SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  FORM 10-QSB/A
                                  AMENDMENT #2


     [X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
          EXCHANGE ACT OF 1934, FOR THE QUARTER ENDED SEPTEMBER 30, 2004


                        COMMISSION FILE NUMBER 000-28485

                            VIASTAR MEDIA CORPORATION
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


           Nevada                                               88-0380343
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)


2451 W. BIRCHWOOD AVENUE, SUITE 105, MESA, ARIZONA                    85202
--------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                      (Zip Code)


                                 (480) 894-0311
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                     (Former Name - ViaStar Holdings, Inc.)
--------------------------------------------------------------------------------
             (Former Name, Former Address and Former Fiscal Year if
                           Changed Since Last Report)


Check  whether the  Registrant:  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the Registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days. Yes
[X] No[ ]


Indicate the number of shares outstanding of each of the Registrant's classes of
common  stock,  as of  September  30,  2004:  common  stock,  $0.001 par value -
62,660,503

Transitional Small Business Disclosure Format Yes |X| No | |









                                       1
<PAGE>

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

                                TABLE OF CONTENTS





                         PART I - FINANCIAL INFORMATION


   Item                                                                 Page
   ----                                                                 ----


1. Financial Statements


     Condensed Consolidated Balance Sheets .............................. 4-5

     Condensed Consolidated Statements of Operations .................... 6

     Condensed Consolidated Statements of Cash Flows .................... 7

     Notes to Condensed Consolidated Financial Statements ............... 8

2. Management's Discussion and Analysis of Financial Condition
       and Results of Operations ........................................ 17

3. Controls and Procedures .............................................. 21

4. Changes in and Disagreements with Accountants on Accounting
       and Financial Disclosure ......................................... 22

                           PART II - OTHER INFORMATION

1. Legal Proceedings .................................................... 23

2. Changes in Securities ................................................ 23

3. Defaults Upon Senior Securities ...................................... 23

4. Submission of Matters to a Vote of Security Holders .................. 23

5. Other Information .................................................... 23

6. Exhibits ............................................................. 24

SIGNATURES .............................................................. 24


                                       2
<PAGE>


                                     PART I


Item 1. Financial Statements


                            VIASTAR MEDIA CORPORATION
                          CONSOLIDATION BALANCE SHEETS
                                   (Unaudited)
                      September 30, 2004 and June 30, 2004

                                     ASSETS
                                     ------
                                                September 30,      June 30,
                                                    2004             2004
                                              --------------- ---------------
CURRENT ASSETS
    Cash                                       $       43,003  $      116,628
    Accounts Receivable - Net                         651,886         635,795
    Prepaid Expense                                    80,000
    Other Receivables                                   7,015          18,108
    Inventory                                         851,878       1,032,142
                                              --------------- ---------------

    Total Current Assets                            1,633,782       1,802,673
                                              --------------- ---------------
LONG TERM ASSETS

    Capitalized Software, Net                         870,750         870,750
    Property and Equipment, Net                     4,846,825       4,892,396
    Goodwill and other intangible Assets, Net       7,936,431       7,936,431
    Investments                                        13,736          13,736
    Business Development                              110,000
    Deferred Income Tax Benefit                       279,430         279,430
    Artist Advances                                   147,940         114,647
    Other Assets                                       27,130          13,420
    Notes Receivable                                   92,013          92,013
                                              --------------- ---------------
    Total Long Term Assets                         14,334,255      14,212,823
                                              --------------- ---------------

TOTAL ASSETS                                   $   15,958,037  $   16,015,496
                                              =============== ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
LIABILITIES
Current Liabilities
    Accounts Payable and Accrued Expenses      $    1,301,799  $    1,146,291
    Related Party Liabilities and Advances               (716)         19,716
    Notes Payable - Current Portion                    19,521
    Credit Line - Financial Institution               214,500         214,500
                                              --------------- ---------------

    Total Current Liabilities                       1,535,104       1,380,507

Non-Current Liabilities
    Notes Payable - Non-current Portion               247,307               -
    Other liabilities                                 109,772         322,352
                                              --------------- ---------------

    Total Non-Current Liabilities                     357,079         322,352
                                              --------------- ---------------

TOTAL LIABILITIES                                   1,892,183       1,702,859
                                              --------------- ---------------

                                       4
<PAGE>

CONSOLIDATION BALANCE SHEETS - continued

STOCKHOLDERS' EQUITY

    Preferred Stock authorized
    10,000,000 shares, $0.01 par value.
    Issued and outstanding September 30, 2004:
    1,854,100 shares of Class A Convertible
    and 1,854,100 at June 30, 2004.                    18,541          18,541

    Common Stock, authorized
    100,000,000 shares, $0.001 par value;
    Issued and outstanding September 30, 2004;
    62,660,503 shares and June 30, 2004
    52,451,642 shares.                                 62,662          52,453

    Subscriptions Receivable                          (30,000)

    Paid in Capital                                20,247,469      19,892,278

    Retained Earnings/(Deficit)                    (6,232,818)     (5,650,635)
                                              --------------- ---------------

    Total Stockholders' Equity/(Deficit)           14,257,854      14,312,637
                                              --------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                           $   15,958,037  $   16,015,496
                                              =============== ===============

        The accompanying notes are an integral part of these statements
                                       5
<PAGE>


                            VIASTAR MEDIA CORPORATION
                     CONSOLIDATION STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                          Three Months        Three Months
                                              Ended               Ended
                                       September 30, 2004   September 30, 2003
                                     -------------------- --------------------

INCOME

    Revenues                               $      556,230       $      141,481
    Other Income                                  16,293
                                     -------------------- --------------------

    Gross Income                                  572,523              141,481


COST OF GOODS SOLD                                343,584               65,271
                                     -------------------- --------------------

    Gross Profit / (Loss)                         228,939               76,210
                                     -------------------- --------------------

EXPENSES

    Compensation                                  295,132               50,804
    Professional and Consulting Fees               42,664              458,822
    General and Administrative                    236,161               43,002
    Depreciation                                   55,571              375,260
    Write-Down Obsolete Inventory                 170,974
    Loss on Investment                                                 240,000
    Interest Expense                               10,620               16,599
                                     -------------------- --------------------

    Total Expense                                 801,122            1,184,487
                                     -------------------- --------------------

(LOSS) BEFORE INCOME TAXES                       (582,183)          (1,108,277)


    Provision for Income Taxes                                           1,000
                                     -------------------- --------------------

NET (LOSS)                                 $     (582,183)      $   (1,109,277)
                                     ==================== ====================

BASIC AND DILUTED

Net (Loss) per Common Share                $        (0.01)      $        (0.06)
                                     -------------------- --------------------

Weighted Average Number of
      Common Shares Outstanding                57,668,953           19,369,659
                                     ==================== ====================

        The accompanying notes are an integral part of these statements

                                       6
<PAGE>

                            VIASTAR MEDIA CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                            Three Months       Three Months
                                               Ended               Ended
                                       September 30, 2004   September 30, 2003
                                     -------------------- --------------------
Operating Activities

    Net (Loss)                             $     (582,183)      $   (1,109,277)

    Significant Non-Cash Transactions
       Loss on Sale of non-affiliate                                   240,000
       Common Stock for Interest                    4,500
       Common Stock for Services                  310,900              330,000
       Write-Off Obsolete Equipment                38,563                    -
       Business Development                      (120,000)
       Depreciation Expense                        55,571              375,260
    Changes in assets and liabilities
       Receivables                                (98,907)             (62,919)
       Increase in Artist Advances                (33,293)
       Other Assets                               (13,710)
       Decrease in Inventory                      180,264
       Decrease in Other Liabilities             (212,580)
       Decrease/(Increase) in  Prepaid

           Expense                                (16,091)

       Due Officers and Directors                 (20,432)
       Decrease/(Increase) in Accounts

           Payable                                155,508              132,596
                                     -------------------- --------------------
Net Cash (Used) by Operating Activities          (390,453)             (94,340)
                                     -------------------- --------------------
Investing Activities
       Purchase of Equipment                            -               (8,722)
                                     -------------------- --------------------
Net Cash (Used) by Investing Activities                 -               (8,722)
                                     -------------------- --------------------
Financing Activities
    Proceeds from Related Parties                                      100,000
    Proceeds from loans                           266,828
    Proceeds from sale of Common Stock             50,000               25,000
                                     -------------------- --------------------
Cash Provided by Financing Activities             316,828              125,000
                                     -------------------- --------------------

Net Increase/(Decrease) in Cash                   (73,625)              21,938

Cash, Beginning of Period                         116,628                    -
                                     -------------------- --------------------
Cash, End of Period                        $       43,003       $       21,938
                                     ==================== ====================
Significant Non-Cash Transactions
    See Note pertaining to Stockholders' Equity

Supplemental Information:

    Period Interest                        $       10,620       $            -
    Income Taxes Paid                                   -                    -

        The accompanying notes are an integral part of these statements

                                       7
<PAGE>


                   VIASTAR MEDIA CORPORATION AND SUBSIDIARIES
                            ViaStar Media Corporation

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      September 30, 2004 and June 30, 2004


Note 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES

Nature of Business
------------------


PoP3 Media Corp (the "Company" or "PoP3") was organized  January 6, 1993,  under
the laws of the State of Nevada,  as Lotus  Enterprises,  Inc. On April 6, 1999,
the State of Nevada  approved an increase of  authorized  capital to  50,000,000
common shares and changed its name to ClubCharlie.com,  Inc. On January 22, 2001
the  Company  changed  its name to ViaStar  Holdings,  Inc. On July 18, 2003 the
Company entered into a stock purchase  agreement with Level X Media  Corporation
("Level X")  wherein the Company  issued  10,650,000  restricted  common  shares
valued at $1.00 per share (prior historical market price) to purchase all of the
assets,  liabilities and outstanding  shares of Level X. On January 5, 2004, the
minority  shareholders  brought in by the Level X  purchase,  requested  Company
management  and the  majority  shareholders  to  reconsider  its July  18,  2003
purchase  agreement of Level X. This action was  precipitated  by the  Company's
inability to maintain its $1.00 market price per share. The resultant  amendment
dated January 5, 2004 authorized the Company to maintain the same purchase price
of  $10,650,000  but reduce the value of shares  issued  from $1.00 to $0.20 per
share.  Therefore,  in January 2004 the Company issued  additional shares to the
appropriate shareholders bring the total shares issued for the purchase of Level
X to 1,904,100 preferred shares (convertible to 38,082,000 common shares) valued
at $3,809,918  and 15,164,671  common shares valued at  $6,840,082,  for a total
value of $10,650,000. As a result, the revised agreement resulted in a change of
majority control.  On March 31, 2004, the Company acquired all of the issued and
outstanding  capital  of  MasterDisk  Corporation  ("MasterDisk"),  a  New  York
corporation, which became a wholly owned subsidiary of the Company.


Basis of presentation
---------------------

The  financial  statements  included  in this  report  reflect  all  normal  and
recurring  adjustments which, in the opinion of management,  are necessary for a
fair presentation of the Company's  consolidated  financial position at June 30,
2004 and 2003, and the consolidated results of operations and cash flows for the
year ended June 30,  2004,  six  months  ended June 30,  2003 and the year ended
December 31, 2002.  Company  changed its fiscal year end to June 30 on August 6,
2003 and  completed a short  period audit for the six months ended June 30, 2003
on October 17, 2003.

Principles of  consolidation
----------------------------

The  accompanying  condensed  consolidated  financial  statements of the Company
include the  assets,  liabilities,  revenues  and  expenses of its wholly  owned
subsidiary.   The  consolidated  financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America.

                                       8
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - continued

Cash and Cash Equivalents
-------------------------

For  financial  statement  presentation  purposes,  the  Company  considers  all
short-term  investments  with a maturity date of three months or less to be cash
equivalents.

Revenue recognition
-------------------

Revenue for music is generated  when the product is scanned at the point of sale
("POS").  The  period of time from  initial  order to  shipment  of the  product
typically  ranges from thirty to forty five days.  Revenue for  replication  and
authoring  is  generated  when the  mastering  process  begins at the  mastering
facilities.   Replication   and   authoring   revenues  are   recognized   on  a
project-by-project basis.

Merchandise Inventory
---------------------

Inventories  are stated at the lower of cost  (first-in,  first-out)  or market.
Inventory costs include any material,  labor and manufacturing overhead incurred
by the Company.

Property and Equipment
----------------------

Property  and  equipment  is  stated  at  cost,   and   depreciated   using  the
straight-line  method over the estimated useful lives of the assets, which range
from three to five years.  Assets under capital  leases are  depreciated  by the
straight-line  method over the shorter of the lease term or the useful  lives of
the  assets.  The  Company's  policy  is to  evaluate  the  remaining  lives and
recoverability  in  light  of  current  conditions.  It is at  least  reasonably
possible that the Company's estimates of lives and recoverability will change.

Intangible assets and goodwill
------------------------------

In January 2002, the Company  adopted  Statement of Financial  Standards No. 142
("SFAS 142"),  which requires the discontinuance of amortization of goodwill and
certain  intangible  assets with indefinite useful lives. SFAS 142 requires that
goodwill and intangible assets deemed to have an indefinite life be reviewed for
impairment  upon the adoption of SFAS 142 and annually  thereafter.  The Company
performed its initial impairment review upon adoption and will perform an annual
impairment review.  Other intangibles with finite lives are amortized over their
estimated useful lives.

Accrued expenses
----------------

The Company  routinely  accrues for various  costs and expenses for which it has
received goods or services,  but for which it has not been invoiced.  Typically,
accrued expenses include such items as salaries,  employee benefits,  litigation
costs,  and taxes for which  amounts are readily  determinable  and  significant
estimates are not  necessary.  Various  other  expenses are accrued from time to
time based on the estimated costs of those goods or services performed.

                                       9
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - continued

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (GAAP) requires management to
make  estimates  and  assumptions  that  affect  the  reported  amounts  and the
disclosure of contingent amounts in the Company's  financial  statements and the
accompanying notes. Actual results could differ from those estimates.

Loss Per Share
--------------

The basic (loss) per share is  calculated  by dividing the  Company's net income
available to common shareholders by the weighted average number of common shares
during the year.

On  September  30,  2004  the  Company  has  potentially   dilutive   securities
outstanding in the form of 1,854,100  shares of preferred stock that can each be
exchanged for 20 shares of common stock.  These shares are not considered in the
presentation of loss per share as their inclusion would be antidultive.

Income Taxes
------------

The Company  provides for income taxes under  Statement of Financial  Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and  liability  approach in accounting  for income taxes.  Deferred tax
assets  and  liabilities  are  recorded  based on the  differences  between  the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.

Segment reporting
-----------------

Management  reviews the operating results of the Company's  subsidiaries for the
purpose of making operating  decisions and assessing  performance.  Based on the
aggregation criteria in Statement of Financial Accounting Standards No. 131, the
Company has  aggregated the results of all its operating  subsidiaries  into one
reportable segment.

Stock Based Compensation
------------------------

The Company accounts for its stock based  compensation  based upon provisions in
SFAS No. 123, Accounting for Stock-Based Compensation.

Note 2. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
company  will  continue  as a going  concern.  The  Company  has  accumulated  a
$6,232,818  loss  since  inception.  This  raises  substantial  doubt  about the
Company's  ability to  continue as a going  concern.  The  Company's  ability to
continue  as a going  concern  is  dependent  upon  its  success  in  developing
additional capital.

                                       10
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - continued

Management  believes  that the above  problems  are being  resolved and plans to
address its going-concern issue through the following:

     o    Expanding  or  increasing  its  distribution  of products and services
          through its subsidiaries

     o    Expanding market presence through selective acquisitions or the merger
          of, with established media and entertainment companies;

     o    Raising  capital  through the sale of debt and/or  equity  securities;
          and,

     o    Settling  outstanding  debts  and  accounts  payable,  when  possible,
          through the  reorganization or  re-capitalization  of obligations with
          either longer terms or the issuance of debt and/or equity securities

There can be no assurance  that the Company will be successful in its efforts to
increase  sales of its  products  or services  and to issue debt  and/or  equity
securities for cash or as payment for outstanding obligations.

Capital-raising  efforts may be influenced by factors  outside of the control of
the Company,  including,  but not limited to,  capital  market  conditions.  The
ability of the  Company to  continue as a going  concern is  dependent  upon its
success in obtaining  additional  sources of capital,  and attaining  sufficient
growth  in its  customer  base and  services  to  enable  it to  achieve  future
profitability.   The  accompanying  financial  statements  do  not  include  any
adjustments  that might be necessary should the Company be unable to continue as
a going concern.


Note 3. TRADE NAME AND DISTRIBUTION RIGHTS

During July 2001, the Financial  Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible  Assets." SFAS 142 was effective  January 1, 2002
and required that goodwill and certain  intangible  assets remain on the balance
sheet and may not be amortizable for financial reporting purposes.  On an annual
basis,  or when there is reason to suspect that goodwill and certain  intangible
asset values have been  diminished or impaired,  these assets must be tested for
impairment,  and write-downs may be necessary. The Company does not believe that
any impairment of goodwill or other intangibles is necessary at this time.

Intangible assets at September 30, 2004:
                                               September 30, 2004 June 30, 2004
                                               ------------------ -------------
    Trade Name Purchased (MasterDisk)                 $   546,681   $   546,681
    Distribution Agreement                              7,389,750     7,389,750
                                               ------------------ -------------
    Total Goodwill and Other Intangible Assets        $ 7,936,431   $ 7,936,431
                                               ================== =============

Note 4. INVENTORY

Company  inventory at September 30, 2004 is $851,878 and  $1,032,142 at June 30,
2004. The change in inventory  includes cost of goods sold plus a $170,974 write
down for obsolete  inventory.  Inventory  costs include any material,  labor and
manufacturing  overhead  incurred by the Company in the production of inventory.
Inventory is primarily  music  compact discs and videos  purchased  from outside
manufacturers  then shipped to the retailer for sale.  Inventories are stated at


                                       11
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - continued

the lower of cost (first-in,  first-out) or market. The Company may from time to
time take into inventory consigned product for sale.

Note 5. CAPITALIZED SOFTWARE DEVELOPMENT COSTS

The  Company  capitalizes  internally  developed  software  costs  that  will be
amortized using the  straight-line  method over the estimated useful life of the
software,  not to exceed five years.  Capitalized  costs include external direct
costs of materials and services consumed in developing internal use software and
payroll  related  costs  for  employees  who are  directly  associated  with the
internal software development project.

Capitalization  of such  costs  will  cease no later than the point at which the
project  is  substantially   complete  and  ready  for  its  intended   purpose.
Capitalized  software  development costs at September 30, 2004 and June 30, 2004
is $870,750.

Note 6. PROPERTY AND EQUIPMENT

Property and equipment at September 30, 2004 and June 30, 2004 are summarized as
follows:

                                               September 30, 2004 June 30, 2004
                                               ------------------ -------------
    Furniture and Fixtures                            $   932,348   $   932,348
    Studio Facilities                                   4,695,377     4,695,377
    Accumulated Depreciation                             (780,900)     (735,691)
                                               ------------------ -------------
    Property and Equipment, Net                       $ 4,846,825   $ 4,892,396
                                               ================== =============


Note 7. STOCKHOLDERS' EQUITY


PoP3 Media Corp (the "Company" or "PoP3") was organized  January 6, 1993,  under
the laws of the State of Nevada,  as Lotus  Enterprises,  Inc. On April 6, 1999,
the State of Nevada  approved an increase of  authorized  capital to  50,000,000
common shares and changed its name to ClubCharlie.com,  Inc. On January 22, 2001
the  Company  changed  its name to ViaStar  Holdings,  Inc. On July 18, 2003 the
Company entered into a stock purchase  agreement with Level X Media  Corporation
("Level X")  wherein the Company  issued  10,650,000  restricted  common  shares
valued at $1.00 per share (prior historical market price) to purchase all of the
assets,  liabilities and outstanding  shares of Level X. On January 5, 2004, the
minority  shareholders  brought in by the Level X  purchase,  requested  Company
management  and the  majority  shareholders  to  reconsider  its July  18,  2003
purchase  agreement of Level X. This action was  precipitated  by the  Company's
inability to maintain its $1.00 market price per share. The resultant  amendment
dated January 5, 2004 authorized the Company to maintain the same purchase price
of  $10,650,000  but reduce the value of shares  issued  from $1.00 to $0.20 per
share.  Therefore,  in January 2004 the Company issued  additional shares to the
appropriate shareholders bring the total shares issued for the purchase of Level
X to 1,904,100 preferred shares (convertible to 38,082,000 common shares) valued
at $3,809,918  and 15,164,671  common shares valued at  $6,840,082,  for a total
value of $10,650,000. As a result, the revised agreement resulted in a change of
majority control. .On January 23, 2004, the State of Nevada approved an increase
of authorized capital (100,000,000 common and 10,000,000  preferred) and changed
its name to PoP3 Media Corp. On March 31, 2004, the Company  acquired all of the
issued and outstanding capital of MasterDisk Corporation  ("MasterDisk"),  a New
York corporation, which became a wholly owned subsidiary of the Company.


                                       12
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - continued

The  Company,  on January 5, 2004 through a vote of the  shareholders  holding a
majority of control  approved an increase in the number of authorized  shares of
common stock, $0.001 par value to 100,000,000 and the creation of a new class of
equity,  authorizing  10,000,000  shares of  preferred  stock,  $0.01 par value.
Furthermore through the vote of the shareholders holding a majority control, the
Company   approved  the  issuance  of  Series  A  Convertible   Preferred  Stock
designation used in the completion of the amended merger with Level X.

As of June 30,  2003 the company has issued and  outstanding  10,646,846  Common
Shares.

Afterward,  the Company issued 1,904,100  Series A convertible  preferred shares
and  15,164,671  common  shares for a merger  valued at  $10,650,000;  1,000,000
common shares for conversion of 50,000 Series A preferred shares valued at $500;
10,000,000 common shares for acquisition valued at $4,000,000;  2,601,250 common
shares for $339,008 cash; 112,500 common shares to settle $112,500 debt; 100,000
for payment of $4,500 interest; and 22,507,656 common shares for services valued
at $3,188,339 and a subscription receivable of $30,000.

Preferred Stock
---------------

The Company has 10,000,000 authorized shares of Preferred Stock with a par value
of $0.01 per share and has issued 1,904,100 Series A Convertible Preferred Stock
valued at $3,794,753  of which 50,000  shares have been  converted for 1,000,000
common  shares.  Each share of Series A  Preferred  Stock is  convertible  to 20
shares of common stock and carries voting rights of 100:1.


Investment in and Sale of Majority Interest
-------------------------------------------


On April 23, 2003 the Company  entered  into a  transaction  to purchase  Moving
Pictures  International  Ltd,  ("MPI") an  entertainment  magazine.  The Company
issued 3,500,000 shares of common stock, par value $0.001 in connection with the
purchase of MPI. The purchase of MPI was an elaborate  brokered  transaction  by
the  recipient of the shares.  The brokered  purchase of MPI was  accounted  for
under the purchase method of accounting. Total investment required in MPI by the
Company included the assumption of (undisclosed at the time of sale) substantial
liabilities  and the  payment of shares of the  Company's  common  stock,  which
approximated  $1,200,000.  The  purchase  of MPI was to be  solely  through  the
issuance  of shares of the  Company's  common  stock.  The  Company  through the
actions of a member of prior management and a related party of the seller became
obligated for payments on behalf of MPI. The  obligations  were never audited or
verified  for purposes of the Company and its  shareholders  as required by law.
The  transaction  was  denominated  in the English  pounds (L)  converted  to US
dollars ($) for financial  statement purposes.  No foreign currency  translation
adjustment was necessary. On September 26, 2003 The Company sold the controlling
interest in MPI of 80% to Rhiannon Holdings,  Inc. ("RH")(see  "Encumbrances and
Related Party  Transactions")  The purchase  price was as follows,  the RH would
return to the Company, seven million (7,000,000) shares of common stock received
as collateral  for the  advances/note  payable  between RH and the Company,  the
assumption  of all  liabilities  associated  with  MPI,  the  assumption  of the
$700,000 note payable to BFT and the issuance of two million  (2,000,000) shares
of common stock with a stated value of $340,000.  The Company  recognized a loss
of  $240,000 on the sale of the 80%  interest  in MPI.  The Company is no longer
liable for any MPI debt.



                                       13
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - continued

Encumbrances and Related Party Transactions
-------------------------------------------

During the nine month  period  ended  March 31,  2004,  the  Company  encumbered
7,000,000  shares of common stock  (stated value of  $1,490,000)  with a related
party of the MPI seller of $700,000.  The funds were  advanced  from the related
party of the MPI seller to settle  outstanding  obligations  (but undisclosed at
the time of sale) of MPI.  Monies were  advanced with the condition (1) that the
short-term  advances  would be secured by the  issuance of  2,000,000  shares of
common  stock of the Company  (which  occurred  prior to June 30,  2003) and the
issuance of  5,000,000  shares of common  stock of the Company  (which  occurred
subsequent to June 30, 2003), (2) in the event the Company was not able to repay
the monies  advanced the affiliate would take free and clear title to the common
stock.

The advances and rights  associated  with the advances were  transferred  to and
assumed by the related party of the MPI seller.  The Company entered into a note
payable with the related party of the MPI seller in the amount of $700,000, with
interest  payments  of $6,000  per month  for a period  of 24  months,  with the
remaining principal and interest due and payable on the 24th month. On September
26, 2003 the affiliate  entered into a transaction  whereby the related party of
the MPI seller would purchase an 80%  controlling  interest in MPI. The purchase
price was as follows,  the related  party of the MPI seller  would return to the
Company, seven million (7,000,000) shares of common stock received as collateral
for the advances/note payable, the assumption of all liabilities associated with
MPI, the assumption of the $700,000 note payable and the issuance of two million
(2,000,000) shares of common stock. The Company recognized a loss of $240,000 on
the sale of MPI.

Merger
------


On July 18, 2003 the Company entered into a stock purchase  agreement with Level
X Media Corporation ("Level X") wherein the Company issued 10,650,000 restricted
common  shares  valued at $1.00 per share  (prior  historical  market  price) to
purchase all of the assets,  liabilities and  outstanding  shares of Level X. On
January 5, 2004, the minority  shareholders  brought in by the Level X purchase,
requested  Company  management and the majority  shareholders  to reconsider its
July 18, 2003 purchase agreement of Level X. This action was precipitated by the
Company's  inability to maintain its $1.00 market price per share. The resultant
amendment  dated  January 5, 2004  authorized  the Company to maintain  the same
purchase price of  $10,650,000  but reduce the value of shares issued from $1.00
to $0.20 per share.  Therefore,  in January 2004 the Company  issued  additional
shares to the  appropriate  shareholders  bring the total shares  issued for the
purchase of Level X to 1,904,100  preferred  shares  (convertible  to 38,082,000
common  shares)  valued at  $3,809,918  and  15,164,671  common shares valued at
$6,840,082, for a total value of $10,650,000. As a result, the revised agreement
resulted in a change of majority control.


Acquisitions through Issue of Stock
-----------------------------------

On March 31, 2004, the Company issued  10,000,000  shares of its common stock to
the shareholders of MasterDisk in exchange for all of the issued and outstanding
shares of MasterDisk.  As a result of the share  exchange,  MasterDisk  became a
wholly owned subsidiary of the Company.

                                       14
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - continued

MasterDisk  headquartered  in New York City, is one of the leading audio,  video
and multimedia  mastering  facilities in the U.S. The Company through its wholly
owned subsidiary provides state of the art authoring for digital videodisks, and
multi-channel  5.1  mastering.  For over thirty  years  MasterDisk  has provided
quality media mastering through personal service, expertise and creativity.

The Company  recognized  purchase of MasterDisk trade name of $546,681 (see Note
3- Goodwill and Other  Intangible  Assets) related to the excess of the purchase
price over the net assets.  The acquisition was accounted for under the purchase
method of accounting.  Results of operation  since the date of acquisition  have
been included in the consolidated financial statements.

Stock Incentive Plan
--------------------

The  Company  adopted a Stock  Incentive  Plan which was  revised in its January
2004, S-8 Registration Statement. Under the plan, the Company can issue stock to
consultants, employees, directors and company officers in exchange for services.


Note 8. INCOME TAXES:

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is  $1,242,389,  which is  calculated  by  multiplying  a 22%
estimated tax rate by the  cumulative  NOL of  $5,647,225.  The total  valuation
allowance is a comparable $1,242,389. Details for the last two years follow

                                      6/30/04             6/30/03
                                 -------------      -------------
       Deferred Tax Asset         $  1,242,389      $     365,310
       Valuation Allowance          (1,242,389)          (365,310)
       Current Taxes Payable              0.00               0.00
                                 -------------      -------------
       Income Tax Expense         $       0.00       $       0.00
                                 =============      =============

Below is a chart showing the estimated  corporate  federal net operating  losses
(NOL) and the years in which they expire.

         Year                         Amount           Expiration
         ----                    -----------           ----------
         1999                    $   207,036                 2019
         2000                        432,268                 2020
         2001                        298,721                 2021
         2002                        532,354                 2022
         2003                        190,122                 2023
         2004                      3,986,724                 2024
                                 -----------

         Total NOL               $ 5,647,225
                                 ===========


                                       15
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - continued

Note 9. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most  recent  accounting  standards  SFAS  145-150 and
their effect on the Company.

SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities

This statement  requires  companies to recognize  costs  associated with exit or
disposal  activities,  other than SFAS 143 costs,  when they are incurred rather
than at the date of a commitment to an exit or disposal plan.  Examples of these
costs are lease  termination  costs,  employee  severance costs  associated with
restructuring,  discontinued operation, plant closing, or other exit or disposal
activity. This statement is effective after December 15, 2002.

SFAS 147 Acquisitions of Certain  Financial  Institutions - an amendment of FASB
Statement No. 72 and 144 and FASB Interpretation No. 9.

This statement  makes the acquisition of financial  institutions  come under the
statements 141 and 142 instead of statement 72, 144 and FASB  Interpretation No.
9. This statement is applicable for acquisition on or after October 1, 2002.

SFAS 148 Accounting for Stock-Based Compensation - Transition and Disclosure

Amends FASB 123 to provide  alternative methods of transition for an entity that
voluntarily changes to the fair value based method of accounting for stock-based
employee compensation.

SFAS 149  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities

This  Statement  amends and  clarifies  financial  accounting  and reporting for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives)  and for  hedging
activities under FASB Statement No. 133,  Accounting for Derivative  Instruments
and Hedging Activities.

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity

This  statement  requires that such  instruments be classified as liabilities in
the balance sheet. SFAS 150 is effective for financial  instruments entered into
or modified after May 31, 2003.

Interpretation No. 46 (FIN 46)

Effective  January 31, 2003, The Financial  Accounting  Standards Board requires
certain variable interest entities to be consolidated by the primary beneficiary
of  the  entity  if  the  equity  investors  in  the  entity  do  not  have  the
characteristics  of a continuing  financial  interest or do not have  sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated  financial support from other parties. The Company has not invested
in any such entities, and does not expect to do so in the foreseeable future.

The adoption of these new  Statements is not expected to have a material  effect
on the Company's  current  financial  position,  results or operations,  or cash
flows.

                                       16
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations.

Certain matters discussed in this Form 10-QSB are  "forward-looking  statements"
intended to qualify  for the safe  harbors  from  liability  established  by the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements may be identified by, among other things,  the use of forward-looking
terminology  such  as  "believes,"   "expects,"   "may,"  "will,"  "should,"  or
"anticipates" or the negative thereof or other variations  thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.


The forward-looking  statements include risks and uncertainties,  including, but
not limited to, the timing of revenues due to the variability in size, scope and
duration of projects, estimates made by management with respect to the Company's
critical  accounting  policies,  cancellations  of projects,  and other factors,
including general economic  conditions,  not within the Company's  control.  The
factors  discussed  herein  and  expressed  from  time to time in the  Company's
filings  with the  Securities  and Exchange  Commission  (the "SEC") could cause
actual results and developments to be materially  different from those expressed
in or implied by such statements.  The forward-looking  statements are made only
as of the date of this  filing  and the  Company  undertakes  no  obligation  to
publicly update such forward-looking  statements to reflect subsequent events or
circumstances.  On August 21, 2003, the Company changed its fiscal year end from
December 31st to June 30th.

General:


On July 18, 2003 the Company entered into a stock purchase  agreement with Level
X Media Corporation ("Level X") wherein the Company issued 10,650,000 restricted
common  shares  valued at $1.00 per share  (prior  historical  market  price) to
purchase all of the assets,  liabilities and  outstanding  shares of Level X. On
January 5, 2004, the minority  shareholders  brought in by the Level X purchase,
requested  Company  management and the majority  shareholders  to reconsider its
July 18, 2003 purchase agreement of Level X. This action was precipitated by the
Company's  inability to maintain its $1.00 market price per share. The resultant
amendment  dated  January 5, 2004  authorized  the Company to maintain  the same
purchase price of  $10,650,000  but reduce the value of shares issued from $1.00
to $0.20 per share.  Therefore,  in January 2004 the Company  issued  additional
shares to the  appropriate  shareholders  bring the total shares  issued for the
purchase of Level X to 1,904,100  preferred  shares  (convertible  to 38,082,000
common  shares)  valued at  $3,809,918  and  15,164,671  common shares valued at
$6,840,082, for a total value of $10,650,000. As a result, the revised agreement
resulted in a change of majority control.

Level X has the licenses and  agreements  necessary to distribute  media related
products  to over 20,000  retail  outlets  nationwide  and  globally.  The gross
margins  from  this  distribution  channel  and the  development  of music  CD's
in-house has enabled to Company to be more  competitive  than  typical  start-up
record labels which are at the mercy of  distributors  which demand  substantial
payments  to receive  their  products.  The  Company is  distinguished  from its
competition  by  possession  and  control of the  "complete  pipeline"  enabling
development,  production  and  placement  of its product on the shelves of major
retailers  nationwide and globally.  On August 21, 2003, the Company changed its
fiscal year end from December 31 to June 30.

On April 23, 2003 the Company  entered  into a  transaction  to purchase  Moving
Pictures  International  Ltd,  ("MPI") an  entertainment  magazine.  The Company
issued 3,500,000 shares of common stock, par value $0.001 in connection with the
purchase of MPI. The purchase of MPI was an elaborate  brokered  transaction  by


                                       17
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations - continued

the  recipient of the shares.  The brokered  purchase of MPI was  accounted  for
under the purchase method of accounting. Total investment required in MPI by the
Company included the assumption of (undisclosed at the time of sale) substantial
liabilities  and the  payment of shares of the  Company's  common  stock,  which
approximated  $1,200,000.  The  purchase  of MPI was to be  solely  through  the
issuance  of shares of the  Company's  common  stock.  The  Company  through the
actions of a member of prior management and a related party of the seller became
obligated for payments on behalf of MPI. The  obligations  were never audited or
verified  for purposes of the Company and its  shareholders  as required by law.
The  transaction  was  denominated  in the English  pounds (L)  converted  to US
dollars ($) for financial  statement purposes.  No foreign currency  translation
adjustment was necessary. On September 26, 2003 The Company sold the controlling
interest in MPI of 80% to Rhiannon Holdings,  Inc. ("RH")(see  "Encumbrances and
Related Party  Transactions")  The purchase  price was as follows,  the RH would
return to the Company, seven million (7,000,000) shares of common stock received
as collateral  for the  advances/note  payable  between RH and the Company,  the
assumption  of all  liabilities  associated  with  MPI,  the  assumption  of the
$700,000 note payable to BFT and the issuance of two million  (2,000,000) shares
of common stock with a stated value of $340,000.  The Company  recognized a loss
of  $240,000 on the sale of the 80%  interest  in MPI.  The Company is no longer
liable for any MPI debt.

On January 23,  2004,  the State of Nevada  approved  an increase of  authorized
capital  (100,000,000  common and 10,000,000  preferred) and changed its name to
ViaStar Media Corporation.

On March 31, 2004, the Company issued  10,000,000  shares of its common stock to
the  shareholders  of  MasterDisk  in  exchange  for  all of  their  issued  and
outstanding shares resulting in MasterDisk becoming a wholly owned subsidiary of
the Company.  MasterDisk  headquartered  in New York City, has audio,  video and
multimedia  mastering  facilities  in the  U.S.  and  provides  state of the art
authoring for digital  videodisks,  and  multichannel  5.1  mastering.  For over
thirty years  MasterDisk has provided  quality media mastering  through personal
service, expertise and creativity. The Company recognized goodwill for its trade
name in the amount of  $546,681  and  accounted  for the  acquisition  under the
purchase method of accounting.



Results of Operations


FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 2003

As  discussed  elsewhere  in this  report the  Company  merged  with Level X and
acquired  MasterDisk,  which  became  the  primary  operations  of the  Company.
Managements'  discussion  and  analysis  is the  results  of  operations  of the
"post-merger"  business  and  the  "pre-merger"  operations.   The  "pre-merger"
operations  of the  Company  were  strictly  limited  to the  identification  of
business  opportunities  and  compliance  with  the  laws  of the  SEC.  Limited
activities  were  conducted  in  the   identification   of  various  merger  and
acquisition targets but without much success. The Company's capital requirements
depend on numerous  factors,  including  the  profitability  of our products and
services  and our  ability to  control  costs.  We may need to seek  substantial
investment from either financial  institutions or individual investors.  Any new
investment could cause substantial dilution to existing stockholders.

                                       18
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations - continued

Three months ended September 30, 2004
-------------------------------------

During the three months ended September 30, 2004, the Company generated $572,523
in revenues  against  $514,558 in cost of sales  resulting  in a gross profit of
$57,965.

Revenue from  mastering was $ 542,959  comprising  95% of the Company's  revenue
whereas only $13,271 comprising 2% of total revenue was from the distribution of
music CD's. The remaining  $16,293 or 3% of the revenue was from advertising and
rebates.  Both  divisions  had similar  gross  margin  ratios as the total gross
profit of $228,939 was comprised of $221,682  from  mastering and $7,257 from CD
sales.

Operating  costs of the mastering  business was $301,755  which was comprised of
$102,128 of payroll  costs,  $3,911 of bad debt,  $28,417 of insurance  expense,
$69,867  in rent and  office  expenses,  $10,453  in travel  costs,  $45,571  in
depreciation   expense  and  the   remaining   $160,043  in  other  general  and
administrative  expenses.  The  resulting  net loss from the  operations  of the
mastering business was $93,090.


Operating costs  attributable to the  distribution  business were $323,931 which
was comprised of about  $95,000 of payroll  costs,  $170,974 in inventory  write
downs,  $15,703  in rent and office  expenses,  $10,000  in  amortized  business
development  costs,  $12,090 of insurance  expense,  $5,671 in travel  expenses,
$8,545 in  professional  fees and the  remaining  $15,948 in other  general  and
administrative  and  marketing  expenses.   The  resulting  net  loss  from  the
operations of the distribution business was $257,721.


Operating costs attributable to the corporate  administration and operation were
$170,334  which was  comprised  of  $94,496  of  payroll  expenses,  $34,119  in
consulting and legal services,  $15,703 in rent and office  expenses,  $5,500 in
interest expense, and $20,516 in other general and administrative expenses.

As a  result  of the  foregoing  factors,  the  Company  incurred  a net loss of
$582,183 for the three months ended  September  30, 2004  compared to $1,109,277
for the same period ended  September 30, 2003.  The reduced loss was due to more
gross  profit with less  overhead  expenses  that the previous  period.  This is
largely  explained  by the  Company  having  incurred  substantial  costs in its
efforts to clean up the operational  problems and corporate  practices that were
conducted in a manner not  conducive  to normal  business  practices  during the
three months ended September 30, 2003.

Three months ended September 30, 2003
-------------------------------------

The  Company  generated  $141,481  in  revenues  and  $65,271  in cost of  sales
resulting in gross profit of $76,210 from music and publishing operations during
the three months ended  September  30, 2003.  The business  operations of Moving
Pictures  International where included in the consolidated  financial statements
of the Company for the time period that the Company held a controlling interest.

Selling, general and administrative expenses were $927,898. Compensation expense
of $50,804 was pursuant to employment  agreements.  Professional  and consulting
fees  were  $458,822  which  was  comprised  of a one time fee of  approximately
$170,000 in  directors  compensation  due to the issuance of  restricted  common
stock of the Company to a director  which had been  agreed to and  entered  into


                                       19
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations - continued

with prior  management,  $160,000 in marketing costs  associated with public and
investor  relation  services  of  the  Company  and  its  music  business,   and
approximately  $128,000  in  professional  legal  fees in  association  with the
Company's defense against Mr. Dadon and other individuals  alleging  obligations
due to them  and  authorized  by  prior  management.  Depreciation  expense  was
$375,260  and was based upon the fair value of the assets that were  obtained in
the  merger  with  Level  X.  The  Company  uses  the  straight-line  method  of
depreciation.

Interest expense,  net of interest income was $16,599.  The Company recognized a
loss on sale of an 80% interest in Moving  Pictures  International  of $240,000.
The Company  believes the sale of a controlling  interest in MPI was in the best
interest of its  shareholders  and the Company's  business  operations as to the
potential and apparent  conflict in hours of operations  due to time zones,  the
economic  and  business  environment  in  which  Moving  Pictures  International
operates and the general management philosophy of MPI.

Liquidity and Capital Resources

During the three months ended September 30, 2004, the Company used $390,453 from
its  operations  and  received  $50,000 from the sale of 1,000,000 of its common
shares and $266,828  from loan  proceeds.  The use of cash from  operations  was
primarily  caused from an increase of $164,907 in receivables  and the reduction
of $212,580 in outstanding liabilities.


The Company  financed the majority of its $582,183 loss from operations with the
issuance of  11,372,651  shares for services  valued at  $310,900.  The services
provided  were  comprised  of  $120,000  in  business  development,  $100,000 in
employee bonuses,  $80,000 in legal fees,  $27,000 in finder fees and $10,900 in
business consulting fees.


Interest  expense of $4,500  was paid with the  issuance  of 100,000  restricted
shares.

At  September  30, 2004 the  Company had $43,003 of cash and working  capital of
$164,678.

Going Concern

As discussed in the accompanying  consolidated  financial statements and results
of operations contained in the management's discussion and analysis section, the
Company and its predecessors  have incurred  approximately  $6,000,000 in losses
since  inception.  This, as well as the risks  associated  with raising  capital
through the issuance of equity and/or debt securities, creates uncertainty as to
the Company's ability to continue as a going concern.

                                       20
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations - continued

Management  believes  that the above  problems  are being  resolved and plans to
address its going-concern issue through the following:

     *    Expanding  or  increasing  its  distribution  of products and services
          through its subsidiaries;

     *    Expanding market presence through selective acquisitions or the merger
          of, with established media and entertainment companies;

     *    Raising  capital  through the sale of debt and/or  equity  securities;
          and,

     *    Settling  outstanding  debts  and  accounts  payable,  when  possible,
          through the  reorganization  or  recapitalization  of obligations with
          either longer terms or the issuance of debt and/or equity securities.

There can be no assurance  that the Company will be successful in its efforts to
increase sales and to issue debt and/or equity securities for cash or as payment
for outstanding obligations.

Capital-raising  efforts may be influenced by factors  outside of the control of
the Company,  including,  but not limited to, capital market conditions.  During
the nine months ended  September 30, 2003 and  September  30, 2004,  the Company
raised capital through the issuance of equity securities totaling  approximately
none and $200,000 in the aggregate, respectively.

The ability of the Company to continue as a going concern is dependent  upon its
success in obtaining  additional  sources of capital,  and attaining  sufficient
growth  in its  customer  base and  services  to  enable  it to  achieve  future
profitability.   The  accompanying  financial  statements  do  not  include  any
adjustments  that might be necessary should the Company be unable to continue as
a going concern.

Item 3. Controls and Procedures

As of the end of the fiscal quarter to which this report relates  (September 30,
2004),  we  carried  out an  evaluation,  under  the  supervision  and  with the
participation  of management,  including our Chief  Executive  Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure controls and procedures,  as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended. Based on this evaluation,
the Chief Executive  Officer and Chief Financial  Officer,  concluded that as of
the date of that evaluation our disclosure controls and procedures are effective
in timely alerting them to material  information  required to be included in our
periodic  SEC  reports.  It should be noted  that the  design of any  systems of
controls  is based in part upon  certain  assumptions  about the  likelihood  of
future  events,  and there can be no  assurance  that any design will succeed in
achieving its stated goals under all potential future conditions,  regardless of
how remote.

There have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect internal controls or financial reporting
subsequent to the date we carried out this evaluation.

The  Company's  disclosure  controls  and  procedures  are designed to provide a
reasonable  level of  assurance  of reaching the  Company's  desired  disclosure
objectives and are effective in reaching that level of reasonable assurance.

                                       21
<PAGE>

Item  4.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

None.


                                       22
<PAGE>

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

                                    PART II


Item 1. Legal Proceedings.

None.


Item 2. Changes in Securities.

During the three months ended  September 30, 2004 the Company made the following
issuances and sales of  securities  in reliance  upon the exemption  provided by
Section 4(2) of the Securities Act of 1933.

On July 1, 2004, the Company issued  1,000,000  common shares valued at $80,000
for legal services. The issuance of the stock was exempt from registration under
Section 4(2) of the Securities Act.

On July 26, 2004, the Company issued 81,281  registered  common shares valued at
$3,000 and on August 30, 2004 the Company issued 45,000 registered common shares
valued at $3,000 under the Company's  First  Amended 2003  Employees/Consultants
Common Stock Compensation Plan for consulting services.

On July 30, 2004, the Company issued 6,791,370 common shares to two employees as
an  exercise  of  options.  A total of $70,000 in cash was  received  and a note
subscription for $30,000 was received for the issuance of the common shares. The
issuance of the stock was exempt from  registration  under  Section  4(2) of the
Securities Act.

On August 31, 2004, the Company issued  3,000,000  common shares to a consultant
for  business  development  valued at  $120,000.  The  issuance of the stock was
exempt from registration under Section 4(2) of the Securities Act.

On September 15, 2004,  the Company issued 500,000 common shares to a company as
a finder  fee  valued at  $27,000.  Also on the same date,  the  Company  issued
1,000,000  restricted  common shares in a private  placement to eight accredited
individuals for $25,000.  The issuance of the stock was exempt from registration
under Section 4(2) of the  Securities  Act. No  underwriter  was involved in the
offer of sale of the shares.

On September 30, 2004,  the Company  issued  100,000 common shares for $4,500 of
interest  owed to an  individual.  The  issuance  of the stock was  exempt  from
registration under Section 4(2) of the Securities Act.


Item 3. Defaults Upon Senior Securities.

None.


Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

                                       23
<PAGE>

Item 6. Exhibits, List, and Reports on Form 8-K.

(a) Exhibits.

Exhibit No.    Description of Exhibit
---------- ---------------------------------------------------------------------

31.1      Certification  of Chief Executive  Officer  Pursuant to Section 302 of
          the  Sarbanes-Oxley  Act of 2002 and Rules 13(a)-14 and 15(d)-14 under
          the Securities Exchange Act of 1934

31.2      Certification  of Interim Chief Financial  Officer Pursuant to Section
          302 of the  Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14
          under the Securities Exchange Act of 1934

32.1      Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
          1350.

32.2      Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
          1350.

 (b) Reports on Form 8-K.

     The Company filed the following reports on Form 8-K:

     (1)  Form 8-K filed August 6, 2004 on Item 5.02  regarding  resignation  of
          Secretary and Chief Financial Officer.

     (2)  Form 8-K  filed  October  20,  2004 on Item 4.01  regarding  change in
          registrants certifying accountant.

     (3)  Form 8-K filed November 16, 2004 on Item 5.02 regarding appointment of
          Sam Messina as Chief Financial Officer.

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned,  thereunto duly authorized this 22nd day of November,
2004.
                                                       VIASTAR MEDIA CORPORATION

                                                        /s/ JOHN D. AQUILINO
                                                       -------------------------
                                                        By: John D. Aquilino
                                                        Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

    Signature                         Title                          Date
---------------------------------- ------------------------------ ------------


  /s/ JOHN D. AQUILINO             President and Chief              9/13/2005
 ---------------------------------   Executive Officer
      John D. Aquilino             (principal executive officer)

  /s/ SAM MESSINA                  Chief Financial Officer          9/13/2005
 ---------------------------------   (principal financial and
      Sam Messina                    accounting officer)


                                       24
<PAGE>

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


EXHIBIT 31.1

                  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, John D. Aquilino, Chief Executive Officer certify that:


1. I have reviewed this 10-QSB/A of Viastar Media Corporation (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: September 13, 2005                         /s/ John D. Aquilino
                                               --------------------------------
                                                     John D. Aquilino
                                                     Chief Executive Officer


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


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, Interim Chief Financial Officer certify that:


1. I have reviewed this 10-QSB/A of Viastar Media Corporation (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: September 13, 2005                        /s/ Sam Messina
                                               --------------------------------
                                                    Sam Messina
                                                Interim Chief Financial Officer


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

EXHIBIT 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, John D.  Aquilino,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of Viastar  Media  Corporation  on Form  10-QSB/A  for the quarter  ended
September  30, 2004 fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities  Exchange Act of 1934 and that information  contained in
such Quarterly Report on Form 10-QSB/A fairly presents in all material  respects
the financial condition and results of operations of Viastar Media Corporation


Dated:   September 13, 2005        By: /s/ John D. Aquilino
                                           ---------------------------------
                                           John D. Aquilino
                                           President and Chief Executive Officer



     A signed  original of this  written  statement  required by Section 906 has
been provided to Viastar Media Corporation and will be retained by Viastar Media
Corporation and furnished to the Securities and Exchange Commission or its staff
upon request.


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


EXHIBIT 32.2

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                           AND CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Sam Messina, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the  Sarbanes-Oxley  Act of 2002, that the Quarterly Report of
Viastar Media Corporation on Form 10-QSB/A for the Quarterly ended September 30,
2004 fully  complies  with the  requirements  of  Section  13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Quarterly
Report on Form 10-QSB/A fairly  presents in all material  respects the financial
condition and results of operations of Viastar Media Corporation


Dated:   September 13, 2005              By: /s/ Sam Messina
                                                 -------------------------------
                                                 Sam Messina
                                                 Interim Chief Financial Officer




     A signed  original of this  written  statement  required by Section 906 has
been provided to Viastar Media Corporation and will be retained by Viastar Media
Corporation and furnished to the Securities and Exchange Commission or its staff
upon request.