments(1)
   4.2   Bylaws(1)
   5.1   Opinion of The Law Offices of Davis & Associates, Inc., re: legality
  23.1   Consent of Singer Lewak Greenbaum & Goldstein, LLP.
  23.2   Consent of The Law Offices of Davis & Associates, Inc. (included in Exhibit 5.1)

(1)      Filed previously as part of the Company's Registration Statement on Form
         SB-2, filed with the Commission on February 8, 2000, and its Annual
         Report filed February 15, 2002, on Form 10-KSB for the twelve months
         ended September 30, 2001.
ITEM 9.  UNDERTAKINGS.

     Pop N Go, Inc. hereby undertakes:

     (a) During any period in which offers or sales are being made pursuant to
         this registration or pursuant to a post-effective amendment to this
         registration statement, to include any material information with
         respect to the plan of distribution not previously disclosed in the
         registration statement or any material change to such information in
         the registration statement.

     (b) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration statement relating to the securities offered herein,
         and the offering of such securities at that time shall be deemed to be
         the initial bona fide offering thereof.

     (c) To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

     (d) That, for purposes of determining any liability under the Securities
         Act of 1933, each filing of Pop N Go, Inc.'s annual report pursuant to
         section 13(a) or section 15(d) of the Securities Exchange Act of 1934
         (and, where applicable, each filing of an employee benefit plan's
         annual report pursuant to section 15(d) of the Securities Act of 1934)
         that is incorporated by reference in the registration statement shall
         be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

     (e) That, insofar as indemnification for liabilities arising under the
         Securities Act of 1933, as amended, may be permitted to directors,
         officers and controlling persons of Pop N Go, Inc. pursuant to the
         foregoing provisions, or otherwise, Pop N Go, Inc. has been advised
         that in the opinion of the Securities and Exchange Commission such
         indemnification is against public policy as expressed in the Act and
         is, against such liabilities (other than the payment by Pop N Go, Inc.
         of the expenses incurred or paid by a director, officer or controlling
         person of the Company in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection with the securities being registered, Pop N Go, Inc.
         will, unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Act and will be governed by the final
         adjudication of such issue.

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Pop N Go,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on May 31, 2002.

                          POP N GO, INC.

                          By:   /s/ Melvin Wyman
                            --------------------------------------
                                    Melvin Wyman
                          Its:      Principal Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ Melvin Wyman                                        Date:  May 31, 2002
- ---------------------------------------------                ------------
    Melvin Wyman, Chief Executive Officer
    Principal Financial Officer
    Secretary and Sole Director