UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________________
December 13, 2005
Pop N Go, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-49821
(State or other jurisdiction of incorporation) (Commission File Number)
95-4603172
(IRS EmployerIdentification No.)
12429 East Putnam Street, Whittier, California 90602
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (562) 945-9351
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d 2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e 4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On November 16, 2005, Pop N Go (the "Company") entered into a certain Securities
Purchase Agreement ("SPA") with Cornell Capital Partners, LP ("Cornell" and
together with the Company, the "Parties") pursuant to which the Company issued
to Cornell a One Million Two Hundred Thousand Dollar ($1,200,000) secured
convertible debenture (the "Debenture") of even date with the SPA. Seven
Hundred Thousand Dollars ($700,000) of the Debenture was funded on November 16,
2005 and an additional ($500,000) will be funded when the Company effectuates an
increase in its authorized capital stock. The Debenture is convertible, in
whole or in part, at any time and from time to time before maturity at the
option of the holder at the lesser of (a) three cents ($0.03) or (b) eighty
percent (80%) of the lowest closing bid price of common stock for five (5)
trading days immediately preceeding the conversion date. The Debenture has a
term of two (2) years, piggy-back registration rights and accrues interest at a
rate equal to ten percent (10%) per year. The Debenture is secured by certain
pledged assets of the Company. The Parties have also entered into an Investor
Registration Rights Agreement, pursuant to which the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, and applicable state
securities laws.
In connection with the SPA the Company also issued Cornell a warrant to purchase
120,000,000 shares of the Company's common stock.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit Description Location
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10.1 Securities Purchase Agreement, dated November 16, 2005, by and between
the Company and Cornell. Provided herewith
10.2 Secured Convertible Debenture, dated November 16, 2005, issued by the
Company to Cornell. Provided herewith
10.3 Security Agreement, dated November 16, 2005, by and between the Company.
Provided herewith
10.4 Investor Registration Rights Agreement, dated November 16, 2005, by and
between the Company and Cornell. Provided herewith
10.5 Warrant issued to Cornell by the Company dated November 16, 2005.
Provided herewith
10.6 Escrow Agreement among Cornell, the Company and David Gonzalez. Provided
herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POP N GO
Date: December 13, 2005
By:/s/Mel Wyman
_________________________
Name: Mel Wyman
Title: Chief Executive Officer