EXHIBIT 31.2

             CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND CHIEF
                FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
          SARBANES-OXLEY ACT OF 2002 AND RULES 13A-14 AND 15D-14 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934

I,   Sam Messina, Chief Financial Officer certify that:

1.   I have reviewed this 10-KSB of Pop3 Media Corp. (the "Company");

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the Company's as of, and for, the periods presented ire this report;

4. The Company's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company's and
have:

     a.  Designed  such  disclosure  controls  and  procedures,  or caused  such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information  relating to the Company's,  including its
     consolidated  subsidiaries,  is made  known to us by  others  within  those
     entities,  particularly  during the  period in which  this  report is being
     prepared;

     b. Designed such internal control over financial reporting,  or caused such
     internal  control  over  financial  reporting  to  be  designed  under  our
     supervision,  to provide reasonable  assurance regarding the reliability of
     financial  reporting  and  the  preparation  of  financial  statements  for
     external  purposes  in  accordance  with  generally   accepted   accounting
     principles;

     c. Evaluated the  effectiveness  of the Company's  disclosure  controls and
     procedures  and  presented  in  this  report  our  conclusions   about  the
     effectiveness of the disclosure  controls and procedures,  as of the end of
     the period covered by this report based on such evaluation; and

     d.  Disclosed in this report any change in the Company's  internal  control
     over  financial  reporting  that occurred  during the Company's most recent
     fiscal  quarter  (the  Company's  fourth  fiscal  quarter in the case of an
     annual report) that has  materially  affected,  or is reasonably  likely to
     materially affect, the Company's internal control over financial reporting;
     and

5.   The Company's other certifying  officer and I have disclosed,  based on our
     most recent evaluation of internal control over financial reporting, to the
     Company's  auditors  and the  audit  committee  of the  Company's  board of
     directors (or persons performing the equivalent functions):

     a. All significant  deficiencies  and material  weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to  adversely  affect the  Company's  ability  to  record,  process,
     summarize and report financial information; and

     b. Any fraud,  whether or not material,  that involves  management or other
     employees who have a significant  role in the  Company's  internal  control
     over financial reporting.

Date: November 16, 2005                         /s/ Sam Messina
                                                --------------------------------
                                                   Sam Messina
                                                   Chief Financial Officer