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 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: September 13, 2005                         /s/ John D. Aquilino
                                               --------------------------------
                                                     John D. Aquilino
                                                     Chief Executive Officer