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

                                 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)

                       Two Written Compensation Contracts
                              With Two 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)   |  5,300,000   |  $0.026     |  $137,800    | $ 12.67      |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+


(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 October 8, 2002, (which is within 5
business days prior to the date of the filing of this registration statement).

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

EXPLANATORY NOTE

        This Registration Statement registers 5,300,000 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:

4,000,000 shares of Common Stock to be issued under the Company's Consulting
Compensation Contract with Consultant Elie Sakaran; 1,300,000 shares of Common
Stock issuable under the Company's Legal Services Compensation Contract with
attorney Herbert Davis;

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

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 August 19, 2002 on Form 10-QSB for
the three months ended June 30, 2002;

-   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.


ITEM 4.  DESCRIPTION OF SECURITIES

        The total number of securities registered hereunder are Five Million
Three Hundred Thousand (5,300,000) 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 October 8, 2002, there were 74,269,895 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 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, by the filing and
effectiveness 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 if such indemnification (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 sought 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 Pop N Go, Inc. 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 October 10, 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: October 10, 2002
- ---------------------------------------------         ----------------------
    Melvin Wyman
    Chief Executive Officer
    Principal Financial Officer
    Secretary and Sole Director




EXHIBIT 5.1

October 10, 2002

Pop N Go, Inc.
12429 East Putnam Street
Whittier, California 90602

                  Re:   Issuance of Pop N Go, Inc. Shares
                        Pursuant to Consulting Contracts

To Whom It May Concern:

        We have acted as counsel for Pop N Go, Inc., a Delaware corporation (the
"Company") in conjunction with the preparation of a Form S-8 registration
statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to 5,300,000 shares of the Company's common
stock, $0.001 par value  (the "Common Stock"), to be issued pursuant to the
terms of certain Compensation Contracts (hereinafter collectively referred to as
the "Plan").

        We have examined originals or copies of: (i) the Plan Compensation
Contracts; (ii) the Form S-8 registration statement; (iii) resolutions of the
Company's Board of Directors relating to the Plan; and (iv) such other
documents, affidavits and records as we have deemed necessary to enable us to
render this opinion.

        In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.

        Based upon the foregoing, subject to the assumptions stated above and
relying on the statements of fact contained in the documents that we have
examined, we are of the opinion that:

        The Common Stock, when issued and paid for in the manner set forth, will
be validly issued, fully paid and nonassessable, and no personal liability will
attach to the ownership thereof.

        We are admitted to practice in the State of California, and are not
admitted to practice in the State of Delaware.  However, for the limited
purposes of our opinion set forth above, we are generally familiar with the
General Corporation Law of the State of Delaware (the "DGCL") as presently in
effect and have made such inquiries as we consider necessary to render this
opinion with respect to a Delaware corporation.  This opinion letter is limited
to the laws of the State of California and, to the extent set forth above, the
DGCL, as such laws presently exist and to the facts as they presently exist.  We
express no opinion with respect to the effect or applicability of the laws of
any other jurisdiction.  We assume no obligation to revise or supplement this
opinion letter should the laws of such jurisdictions be changed after the date
hereof by legislative action, judicial decision or otherwise.

        We consent to the filing of this opinion as an exhibit to the Form S-8
registration statement, and to the use of our name wherever it appears in said
registration statement. In giving our consent, we do not consider that we are
"experts" within the meaning of such term as used in the Securities Act of 1933,
as amended (the "Act"), or the rules and regulations of the SEC issued
thereunder, with respect to the registration statement, or with respect to this
Opinion, as an Exhibit or otherwise, nor do we consider ourselves within the
category of persons whose "consent" is required by Section 7 of said Act.


/s/ The Law Offices of Davis & Associates, Inc.
    -------------------------------------------
    THE LAW OFFICES OF DAVIS & ASSOCIATES, INC.



Exhibit 23.1

INDEPENDENT AUDITOR'S CONSENT

        We consent to the incorporation by reference in this Registration
Statement of Pop N Go, Inc. on Form S-8 of our report, dated February 5, 2002,
which includes an emphasis paragraph relating to the Company's ability to
continue as a going concern, included in and incorporated by reference in the
Annual Report on Form 10-KSB of Pop N Go, Inc. for the year ended September 30,
2001.

/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
    --------------------------------------
    SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
October 10, 2002
[{"type": "S-8", "sequence": "1", "filename": "popn021014_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18530}]
{"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": "333-100554", "film-number": "02789493"}, "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)

                       Two Written Compensation Contracts
                              With Two 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)   |  5,300,000   |  $0.026     |  $137,800    | $ 12.67      |
|                   |              |             |              |              |
+-------------------|--------------|-------------|--------------|--------------+

(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 October 8, 2002, (which is within 5
business days prior to the date of the filing of this registration statement).

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

EXPLANATORY NOTE

        This Registration Statement registers 5,300,000 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:

4,000,000 shares of Common Stock to be issued under the Company's Consulting
Compensation Contract with Consultant Elie Sakaran; 1,300,000 shares of Common
Stock issuable under the Company's Legal Services Compensation Contract with
attorney Herbert Davis;

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

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 August 19, 2002 on Form 10-QSB for
the three months ended June 30, 2002;

-   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.

ITEM 4.  DESCRIPTION OF SECURITIES

        The total number of securities registered hereunder are Five Million
Three Hundred Thousand (5,300,000) 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 October 8, 2002, there were 74,269,895 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 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, by the filing and
effectiveness 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 if such indemnification (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 sought 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 Pop N Go, Inc. 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 October 10, 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: October 10, 2002
- ---------------------------------------------         ----------------------
    Melvin Wyman
    Chief Executive Officer
    Principal Financial Officer
    Secretary and Sole Director

EXHIBIT 5.1

October 10, 2002

Pop N Go, Inc.
12429 East Putnam Street
Whittier, California 90602

                  Re:   Issuance of Pop N Go, Inc. Shares
                        Pursuant to Consulting Contracts

To Whom It May Concern:

        We have acted as counsel for Pop N Go, Inc., a Delaware corporation (the
"Company") in conjunction with the preparation of a Form S-8 registration
statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to 5,300,000 shares of the Company's common
stock, $0.001 par value  (the "Common Stock"), to be issued pursuant to the
terms of certain Compensation Contracts (hereinafter collectively referred to as
the "Plan").

        We have examined originals or copies of: (i) the Plan Compensation
Contracts; (ii) the Form S-8 registration statement; (iii) resolutions of the
Company's Board of Directors relating to the Plan; and (iv) such other
documents, affidavits and records as we have deemed necessary to enable us to
render this opinion.

        In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as conformed or
photostatic copies and the authenticity of the originals of such copies.

        Based upon the foregoing, subject to the assumptions stated above and
relying on the statements of fact contained in the documents that we have
examined, we are of the opinion that:

        The Common Stock, when issued and paid for in the manner set forth, will
be validly issued, fully paid and nonassessable, and no personal liability will
attach to the ownership thereof.

        We are admitted to practice in the State of California, and are not
admitted to practice in the State of Delaware.  However, for the limited
purposes of our opinion set forth above, we are generally familiar with the
General Corporation Law of the State of Delaware (the "DGCL") as presently in
effect and have made such inquiries as we consider necessary to render this
opinion with respect to a Delaware corporation.  This opinion letter is limited
to the laws of the State of California and, to the extent set forth above, the
DGCL, as such laws presently exist and to the facts as they presently exist.  We
express no opinion with respect to the effect or applicability of the laws of
any other jurisdiction.  We assume no obligation to revise or supplement this
opinion letter should the laws of such jurisdictions be changed after the date
hereof by legislative action, judicial decision or otherwise.

        We consent to the filing of this opinion as an exhibit to the Form S-8
registration statement, and to the use of our name wherever it appears in said
registration statement. In giving our consent, we do not consider that we are
"experts" within the meaning of such term as used in the Securities Act of 1933,
as amended (the "Act"), or the rules and regulations of the SEC issued
thereunder, with respect to the registration statement, or with respect to this
Opinion, as an Exhibit or otherwise, nor do we consider ourselves within the
category of persons whose "consent" is required by Section 7 of said Act.

/s/ The Law Offices of Davis & Associates, Inc.
    -------------------------------------------
    THE LAW OFFICES OF DAVIS & ASSOCIATES, INC.

Exhibit 23.1

INDEPENDENT AUDITOR'S CONSENT

        We consent to the incorporation by reference in this Registration
Statement of Pop N Go, Inc. on Form S-8 of our report, dated February 5, 2002,
which includes an emphasis paragraph relating to the Company's ability to
continue as a going concern, included in and incorporated by reference in the
Annual Report on Form 10-KSB of Pop N Go, Inc. for the year ended September 30,
2001.

/s/ SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
    --------------------------------------
    SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
October 10, 2002