POP N GO INC, SB-2/A, 2000-01-14

POP N GO INC
SB-2/A, 2000-01-14
REFRIGERATION & SERVICE INDUSTRY MACHINERY

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<PAGE> 1

As filed with the Securities and Exchange Commission on January 14, 2000.

Registration No. 333-88837

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form SB-2/A

Registration Statement
Under the Securities Act of 1933

-------------------------

POP N GO, INC.
(Name of Small Business Issuer in Its Charter)
(Amendment Number 1)
-------------------------

<TABLE>
<S> <C> <C>
DELAWARE 358100 95-4603172
- ---------------------- --------------------------- --------------------
State of Incorporation Primary Standard Industrial IRS Employer
Classification Code Number Identification No.
</TABLE>

12429 EAST PUTNAM STREET
WHITTIER, CALIFORNIA 90602
(562) 945-9351
(Address and Telephone Number of
Principal Executive Officer and Principal Place of Business)

MELVIN WYMAN
12429 EAST PUTNAM STREET
WHITTIER, CALIFORNIA 90602
(562) 945-9351

- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)

With copy to:
DAVIS & ASSOCIATES, INC.
ATTORNEYS AT LAW
P. O. BOX 12009
LOS ANGELES, CALIFORNIA 90295
(310) 823-8300

-------------------------
<PAGE> 2

Approximate Date of Commencement of Proposed Sale to the Public: From
time to time after the Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================================
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered(1) Offering Price Per Share(2) Aggregate Offering Price Registration Fee
- --------------------------- ------------- --------------------------- ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock 1,994,548 $1.75 $3,490,459 $970.34

=================================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as
amended. The maximum price per share information is based on the average
high and the low sale price of Pop N Go, Inc.'s Common Stock, reported
in the Pink Sheets for January 12, 2000.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act or until the Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said Section 8(a),
may determine.

<PAGE> 3

CROSS REFERENCE SHEET

SB2 Item Location in Registration Statement
-------- ----------------------------------
<S> <C>
Item 1. Front of Registration Statement Cover
and Outside Front Cover of
Prospectus.

Item 2. Inside Front and Outside Back Cover
Cover Pages of Prospectus.

Item 3. Summary Information and Prospectus Summary
Risk Factors.

Item 4. Use of Proceeds. Not Applicable
See Selling Shareholders and
Plan of Distribution

Item 5. Determination of Offering Price. Not Applicable

Item 6. Dilution. Not Applicable

Item 7. Selling Security Holders. Selling Stockholders and
Plan of Distribution
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
Item 8. Plan of Distribution. Selling Shareholders and Plan of
Distribution

Item 9. Legal Proceedings. Litigation

Item 10. Directors, Executive Officers, Management, Summary Compensation
Promoters and Control Persons. Table

Item 11. Security Ownership of Certain Principal Stockholders
Beneficial Owners and Management.

Item 12. Description of Securities. Description of Securities

Item 13. Interest of Named Experts and Not Applicable
Counsel.

Item 14. Disclosure of Commission Position Indemnification Matters
of Indemnification for Securities
Act Liabilities.

Item 15. Organization Within Last Five Years. Certain Transactions
</TABLE>

<PAGE> 5

<TABLE>
<S> <C>
Item 16. Description of Business. Business

Item 17. Management's Discussion and Management's Discussion and
Analysis of Plan of Operations. Analysis of Financial Conditions
and Results of Operation

Item 18. Description of Property. Facilities

Item 19. Certain Relationships and Related Certain Transactions
Transactions.

Item 20. Market for Common Equity and Related Market Price of Common Stock,
Stockholder Matters. Dividend Policy

Item 21. Executive Compensation. Summary Compensation Table

Item 22. Financial Statements. Financial Statements

Item 23. Changes in and Disagreements with Changes in and Disagreements
Accountants on Accounting and with Accountants
Financial Disclosure.

Item 24. Indemnification of Directors and Indemnification of Directors
Officers. and Officers

Item 25. Other Expenses of Issuance and Other Expenses of Issuances
Distribution. and Distribution

Item 26. Recent Sales of Unregistered Recent Sales of Unregistered
Securities. Securities Certain Transactions

Item 27. Exhibits. Exhibits

Item 28. Undertakings. Undertakings
</TABLE>

<PAGE> 6

SUBJECT TO COMPLETION, DATED JANUARY , 2000

PROSPECTUS

POP N GO, INC.

1,994,548 SHARES OF THE COMPANY'S COMMON STOCK TO BE SOLD BY
EXISTING HOLDERS OF THE COMPANY'S COMMON STOCK

The stockholders of Pop N Go, Inc. as described under the caption
"Seller Stockholders" on page 11 of this Prospectus are offering and selling up
to 1,994,548 Shares of Pop N Go, Inc.'s Common Stock under this Prospectus. The
Common Stock is traded over-the-counter in the Pink Sheets. The Common Stock's
symbol is "POPN". On January 12, 2000, the last sale price in the Pink Sheets of
a single share of the Common Stock was $1.75.

You should carefully review "Risk Factors" beginning on page 5 for a
discussion of things you should consider when investing in our Common Stock.

The shares we are offering are not being offered by the Company for
cash. Each of the selling stockholders may offer and sell from time to time
shares of Pop N Go's Common Stock directly or through broker-dealers or
underwriters who may act solely as agents, or who may acquire shares as
principals. The price to the public and the net proceeds to the selling
stockholders from sales of their shares will depend on the nature and timing of
the sales and therefore will not be known until the sales are actually made.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The information in the Prospectus is not complete and may change. The
selling stockholders may not sell these securities until the Registration
Statement filed with the SEC is effective. This Prospectus is not an offer to
sell securities and is not soliciting an offer to buy these securities in any
state where the offer is prohibited.

Prospectus dated January , 2000

<PAGE> 7

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
PROSPECTUS SUMMARY 4

RISK FACTORS 5

We Have a Limited Operating History
On Which to Evaluate an Investment
In this Offering 5
We Are Currently a One Product
Company and Not Diversified 5
Uncertainty that the Company will continue
as a Going Concern 5
We May Fail to Obtain
Additional Funding If Needed 5
A Down turn in the Food Vending Industry
Would Adversely Affect our Business 6
Our Business is Subject to the
Risks of Foreign Operations 6
Our Operations Would be Adversely
Affected by the Loss of Key Personnel 6
We Have Fewer Financial Resources than
Many of our Competitors 6
We Have Applied for But Have Not Yet
Obtained Patent Protection 7
Our Business May Subject us to Expensive
Product Liability Claims 7
Controlling and Certain Other Current Shareholders
Acquired Their Shares as Promotion Shares for
Nominal Consideration or for Services; Investment
In Our Shares May Involve Future Dilution 7
Certain Stockholders Effectively Control
Our Operations 8
We Do Not Plan to Pay Any
Dividends for the Foreseeable Future 8
Our Business Could be Adversely
Affected if our Customers Encounter
Year 2000 Problems 8
Limited Market for the Shares;
Volatile Market 8
</TABLE>

<PAGE> 8

<TABLE>
<CAPTION>
<S> <C>
SELECTED FINANCIAL INFORMATION 10

SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION 11

USE OF PROCEEDS 14

WHERE YOU CAN GET MORE INFORMATION 14

NET TANGIBLE BOOK VALUE PER SHARE 15

MARKET PRICE OF THE COMMON STOCK 15

DIVIDEND POLICY 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 17

BUSINESS 20

MANAGEMENT 25

PRINCIPAL STOCKHOLDERS 27

CERTAIN TRANSACTIONS 28

DESCRIPTION OF SECURITIES 29

PROSPECTUS 30

EXPERTS 30

LEGAL MATTERS 30
</TABLE>

3
<PAGE> 9

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this
prospectus. This summary is not complete and may not contain all of the
information you should consider before investing in the securities we are
offering. You should read the entire prospectus carefully. You should also read
our consolidated financial statements and the notes to the consolidated
financial statements.

POP N GO, INC.

Pop N Go, Inc., a Delaware corporation organized in October of 1996 (the
"Company"), is engaged in the development, manufacture and sale of proprietary
specialty food service and vending equipment.

We commenced business in October of 1996, and began shipping our first
product, the Pop N Go "Hot Air Popcorn Vending Machine", in the fourth quarter
of 1997. The Company has recently initiated development work on its second
product, "Go Nuts", a Hot Nuts Vending Machine.

We have shipped 420 units of our Pop N Go Hot Air Popcorn vending
machines through June 1, 1999, generating $1,143,826 in gross equipment sales
revenues. As of June 1, 1999, we had a backlog of $150,000 in orders for our
popcorn machines.

Our executive offices are located at 12429 East Putnam Street,
Whittier, California 90602. Our telephone number is (562) 945-9351.

4
<PAGE> 10
RISK FACTORS

Investing in the units is very risky. Investors should carefully
consider the following factors in addition to the other information in this
prospectus, in evaluating an investment in Pop N Go, Inc.

1. We Have A Limited Operating History On Which To Evaluate An
Investment In This Offering.

We have a limited operating history on which you must base your
investment decision and are subject to all of the risks associated with
development stage enterprises. We had no significant operations prior to October
of 1996. Accordingly, we are subject to various risks common to developing
businesses, including cash flow difficulties, competition for customers and
employees and delays in implementing business plans. We intend to expand our
sales, which will substantially increase our expenses and will likely decrease
our cash flow and earnings in the near future. Our ability to operate profitably
will depend on increasing sales, maintaining adequate profit margins and a
continuing demand for our products. Any increase in sales may have a negative
impact on our profitability, at least in the short term, as significant expenses
will be incurred prior to the receipt of additional revenues. See "Financial
Statements" and "Business."

2. We are Currently a "One Product" Company and Not Diversified.

Pop N Go has only one product fully developed and in production at this
time - its popcorn machine. As a result, its business revenues and cash flow are
dependent on this single food vending machine.

The Company's nut machine is still in an experimental stage and will
require significant further research, development and testing. Because the
popcorn machine is so new, and because the nut machine is still under
development, both products are subject to the risks of failure in development
and/or market acceptance.

3. Uncertainty that the Company will Continue as a Going Concern.

The Company's outside accountants have noted in their report (attached
hereto as an Exhibit), that during the years ended September 30, 1999 and 1998,
the Company incurred a net loss of $2,751,313 and $1,328,242, respectively. In
addition, the Company's net cash used in operating activities was $(1,968,474)
and $(577,661) for the years ended September 30, 1999 and 1998, respectively,
and the Company's accumulated deficit was $4,476,708 as of September 30, 1999.
Recovery of the Company's assets is dependent upon future events, the outcome of
which is indeterminable. In addition, successful completion of the Company's
transition, ultimately, to the attainment of profitable operations is dependent
upon obtaining adequate financing to fulfill its development activities and
achieving a level of sales adequate to support the Company's cost structure. As
a result of these and other factors, the Company's outside accountants have
issued a qualified report, qualified by the assumption that the Company will
continue as a going concern.

5
<PAGE> 11

4. A Downturn In The Food Vending Industry Would Adversely Affect
Our Business.

An economic downturn in the food vending industry could have a serious
negative impact on our business. Since our customers depend on the discretionary
buying patterns of vending food consumers, our business is impacted by all of
the economic factors which affect the food vending industry. When the food
vending industry experiences an economic downturn, due to a down turn in the
economy, a reduction in consumer spending, a drop in travel or dietary trends
away from vending foods, or for other reasons, there is typically a
corresponding reduction in demand for food vending equipment and related
services, which causes price reductions and increased credit risks associated
with doing business.

5. Our Business is Subject to the Risks of Foreign Operations.

As a result of our worldwide marketing of our equipment, our success is
subject to risks of doing business abroad, particularly as these risks relate to
sales of equipment, marketing, possible financing of customers, currency
exchange fluctuations, and enforcement of contracts under foreign laws and in
foreign jurisdictions. There can be no assurance that one or more of such
factors will not have a negative impact on Pop N Go's business.

6. Our Operations Would be Adversely Affected by the Loss of Key
Personnel.

Our ability to successfully implement our business strategy and operate
profitably will be dependent to a significant degree upon the services of Mel
Wyman, our Chief Executive Officer, Vernon Brokke, our President, and upon our
ability to attract and retain other qualified personnel experienced in the
various phases of our business. While we have entered into employment agreements
with Mr. Wyman, Mr. Brokke, the loss of their services would jeopardize our
operations. We will also be dependent upon other employees as we expand
operations. The loss of, or failure to retain and develop such persons, could
negatively affect our business or financial results. See "Management."

7. We Have Fewer Financial Resources Than Many Of Our Competitors.

Kettle poppers that use oil to cook popcorn in batches are our major
competition. Major manufacturers of kettle poppers are companies with longer
operating histories and greater resources than Pop N Go. We believe the
freshness of our machine's product, as well as the ease of cleanup and the
entertainment value of the machine's design, give our product

6
<PAGE> 12
a significant advantage over kettle popper products, although such competitors
can afford to reduce their prices and commit more resources to marketing their
products so as to remain extremely competitive. We may not be able to afford to
match such measures, and thereby may be unable to compete successfully.

8. We have Applied for But Have Not Yet Obtained Patent Protection.

We have applied for, but have not yet been granted, patents on various
aspects of our popcorn machine. We intend to file for patents on various aspects
of our nut machine. However, there can be no assurance that current or future
patent applications will result in patents being issued. There also can be no
assurance that such patents, if issued, will afford effective protection against
competitors, or that any patents issued or licensed to Pop N Go will not be
infringed upon or designed around by others.

We also rely on trade secrets to protect our innovations. There can be
no assurance that secrecy obligations will be honored or that others will not
independently develop similar or superior products. To the extent that
consultants, key employees or other third parties apply technological
information independently developed by them or by others to our projects,
disputes may arise as to the proprietary rights to such information, and any
such disputes may not be resolved in our favor.

9. Our Business May Subject Us To Expensive Product Liability
Claims.

Our business exposes us to possible claims for personal injury or death
which may result from a failure of our equipment, or its misuse by equipment
purchasers. This is an inherent risk when electrically operated vending
machinery equipment is manufactured, distributed worldwide, loaded with food
products, and sold to and consumed by the public in a self-operated setting.
Risks run the gamut from faulty electrical installation which would create a
risk of shock to tainted food stuffs which might make the consumer ill. We
believe that we have taken adequate precautions to assure the quality of our
machines. We also maintain liability insurance with coverage limits of
$1,000,000 per occurrence and $2,000,000 in the annual aggregate. Although Pop N
Go has never been subject to a product liability claim, there can be no
assurance that the coverage limits of Pop N Go's insurance policies will be
adequate or that one or more successful claims brought against Pop N Go would
not have a material adverse effect upon Pop N Go's business, financial condition
and results of operations.

10. Controlling and Certain Other Current Shareholders Acquired
Their Shares as Promotion Shares for Nominal Consideration or
for Services; Investment In Our Shares May Involve Future
Dilution.

Our controlling shareholders and certain of our other shareholders
acquired their stock in the Company in part as promotional stock for consulting
services, and the transfer of a patent and technology, and in part at cash
prices well below the price at which shares may be acquired from the Selling
Shareholders. We intend to issue and sell additional shares of our common stock
in the future, the result of which may dilute the percentage interest new
investors will receive.

7
<PAGE> 13

11. Certain Stockholders Effectively Control our Operations

Certain of our stockholders own significant blocks of our common stock
and have the ability to exert significant influence over the operation of our
business. Our two founding shareholders, who also serve as our officers and
directors, beneficially own in the aggregate 30% of our issued and outstanding
common stock. While each of these stockholders is an independent party, if these
parties were to act together as a group, they have the ability to effectively
control the election of all of the members of our Board of Directors and,
therefore, to control our business, policies and affairs.

12. We Do Not Plan to Pay Any Dividends for the Foreseeable Future.

We have not in the past and do not plan in the foreseeable future to pay
dividends on our common stock. Earnings, if any, are expected to be retained to
finance and develop our business. See "Dividend Policy."

13. Our Business Could be Adversely Affected if our Customers
Encounter Year 2000 Problems.

If the computer software programs and operating systems of our vendors,
customers and other third parties with whom we transact business are not "Year
2000" compliant, then our business could experience disruption and other
problems in early 2000. All of our hardware and software has been upgraded or
replaced so that it can interpret appropriately calendar year 2000, and our
computer software programs and operating systems are "Year 2000" compliant.
However, we have not fully determined the extent to which our vendors, customers
and other persons with whom we transact business have systems which are "Year
2000" compliant. In the event that a material portion of our suppliers or
customers suffer business disruption as the result of "Year 2000" problems, we
could be adversely affected. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Year 2000 Issue".

14. Limited Market for the Shares; Volatile Market

The market price of our common stock may be subject to significant
volatility until a stable, regular trading market for our common stock develops.
As of December 31, 1999, we had 6,526,200 issued and outstanding shares of
common stock. There has been a history of significant volatility in the market
prices for securities of companies in a similar stage of development. We expect
that the market price of our common stock will be highly volatile in the future.

8
<PAGE> 14

15. RISKS ASSOCIATED WITH PENNY STOCKS

Trading of our securities will likely be subject to material limitations
as a consequence of certain provisions of the Securities Exchange Act of 1934
which limit the activities of broker-dealers effecting transactions in "penny
stocks."

As a result of these rules, trading activities for our common stock will
be made more difficult for broker-dealers than in the case of securities not
defined as "penny stock". This may have the result of depressing the market for
our securities and an investor may find it difficult to dispose of such
securities.

9
<PAGE> 15

SELECTED FINANCIAL INFORMATION

Set forth below is the historical selected financial information with
respect to Pop N Go, Inc. and subsidiary for the fiscal years ended September
30, 1999 and September 30, 1998.

<TABLE>
<CAPTION>
For the Fiscal For the Fiscal
Year Ended Year Ended
September 30, 1999 Sept 30, 1998
------------------ --------------
<S> <C> <C>

STATEMENT OF OPERATIONS DATA:
Revenues 607,666 504,222
Operating (Loss)
not including interest 2,491,251 1,140,533

Net Income (Loss) per share (0.61) (0.48)

Weighted average number of 4,544,504 2,795,384
shares outstanding

BALANCE SHEET DATA:
Working Capital (Deficit) 187,643 (386,186)
Total Assets 736,203 571,055
Total Liabilities 638,153 582,541
Total Stockholders'
Equity (Deficit) 98,050 (11,486)
Minority Interest -- --
Net Tangible Book Value
Per Share (.004) (0.11)
</TABLE>

Forward Looking Statements in this Prospectus are Subject to Risks and
Uncertainties.

The statements contained or incorporated by reference in this Prospectus
that are not historical facts are "forward-looking statements" and can be
identified by the use of forward- looking terminology such as "believes",
"expects", "may", "will", "should", "intends" or "anticipates" or the negative
thereof or other variations thereon or comparable terminology, or by discussions
of strategy that involve risks and uncertainties.

Certain information set forth or incorporated by reference in this
Prospectus, including "Management's Discussion and Analysis of Financial
Condition and Results of Operations" is forward-looking, such as information
related to the effects of future capital commitments

10
<PAGE> 16

and the effects of competition. Such forward-looking information involves
important risks and uncertainties that could significantly affect expected
results in the future from those expressed in any forward-looking statements
made by, or on behalf of, us.

Important factors that may cause actual results to differ from
forward-looking statements may include, for example:

- the success or failure of our efforts to implement our business
strategy, including expanding our international sales;

- our ability to raise sufficient capital to expand our business;

- the effect of changing economic conditions on the food vending
industry;

- changes in government regulations, tax rates and similar matters;

- our ability to attract and retain quality employees; and

- other risks which may be described in our future filings with the
SEC.

We do not promise to update forward-looking information to reflect
actual results or changes in assumptions or other factors that could affect
those statements.

Persons reading this Prospectus are cautioned that such statements are
only predictions and that actual events or results may differ materially. In
evaluating such statements, readers should specifically consider the various
factors which could cause actual events or results to differ materially from
those indicated by such forward-looking statements.

SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION

The 1,994,548 shares offered under this Prospectus were originally
issued privately by the Company to a limited number of accredited or
sophisticated investors, for cash, in conversion of debt, or for services
rendered, at "private" purchase prices ranging from $0.07 to $1.40. In
connection with our initial sale certain of these shares to such shareholders,
we entered into agreements with the purchasers whereby we agreed to register
their shares of Common Stock for sale under this Prospectus.

The shares listed below represent, as of the date of this Prospectus,
all of the shares that each of the Selling Shareholders beneficially owns, the
number of shares that may be offered and the number of shares that each of the
Selling Shareholders will own after the offering assuming they each sell all of
the shares offered under this Prospectus.

11
<PAGE> 17

<TABLE>
<CAPTION>
Common Common Percent of Percent of
Shares Shares Common Common
Held Held Shares Held Shares Held Common
After Before After Before Shares
Name Offering Offering Offering Offering Offered
- ---- ---------- ---------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C>
Calblue Inc.
(Mel Wyman)(1) 612,800 812,800 9.4 12.5 200,000

Gwendolyn
Investments LLC
(Vernon Brokke)(2) 83,250 83,250 1.28 1.3 0

Vernon L.M. Brokke and 816,750 1,016,750 12.5 15.6 200,000
Gwendolyn L. Brokke, TNENT
</TABLE>

(1) Mel Wyman is the Chief Executive and a Director of Pop N Go, Inc. and
through his personal corporation, Calblue Inc., beneficially owns
approximately 12.5% of the outstanding shares of Pop N Go, Inc.'s Common
Stock.

(2) Vernon Brokke is the President and a Director of Pop N Go, Inc. and
holds personally and through his personal corporation, Gwendolyn
Investments, LLC, approximately 17.1% of the outstanding shares of
Pop N Go, Inc.'s Common Stock.

12
<PAGE> 18

Common Common Percent of Percent of
Shares Shares Common Common
Held Held Shares Held Shares Held Common
After Before After Before Shares
Name Offering Offering Offering Offering Offered
- ---- ------------ ------------ ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Patrick M. Bagg 0 7,143 n/a n/a 7,143
Kenneth Laufer 0 27,143 n/a n/a 27,143
Robert L. Mehl 0 50,001 n/a n/a 50,001
Carol M. York 0 14,286 n/a n/a 14,286
Brian Roland 0 10,000 n/a n/a 10,000
R.D. Boland 0 40,000 n/a n/a 40,000
Stanford L. Hart 0 5,000 n/a n/a 5,000
David Joseph Harsch 0 10,000 n/a n/a 10,000
Joseph G. Birnbaum 0 38,573 n/a n/a 38,573
Robert J. Corsiglia 0 10,000 n/a n/a 10,000
Ikon Group, Inc. 0 17,000 n/a n/a 17,000
George Auld 0 24,286 n/a n/a 24,286
R and J of Norfolk, Inc. 0 10,000 n/a n/a 10,000
R.W. Cameron 0 18,286 n/a n/a 18,286
Ricardo C. Carvalho 0 3,572 n/a n/a 3,572
Bernard Saul 0 100,001 0 1.5 100,001
Dr. Stuart C. Rubin 0 7,143 n/a n/a 7,143
Sandra H. Wilensky 0 7,143 n/a n/a 7,143
Neal Kaufman 0 715 n/a n/a 715
Kelly Mattia 0 3,572 n/a n/a 3,572
Barbara J. Stubblefield 0 7,143 n/a n/a 7,143
Nels & Mary-Ann Nelson
Living Trust dd 6/21/81 0 11,000 n/a n/a 11,000
Mary L. Ducummon 0 7,143 n/a n/a 7,143
Midas Fund, Ltd.-Class A 0 35,715 n/a n/a 35,715
Kazuko Ross 0 14,286 n/a n/a 14,286
Robert M. Stilson 0 10,500 n/a n/a 10,500
Dr. Brian Billard 0 21,429 n/a n/a 21,429
Jeanette I. Preston 0 7,143 n/a n/a 7,143
Richard Windle 0 10,000 n/a n/a 10,000
George V. Envall 0 3,572 n/a n/a 3,572
Thomas J & Lois McDonnell 0 3,572 n/a n/a 3,572
Irving Berke, MD 0 14,286 n/a n/a 14,286
George S. Weart 0 7,143 n/a n/a 7,143
Richard A. Wood 0 7,143 n/a n/a 7,143
James & Dorothy
Horalek TTEE 0 21,429 n/a n/a 21,429
Patrick Stanton 0 14,286 n/a n/a 14,286
Donald E. Green 0 7,143 n/a n/a 7,143
Elmer L. Christiansen 0 25,000 n/a n/a 25,000
Chris S. Lee 0 3,575 n/a n/a 3,575
Ronald W. Milbourn 0 7,000 n/a n/a 7,000
Julia M. Wong 0 10,000 n/a n/a 10,000
Vahe M. Hovsepian 0 7,143 n/a n/a 7,143
John Ganim 0 10,000 n/a n/a 10,000
Annuit Coeptis Corp 0 1,786 n/a n/a 1,786
Kenneth/Evelyn Lovelace 0 1,786 n/a n/a 1,786
Stephen M. Spurrier 0 5,000 n/a n/a 5,000
Williams & Patsy Gardiner 0 7,143 n/a n/a 7,143
Peter V. Wagner 0 15,000 n/a n/a 15,000
Michael D. Rapperport 0 32,144 n/a n/a 32,144
Homer Chan 0 20,000 n/a n/a 20,000
Robert E. Shafarman 0 5,000 n/a n/a 50,000
Bonnie Parlee 0 7,143 n/a n/a 7,143
Jessica Mayer 0 24,286 n/a n/a 24,286
Jason H. Wilensky 0 7,143 n/a n/a 7,143
Richard Nibbe 0 21,429 n/a n/a 21,429
Kenneth Knight 0 7,143 n/a n/a 7,143
Fred Kazzouti 0 14,286 n/a n/a 14,286
P&M Marketing Group, Inc. 0 160,000 0 2.4 160,000
First York Partners, Inc. 125,000 275,000 1.9 4.2 150,000
Alex Mendez 143,500 203,500 2.2 3.1 60,000
</TABLE>

13
<PAGE> 19

n/a means Not Applicable
- ------------------------

The Selling Stockholders may effect the distribution of the shares in
one or more transactions that may take place through the over-the-counter Pink
Sheets, including block trades or ordinary broker's transactions, through
privately negotiated transactions, in an underwritten offering, or a combination
of any such methods of sale. Sales of the shares will be made at market prices
prevailing at the time of sale or at negotiated prices. Selling Stockholders may
pay usual customary or specifically negotiated brokerage fees or commissions in
connection with such sales, as well as the fees of their attorneys and
accountants. We have agreed to pay all expenses, including filing fees, relating
to preparation of this registration statement, and the fees of our attorneys and
accountants, which are estimated to aggregate approximately $60,000.

USE OF PROCEEDS

All net proceeds from the sale of the shares will go to the stockholders
who offer and sell them. We will not receive any proceeds from the sale of
shares by the Selling Stockholders.

WHERE YOU CAN GET MORE INFORMATION

This Prospectus is part of a Registration Statement on Form SB-2 filed
by us with the SEC under the Securities Act of 1933. As permitted by SEC rules,
this Prospectus does not contain all of the information included in the
Registration Statement and the accompanying exhibits filed with the SEC. You may
refer to the Registration Statement and its exhibits for more information.

At your request, we will provide you, without charge, a copy of any
exhibits to our Registration Statement. If you would like more information,
write or call us at:

POP N GO, INC.
12429 East Putnam Street
Whittier, California 90602
Telephone: (562) 945-9351
Facsimile: (562) 945-6341

Our fiscal year ends on September 30. We intend to provide annual
reports containing audited financial statements and other appropriate reports to
our shareholders. In addition, we intend to become a reporting company and file
annual, quarterly and current reports, proxy statements and other information
with the SEC. You may read and copy any reports, statements or other information
we file in the future at the SEC's public reference room in

14
<PAGE> 20

Washington, D.C. You can request copies of such documents, upon payment of a
duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330
for further information on the operation of the public reference rooms. Our
future SEC filings will also be available to the public on the SEC Internet site
at http\\www.sec.gov.

You should rely on the information provided in this Prospectus. We have
not authorized anyone to provide you with different information. You should not
assume that the information in this Prospectus is accurate as of any date other
than the date on the first page of the Prospectus. No offer of securities is
being made in any state or country in which the offer or sale is not permitted.

NET TANGIBLE BOOK VALUE PER SHARE

As of September 30, 1999, the net tangible book value of our common
stock was $(25,840) or $(0.004) per share of common stock, based upon 6,514,771
shares outstanding. "Net tangible book value" per share represents the amount of
our total tangible assets reduced by our total liabilities divided by the number
of shares of common stock outstanding.

MARKET PRICE OF THE COMMON STOCK

As of the date of this prospectus, our common stock is traded in the
over-the-counter market through the "Pink Sheets" under the symbol "POPN", and
has traded publicly since April 26, 1999. The market for our common stock on the
Pink Sheets is sporadic, and the quarterly average daily volume of shares traded
since our listing in the Pink Sheets on April 26, 1999, ranged from a low of 200
shares to a high of 400 shares. The following table presents the range of the
high and low bid and estimated average daily volume information for our common
stock for the periods indicated, which information was provided by the NASDAQ
Stock Market, Inc. The quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission, and may not represent actual transactions.

<TABLE>
<CAPTION>
Estimated
Average Daily
High Low Volume (Shares)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
First Quarter of Fiscal Year
Ending 9/30/00 2.00 1.25 200
Fourth Quarter of Fiscal Year
Ending 9/30/99 2.50 1.50 200
Third Quarter of Fiscal Year
Ending 9/30/99 2.50 1.50 400
</TABLE>

Records of our stock transfer agent indicate that as of January 11,
2000, there were 264 record holders of our common stock.

15
<PAGE> 21

DIVIDEND POLICY

We have not paid any cash dividends to date, and do not anticipate or
contemplate paying cash dividends in the foreseeable future. We intend to
utilize all available funds for the purposes set forth above under "Use of
Proceeds."

16
<PAGE> 22
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with the Company's
consolidated financial statements and accompanying notes. This prospectus
contains certain forward-looking information, which involves risks and
uncertainties. The actual results could differ from the results we anticipate.
See "Special Note Regarding Forward-Looking Statements."

YEAR ENDED SEPTEMBER 30, 1999 VERSUS YEAR ENDED SEPTEMBER 30, 1998

RESULTS OF OPERATIONS

The Company incurred a net loss of $2,751,313 for the year ended September 30,
1999 as compared to a net loss of $1,328,242 for the year ended September 30,
1998. This loss represents a loss from operations of $2,491,251 and $1,140,533
for the years ended September 30, 1999 and 1998, respectively. The net loss also
includes interest expense and other finance charges totaling $259,147 and
$186,630 for the years ended September 30, 1999 and 1998, respectively.

Total revenues for the year ended September 30, 1999 were $607,666 as compared
to $504,222 for the year ended September 30, 1998. This represents an increase
in revenues of 21% over the same period in the prior year. This increase was
primarily due to additional popcorn machine sales during 1999.

Total cost of goods sold for the year ended September 30, 1999 was $531,336 as
compared to $415,609 for the year ended September 30, 1998. The gross profit on
the equipment sales went from 17.6% for the year ended September 30, 1998 to
12.6% for the year ended September 30, 1999. This decrease in the gross profit
percent was primarily caused by higher costs associated with producing the
popcorn machines.

Total operating expenses consist primarily of development expenses and general
and administrative expenses. For the year ended September 30, 1999, total
operating expenses were $2,567,581. For the year ended September 30, 1998,
total operating expenses were $1,229,146. This represents a 109% increase over
the same period in the prior year.

General and administrative expenses for the year ended September 30, 1999 were
$2,047,981 as compared to $716,190 for the year ended September 30, 1998. This
represents an increase of 186% over the same period in the prior year. This
increase was caused by higher professional fees, increases in salaries and wages
due to hiring of additional employees, increases in travel and trade show
expenses, and the amortization of costs relating to acquiring proprietary
software.

Interest expense and other finance charges went from $186,630 for the year ended
September 30, 1998 to $259,147 for the year ended September 30, 1999. This
represents an increase in interest expense and other finance charges of 39% from
prior year. This increase was due primarily to the issuance of restricted
private placement common stock and a put option in exchange for convertible
debentures at a discount to the market price of the common stock at the time of
the issuance. As of September 30, 1999, the Company had exchanged all of its
convertible debentures for shares of its common stock.

Liquidity and Capital Resources

As of September 30, 1999, the Company had cash and cash equivalents of $140,264
as compared to cash and cash equivalents of $17,238 as of September 30, 1998. At
September 30, 1998, the Company had a working capital deficiency (total current
liabilities in excess of total current assets) of ($386,186) as compared to
working capital (total current assets in excess of current liabilities) of
$187,643 as of September 30, 1999. Net cash used in operating activities was
$1,968,474 for the year ended September 30, 1999 and $577,661 for the year ended
September 30, 1998. This principal use of cash for the year ended September 30,
1999 was to fund the net loss from operations for the period. The Company
privately raised a total of $2,151,882 from the issuance of restricted common
stock, net of stock issuance costs, during the year ended September 30, 1999,
and this was used to fund the net loss from operations, as well as to purchase
furniture and equipment and pay off a loan from a shareholder.

Net cash used in investing activities was $28,257 and $265,607 for the years
ended September 30, 1999 and 1998, respectively. This decrease in net cash used
in investing activities was as a result of a significant decrease in
expenditures for proprietary technology during the year ended September 30,
1999 for which the research and development was completed during the prior
period.

Net cash from financing activities was $2,119,757 for the year ended September
30, 1999 as compared to $739,860 for the year ended September 30, 1998. The
large increase during the year ended September 30, 1999 was primarily caused by
the Company raising additional equity capital through the private issuance of
restricted common stock.

17
<PAGE> 23

INFLATION

Although we cannot accurately anticipate the effect of inflation on our
operations, we do not believe that inflation has had, or is likely in the
foreseeable future to have, a material effect on our results of operations or
financial condition.

YEAR 2000 ISSUE

The widespread use of computer programs that rely on two-digit dates to
perform computations and decision making functions may cause computer systems to
malfunction in the year 2000 and lead to significant business delays
and disruptions in the U.S. and internationally.

We cannot assure you that Year 2000 compliance plans of our vendors and
customers will be completed on a timely manner. With respect to vendors, we
believe that there are sufficient numbers of vendors of parts such that any Year
2000 problems encountered by a particular vendor will not adversely impact our
ability to purchase inventory. In the event that any particular customer
encounters Year 2000 difficulties, it may impact our sales to, or collection of
receivables from, that customer until the problems are resolved. We believe that
our sales are sufficiently diversified that this would not result in a material
adverse impact on operating results. In addition, any such disruption is likely
to be temporary and result in a

18
<PAGE> 24

delay, rather than loss, of sales to that customer. However, if a number of
customers experience problems resulting in significant delays in payment on
outstanding accounts receivable, we could experience material cash flow
difficulties until such problems are resolved.

<PAGE> 25

BUSINESS

A. INTRODUCTION

Pop N Go, Inc. (the "Company") is a Delaware corporation, organized in
October of 1996, for the purpose of conducting a business in the development,
manufacturing, marketing and distribution of a new line of specialty food
service and food vending machine equipment.

The Company began operations in October 1996 and began shipping its
first product, the Pop N Go Hot Air Popcorn Vending Machine during the 4th
quarter of 1997.

The Company acquired all of the outstanding shares of Nuts to Go, Inc.
in February of 1997, and thereby technology under development for a hot nuts
vending machine, which management intends to be the Company's second vending
machine product. The Company has carried on development of this technology in
Pop N Go, Inc. Nuts to Go, Inc. is currently an inactive subsidiary without
assets or activities. The Company estimates, although it cannot assure, that it
may introduce this second product, the "Hot Nuts" vending machine, during the
second quarter of 2000.

In July 98 the Company amended its Articles of Incorporation to
split its outstanding stock on an 1850 for one basis (all share numbers set
forth herein are on the basis of post split shares).

Revenue streams are anticipated to be generated in the future from (1)
the sale of the Pop N Go vending machines; and (2) the operation of Company
owned revenue share machines, which are owned by the Company, and are typically
located in retail stores with the store receiving a percentage of the revenue
generated by each machine. Company personnel provide maintenance and collection
services for revenue sharing machines. It is estimated that up to 25% of the
Company's machines will be operated on a revenue sharing program. There is of
course no assurance that the Company will be successful or will realize profits
from its activities.

B. PRODUCTS

Pop N Go is a unique hot air based popcorn vending machine which
delivers a fresh cup of popcorn on demand, with butter flavoring or plain. Pop N
Go contains the Company's proprietary microprocessor technology which provides a
closed-loop feedback popping process and generates an audit trail for each cup
vended. The attractive design is geared for the retail environment in an effort
to generate a higher volume of cups vended than a factory lunchroom environment.

The popcorn unit has a moving color LED display that instructs the
customer on how to use the vending machine, neon lights, and an open
"see-through" cooking system that allows the customer to watch and take in the
aroma as the machine pops the popcorn on demand. The neon lights and a moving
color LED display provide for maximum visibility and customer entertainment. The
46 ounce cup of popcorn is popped with hot air during a two- minute vend cycle,
and the customer has a choice of oil-free or butter-flavored popcorn. The latter
is sprayed with butter-flavored oil during the pop cycle.

Pop N Go can be operated in automatic vend mode, manual mode or via
remote control in manual locations where the machine is not located in close
proximity to the cashier. It is

<PAGE> 26

available in counter top or floor models. Both models feature a napkin and salt
dispenser and a waste drawer. The vender features fully programmable system
parameters, including cook time, temperature and butter dispenser. All
subsystems can be easily removed for cleaning and maintenance. The machine's
computerized audit system allows for easy access to vend history.

To install the machine, the operator need only remove the fully
assembled unit from its box, and plug it in at a location. Once the operator
stocks the unit with popcorn and flavoring and has verified the kernel and
flavoring dispenser level, he or she must only restock the machine every 100
vends.

The Company's focus on serving the general public in addition to the
office and factory workplace expands the market for fresh popped popcorn
significantly.

In addition to the United States, where the Company has pilot programs
in Chevron, Food Lion and Wilson Farms, the Company also has targeted the
international market for the sale of popcorn units. The Company currently has
distributors in Mexico, France, China, Argentina and South Africa.

Management plans to aggressively develop new niche markets for other
vending equipment. The next vending machine will be Go Nuts, a specialty hot
nuts vender incorporating many of the unique features of the Pop N Go popcorn
vender.

C. THE MARKET

Vending is estimated to be a $30 billion industry according to the Trade
Publication 1998 Vending Times, and worldwide popcorn sales are in excess of 1
billion pounds annually according to the 1998 Popcorn Institute estimate.
Management believes the ability to deliver hot fresh popcorn popped right in
front of the customer with all of the smell and sound of fresh popping corn
presents a powerful attract mode to the consumer. The vend price of $1 for a 46
ounce cup of popcorn represents significant value to the consumer and allows the
owner/operator to net up to $.85 for each cup vended, before paying any location
commissions.

Pop N Go popcorn machines are currently located in convenience stores,
supermarkets, bowling alleys, car washes, military bases and a wide range of
other retail, industrial and office locations.

Management believes there is a trend toward eating healthy, which gives
Pop N Go a significant advantage over microwave and other kettle popped
products, since Pop N Go is the only popcorn that can be delivered totally
oil-free. The customer who enjoys butter flavoring can choose that option by
making that selection during the vend process. The total vend cycle takes
approximately 2 minutes, which is shorter than the microwave or kettle popped
process.

21
<PAGE> 27

D. DISTRIBUTORS & MARKETING

The Company has entered into oral or written distribution agreements
with 10 distributors as follows:

VTR Services (Maryland)
Michigan Carbonics (Michigan)
New Brunswick Saw Service (New Jersey)
Diasa S.A. (Mexico)
R&J of Norfolk (Virginia)
Carib Latin World Trading Inc. (Puerto Rico)
Starvend (France)
Credivest, C.C. (South Africa)
Ten Hoeve (New Jersey)
KAM International (China)

The contracts with Diasa, S.A., Kam International and R & J Norfolk,
generated approximately $52,000, $140,000 and $96,000 in revenues to the
Company in its 1998/99 fiscal year, and each may be deemed material. The R & J
Norfolk and Kam International contracts are oral and can be terminated by
either party at any time. The Diasa, S.A. contract extends through May 2002,
and grants exclusive distribution rights to Diasa through its term throughout
Mexico. The other distribution agreements have generated lesser revenues to the
Company to date.

The Company's President is a minority shareholder in VTR Services, Inc.,
one of the Company's distributors for the mid-Atlantic region. The terms by
which the Company does business with VTR are the same as with the Company's
other distributors.

The Company management estimates there may be over one million potential
locations for its popcorn machine in the U.S., including 100,000 convenience
stores, and thousands of other retail stores, schools, hospitals, offices and
military bases.

E. CUSTOMERS

We have over 120 customers, which include Diasa, Kam International and
R&J Norfolk. Of these customers, 109 customers are U.S. based, while 11
customers are located in overseas markets. During the twelve month period ended
September 30, 1998, Pop N Go's top 10 customers accounted for approximately 75%
of net sales, and one customer, Dadas, Slovania accounted for more than 33% of
net sales. At September 30, 1999, accounts receivable from these top 10
customers totaled $145,906, of which $52,489 were offshore accounts and $93,416
were U.S. based accounts.

F. COMPETITION

Consumers of popcorn outside of the home heretofore have had two options
available to them. First is the kettle popped popcorn which is typically
available in movie theaters and concession stands. The popcorn is cooked in oil
in large batches and is subject to waste, labor and cleanliness issues. Kettle
popped corn will grow stale quickly if not consumed.

22
<PAGE> 28

The second option typically available in the lunchroom environment is
microwave cooked popcorn. The consumer purchases a bag of microwave popcorn from
a snack vending machine and cooks it in a microwave oven.

These traditional ways of serving popcorn are the major competition for
Pop N Go's popcorn machine. These methods do not allow for delivery of a fresh
cup popped on demand in an oil free manner.

Management believes there may be perhaps two competitors that produce
hot air popcorn vending machines. Neither have the features of Pop N Go that
combine the programmable cook process with the attract mode LED display.
Management believes it has significant market advantages over these competitors
in that (1) it is the only company with a programmable cooking process popcorn
vending machine, and (2) management believes the popcorn machine unit price at
$2,995, is perhaps 30% lower in price than competitive units.

G. FOREIGN OPERATIONS

The company expects foreign operations to play an increasing role in the
future. The Company currently sells its equipment to Mexico, China and France
and expects to commence sales in Argentina, Brazil and Japan during fiscal year
2000. Management believes that foreign sales could account for up to 25% of the
Company's gross revenue in fiscal year 2000.

The Company will face significant risks as a result of its international
operations which may include regulatory delays or disapprovals, exchange rate
fluctuations which will make it more difficult for foreign buyers to buy the
Company's equipment if local currencies are devalued, expenses and delays due to
political instabilities, changes in local tariffs and foreign distributors
failing to fulfill purchase commitments.

H. DEBT FINANCING AND CREDIT FACILITIES

As of January 11, 2000, the Company had no debt financing or credit
facilities.

I. INVENTORY.

The company subcontracts out the manufacture of its circuit boards and
other parts of the popcorn unit to outside manufacturers who produce parts to
its specifications. Parts inventories consist primarily of small parts and
supplies to be used in the manufacturing process of machines held for resale.
Parts are valued at the lower of cost or market. Cost is determined by the
first-in, first-out (FIFO) method.

J. INTANGIBLE ASSETS

Intangible assets consist primarily of the costs incurred in development
of software integral to the operation of the machine. These costs will be
amortized over a 5 year period.

The patent and certain technology related to the popcorn machine was
assigned by Messrs. Wyman (through his professional corporation, Calblue, Inc.)
and Brokke (through his limited liability corporation, Gwendolyn Investments,
LLC), to the Company in October of 1996, in consideration for the issuance of
1,387,500 (equivalent post split) shares of the Company's common stock in
connection with the initial capitalization of the Company. The patent was
originally granted on April 20, 1993.

K. RESEARCH AND DEVELOPMENT

The Company has continued to refine, retrofit, and improve the popcorn
unit, and the unit's overall production and manufacturing processes. The Company
has also under development its Hot Nuts Machine. The Company is exploring the
possible development of other food service and vending machines in the future.

23
<PAGE> 29

L. FACILITIES

The Company occupies 6,000 square feet in Whittier, California, where
the corporate office and manufacturing facility for the Company is located.

The Company rents its Whittier office and manufacturing facility from
the father of the Company's Director of Manufacturing. The Company believes it
is paying at or below market rates for the facility. Management believes that
other comparable space is available at similar rent and terms should the Company
be required to move to another location.

M. SEASONAL FACTOR

The consumption of popcorn is not subject to seasonality except in those
locations that are dependent on tourism for much of their business.

N. EMPLOYEES

Pop N Go has 18 full time employees and consultants and 1 part-time
software development consultant. None of its employees belong to a union.

O. GOVERNMENT REGULATIONS

Although the Company believes there are no "Government" regulations
which apply to the mechanical electrical safety aspects of Pop N Go machines,
the Company has obtained certification for the European Community (CE) and for
Mexico, Normas Oficiales Mexicanas (NOM). The Company has applied for listing,
but not yet obtained listing with Underwriters Laboratory (UL) for the United
States and with Canadian Underwriters Laboratory (CUL).

P. LITIGATION

The Company has no pending litigation.

Q. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

(1) DISMISSAL OF PRINCIPAL ACCOUNTANTS

The Company dismissed Tanner, Mainstain, Hoffer & Peyrot ("Tanner"),
Certified Public Accountants as its principal accountants on September 23,
1998. Tanner performed an audit for the year ended September 30, 1997 and
prior years. Tanner's report of independent auditors for the year ended
September 30, 1997 contained no adverse opinion or a disclaimer of opinion,
nor was qualified nor modified as to uncertainty, audit scope, or accounting
principles, with the exception that it contained a going concern
qualification, as does the report of the Company's current independent
auditors. The decision to change principal accountants of the Company was
approved by the Board of Directors of the Company.

During the Company's year ended September 30, 1997, and through the
dismissal of Tanner on September 23, 1998, there were no disagreements with
Tanner on any matter of accounting principles or practices, financial
statement disclosures, or auditing scope or procedure. There is nothing to
report under Item 304(a)(1)(iv), (B) through (E).

(2) ENGAGEMENT OF NEW PRINCIPAL ACCOUNTANTS

The Company engaged Singer, Lewak, Greenbaum & Goldstein, LLP, ("SLGG") on
September 23, 1998 as its principal accountants. SLGG's business address is
10960 Wilshire Boulevard, Suite 1100, Los Angeles, California, SLGG replaces
Tanner. SLGG conducted both the 1998 and 1999 audits, which are attached.
Neither the Company nor anyone on its behalf has consulted SLGG during the
two most recent past fiscal years regarding any matter for which reporting
is required under Regulation S-B, Item 304(a)(2)(i) or (ii) and the related
instructions.

<PAGE> 30

MANAGEMENT

Directors and Executive Officers

The Directors and executive officers of Pop N Go, Inc. and their ages
and positions are set forth below:

<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Melvin Wyman 61 Chief Executive Officer, Secretary and a Director
Vernon Brokke 47 President and a Director
</TABLE>

MELVIN WYMAN is Chief Executive Officer and a Director. Dr. Wyman holds a BA and
Ph.D. from the University of California, Los Angeles. He has over 15 years of
experience in the design and marketing of specialty vending and video game
products. He has served as the CEO of Pop N Go since the Company's inception in
1996. Prior to his involvement with Pop N Go, Dr. Wyman was the Director of US
Operations for Sport Active, Inc. Sport Active is a Canadian based developer of
an interactive game system developed for the hospitality industry.

VERNON BROKKE is President and a Director. Mr. Brokke has a distinguished sales
career encompassing over 20 years with 8 President's Club Winner Awards. Prior
to his appointment as President of Pop N Go in 1996, Mr. Brokke was Area Sales
Manager for Stratacom, a telecommunications network company with sales in excess
of $500 million. Mr. Brokke is responsible for developing the Company's
worldwide marketing strategy.

Director Compensation

Our Directors do not receive any compensation for their services as
Directors.

Executive Compensation

The following table reflects compensation paid or accrued during the
indicated fiscal years, which end on September 30 of the indicated year with
respect to compensation paid or accrued by Pop N Go, Inc.

<PAGE> 31

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Annual Compensation Awards Payouts
--------------------------------------------- ------------ ------------------------
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and Salary Bonus sation Award(s) Options/ Payouts sation
Principal Position Year $ $ $ $ SARs(#) $ $
------- ------- ------- ------- ----------- ------------ ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Melvin Wyman, 1999 104,000 6,000 0 83,250 n/a n/a n/a
Chief Executive Shares
Officer, Secretary
and a Director

Vernon Brokke, 1999 104,000 6,000 0 83,250 n/a n/a n/a
President and Shares
a Director
</TABLE>

(1) Does not include prerequisites and other personal benefits, securities or
property if the aggregate amount of such compensation for each of the persons
listed did not exceed the lesser of (i) $50,000 or (ii) ten percent of the
combined salary and bonus for such person during the applicable year.

The following table contains information concerning stock options
granted to officers and directors through September 30, 1999.

Options/SAR granted in last fiscal year.

<TABLE>
<CAPTION>
No. Of Sec.
% of Total Potential Realized Value
Underlying Options/SARs At Assumed Rates of
Options/ Granted to Exercise Stock Price Appreciation
SARs Employees or Base for Option Term(a)
Granted In Fiscal Price Expiration
Name (#) Year ($/Sh) Date 5%($) 10%($)
----------- ------------ -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Melvin Wyman 100,000 100,000 .05 12/31/01 2.10 2.20
Vernon Brokke 100,000 100,000 .05 12/31/01 2.10 2.20
</TABLE>

Options vest as follows: Fully vested as of 9/1/99

(a) These amounts, based on assumed appreciation rates of 5% and 10% rates
prescribed by the Securities and Exchange Commission rules are not
intended to forecast possible future appreciation, if any, of the
Company's stock price. The closing price at September 30, 1999 of the
Company's Common Stock was $2.00 per share.

No options were exercised in the preceding fiscal year.

Employment Agreements

Under long term consulting agreements with each of the officers (through
their personal corporation or limited partnership), monthly compensation is
currently $10,000 per month and increases to $12,500 per month beginning January
1, 2000, for each officer. In addition, they are each entitled to an annual
bonus equal to 1% of the Company's gross annual sales each year.

Their consulting agreements terminate December 31, 2000, and may be
terminated earlier upon payment of a termination sum equal to six months'
consulting fees.

In addition to direct remuneration, Pop N Go reimburses all employees
and consultants for business-related expenses, and provides medical insurance
benefits for certain consultants.

<PAGE> 32
Stock Option Plan

On August 31, 1998, the Board of Directors of Pop N Go, Inc. adopted a
Stock Option Plan (the "Plan"). This Plan provides for the grant of Incentive
Non-qualified Stock options to employees selected by the Board of Directors of
Pop N Go, Inc. To date, 394,000 options have been granted under the Plan,
including 100,000 to Dr. Wyman, and 100,000 to Mr. Brokke, at an exercise price
of $0.05 per share. 57,500 options have been exercised as of September 30, 1999.

INDEMNIFICATION MATTERS

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.

There is no pending litigation or proceeding involving any director,
officer, employee or agent of the Company where indemnification will be
required or permitted. The Company is not aware of any pending or threatened
litigation or proceeding that might result in a claim for such indemnification.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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, therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the
beneficial ownership of the common stock (including common stock acquirable
within 60 days pursuant to options, warrants, conversion privileges or other
rights) of the Company as of September 30, 1999 (i) by each of the Company's
directors and executive officers, (ii) all executive officers and directors as a
group, and (iii) all persons known by the Company to own beneficially more than
5% of the common stock. All persons listed have sole voting and investment power
over the indicated shares unless otherwise indicated.

<TABLE>
<CAPTION>
PERCENT
------------------------------------
NAME SHARES Before Offering After Offering
<S> <C> <C> <C>
Melvin Wyman 912,800(1) 14.0% 10.9%
Vernon Brokke 1,200,000(2) 18.4% 15.4%

All officers and directors as a group 2,112,800 32.4% 26.3%
</TABLE>

The addresses for Messrs. Wyman and Brokke is c/o Pop N Go, Inc. 12429
East Putnam Street, Whittier, California 90602.

(1) Includes 100,000 shares subject to options presently exercisable.

(2) Includes 100,000 shares subject to options presently exercisable.

(3) Held through a wholly-owned corporation, Calblue, Inc.

(4) Held personally and through his personal corporation, Gwendolyn
Investments, LLC.

27
<PAGE> 33

CERTAIN TRANSACTIONS

1. In October of 1996, the Company issued 1,387,500 (equivalent post split)
shares of its common stock to Messrs. Wyman (through his professional
corporation, Calblue Inc.) and Brokke (through his limited liability
corporation, Gwendolyn Investments, LLC) the Company's founders, in
consideration for assignment of a patent and certain proprietary
technology. The patent was originally granted on April 20, 1993.

2. In August 1997, the Company entered into an agreement with Nuts to Go,
Inc., to design and develop a hot nuts vending machine. The contract
price was fixed at $260,000, which has been paid. In February 1998, the
Company acquired all of the stock of Nuts to Go, Inc., in a tax free
stock for stock reorganization, wherein the Company issued 481,000
(equivalent post split) shares of its common stock, in exchange for all
of the outstanding common stock of Nuts to Go, Inc., thereby acquiring
all of the technology. The assets purchased by the Company was the
technology to the Nuts to Go vending machine, with no liabilities
assumed. The carrying book value of total assets and net worth of Nuts
to Go was 0.

The Company's President, Vernon Brokke, was a minority shareholder in
Nuts to Go, Inc. Mr. Brokke's interest in the acquired company is 34.6%.

3. In December 1997, 16 Accredited investors who held outstanding Company
debentures converted a total of $385,000 in convertible debentures into
712,250 (equivalent post split) shares of the Company's common stock.
These Accredited Investors were unrelated to the Company's officers,
directors or principal shareholders.

4. In March, 1998, the Company issued a convertible promissory note for
$250,000, to a nonrelated Accredited Investor, which was convertible
into 508,750 shares of the Company's common stock at maturity. The note
was unsecured, bore interest at a rate of 15% per annum, and was due on
December 31, 1998. The maturity date was extended, and then the Note was
converted into 508,750 Shares of the Company's Common Stock effective
June 1, 1999. In connection with the conversion into stock, the Company
issued a "put" to the converting debt holder, providing that if the per
share price of the Company's stock was not at least $2.15 on March 31,
2000, the debt holder could "put" 150,000 shares of his stock back
to the Company at a "put" price of $2.15 per share, for a total of
$322,500. If this put is exercised, the Company will pay the put price
and cancel and return these shares to Treasury.

5. In July 31, 1998, the Company split its 1730 then outstanding shares of
common stock in a 1850 for one stock split, into 3,200,500 shares of
common stock, and

<PAGE> 34

concurrently amended its Articles of Incorporation to increase
authorized capital to 20,000,000 shares of common stock, par value
$0.001 per share (post split). The share numbers used in this Memorandum
all represent post stock split shares.

6. During the year ended September 30, 1998, the Company privately issued
111,000 shares of its common stock to 2 consultants for services. These
consultants were related parties of the Company (including 55,500 shares
to Mel Wyman and 55,500 shares to Vernon Brokke. In connection with
the issuance, $85,470 was charged to operations as consulting fees.

7. The Company issued in December, 1998, to Pacific Acquisition Group, Inc.
("Pacific") in a private placement transaction exempt from registration
under the Securities Act of 1933, 308,070 restricted shares of the
Company's common stock, in consideration for services as a "Finder".

8. During the year ended September 30, 1998 and September 30,1999, the
Company initiated three private placements of its common stock in which
it placed an aggregate of 1,704,233 shares of its common stock and
realized gross proceeds of $2,385,859; as follows:

Amount of Class of Person Total Total
Date Common Stock Sold to Whom Sold Offering Price Commission Exemption
---- ----------------- -------------------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1. 8-15-98 716,114 Accredited Investors $1,002,535 $43,950 504
2. 1-15-99 612,879 '' 858,016 81,286 505*
3. 6-15-99 479,526 '' 671,327 77,960 505*

- ---------
* All Accredited Investors
</TABLE>

DESCRIPTION OF SECURITIES

General

We are authorized to issue 20,000,000 shares of common stock, $.001 par
value per share, of which 6,526,200 shares are outstanding. An additional
500,000 shares of common stock are reserved for issuance pursuant to our Stock
Option Plan.

Common Stock

Holders of common stock have equal rights to receive dividends when, as
and if declared by the board of directors, out of funds legally available
therefor. Holders of common stock have one vote for each share held of record
and do not have cumulative voting rights.

Holders of common stock are entitled upon our liquidation to share
ratably in the net assets available for distribution, subject to the rights, if
any, of holders of any preferred stock then outstanding. Shares of common stock
are not redeemable and have no preemptive or similar rights. All outstanding
shares of common stock are fully paid and non-assessable.

Transfer Agent

Liberty Transfer Company, 123 Green Street, P. O. Box 558, Huntington,
New York 11743, serves as transfer agent for the common stock of Pop N Go, Inc.

<PAGE> 35
PROSPECTUS

We have not authorized any dealer, salesperson or other person to give
any information or represent anything contained in this Prospectus. You must not
rely on any unauthorized information. This Prospectus does not offer to sell nor
does it solicit to buy any shares of Common Stock in any jurisdiction where it
is unlawful. The information in this Prospectus is current as of September 30,
1999.

EXPERTS

The consolidated financial statements of the Company for the fiscal
years ended September 30, 1999 and 1998 included in this prospectus have been
audited by Singer, Lewak, Greenbaum and Goldstein, LLP, independent auditor, and
are included herein in reliance upon the authority of said firm as experts in
accounting and auditing.

LEGAL MATTERS

The validity of the common stock offered hereby was passed upon for us
by The Law Offices of Davis & Associates, Inc., Los Angeles, California.

<PAGE> 36
POP N GO, INC. AND SUBSIDIARY
CONTENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2

FINANCIAL STATEMENTS

Consolidated Balance Sheet F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Stockholders' Equity (Deficit) F-5

Consolidated Statements of Cash Flows F-6 - F-7

Notes to Consolidated Financial Statements F-8 - F-20
</TABLE>

F-1
<PAGE> 37

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Pop N Go, Inc. and subsidiary

We have audited the accompanying consolidated balance sheet of Pop N Go, Inc.
and subsidiary as of September 30, 1999, and the related consolidated statements
of operations, stockholders' equity (deficit), and cash flows for each of the
two years in the period ended September 30, 1999. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Pop N
Go, Inc. and subsidiary as of September 30, 1999, and the consolidated results
of their operations and cash flows for each of the two years in the period ended
September 30, 1999 in conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. During the years ended
September 30, 1999 and 1998, the Company incurred a net loss of $2,751,313 and
$1,328,242, respectively. In addition, the Company's net cash used in operating
activities was $(1,968,474) and $(577,661) for the years ended September 30,
1999 and 1998, respectively, and the Company's accumulated deficit was
$(4,476,708) as of September 30, 1999. Recovery of the Company's assets is
dependent upon future events, the outcome of which is indeterminable. In
addition, successful completion of the Company's transition, ultimately, to the
attainment of profitable operations is dependent upon obtaining adequate
financing to fulfill its development activities and achieving a level of sales
adequate to support the Company's cost structure. These factors, among others,
as discussed in Note 2 to the consolidated financial statements, raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

SINGER LEWAK GREENBAUM & GOLDSTEIN LLP

Los Angeles, California
November 27, 1999

F-2
<PAGE> 38

POP N GO, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

ASSETS

<TABLE>

<S> <C>
CURRENT ASSETS
Cash $ 140,264
Accounts receivable, net of allowance for doubtful accounts
of $7,000 59,055
Inventories 311,477
-----------

Total current assets 510,796

NOTES RECEIVABLE 47,500
FURNITURE AND EQUIPMENT, net of accumulated depreciation
of $9,930 54,017
PROPRIETARY SOFTWARE, net of accumulated amortization
of $190,735 123,890
-----------

TOTAL ASSETS $ 736,203
===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 194,775
Accrued liabilities 30,911
Accrued consulting fees 77,700
Customer deposits 19,767
-----------

Total current liabilities 323,153

PUT OPTION 315,000
-----------

Total liabilities 638,153

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value
20,000,000 shares authorized
6,514,771 shares issued and outstanding 6,515
Additional paid-in capital 4,568,243
Accumulated deficit (4,476,708)
-----------

Total stockholders' equity 98,050
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 736,203
===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-3

<PAGE> 39
POP N GO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30,

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
REVENUE $ 607,666 $ 504,222

COST OF GOODS SOLD 531,336 415,609
----------- -----------

GROSS PROFIT 76,330 88,613
----------- -----------

OPERATING EXPENSES
General and administrative expenses 2,047,981 716,190
Issuance of stock for services 519,600 85,470
Issuance of stock options to employees -- 256,100
Development expenses -- 171,386
----------- -----------
Total operating expenses 2,567,581 1,229,146
----------- -----------

LOSS FROM OPERATIONS (2,491,251) (1,140,533)
----------- -----------

INTEREST EXPENSE
Interest expense (32,647) (44,180)
Other finance charges (226,500) (142,450)
----------- -----------

Total interest expense (259,147) (186,630)
----------- -----------

LOSS BEFORE PROVISION FOR INCOME TAXES (2,750,398) (1,327,163)

PROVISION FOR INCOME TAXES 915 1,079
----------- -----------

NET LOSS $(2,751,313) $(1,328,242)
=========== ===========

BASIC LOSS PER SHARE $ (0.61) $ (0.48)
=========== ===========

DILUTED LOSS PER SHARE $ (0.61) $ (0.48)
=========== ===========

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING 4,544,504 2,795,384
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-4

<PAGE> 40
POP N GO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED SEPTEMBER 30,

- --------------------------------------------------------------------------------

Common Stock Additional
------------------------ Paid-in Accumulated
Shares Amount Capital Deficit Total
--------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE, SEPTEMBER
30, 1997 1,868,500 $ 1,869 $ 298,131 $ (397,153) $ (97,153)
ISSUANCE OF COMMON
STOCK FOR CASH 423,652 424 234,616 235,040
CAPITAL CONTRIBUTION 60,000 60,000
ISSUANCE OF COMMON
STOCK FOR SERVICES 111,000 111 85,359 85,470
CONVERSION OF
CONVERTIBLE
DEBENTURES 932,400 932 554,068 555,000
ISSUANCE OF STOCK
OPTIONS TO EMPLOYEES 256,100 256,100
INTEREST CHARGES
RELATED TO CONVERTIBLE
DEBENTURES 142,450 142,450
STOCK ISSUANCE COST (10,180) (10,180)
NET LOSS (1,328,242) (1,328,242)
----------- ----------- ----------- ------------ -----------

BALANCE, SEPTEMBER
30, 1998 3,335,552 3,336 1,620,544 (1,725,395) (101,515)
ISSUANCE OF COMMON
STOCK FOR CASH 1,704,233 1,705 2,384,154 2,385,859
ISSUANCE OF COMMON
STOCK FOR STOCK
ISSUANCE COSTS 308,070 308 (308) --
STOCK ISSUANCE COSTS (233,956) (233,956)
CONVERSION OF
CONVERTIBLE
DEBENTURES 508,750 509 299,491 300,000
ISSUANCE OF PUT
OPTION (150,000) (150) (88,350) (88,500)
CONVERSION OF
OPTIONS 57,500 57 2,818 2,875
ISSUANCE OF COMMON
STOCK FOR SERVICES 686,500 686 518,914 519,600
ISSUANCE OF STOCK FOR
SALES RETURNS 64,166 64 64,936 65,000
NET LOSS (2,751,313) (2,751,313)
----------- ----------- ----------- ------------ -----------

BALANCE, SEPTEMBER
30, 1999 6,514,771 $ 6,515 $ 4,568,243 $ (4,476,708) $ 98,050
=========== =========== =========== ============ ===========
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 41

POP N GO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30,

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(2,751,313) $(1,328,242)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 159,371 31,389
Conversion of accrued interest 50,000 --
Issuance of stock for services 519,600 85,470
Stock issued for sales returns 65,000 --
Issuance of stock options to employees -- 256,100
Other non-cash finance charges 226,500 142,450
(Increase) decrease in
Accounts receivable (42,989) 183,934
Inventories and other current assets (172,777) (88,083)
Other assets -- 1,240
Notes receivable (47,500) --
Increase (decrease) in
Accounts payable 25,289 134,563
Accrued liabilities (8,535) (47,996)
Accrued consulting fees 77,700 --
Customer deposits (68,820) 51,514
----------- -----------

Net cash used in operating activities (1,968,474) (577,661)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of furniture and equipment (28,257) (50,788)
Expenditures for proprietary software -- (214,819)
----------- -----------

Net cash used in investing activities (28,257) (265,607)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (payments on) loan payable to stockholder (35,000) 35,000
Proceeds from sale of convertible debentures -- 420,000
Proceeds from issuance of common stock 2,385,838 235,040
Proceeds from exercise of stock options 2,875 --
Stock issuance costs (233,956) (10,180)
Cash contribution by stockholders -- 60,000
----------- -----------

Net cash provided by financing activities 2,119,757 739,860
----------- -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.
F-6

<PAGE> 42
POP N GO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED SEPTEMBER 30,

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
Net increase (decrease) in cash $ 123,026 $(103,408)

CASH, BEGINNING OF YEAR 17,238 120,646
--------- ---------
CASH, END OF YEAR $ 140,264 $ 17,238
========= =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

INTEREST PAID $ 5,750 $ 44,180
========= =========

INCOME TAXES PAID $ 915 $ 1,079
========= =========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
The Company entered into the following non-cash transactions during the years
ended September 30, 1999 and 1998:

- - During the year ended September 30, 1998, the Company issued 111,000
shares of stock to consultants of the Company for services valued at
$85,470.

- - During the year ended September 30, 1998, debenture holders exercised
their right to convert $555,000 of debentures to 932,400 shares of
common stock.

- - During the year ended September 30, 1998, the Company charged to
operations $142,450 of interest expense related to the issuance of
convertible debentures.

- - During the year ended September 30, 1998, the Company issued options to
purchase stock to employees of the Company. The options were valued at
$256,100.

- - During the year ended September 30, 1999, the Company issued 308,070
shares of stock for stock issuance costs related to a private placement
of common stock.

- - During the year ended September 30, 1999, debenture holders exercised
their right to convert $250,000 of debentures and $50,000 of related
interest to 508,750 shares of common stock. In addition, the Company
issued a put option to these debenture holders for 150,000 shares of
stock, whereby the Company recognized $266,500 of interest expense.

- - During the year ended September 30, 1999, the Company issued 686,500
shares of stock in exchange for consulting services valued at $519,600.

- - During the year ended September 30, 1999, the Company issued 64,166
shares of stock as settlement for sales returns valued at $65,000.

The accompanying notes are an integral part of these financial statements.
F-7

<PAGE> 43
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999

- --------------------------------------------------------------------------------

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

Pop N Go, Inc., incorporated in the State of Delaware on October 21,
1996, and its subsidiary, Nuts to Go, Inc., (collectively, the
"Company") manufacture and develop coin-operated popcorn machines which
they sell to distributors and retail establishments. The Company also
intends to own and operate these machines for its own account on a
revenue-sharing basis. In addition, the Company has developed prototype
coin-operated machines for outside customers on a contract basis.
Effective October 1998, Nuts To Go, Inc. became a dormant corporation.

NOTE 2 - GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going
concern basis which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown
in the financial statements, during the years ended September 30, 1999
and 1998, the Company incurred losses of $2,751,313 and $1,328,242,
respectively. In addition, the Company's cash flow requirements have
been met by the generation of capital through private placements of the
Company's common stock. No assurance can be given that this source of
financing will continue to be available to the Company and demand for
the Company's equity instruments will be sufficient to meet its capital
needs. If the Company is unable to generate profits and unable to
continue to obtain financing for its working capital requirements, it
may have to curtail its business sharply or cease business altogether.

The financial statements do not include any adjustments relating to the
recoverability and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability
to generate sufficient cash flow to meet its obligations on a timely
basis, to retain its current financing, to obtain additional financing,
and ultimately to attain profitability.

To meet these objectives, the Company has instituted the following plan:

- During the first quarter of the year ended September 30, 2000,
the Company raised $365,000 through the placement of a
convertible promissory note, bearing interest of 15% and
maturing on October 1, 2000.
- The Company has increased marketing activities to help generate
sales sufficient to meet its cash flow obligations.
- The Company plans to raise additional capital through the
offering of private placements during the year ended September
30, 2000.

F-8

<PAGE> 44
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The consolidated financial statements include the accounts of Pop N Go,
Inc. and its wholly-owned subsidiary, Nuts to Go, Inc. All significant
intercompany transactions and balances have been eliminated in
consolidation.

Basis of Presentation
As described in Note 2, the accompanying financial statements have been
prepared in conformity with generally accepted accounting principles
which contemplate the continuation of the Company as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or amounts
and classification of liabilities that might be necessary should the
Company be unable to continue in existence.

Accounts Receivable
Accounts receivable consist primarily of short- and long-term amounts
due from customers and franchisees. The Company wrote off accounts in
the amount of $105,000 during the year ended September 30, 1999 and has
provided for an allowance in the aggregate of $7,000 for accounts it
considers uncollectible. Management believes this to be sufficient to
account for all uncollectible accounts.

Inventories
Inventories consist of small parts and supplies to be used in the
manufacturing process of machines held for resale, work in process, and
finished goods. Inventories are valued at the lower of cost or market.
Cost is determined by the first-in, first-out method.

Furniture and Equipment
Furniture and equipment are stated at cost. Depreciation is computed
using the straight-line method over an estimated useful life of five to
seven years.

Proprietary Software
Proprietary software represents expenditures for development of software
related to ongoing efforts to refine, enrich, and improve the prototype
and pre-production units. These amounts have been capitalized and are
being amortized over a twenty-four-month period using the straight-line
method. Amortization expense for the years ended September 30, 1999 and
1998 was $152,587 and $28,242, respectively.

Customer Deposits
As of September 30, 1999, customers had paid deposits totaling $19,767
to the Company for machines which had not been delivered as of those
dates. Revenue on the sale of these machines is recognized when the
equipment is shipped.

F-9

<PAGE> 45
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes
The Company utilizes Statement of Financial Accounting Standards
("SFAS") No. 109, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the
financial statements or tax returns. Under this method, deferred income
taxes are recognized for the tax consequences in future years of
differences between the tax bases of assets and liabilities and their
financial reporting amounts at each period end based on enacted tax laws
and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized. The provision for income taxes
represents the tax payable for the period and the change during the
period in deferred tax assets and liabilities.

Net Loss per Share
The Company adopted SFAS No. 128, "Earnings per Share." Basic loss per
share is computed by dividing loss available to common stockholders by
the weighted-average number of common shares available. Diluted loss per
share is computed similar to basic loss per share except that the
denominator is increased to include the number of additional common
shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. Since
the Company incurred a net loss for all periods presented, basic loss
per share and diluted loss per share are the same.

Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and the disclosures of contingent assets and liabilities at the date of
the financial statements, as well as the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.

Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance
with generally accepted accounting principles. For certain of the
Company's financial instruments, including cash, accounts receivable,
accounts payable, and accrued liabilities, the carrying amounts
approximate fair value due to their short maturities.

F-10

<PAGE> 46
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Risk Concentrations
Substantially all of the Company's revenues are generated from the sale
of one product. The loss of, or an economic event related to this
product, most likely would have a substantial impact on the Company's
revenues. As of September 30, 1999, accounts receivable from two
significant customers were 61% and 32% of the Company's total accounts
receivable. As of September 30, 1999, accounts payable to two
significant customers were 12% and 10% of the Company's total accounts
payable.

The Company maintains cash balances at a financial institution in
California. Accounts at this institution are insured by the Federal
Deposit Insurance Corporation up to $100,000. The uninsured balance at
September 30, 1999 was approximately $77,000.

Comprehensive Income
The Company adopted SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting comprehensive income and
its components in a financial statement. Comprehensive income as defined
includes all changes in equity (net assets) during a period from
non-owner sources. Examples of items to be included in comprehensive
income, which are excluded from net income, include foreign currency
translation adjustments and unrealized gains and losses on
available-for-sale securities. Comprehensive income is not presented in
the Company's financials statements since the Company did not have any
of the items of comprehensive income in any period presented.

Recently Issued Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
effective for fiscal years beginning after December 15, 1997. SFAS No.
131 requires a company to report certain information about its operating
segments including factors used to identify the reportable segments and
types of products and services from which each reportable segment
derives its revenues. The Company does not anticipate any material
change in the manner that it reports its segment information under this
new pronouncement.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Post-Retirement Benefits." This statement is
not applicable to the Company.

SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," is effective for financial statements with fiscal years
beginning after June 15, 1999. SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging
activities. The Company does not expect adoption of SFAS No. 133 to have
a material effect, if any, on its financial position or results of
operations.

F-11
<PAGE> 47

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Pronouncements (Continued)
SFAS No. 134, "Accounting for Mortgage-Backed Securities Retained after
the Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise," is effective for financial statements with the first fiscal
quarter beginning after December 15, 1998. This statement is not
applicable to the Company.

SFAS No. 135, "Rescission of FASB Statement No. 75 and Technical
Corrections," is effective for financial statements with fiscal years
beginning February 1999. This statement is not applicable to the
Company.

In June 1999, the FASB issued SFAS No. 136, "Transfer of Assets to a
Not-for-Profit Organization or Charitable Trust that Raises or Holds
Contributions for Others." This statement is not applicable to the
Company.

In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities." The Company does not expect
adoption of SFAS No. 137 to have a material impact, if any, on its
financial position or results of operations.

NOTE 4 - INVENTORIES

Inventories at September 30, 1999 consisted of the following:

<TABLE>
<S> <C>
Raw materials $173,364
Work in process 42,842
Finished goods 95,271
--------

TOTAL $311,477
========
</TABLE>

NOTE 5 - FURNITURE AND EQUIPMENT

Furniture and equipment at September 30, 1999 consisted of the
following:
<TABLE>
<S> <C>
Furniture and equipment $ 49,047
Demonstration units 14,900
--------

63,947
Less accumulated depreciation 9,930
--------
TOTAL $ 54,017
========
</TABLE>

F-12
<PAGE> 48
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 5 - FURNITURE AND EQUIPMENT (CONTINUED)

Depreciation expense was $6,783 and $3,147 for the years ended September
30, 1999 and 1998, respectively.

NOTE 6 - RELATED PARTY TRANSACTIONS

During the years ended September 30, 1999 and 1998, the Company paid
officers and stockholders of the Company approximately $157,000 and
$300,000, respectively, related to consulting fees and other services. A
portion of these amounts has been capitalized as proprietary software.

During the years ended September 30, 1999 and 1998, the Company paid
rent of $19,800 and $15,400, respectively, to a family member of a
Company employee for its primary place of operations.

NOTE 7 - CONVERTIBLE DEBENTURES

In March 1998, the Company raised capital through the placement of a
convertible promissory note, bearing interest at a rate of 15% and
maturing on June 30, 1999. This note was immediately convertible into
508,750 shares of common stock. In accordance with generally accepted
accounting principles, the Company recognized interest expense in the
amount of $142,450 due to conversion rates being below current market
rates for the Company's common stock at the date of issuance.

On June 1, 1999, these debenture holders converted their notes and
accrued interest of $50,000. In order to induce the conversion, the
Company issued a put option to the debenture holders (see Note 8).

The terms associated with these debentures and the related amounts
raised and converted during the year ended September 30, 1999 were as
follows:

<TABLE>
<CAPTION>
Outstanding Outstanding
as of Raised Converted as of
September 30, During During September 30,
1998 1999 1999 1999
------------- ------- --------- -------------

<S> <C> <C> <C> <C>
15% notes(a) $ 250,000 $ - $ 250,000 $ -
========== ======== ========== =======
</TABLE>

(a) 15% notes, due June 30, 1999 (508,750 shares)

F-13

<PAGE> 49

POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 8 - PUT OPTION

On June 1, 1999, holders of the convertible debentures were offered a
put in order to induce their conversion. The put allows for the holder
to sell 150,000 shares of the Company's common stock to the Company at
$2.10 per share for the term December 15, 1999 through December 31, 1999
if the Company's share price does not reach $2.10 at December 15, 1999,
or at any time thereafter up to and including the close of business at
December 31, 1999. Related to the put option and the related conversion
of debt, the Company has recorded a contingency of $315,000 and finance
charges of $266,500. Subsequent to the year ended September 30, 1999,
the put option was extended to March 31, 2000.

NOTE 9 - INCOME TAXES

Significant components of the provision for income taxes for the years
ended September 30, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Current
Federal $ 65 $ 175
State 850 904
------ ------

915 1,079
------ ------
Deferred

Federal -- --
State -- --
------ ------
-- --
------ ------

PROVISION FOR INCOME TAXES $ 915 $1,079
====== ======
</TABLE>

F-14

<PAGE> 50
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 9 - INCOME TAXES (CONTINUED)

A reconciliation of the provision for (benefit from) income tax expense
with the expected income tax computed by applying the federal statutory
income tax rate to income before provision for income taxes for the
years ended September 30, 1999 and 1998 was as follows:

<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Income tax provision computed at federal statutory
tax rate 34.0% 34.0%
State taxes, net of federal benefit 6.0 6.0
Interest charges related to convertible debentures
and related put option (2.0) (4.0)
Change in deferred income tax valuation reserve
and other (38.0) (36.0)
----- -----

TOTAL -% -%
===== =====
</TABLE>

As of September 30, 1999, the Company had federal net operating loss
carryforwards of approximately $2,800,000, which expire through 2014.

Significant components of the Company's deferred tax assets and
liabilities for federal and state income taxes as of September 30, 1999
consisted of the following:

<TABLE>
<S> <C>
Deferred tax asset
Net operating loss carryforwards $ 1,672,254
Valuation allowance (1,672,254)
-----------

NET DEFERRED TAX ASSET $ -
===========
</TABLE>

During the year ended September 30, 1999, the Company did not utilize
its federal net operating loss carryforwards.

NOTE 10 - ACQUISITION OF NUTS TO GO, INC.

On February 7, 1998, the Company exchanged 481,000 shares of the
Company's common stock for all the outstanding stock of Nuts to Go, Inc.
Nuts to Go, Inc. primarily operated as a marketer of nut vending
machines.

This transaction has been accounted for as a pooling of interests.
Accordingly, the financial statements for all periods presented have
been restated to include the accounts and operations of Nuts to Go, Inc.

F-15

<PAGE> 51
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 10 - ACQUISITION OF NUTS TO GO, INC. (CONTINUED)

Separate operating results for the period from October 1, 1997 to
consummation of the combination included in the 1998 statement of
operations are as follows:

<TABLE>
<CAPTION>
Net
Revenues Net Loss
--------- ---------
<S> <C> <C>
The Company $ 210,093 $(523,806)
Nuts to Go, Inc. -- (60,000)
--------- ---------

COMBINED $ 210,093 $(583,806)
========= =========
</TABLE>

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Operating Leases
The Company leases its facilities under a month-to-month lease from a
related party. The lease requires monthly payments of $1,500 and is
cancelable at the Company's option.

Rent expense was $19,800 and $18,204 for the years ended September 30,
1999 and 1998, respectively.

On January 1, 1998, the Company entered into a three-year agreement with
two officers for consulting services. The agreement calls for aggregate
payments of $192,000 during the first year, $240,000 during the second
year, and $300,000 during the final year. In addition, the Company is
required to issue 55,500 shares of its common stock per quarter until
the agreement expires.

Litigation
The Company may become involved in various litigation arising in the
normal course of business. Management believes the outcome of such
litigation would not have a material effect on the Company.

NOTE 12 - STOCKHOLDERS' EQUITY

Common Stock
On February 7, 1998, the Company acquired the entity that developed the
hot nuts vending machines. Under the terms of the purchase agreement,
the Company issued 481,000 shares of common stock for 100% of the stock
of the entity. All of the operations of the entity have been combined
with the Company's operations.

F-16

<PAGE> 52

POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 12 - STOCKHOLDERS' EQUITY (CONTINUED)

Common Stock (Continued)
During the year ended September 30, 1998, the Company issued 712,250
shares of common stock to convertible debenture holders that purchased
the Company's convertible debentures subsequent to September 30, 1997,
all of which exercised their conversion rights prior to September 30,
1998.

During the year ended September 30, 1998, the Company issued 220,150
shares of common stock to convertible debenture holders that purchased
and converted the debentures during the year.

During the year ended September 30, 1998, the Company issued 423,652
shares of its common stock for $235,040.

During the year ended September 30, 1998, stockholders of Nuts to Go,
Inc., prior to its acquisition, contributed $60,000 in cash to the
Company.

During the year ended September 30, 1998, the Company issued 111,000
shares of its common stock to consultants for services. These
consultants were related parties of the Company. In connection with the
issuance, $85,470 was charged to operations as consulting fees.

During the year ended September 30, 1999, the Company initiated a
private placement of its common stock in which it placed 1,704,233
shares of its common stock for $2,385,859. In connection with the
private placement, $233,956 was charged to additional paid-in capital
for issuance costs.

During the year ended September 30, 1999, the Company issued 308,070
shares of stock as stock issuance costs related to a private placement
of common stock.

During the year ended September 30, 1999, 57,500 stock options were
exercised for cash of $2,875.

During the year ended September 30, 1999, the Company issued 166,500
shares of its common stock to related party consultants for services. In
connection with the issuance, $233,100 was charged to operations as
consulting fees.

During the year ended September 30, 1999, the Company issued 520,000
shares of common stock in exchange for services rendered valued at
$286,500.

During the year ended September 30, 1999, debenture holders exercised
their right to convert $250,000 of debentures and $50,000 of related
interest to 508,750 shares of common stock. 150,000 of the shares are
reported as a put option.

F-17

<PAGE> 53
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 12 - STOCKHOLDERS' EQUITY (CONTINUED)

Common Stock (Continued)
During the year ended September 30, 1999, the Company issued 64,166
shares of its common stock as settlement for 20 returned machines
originally priced at $65,000.

NOTE 13 - STOCK OPTIONS AND WARRANTS

Stock Option Plan
The Company adopted the 1998 Non-Qualified Stock Option Plan (the "1998
Plan") on August 31, 1998. The purpose of the 1998 Plan is to promote
the growth and profitability of the Company by enabling the Company to
attract and retain the best available personnel for positions of
substantial responsibility, to provide employees with an opportunity for
investment in the Company, and to give employees an additional incentive
to increase their efforts on behalf of the Company. Each employee or
consultant as determined by the Board of Directors of the Company is
eligible to be considered for the grant of awards under the 1998 Plan.
The maximum number of shares of common stock that may be issued pursuant
to awards granted under the 1998 Plan is 500,000. Any shares of common
stock subject to an award, which for any reason expires or terminates
unexercised, are again available for issuance under the 1998 Plan. Under
the 1998 Plan, no incentive stock option will be less than the per share
par or stated value of the shares on the date the stock option is
granted, subject to certain provisions.

During the year ended September 30, 1998, the Company granted 394,000
incentive stock options to certain employees and consultants. These
options expire upon certain events.

The following summarizes the Company's stock option transactions:

<TABLE>
<CAPTION>
Weighted-
1998 Stock Average
Option Plan Exercise
and Other Price
----------- ---------
<S> <C> <C>
Options outstanding, September 30, 1997 - $ -
Granted 394,000 $0.05
-------
Options outstanding, September 30, 1998 394,000 $0.05
Exercised (57,500) $0.05
-------
OPTIONS OUTSTANDING, SEPTEMBER 30, 1999 336,500 $0.05
=======
OPTIONS EXERCISABLE, SEPTEMBER 30, 1999 336,500 $0.05
=======
</TABLE>

F-18

<PAGE> 54
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 13 - STOCK OPTIONS AND WARRANTS (CONTINUED)

Stock Option Plan (Continued)
At September 30, 1999 and 1998, the Company's options outstanding had a
weighted-average contractual life of two years.

The Company has adopted only the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation." It applies Accounting
Principles Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations in accounting for its plans
and does not recognize compensation expense for its stock-based
compensation plans. If the Company had elected to recognize compensation
expense based upon the fair value at the grant date for awards under
these plans consistent with the methodology prescribed by SFAS No. 123,
the Company's net loss and loss per share would be reduced to the pro
forma amounts indicated below for the years ended September 30, 1999 and
1998:

<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
Net loss
As reported $(2,751,313) $(1,328,242)
Pro forma $(2,751,313) $(1,359,491)
Loss per share
As reported $ (0.61) $ (0.48)
Pro forma $ (0.61) $ (0.49)
</TABLE>

As permitted by SFAS No. 123, the fair value of these options was
estimated at the date of grant using the minimum value method with the
following weighted-average assumptions for the year ended September 30,
1998: dividend yield of 0%, risk-free interest rate of 4.37%, exercise
price of $0.77, and expected life of 3.3 years.

The following table summarizes information about the options outstanding
at September 30, 1999:

<TABLE>
<CAPTION>
Weighted-
Average
Stock Options Stock Options Remaining
Exercise Price Outstanding Exercisable Contractual Life
-------------- ----------- ----------- ----------------
<S> <C> <C> <C>

$0.05 336,500 336,500 9.0 years
</TABLE>

NOTE 14 - YEAR 2000 ISSUE

The Company is conducting a comprehensive review of its computer systems
to identify the systems that could be affected by the Year 2000 Issue
and is developing an implementation plan to resolve the Issue.

F-19

<PAGE> 55
POP N GO, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999

- --------------------------------------------------------------------------------

NOTE 14 - YEAR 2000 ISSUE (CONTINUED)

The Issue is whether computer systems will properly recognize
date-sensitive information when the year changes to 2000. Systems that
do not properly recognize such information could generate erroneous data
or cause a system to fail. The Company is dependent on computer
processing in the conduct of its business activities.

Based on the review of the computer systems, management does not believe
the cost of implementation will be material to the Company's financial
position and results of operations.

NOTE 15 - SUBSEQUENT EVENTS (UNAUDITED)

In October 1999, the Company raised capital through the placement of a
convertible promissory note, bearing interest at a rate of 15% and
maturing on October 1, 2000. As of December 1, 1999, the Company raised
$365,000 related to this note.

In December 1999 the Company entered into an Agreement to extend an
existing Put issued in favor of certain holders of convertible
debentures who converted their shares (See Note 8), extending the term
of the Put through March 31, 2000, and increasing the Put exercise price
to $2.15 per share, if the Company's share price did not reach $2.15 per
share.

F-20
<PAGE> 56
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. 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 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an estimate of the expenses which will be incurred by
Pop N Go, Inc. in connection with the issuance and distribution of the
securities being registered.

<TABLE>
<S> <C>
SEC Filing Fee $ 1,108.97
Legal Fees and Expenses $45,000.00
Accounting Fees and Expenses $10,000.00
Miscellaneous Expenses $ 3,500.00
----------

Total $59,608.97
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Amount of Class of Person Total Total
Date Common Stock Sold to Whom Sold Offering Price Commission Exemption
---- ----------------- -------------------- -------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1. 8-15-98 716,114 Accredited Investors $1,002,535 $43,950 504
2. 1-15-99 612,879 " 858,016 81,286 505*
3. 6-15-99 479,526 " 671,327 77,960 505*

- ---------
* All Accredited Investors
</TABLE>

ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein:

<TABLE>
<CAPTION>
Exhibit No. Reference
- ----------- ---------
<S> <C>

5 Opinion of Legal Counsel
3.(i) *Certificate of Incorporation of Pop N Go, Inc.

3.(ii) *Bylaws

10. (a) *Pop N Go, Inc. 1998 Stock Option Plan
10. (b) *Employment Contract with Calblue, Inc.
10. (c) *Employment Contract with Gwendolyn Investments, LP.
(d) *Distribution Agreement with DIASA, S.A.
</TABLE>

II-1
<PAGE> 57

<TABLE>
<S> <C>
23(i) Consent of Singer, Lewak, Greenbaum & Goldstein LLP with
respect to consolidated financial statements of Pop N Go,
Inc. and subsidiary.
23(ii) Consent of Law Offices of Davis Associates, Inc.

</TABLE>

* Incorporated by reference to Exhibits filed with original Form SB2
Registration Statement filed on October 12, 1999

ITEM 18. UNDERTAKINGS

(a) Rule 415 Offering

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the Prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement;

(iii) 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; provided, however, that paragraphs
(1)(i) and (1)(ii) above do not apply if the
Registration Statement is on Form SB-2, Form S-3 or
Form S-8, and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration
Statement.

(2) 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 therein, and
that the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) 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.

II-2
<PAGE> 58

(b) Filings Incorporating Subsequent Exchange Act Documents by Reference

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the Registrant's Annual Report pursuant to Section 13(a) of 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 Exchange 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.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933, as amended, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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, the Registrant 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933, as amended, and will be governed by the final
adjudication of such issue.

II-3
<PAGE> 59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Registration Statement on Form SB-2 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Los Angeles, State of
California, on the 14th day of January, 2000.

POP N GO, INC.

By /s/ Melvin Wyman
--------------------------------
Melvin Wyman,
Chief Executive Officer

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

<TABLE>
<CAPTION>
SIGNATURES DATE TITLE
- ---------- ---- -----
<S> <C> <C>
/s/ Melvin Wyman January 14, 2000 Chief Executive Officer,
- --------------------- ------------------ Chief Financial Officer,
Melvin Wyman Secretary and Director

/s/ Vernon Brokke January 14, 2000 President and Director
- ---------------------- ------------------
Vernon Brokke
</TABLE>

II-4
<PAGE> 60

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Reference
- ----------- ---------
<S> <C>
3.(i) *Certificate of Incorporation of Pop N Go, Inc.

3.(ii) *Bylaws

5. Opinion of Counsel

10. (a) *Pop N Go, Inc. 1998 Stock Option Plan
10. (b) *Employment Contract with Calblue, Inc.
10. (c) *Employment Contract with Gwendolyn Investments, LP
(d) Distribution Agreement with Diasa S.A.
23. (i) Consent of Singer Lewak Greenbaum & Goldstein, LLP
the registrant's independent auditors
23. (ii) Consent of Law Offices of Davis & Associates, Inc.

</TABLE>

* Incorporated by reference to Exhibits filed with original Form SB-2
Registration Statement filed on October 12, 1999

<PAGE> 1
EXHIBIT 5
DAVIS & ASSOCIATES
RITZ CARLTON ANNEX
P. O. BOX 12009
MARINA DEL REY, CALIFORNIA 90295-3009

(310) 823-8300 FACSIMILE (310) 301-3370

January 14, 2000

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

Attention: Mel Wyman

Re: 1,994,548 SHARES OF COMMON STOCK OF
POP N GO, INC. PREVIOUSLY ISSUED AND NOW
IN THE PROCESS OF BEING REGISTERED UNDER
THE SECURITIES ACT OF 1933 (FORM SB-2
DATED JANUARY 14, 2000) FOR RESALE
BY SELLING SHAREHOLDERS

Gentlemen:

We have been retained by Pop N Go, Inc., a Delaware corporation (the "Company"),
as legal counsel for the purpose of rendering this Opinion.

We have considered such questions of law as we have deemed necessary for the
purpose of rendering the opinion set forth herein. In addition, we have examined
and assumed the correctness of originals or copies of various company documents,
as well as its Form SB-2 Registration Statement filed under the Securities Act
of 1933 under date of January 14, 2000, and affidavits of the Company's officer,
which we consider relevant for the purposes of this opinion. In rendering this
Opinion, we have relied solely upon the documentation provided by the Company
and the affidavits supplied by the Company's management, and our Opinion is
qualified in all respects by our assumption of the truthfulness and correctness
of all documents and affidavits which have been supplied to us.

<PAGE> 2

Pop N Go, Inc.
Page 2
January 14, 2000

In our opinion, the 1,994,548 Shares of the Company's Common Stock previously
issued to shareholders, and now in the process of being registered under the
Securities Act of 1933 (Form SB-2 filed January 14, 2000) (the "Shares") were at
the time of original issuance and now are, duly authorized, validly issued,
fully paid, and non- assessable.

We hereby consent to the use of our name in the Registration Statement under the
caption "Legal Experts" in the related Prospectus and consent to the filing of
this opinion as an exhibit to the Registration Statement.

This opinion letter is rendered as of the date first written above, and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
shares or the Registration Statement.

/s/

DAVIS & ASSOCIATES

<PAGE> 1
EXHIBIT 10(d)

INTERNATIONAL DISTRIBUTION AGREEMENT

This International Distribution Agreement ("Agreement") is entered into as
of May 1, 1999 between POP N GO, Inc. with its principal place of business at
12429 E. Putnam St., Whittier, Ca. 90602 ("Supplier") and Distribuidora
Automatizada SA DE C.V. with its principal place of business at Insurgentes Sur
No. 686, Desp 806 Col. Del Valle, Mexico, D.F. 03100. ("Distributor").

GENERAL

The Supplier is in the business of developing, marketing and supporting
certain Products as defined below. The Distributor wishes to distribute to the
dealers and the remarketers of these Products and assures the Supplier that it
has the facilities, personnel, and technical expertise necessary to market the
Products.

The Distributor wishes to distribute to the dealers and remarketers these
Products and assures the Supplier that it has the facilities, personnel, and
technical expertise necessary to market the Products in the Territory (defined
below);

The Distributor wishes to obtain from the Supplier, and the Supplier is
willing to grant to the Distributor, an exclusive right to distribute these
Products in the Territory.

In consideration for the mutual promises, covenants, and Agreements made
below, the parties, intending to be legally bound, agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms will have the
indicated definitions:

"AGREEMENT." This Agreement is by and between the Supplier and the
Distributor.

"END-USER." Any person or entity who purchases or licenses the Product(s).

"INFORMATION." The documentation, technical information and/or business
information, either oral or written that the Supplier or the Distributor
furnishes to the other marked as proprietary or confidential or simply treated
as such by the disclosing party. The Information includes research, development
or business activity, including any unannounced Products and services, as well
as any information relating to services, developments, services, processes,
plans, financial information, customer and Supplier list.

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Information will also include the terms of this Agreement. A party's
information will be deemed confidential under this Agreement unless the
information: (1) is in the public domain through no act of other party; (2) is
lawfully known by the other party from a source other than the first party with
no restriction of confidentiality; or (3) must be disclosed by requirement of
law or generally accepted accounting principles.

"INTELLECTUAL PROPERTY RIGHTS." The intangible legal rights or interests
evidenced by or embodied in (1) any idea, design, concept, technique,
invention, discovery, or improvement regardless of patentability, but including
patents, patent applications, trade secrets and know-how; (2) any work of
authorship, regardless of copyrightability, but including copyrights and any
moral rights recognized by law; and (3) any other similar rights, in each case
on a worldwide basis.

"PRODUCTS." The POP N GO popcorn machine developed or owned by the
Supplier, along with all options to the Products; all future versions of the
Products; and all enhancements, revisions, or modifications made to the
Products by the Supplier.

"QUOTA." Specified minimum quantities of the Products as set forth in
Exhibit B (attached to the end of this Agreement) consisting of an initial
purchase order and a continual minimum monthly volume commitment.

"TERM." The duration of this Agreement as provided in Article 2.

"TERRITORY." The specific geographic areas set forth in Exhibit A
(attached to the end of this Agreement).

"TRADEMARKS." The trademarks specified in Exhibit C (attached to the end
of this Agreement).

2. TERM

2.1 TERM. This Agreement will commence on the date stated in the first
section (the start date) and will terminate May 1, 2002 following that start
date, unless it terminates sooner in accordance with the provisions of this
Agreement. The Parties may renew this Agreement in writing upon mutual
agreement.

2.2 CONTINUATION OR SURVIVAL OF CERTAIN SECTIONS. Certain sections, as
indicated below, will survive and remain effective even after the termination
of this Agreement. All other rights and obligations of each party to the other
will terminate upon the termination of this Agreement.

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3.0 RELATIONSHIP

3.1 Subject to the terms and conditions set forth in this Agreement, the
Supplier hereby appoints the Distributor as the Supplier's exclusive
Distributor for the Products in the Territory, and the Distributor hereby
accepts such appointment. The Supplier will abstain from direct sales of
Products in the Territory except as provided in Section 4.2 and 4.3.

3.2 POWERS AS DISTRIBUTOR. The Distributor may incorporate, combine and
integrate the Products and sell them either alone or in combination with other
Products. No payment of any fee or charge is required as a condition of such
appointment. No franchise is granted in this Agreement. Except as expressly
provided in this Agreement, all aspects of the distribution and marketing of
the Products by the Distributor will be in the Distributor's sole control,
including without limitation the methods of marketing, pricing, naming,
packaging, labeling, and advertising, and the terms and conditions of any sale,
unless otherwise provided for in this Agreement.

3.3 SUPPLIER AND DISTRIBUTOR AS INDEPENDENT CONTRACTORS. The Supplier and the
Distributor agree that their relationship is that of the seller and the buyer
(or the licenser and the licensee) and not that of joint venturers, principals
or agents, or franchiser and franchisee. Both are independent contractors
acting for their own accounts, and neither is authorized to make any commitment
or presentation, express or implied, on the other's behalf unless authorized to
do so by the other in writing.

3.4 USE OF TRADEMARKS AND TRADE NAMES. No right, title or interest in or to
any trademarks, trade names, slogans, labels and designs used by either the
Supplier or the Distributor, nor the goodwill connected, is conveyed by this
Agreement. The Distributor may, in connection with the promotion and sale of
the Products pursuant to the terms of this Agreement, refer to the Supplier's
applicable trade names or trademarks provided that all such references are in
conformance with the Supplier's requirements regarding such use, as such
requirements are communicated to the Distributor in writing from time to time by
the Supplier. Distributors may not register Supplier's trademarks, or otherwise
use Supplier's trademarks for any purpose except as explicitly provided in this
Agreement.

3.5 TERRITORIAL RESPONSIBILITY. The Distributor will vigorously pursue sales
policies and procedures to realize the maximum sales potential for the
Products in the Territory. The Distributor will not advertise or solicit the
sale of the Products outside the Territory or establish a repair or maintenance
facility outside the Territory.

4. DISTRIBUTION RIGHTS

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In recognition of the investment to be made by the Distributor in
connection with its marketing and distribution of the Products, the parties
agree to each of the following provisions:

4.1 Exclusivity.

4.1.1 The Supplier hereby grants the Distributor the exclusive right to
distribute the Products in the Territory.

4.1.2 The Distributor may resell and distribute the Products within the
Territory without restriction.

4.1.3 The Distributor shall refrain from intentionally selling to the
customers other than the customers to whom it is authorized to sell.

5. DISTRIBUTOR'S RESPONSIBILITIES

During the term of this Agreement, the Distributor agrees to the
following:

5.1 DISTRIBUTION TO DEALERS. The Distributor may distribute the Products to
any dealers.

5.2 MINIMUM COMMITMENTS. The Distributor will maintain an inventory of
Products and warehousing facilities sufficient to adequately serve the demands
of its dealers on a timely basis. Such inventory will equal or exceed the
quantity of Products necessary to meet reasonably anticipated demands of the
dealers.

5.3 PROMOTIONAL EFFORTS. The Distributor will use its best efforts to
promote vigorously and aggressively the marketing and distribution of the
Products. The Distributor may advertise the Products in advertising media of
the Distributor's choice. The Distributor will make full use of all promotional
material supplied by the Supplier.

5.4 SUPPLIER PACKAGING. The Distributor will distribute Products with all
packaging, warranties, disclaimers, and End-User Agreements intact as shipped by
the Supplier and will require all the Dealers to adhere to the terms of the
End-User Agreements applicable to such Products.

<PAGE> 5
5.5 COMPLIANCE WITH LAWS. The Distributor will comply with all material
applicable foreign laws, ordinances, and regulations relating to the sale of
the Products.

5.6 INSTRUCTION OF CUSTOMERS. The Distributor will supply its customers with
those instructions for the installation and operation of the Products that the
Supplier provides (or that the Distributor adapts from instructions provided by
the Supplier).

5.7 TRAINING. The Distributor will train a sufficient number of its sales
personnel in connection with the demonstration, use and sale of the Products
in order to maintain a staff of competent sales personnel conversant in the
specifications, features and advantages of those Products. Such training of
sales personnel will include instruction as to the proper use of, and
restrictions on the use of, information provided by the Supplier.

5.8 SERVICE SUPPORT. Subject to the terms of the Distributor's customer
service arrangements, the Distributor will provide service support for the
Products it purchases pursuant to this Agreement, including but not limited to,
providing qualified personnel to receive End-User inquiries and to conduct
field maintenance.

5.9 IMPORT AND EXPORT REQUIREMENTS. The Distributor will, at its own
expense, pay all import and export licenses and permits, pay customs charges
and duty fees, and take all other actions required to accomplish the export and
import of the Products purchased by the Distributor. The Distributor
understands that the Products may be subject to regulation by agencies of the
United States government, including United States export controls that prohibit
export or diversion of certain technical Products to certain unauthorized
countries or for certain unauthorized uses. The Distributor warrants that it
will comply in all respects with the export and re-export restrictions set
forth in the export license for every Product shipped to the Distributor. The
Supplier will take all steps necessary to obtain such licenses.

6. SUPPLIER'S RIGHTS AND RESPONSIBILITIES

6.1 SERVICE MANUAL(S). Within 10 days of execution of this Agreement, the
Supplier will provide the Distributor with manuals documenting the (appropriate
method(s) of servicing/installing/using the Products).

6.2 TRAINING. During the Term of this Agreement and within 60 days of any
request by the Distributor, the Supplier will train a total of 10 of the
Supplier's employees for a maximum of 2 days free of charge at its facilities
or at the Distributor's facilities, as the Distributor will select. The
Distributor will bear all out of pocket costs incurred by the employees during
the course of the training, including, but not limited to the cost of travel,
meals, and lodging expenses.

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6.3 INSTALLATION. The Supplier will assist and support the Distributor's
employees in installing the Products at the initial installation site for each
of the first 5 customer sites at no charge. Thereafter, the Supplier will
provide the support and consultation for additional installation at reasonable
and customary charges for such services.

6.4 IMPLEMENTATION OF ENHANCEMENTS. The Supplier will cooperate with the
Distributor in evaluating, reviewing, and aggressively implementing mutually
approved enhancements and refinements to the Products.

6.5 TECHNICAL SUPPORT. The Supplier will provide the following technical
support during its' normal business hours: [(1) engineering support at no
charge to the Distributor's engineering personnel in the form of telephone
consultation, and (2) field support at no charge to the Distributor's field
engineering personnel in the form of telephone consultation.]

6.6 SYSTEM DOCUMENTATION. The Supplier will provide at no charge to the
Distributor copies of each (technical publication/document, including without
limitation, service and installation manuals that the Supplier prepares or uses
for each POP N GO machine purchased during the Term of this Agreement. The
Distributor may use and/or reproduce and/or translate such materials, in whole
or in part, but will reproduce and include any copyright and proprietary notice
of the Distributor on all copies of such materials.

6.7 SPARE PARTS. The Supplier will, during the Term of this Agreement and for
3 years thereafter, supply to the Distributor at its most buyer-favorable
then-prevailing resale price, or develop a competitively-priced alternative
source of supply for (the use/operation of the Products).

6.8 SUPPLIER DETERMINATION OF PRODUCT CONTENT. The Supplier reserves the
right at any time without liability or prior notice to (1) determine the
contents of each Product, including its specifications, features, and functions,
as well as any documentation or related materials; (2) discontinue distribution
of any or all Products in some or all markets or through some or all channels
of distribution; (3) change or terminate any of the specifications, features,
or functions of the Products; or (4) change or terminate the level or type of
support or service that the Supplier makes available for each Product.

7. PURCHASE ORDERS

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7.1 INITIAL ORDER. The Distributor hereby places, effective upon execution of
this Agreement, an order for 20 units of the Product, to be delivered in June
1999; (the "Initial Order"). Attached to this Agreement as Exhibit F is a copy
of the purchase order for the Initial Order. The Initial Order will be
non-cancelable.

7.2 SUBSEQUENT ORDERS AND ACCEPTANCE. All orders for Products submitted by the
Distributor will be initiated by written purchase orders sent to the Supplier
requesting a specific delivery date; provided, however, that an order may
initially be placed orally, by facsimile or by telex if a confirmational written
purchase order is sent to Supplier within 5 days after said verbal, facsimile or
telex order. No order will be binding upon the Supplier until accepted by the
Supplier in writing. The Supplier will use its reasonable best efforts to
notify the Distributor of the acceptance or rejection of an order and of the
assigned delivery date for accepted orders within 3 days of receipt of the
purchase order. No partial shipment of an order will constitute the acceptance
of the entire order, absent the written acceptance of such entire order. The
Supplier will use its reasonable best efforts to deliver the Products at the
times specified either in its quotation or in its written acceptance of the
Distributor's purchase orders.

7.3 CONTROLLING TERMS. The terms and conditions of this Agreement will apply
to each order accepted or shipped by the Supplier under this Agreement. Any
terms or conditions appearing on the face or reverse side of any purchase order,
acknowledgment, or confirmation that are different from or in addition to
those required under this Agreement will not be binding on the parties, even if
signed and returned, unless both parties expressly agree in a separate writing
to be bound by such separate or additional terms and conditions.

7.4 CANCELLATION OF ORDERS

7.4.1. Once an order has been accepted by the Supplier, it may not be canceled
by the Distributor unless (1) the Supplier has failed to ship the order,or any
portion thereof, within 60 days of the date of the Supplier's confirmation of
such order; and (2) the Distributor provides written notice of such
cancellation, and the Supplier acknowledges such cancellation in writing; and
(3) the Supplier has not yet shipped the order or portion thereof that the
Distributor desires to cancel.

7.5 SUPPLIER CANCELLATION. The Supplier reserves the right to cancel or suspend
any orders placed by the Distributor and accepted by the Supplier, or refuse or
delay shipment thereof, if the Distributor fails (1) to make any payment as
provided in this Agreement or in any invoice; (2) to meet credit or financial
requirements established by the Supplier; or (3) otherwise to comply with the
terms and conditions of this Agreement.

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7.6 PARTIAL SHIPMENTS. No Partial shipments will be made without the
Distributor's prior written approval.

7.7 FREIGHT AND TAX CHARGES. The Distributor will pay the cost of freight and
any taxes, levies, duties or fees of any kind, nature or description whatsoever
applicable to the sale of any Products by the Supplier to the Distributor, and
the Distributor will forthwith reimburse the Supplier for all such sums upon
invoice. In connection with the delivery of the Products, the Distributor may
designate in writing, not less than 10 business days prior to the shipment
date, the carrier for shipment and the amount of insurance and nature of
coverage. If the Distributor fails to so designate any or all such items, the
Supplier, at its discretion, may specify any item not so designated.

7.8 ACCEPTANCE TESTS. The Distributor will formulate, subject to the
Supplier's approval, Acceptance Test Procedures. The Distributor has the right
to conduct acceptance tests on any of the Products and may reject those that
fail to pass that test. Such rejection will be evidenced by notice of rejection
to the Supplier, together with an indication of the basis for that rejection.
The Distributor will have no obligations with respect to any Products properly
rejected by it pursuant to this Agreement.

7.9 PAYMENT TERMS. Distributor will pay for the initial order 90 days after
shipment. Subsequent orders will be paid on a net 30 days basis unless Supplier
and Distributor agree on alternate terms for payment.

7.10 PACKAGING. The Supplier agrees to provide appropriate packaging, and
similar matters as requested by the Distributor in order to permit the Products
to be shipped directly into the Distributor's distribution system without
reopening the boxes or otherwise re-handling the finished goods.

7.11 DIRECT SHIPPING. The Distributor may request that the Supplier ship
directly to any location designated by the Distributor. The Supplier agrees to
comply with these requests at no additional charge (other than transportation
charges) provided that the Distributor furnishes the Supplier with shipping
instructions at least 10 days prior to shipment.

7.12 WAREHOUSING. The Distributor may request that the Supplier ship to its own
warehouse, or to another warehouse owned by a third party. In this event, the
Supplier's shipment will constitute delivery to the Distributor. The Supplier
will procure insurance on behalf of the Distributor to cover risk of damage or
loss to these shipments while in the warehouse awaiting final delivery to the
customers. The Distributor will reimburse the Supplier for all insurance
premiums and transportation charges incurred by the Supplier in the warehousing
of these shipments. The Supplier will arrange for final shipment to the
customers designated by the Distributor at the Distributor's instruction. Final
shipment

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will be made in full conformity with Section 7.6, except that the Supplier will
also arrange for insurance coverage of these final shipments, the cost of which
will be reimbursed by the Distributor.

8. PRICES AND PAYMENTS

8.1 PRICES. All prices are F.O.B. Supplier's plant currently located at the
address listed for the Supplier at the beginning of this Agreement.

8.2 SUPPLIER PRICES TO DISTRIBUTOR FOR THE INITIAL ORDER. The Supplier will
sell each Product in the Initial Order to the Distributor at $2495US.

8.3 SUPPLIER PRICES TO DISTRIBUTOR FOR SUBSEQUENT ORDERS. The Supplier will
sell each Product in subsequent orders to the Distributor at $2495US.

8.4 TAXES. The Distributor's Purchase Price does not include any federal,
state or local taxes that may be applicable to the Products (excluding taxes
based upon the income of the Supplier), when the Supplier has the legal
obligation to collect such taxes, the appropriate amount will be added to the
Distributor's invoice and paid by the Distributor unless the Distributor
provides the Supplier with a valid tax exemption certificate authorized by the
appropriate taxing authority.

8.5 PAYMENT. Full payment of the Distributor's Purchase Price for the Products
(including any freight, taxes or other applicable costs initially paid by the
Supplier but to be borne by the Distributor) will be made by the Distributor to
the Supplier according to the terms in Section 7.10, and payment will be made
by wire transfer, check or other instrument approved by the Supplier. Payment
will be in United States dollars and will be in an amount equal to the
Distributor's Purchase Price for the Products plus all applicable taxes,
shipping charges, and other charges to be borne by the Distributor. All
exchange, interest, banking, collection, and other charges will be at the
Distributor's expense. The Distributor will pay all of the Supplier's costs and
expenses (including reasonable attorneys' fees) to enforce and preserve the
Supplier's rights.

8.6 DISTRIBUTOR FINANCIAL CONDITION. The Distributor represents and warrants
that it is and at all times during the term of this Agreement will remain in
good financial condition, solvent and able to pay its bills when due. The
Distributor further represents and warrants that it has and at all times during
the term of this Agreement will retain the ability to order any pay for a
minimum of $1 million in total annual orders for Products. The Distributor will
maintain and employ in connection with the Distributor's business under this
Agreement such working capital and net worth as may be required in the
reasonable opinion of the Supplier to enable the Distributor to carry out and
perform all of the Distributor's obligations and responsibilities under this
Agreement.

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8.7 DISTRIBUTOR PRICING. The Distributor is free to determine its own resale
prices for the Products. Although the Supplier may publish suggested list
prices, these are suggestions only and are not binding in any way.

Shipment, Risk of Loss and Delivery

9.1 RISK OF LOSS. Except as provided below, title to the Products purchased
pursuant to this Agreement will pass upon delivery to the Distributor.

9.2 SHIPMENT. All Products delivered pursuant to the terms of this Agreement
will be suitably packed for air freight shipment in the Supplier's standard
shipping cartons, marked for shipment at the Distributor's address stated
above, and delivered to the Distributor or its carrier agent F.O.B. Supplier's
manufacturing plant, at that time (subject to Subsection 9.6 below) title to
such Products and risk of loss will pass to the Distributor. Unless otherwise
instructed in writing by the Distributor, the Supplier will select the carrier.
All freight, insurance, and other shipping expenses, as well as any special
packing expense, will be paid by the Distributor. The Distributor will also
bear all applicable taxes, duties, and similar charges that may be assessed
against the Products after delivery to the carrier at the Supplier's plant.

9.3 PARTIAL DELIVERY. Unless the Distributor clearly advises the Supplier to
the contrary in writing, the Supplier may make partial shipments of the
Distributor's orders, to be separately invoiced and paid for when due. Delay in
delivery of any installment will not relieve the Distributor of its obligation
to accept the remaining deliveries, unless canceled pursuant to Section 7.3 of
this Agreement.

9.4 DELIVERY SCHEDULE AND DELAYS. The Supplier will use reasonable efforts to
meet the Distributor's requested delivery schedules for the Products. Should
orders for Products exceed the Supplier's available inventory, the Supplier
will allocate its available inventory and make deliveries on a basis the
Supplier deems equitable, in its sole discretion, and without liability to the
Distributor on account of the method of allocation chosen or its implementation.

9.5 RESERVATION OF TITLE. Transfer of title for each Product shipped to the
Distributor will be subject to full payment of the Purchase Price. Until such
full payment, the Product will remain the property of the Supplier. For all
Products to which the Supplier retains title, the Distributor will (1) carry
full insurance on the Products throughout the time they are in the
Distributor's possession and (2) segregate those Products from other Products
in the Distributor's inventory. The Distributor agrees to take all such steps
as are necessary to assist the Supplier in so retaining title, including the
signing of any filings necessary pursuant to local law.

10. Limited Warranty

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10.1 WARRANTY TO DISTRIBUTOR'S CUSTOMERS. The Distributor will pass on to its
End-User customers the Supplier's standard limited warranty for the Products,
as follows:

ONE-YEAR LIMITED WARRANTY

For one (1) year after the date of shipment to End-User or eighteen (18)
months after the date of shipment from the Supplier, whichever first occurs,
the Supplier will at its sole discretion, replace, repair or furnish credit for
any Product purchased by End-User that, in the Supplier's judgment, has a
defect in material or workmanship provided the Product is returned,
transportation charges prepaid, to the Supplier with the Supplier's prior
permission and return authorization number, and provided further that the
Product has not been misused (including electrostatic discharge), improperly
operated, or subject to unauthorized repairs or modifications. This warranty is
in lieu of all other warranties, expressed, implied or statutory, including the
warranty of merchantability and the warranty of fitness or of suitability for a
particular purpose and of all other obligations or liabilities on the
Supplier's part, and the Supplier neither assumes nor authorizes any other
person to assume for the Supplier any other liabilities in connection with the
sale of the said Product. If the Supplier's examination does not disclose a
defect in material or workmanship on a Product claimed to be defective, the
End-User agrees to pay the Supplier's established charges for unpacking,
testing and repackaging the Products for reshipment to the End-User. This
provision states the End-User's exclusive and sole remedy for Supplier's breach
of warranty. This provision does not extend the original warranty period of any
Product that has been repaired or replaced by the Supplier.

This warranty is the only warranty made by the Supplier with respect to
the goods delivered under this Agreement, and may be modified or amended only
by a written instrument signed by a corporate officer of the Supplier and
accepted by the End-User. The Products that, at the End-User's request, are
delivered without complete encapsulation are specifically excluded from the
warranty set out in this Agreement.

10.2 DISCLAIMER, NO OTHER WARRANTY. Except for the express warranty set forth
above, the Supplier grants no other warranties, express of implied, by statute
or otherwise, regarding the Products, their fitness for any purpose, their
quality their merchantability, or otherwise.

10.3 LIMITATION OF LIABILITY. The Supplier's liability under the warranty
will be limited to replacement, repair or credit for the customer's purchase
price. In no event will the Supplier be liable for the cost of procurement of
substitute goods by the customer or for any special, consequential or
incidental damages for breach of warranty.

10.4 DISTRIBUTOR DUTIES. The Distributor agrees to honor all replacement
requests received from the Dealers or End-Users pursuant to the terms of the
End-User Agreement pertaining to the defective units. The Distributor will
instruct all the Dealers to submit all replacement requests to the Distributor.

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10.5 EXCLUSIVE REMEDY. The remedy stated in this Section 10 constitutes the
sole and exclusive remedy of the Distributor and, insofar as the End-User
Agreement effectively so provides, any Dealer or End-User, as well as their
successors and assigns, for any defect or nonconformity in the Products.

10.6 PRODUCT LIABILITY

10.6.1 INDEMNIFICATION. The Supplier will indemnify and hold harmless the
Distributor for damages or expenses resulting from any claim, suit or proceeding
brought against the Distributor on the issue of Product liability. The
Distributor agrees that the Supplier has the right to defend, or at its option
to settle, and the Supplier agrees, at its own expense, to defend or at its
option to settle, any claim, suit or proceeding brought against the Distributor
or its Customer on the issue of Product liability, subject to the limitations
set forth in this Agreement. The Supplier will have sole control of any such
action or settlement negotiations, and the Supplier agrees to pay, subject to
the limitations of this Agreement set forth, any final judgment entered against
the Distributor or its Customer on such issue in any such suit or proceeding
defended by the Supplier. The Distributor agrees that the Supplier at its sole
option will be relieved of the foregoing obligations unless the Distributor or
its Customer notifies the Supplier promptly in writing of such claim, suit or
proceeding and gives the Supplier authority to proceed as contemplated herein,
and, at the Supplier's expense, gives the Supplier proper and full information
and assistance to settle and/or defend any such claim, suit or proceeding.

10.6.2 ENTIRE LIABILITY. The foregoing provisions of this Section 10.8 state
the entire liability and obligations of the Supplier and the exclusive remedy
of the Distributor and its Customers, with respect to any alleged Product
liability suit related to the Products or any part thereof.

11. OWNERSHIP WARRANTY AND INDEMNIFICATION

11.1 SUPPLIER OWNERSHIP WARRANTY. The Supplier represents and warrants to
the Distributor that: (1) the Products are the originals with the Supplier; (2)
the Products do not infringe upon any patent, copyright, trade secret or other
proprietary rights of others; (3) the Supplier has full power and authority to
grant the rights granted within this Agreement to the Distributor; and (4) the
Supplier has not previously or otherwise granted any other rights in the
Products to any third party that conflict with the rights in this Agreement
granted to the Distributor.

11.2 INDEMNIFICATION. The Supplier agrees to defend at its expense and hold
the Distributor harmless from any claim, demand, or suit against the
Distributor resulting from a breach of any of the warranties set forth above in
Section 11.1 and to pay any costs, damages, or expenses (including attorneys'
fees) arising from any such claim, demand, or suit. The Supplier will have sole
control of the defense of such action and all negotiations

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for its compromise or settlement. The Distributor will timely notify the
Supplier in writing of any such claim, demand, or suit, and, at the Supplier's
request and expense, provide the Supplier with all available information,
assistance and authority to enable the Supplier to defend the same. The
Supplier will indemnify the Distributor for all such costs, damages and
expenses as they are incurred.

11.3 CONTINUED USE. Following notice of a claim or demand or a threatened or
actual suit, the Supplier will immediately, at its own expense, procure for the
Distributor the right to continue the use of the Products subject to such
claim, demand or suit, or, having failed to obtain such right, replace or
modify such Products to make them non-infringing, or, having failed to replace
or modify the Products, refund to the Distributor the purchase price of all
unsold Products. If the Distributor elects to replace or modify any of the
Products, such replacement or modification will substantially meet the
performance and interface specifications of the replaced or modified Products.

11.4 MODIFICATION OF THE PRODUCTS. The Supplier will have no liability for any
claim of infringement based on the Distributor's combination of the Products
with Products not supplied by the Supplier if such claim would have been
avoided by the use of the Products without such specific Products.

11.5 SURVIVAL OF WARRANTIES. The warranties and indemnities stated in this
Section 11 will survive the expiration or termination of this Agreement.

12. TERMINATION

12.1 TERMINATION EVENTS. This Agreement may be terminated by either party upon
the occurrence of any of the following circumstances:

12.1.1 Any assignment for the benefit of the creditors, or any bankruptcy,
reorganization, or other proceeding under any bankruptcy or insolvency law is
initiated by the other party, or is initiated against it and not dismissed or
stayed within 90 days;

12.1.2 A material breach by the other party of any of the terms of this
Agreement, which breach is not remedied by the other party within 30 days of
the other party's receipt of notice of such breach; or

12.1.3 Upon the sale or distribution of the Products in violation of the
Distributor's exclusive distribution rights as described in Section 4.1. The
Written notice of termination will be given by registered or certified mail, in
which event this Agreement will terminate 30 days from the date of mailing of
the notice.

12.2 FULFILLMENT OF OBLIGATIONS. The termination of this Agreement will not
otherwise release either party from its obligation to pay any sum that may be
then or thereafter owing to the other party nor operate to discharge any
liability that had been incurred by

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other party prior to any such termination. Except as qualified by the preceding
sentence, neither party will, by reason of the termination of this Agreement,
be liable to the other for any damages (whether direct, consequential or
incidental to, and including loss of profit or prospective profits of any kind)
sustained or arising out of any such termination.

12.3 EFFECT OF TERMINATION AND SURVIVAL. Upon termination of this Agreement,
the Distributor may continue to dispose of its existing inventories of
Products, but the Distributor will otherwise discontinue all further promotion,
marketing, and support of the display, advertising, and use of all the Supplier
names, trademarks, logos, and designations and will not thereafter use,
advertise, or display any such names, trademarks, logos, or designations. Upon
termination of this Agreement, the due date of all outstanding invoices for the
Products will automatically be accelerated and all such invoices will become
due and payable. All orders or portions thereof remaining unshipped as of the
effective date of termination may be canceled by the Supplier, at its option,
to the extent they call for delivery more than 30 days after the date of
termination. Upon termination of this Agreement, the Supplier will have the
option, exercisable at any time in its discretion, to repurchase some or all of
the entire remaining uncommitted inventory of the Products held by the
Distributor. The Supplier will pay the Distributor for all Products so
repurchased (if received in a new and re-saleable condition) an amount equal to
the discounted price paid by the Distributor to the Supplier, less a restocking
charge of 10 percent of such price. Upon receipt of any Products so reacquired
from the Distributor, the Supplier will issue an appropriate credit to the
Distributor's account. Despite any termination of this Agreement, the
provisions in Sections 5.4 through 5.6, 7.4 through 7.9, 7.11 through 7.14, 8
through 11, and 13 through 14 will remain in full force and effect.

13. CONFIDENTIAL INFORMATION, TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS

13.1 PROTECTION OF INFORMATION. Each party acknowledges that the Information
is proprietary to the other party and has been developed as a trade secret at
their expense. Each party agrees that it will exercise the same efforts to hold
and use such Information in confidence (except as otherwise permitted by this
Agreement) as it uses to protect its own confidential business information.

13.2 RIGHTS TO INJUNCTION. If any party will attempt to use or dispose of any
Information or any of its aspects or components or any duplication or
modification thereof in a manner contrary to the terms of this Section, the
other party will have the right, without the necessity of filing a bond or
other security, in addition to such other remedies that may be available to it,
to injunctive relief enjoining such acts or attempts, it being acknowledged
that legal remedies are inadequate.

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13.3 PRESS RELEASES. No press releases or other likely publicity or advertising
of any nature regarding this Agreement that mentions this Agreement or the
other party by name will be released by a party without the prior written
agreement of the other party.

13.4 NO COPYING. Without the prior written consent of the Supplier, the
Distributor will refrain from copying, reverse engineering, disassembling,
decompiling, translating, or modifying the Products, or granting any other
person or entity the right to do so.

13.5 NOTIFICATION. The Distributor will promptly notify the Supplier of (1)
any claims, allegations, or notification that its marketing, licensing,
support, or service of the Products may or will infringe the Intellectual
Property Rights of any other person or entity; and (2) any determination,
discovery, or notification that any person or entity is or may be infringing
the Intellectual Property Rights of the Supplier. The Distributor will not take
any legal action relating to the protection or defense of any Intellectual
Property Rights pertaining to the Products without the prior written approval
of the Supplier. The Distributor will assist in the protection and defense of
such Intellectual Property Rights.

14. GENERAL PROVISIONS

14.1 ASSIGNMENT. Either party may assign this Agreement to an entity that
acquires, directly or indirectly, substantially all of its assets or merges
with it. Except as set forth in this section, neither this Agreement nor any
rights under this Agreement, in whole or in part, will be assignable or
otherwise transferable by either party without the express written consent of
the other party. Any attempt by either party to assign any of its rights or
delegate any of its duties under this Agreement without the prior written
consent of the other party will be null and void. Subject to the above, this
Agreement will be binding upon and take effect for the benefit of the
successors and assigns of the parties to this Agreement.

14.2 WAIVER, AMENDMENT, MODIFICATION. No waiver, amendment or modification,
including those by custom, usage of trade, or course of dealing, of any
provision of this Agreement will be effective unless in writing and signed by
the party against whom such waiver, amendment or modification is sought to be
enforced. No waiver by any party of any default in performance by the other
party under this Agreement or of any breach or series of breaches by the other
party of any of the terms or conditions of this Agreement will constitute a
waiver of any subsequent default in performance under this Agreement or any
subsequent breach of any terms or conditions of that Agreement. Performance of
any obligation required of a party under this Agreement may be waived only by a
written waiver signed by a duly authorized officer of the other party, that
waiver will be effective only with respect to the specific obligation described
in that waiver.

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14.3 FORCE MAJEURE. Neither party will be deemed in default of this Agreement
to the extent that performance of its obligations, or attempts to cure any
breach, are delayed or prevented by reason of circumstances beyond its
reasonable control, including without limitation fire, natural disaster,
earthquake, accident or other acts of God ("Force Majeure"), provided that the
party seeking to delay its performance gives the other written notice of any
such Force Majeure within 15 days after the discovery of the Force Majeure, and
further provided that such party uses its good faith efforts to cure the Force
Majeure. If there is a Force Majeure, the time for performance or cure will be
extended for a period equal to the duration of the Force Majeure. This Article
will not be applicable to any payment obligations of either party.

14.4 SETTLEMENT OF DISPUTES

14.4.1 Each party acknowledges and agrees that, if there is any breach of this
Agreement, including, without limitation, unauthorized use or disclosure of
Confidential Information or other information of the other party, the
non-breaching party will suffer irreparable injury that cannot be compensated
by money damages and therefore will not have an adequate remedy at law.
Accordingly, if either party institutes an action or proceeding to enforce the
provisions of this Agreement, such party will be entitled to obtain such
injunctive relief, specific performance, or other equitable remedy from a court
of competent jurisdiction as may be necessary or appropriate to prevent or
curtail any such breach, threatened or actual. These will be in addition to and
without prejudice to such other rights as such party may have in law or in
equity.

14.4.2 Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement will be referred to mediation before, and as a condition
precedent to, the initiation of any adjudicative action or proceeding,
including arbitration. The mediation will be held in Los Angeles, California.
Either party may demand mediation in writing, serving on the other party a
statement of the dispute, controversy, or claim, and the facts relating to it,
in reasonable detail. Furthermore, if within thirty (30) days after such
demand, the parties have not agreed upon a mediator and commenced mediation,
the matter will be referred to arbitration under Section 14.4.3. Furthermore,
if, within forty-five (45) days after such demand the matter has not been
resolved to the satisfaction of both parties, then the matter will be referred
to arbitration under Section 14.4.3.

14.4.3 Any dispute, controversy, or claim arising out of or related to this
Agreement, or the creation, validity, interpretation, breach, or termination of
this Agreement that has not been resolved amicably among the parties by
mediation under Section 14.4.2 will be submitted to binding arbitration using
the following procedure:

14.4.4 The arbitration will be held in Los Angeles, California, before a panel
of three arbitrators. Either party may demand arbitration in writing, serving
on the other party a

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statement of the dispute, controversy, or claim, and the facts relating to it,
in reasonable detail, and the arbitrator nominated by that party.

14.4.5 Within thirty (30) days after such demand, the other party will name its
arbitrator, and the two arbitrators named by the parties will, within ten (10)
days, select a third arbitrator.

14.4.6 The arbitration will be governed by the Commercial Arbitration Rules of
the American Arbitration Association (the "AAA"), except as expressly provided
in this Article. However, the arbitration will be administered by any
organization mutually agreed upon by the parties. If the parties are unable to
agree upon the organization to administer the arbitration, it will be
administered by the AAA. The arbitrators may not amend or disregard any
provision of this section.

14.4.7 The expenses of arbitration will be borne by the party against whom the
decision is rendered, or apportioned in accordance with the decision of the
arbitrators if there is a compromise decision. Judgment upon any award may be
entered in any court of competent jurisdiction. All notices from one party to
the other relating to any arbitration under this Agreement will be in writing
and will be effective if given in accordance with Section 14.5 below.

14.5 PROPRIETARY INFORMATION. Each party acknowledges that it may be furnished
with or may otherwise receive or have access to information or material that
relates to past, present or future Products, software, research development,
inventions, processes, techniques, designs or technical information and data,
and marketing plans. (The "Proprietary Information"). Each party agrees to
preserve and protect the confidentiality of the Proprietary Information and all
of its physical forms, whether disclosed to the other party before this
Agreement is signed or afterward, including the terms of this Agreement. In
addition, a party will not disclose or disseminate the Proprietary Information
for its own benefit or for the benefit of any third party. The previously
stated obligations do not apply to any information that (1) is publicly known;
(2) is given to a party by someone else who is not obligated to maintain
confidentiality; or (3) a party had already developed prior to the day this
Agreement is signed, as evidenced by documents. Neither party will take or
cause to be taken any physical forms of Proprietary Information (nor make
copies of same) without the other party's written permission. Within three (3)
days after the termination of this Agreement (or any other time at the other
party's request), a party will return to the other party all copies of
Proprietary Information in tangible form. Despite any other provisions of this
Agreement, the requirements of this Section will survive termination of this
Agreement.

14.6 CUMULATIVE RIGHTS. Any specific right or remedy provided in this Agreement
will not be exclusive but will be cumulative upon all other rights and remedies
set forth in this section and allowed under applicable law.

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14.7 GOVERNING LAW AND JURISDICTION. This Agreement will be governed by and
construed under the substantive laws of the State of California, U.S.A. The
federal and state courts within the State of California, U.S.A., will have
exclusive jurisdiction to adjudicate any dispute arising out of this Agreement.
The Distributor hereby expressly consents to (1) the personal jurisdiction of
the federal and state courts within California and (2) service of process being
effected upon it by registered mail sent to the address set forth at the
beginning of this Agreement.

14.8 ENTIRE AGREEMENT. The parties acknowledge that this Agreement expresses
their entire understanding and Agreement, and that there have been no
warranties, representations, covenants, or understandings made by either party
to the other except such as are expressly set forth in this section. The
parties further acknowledge that this Agreement supersedes, terminates and
otherwise renders null and void any and all prior Agreements or contracts,
whether written or oral, entered into between Pop N Go, Inc. and Distribuidora
Automatizada SA DE C.V. with respect to the matters expressly set forth in this
Agreement.

14.9 COUNTERPARTS. This Agreement may be executed in multiple counterparts, any
one of which will be deemed an original, but all of which will constitute one
and the same instrument.

14.10 ATTORNEY FEES. If either party is required to retain the services of any
attorney to enforce or otherwise litigate or defend any matter or claim arising
out of or in connection with this Agreement, then the prevailing party will be
entitled to recover from the other party, in addition to any other relief
awarded or granted, its reasonable costs and expenses (including attorneys'
fees) incurred in the proceeding.

14.11 SEVERABILITY. If any provision of this Agreement is found invalid or
unenforceable under judicial decree or decision, the remainder will remain
valid and enforceable according to its terms. Without limiting the previous, it
is expressly understood and agreed that each and every provision of this
Agreement that provides for a limitation of liability, disclaimer of
warranties, or exclusion of damages is intended by the parties to be severable
and independent of any other provision and to be enforced as such. Further, it
is expressly understood and agreed that if any remedy under this Agreement is
determined to have failed of its essential purpose, all other limitations of
liability and exclusion of damages set forth in this section will remain in
full force and effect.

14.12 NOTICES. Any notice required or permitted by this Agreement will be in
writing and will be sent by telex, telefax or air courier. Such notice will be
deemed to have been given 5 days after sending.

Captions and section headings used in this Agreement are for convenience
only and are not a part of this Agreement and will not be used in construing
it.

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We have carefully reviewed this contract and agree to and accept its
terms and conditions. We are executing this Agreement as of the day and year
first written above.

SUPPLIER DISTRIBUTOR

/s/ MEL WYMAN /s/ [SIGNATURE ILLEGIBLE]
- ------------------------------------- -------------------------------------
Mel Wyman
Chief Executive Officer

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EXHIBIT A

TERRITORY
---------
COUNTRY OF MEXICO

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EXHIBIT B

PRODUCT QUOTA

Opening order - 20 units

Total 1st year orders - 300 units

Total 2nd year orders - 500 units

Total 3rd year orders - 700 units

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EXHIBIT C

TRADEMARKS

POP N GO

<PAGE> 1
EXHIBIT 23.(i)

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form SB-2 of our
report, dated February 5, 1999, which includes an emphasis paragraph relating to
an uncertainty as to the Company's ability to continue as a going concern, on
the consolidated financial statements of Pop N Go, Inc. and subsidiary. We also
consent to the reference to our firm under the caption "Experts".

SINGER, LEWAK, GREENBAUM & GOLDSTEIN, LLP

Los Angeles, California
January 11, 2000

<PAGE> 1

EXHIBIT 23.(ii)

CONSENT OF LEGAL COUNSEL

We hereby consent to the use in this Registration Statement on Form SB-2 filed
October 12, 1999, of our Opinion on the due issuance of 1,994,548 Shares of the
Common Stock of Pop N Go, Inc., previously issued, and registered by selling
shareholders pursuant to said Form SB-2 Registration Statement. We also consent
to the reference to our Firm under the caption "Experts".

THE LAW OFFICES OF
DAVIS & ASSOCIATES, INC.

Los Angeles, California
January 14, 2000