SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/
                                  AMENDMENT #1

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934, FOR THE QUARTER ENDED March 31, 2005

                        COMMISSION FILE NUMBER 000-28485

                                POP3 MEDIA CORP.
________________________________________________________________________________
             (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)

           Securities registered pursuant to Section 12(g) of the Act:

       Title of each class           Name of each exchange on which registered
      _______________________        _________________________________________
      Common Stock, $.001 par              Over the counter - Bulletin Board
           value per share


         Securities registered under Section 12(b) of the Exchange Act:
                                      None

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 March 31, 2005: Common stock, $0.001 par value - 73,211,223

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


                                       1
<PAGE>





                               TABLE OF CONTENTS
                         PART I - FINANCIAL INFORMATION

Item  No.                                                                 Page

Item 1. Financial Statements ............................................... 3

        Condensed  Consolidated Balance Sheets March 31, 2005 and
          June 30, 2004 .................................................. 3-4

        Condensed Consolidated Statements of Operations Three Months
          Ended March 31, 2005  and  March 31, 2004......................... 5

        Condensed  Consolidated  Statements of Operations Nine Months
          Ended March 31, 2005 and    March 31, 2004........................ 6

        Condensed  Consolidated  Statements of Cash Flows Nine Months
          Ended March 31, 2005 and March 31, 2004........................... 7

        Notes to Condensed  Consolidated  Financial  Statements  for
          March 31, 2005 and June 30, 2004 .............................. 7-17

Item 2. Management's  Discussion  and Analysis of Financial
          Condition and Results of Operations ............................. 18

Item 3. Controls and Procedures ........................................... 27

Item 4. Changes in and  Disagreements  with  Accountants  on
         Accounting and Financial Disclosure .............................. 27

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings ................................................. 28

Item 2. Changes in Securities ............................................. 28

Item 3. Defaults Upon Senior Securities ................................... 29

Item 4. Submission of Matters to a Vote of Security Holders ............... 29

Item 5. Other Information ................................................. 29

Item 6. Item  Exhibits, List, and Reports on Form 8-K ..................... 29

SIGNATURES ................................................................ 30




                                       2
<PAGE>




Item 1. Financial Statements


                                 POP3 MEDIA CORP
                          CONSOLIDATION BALANCE SHEETS
                                   (Unaudited)
                        March 31, 2005 and June 30, 2004

                                     ASSETS
                                                        March 31,
                                                          2005          June 30,
                                                      (Unaudited)         2004
                                                      -----------    -----------

CURRENT ASSETS
     Cash                                             $    31,253    $   116,628
     Accounts Receivable - Net                            762,774        635,795
     Prepaid Expense                                       48,603

     Other Receivables                                       --           18,108
     Inventory                                            822,288      1,032,142
                                                      -----------    -----------

     Total Current Assets                               1,664,918      1,802,673
                                                      -----------    -----------

LONG TERM ASSETS

     Capitalized Software, Net                            870,750        870,750
     Property and Equipment, Net                        4,711,270      4,892,396
     Goodwill and other intangible Assets, Net          1,469,571      7,936,431
     Investments                                           13,736         13,736
     Business Development                                  50,000
     Deferred Income Tax Benefit                          279,430        279,430
     Artist Advances                                      170,278        114,647
     Other Assets                                          52,445         13,420
     Notes Receivable                                      92,013         92,013

                                                      -----------    -----------
     Total Long Term Assets                             7,709,493     14,212,823
                                                      -----------    -----------

TOTAL ASSETS                                          $ 9,374,411    $16,015,496
                                                      ===========    ===========


                                       3
<PAGE>


                                 POP3 MEDIA CORP
                          CONSOLIDATION BALANCE SHEETS
                                   (Unaudited)
                        March 31, 2005 and June 30, 2004

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                       March 31,
                                                         2005          June 30,
                                                     (Unaudited)         2004
                                                    ------------    ------------

LIABILITIES
Current Liabilities
     Accounts Payable and Accrued Expenses          $  1,501,331    $  1,146,291
     Related Party Liabilities and Advances              (20,412)         19,716
     Debenture Payable                                   500,000            --
     Notes Payable - Current Portion                      77,322            --
     Other Current Liabilities                            22,958            --
     Credit Line - Financial Institution                 321,271         214,500
                                                    ------------    ------------

     Total Current Liabilities                         2,402,470       1,380,507

Non-Current Liabilities

     Notes Payable - Non-current Portion                 210,979            --
     Other liabilities                                     4,763         322,352
                                                    ------------    ------------

     Total Non-Current Liabilities                       215,742         322,352
                                                    ------------    ------------

TOTAL LIABILITIES                                      2,618,212       1,702,859
                                                    ------------    ------------

STOCKHOLDERS' EQUITY

     Preferred Stock authorized
     10,000,000 shares, $0.01 par value
     Issued and outstanding March 31, 2004:
     1,854,100 shares of Class A Convertible
     and 1,854,100 at June 30, 2004                       18,541          18,541

     Common Stock, authorized 490,000,000 shares,
      $0.001 par value; Issued and outstanding
      March 31, 2004; 73,211,233 shares and
      June 30, 2004 52,451,642 shares                     73,212          52,453

     Stock Subscriptions Receivable                      (20,000)

     Paid in Capital                                  20,536,769      19,892,278

     Retained Earnings/(Deficit)                     (13,852,323)    (5,650,635)
                                                    ------------    ------------

     Total Stockholders' Equity/(Deficit)              6,756,199      14,312,637
                                                    ------------    ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                $  9,374,411    $ 16,015,496
                                                    ============    ============


The accompanying notes are an integral part of these statements

                                       4
<PAGE>



                                 POP3 MEDIA CORP
                     CONSOLIDATION STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                          --------------------------------
                                                          March 31, 2005    March 31, 2004
                                                           -------------    -------------
<S>                                                             <C>              <C>
INCOME

      Revenues                                             $     498,047    $     913,463
      Other Income                                                69,466
                                                           -------------    -------------

      Gross Income                                               567,513          913,463

COST OF GOODS SOLD                                               344,243          427,927
                                                           -------------    -------------

      Gross Profit / (Loss)                                      196,155          485,536
                                                           -------------    -------------

EXPENSES
      Compensation                                               268,372          319,143
      Professional and Consulting Fees                           110,397          391,098
      General and Administrative                                 610,220          331,988
      Depreciation                                                75,571          449,773
      Write off of screenplay
      Loss on sale of majority interest in subsidiary
      Write-Down Obsolete Inventory
      Write-Down of Goodwill and Other Intangible Assets       6,210,271
                                                           -------------    -------------
      Interest Expense                                            49,765           15,992
                                                           -------------    -------------

      Total Expense                                            7,324,596        1,507,994
                                                           -------------    -------------

(LOSS) BEFORE INCOME TAXES                                    (7,101,326)      (1,022,458)

      Provision for Income Taxes                                     450            1,000
                                                           -------------    -------------

NET (LOSS)                                                 $  (7,101,776)   $  (1,023,458)
                                                           =============    =============

NET (LOSS) PER COMMON SHARE
      Basic                                                $       (0.10)   $       (0.02)
      Diluted                                              $       (0.07)   $       (0.02)

Weighted average number of Shares
      Basic                                                   67,696,361       41,984,626
      Diluted                                                100,598,209       41,984,626
</TABLE>


The accompanying notes are an integral part of these statements

                                       5
<PAGE>




                                 POP3 MEDIA CORP
                     CONSOLIDATION STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                  Nine Months Ended
                                                          --------------------------------
                                                          March 31, 2005    March 31, 2004
                                                           -------------    -------------
<S>                                                              <C>             <C>
INCOME

      Revenues                                             $   2,007,708    $   2,525,467
      Other Income                                               189,308
                                                           -------------    -------------

      Gross Income                                             2,197,016        2,525,467

COST OF GOODS SOLD                                             1,223,800        1,188,086
                                                           -------------    -------------

      Gross Profit / (Loss)                                    1,122,812        1,337,381
                                                           -------------    -------------

EXPENSES

      Compensation                                               839,914          851,047
      Professional and Consulting Fees                           255,546        1,369,338
      General and Administrative                               1,364,466          884,302
      Depreciation                                               206,713        1,428,010
      Write off of screenplay                                                     100,000
      Loss on sale of majority interest in subsidiary                             240,000
      Write-Down Obsolete Inventory                              209,854
      Write-Down of Goodwill and Other Intangible Assets       6,210,271
                                                           -------------    -------------

      Interest Expense                                            86,790           55,529
                                                           -------------    -------------

      Total Expense                                            9,173,554        4,928,226
                                                           -------------    -------------

(LOSS) BEFORE INCOME TAXES                                    (8,200,338)      (3,590,845)


      Provision for Income Taxes                                   1,350            5,000
                                                           -------------    -------------

NET (LOSS)                                                 $  (8,201,668)   $  (3,595,845)
                                                           =============    =============

NET (LOSS) PER COMMON SHARE
      Basic                                                $       (0.12)   $       (0.12)
      Diluted                                              $       (0.08)   $       (0.12)

Weighted average number of Shares
      Basic                                                   67,696,361       29,796,804
      Diluted                                                100,598,209       29,796,804
</TABLE>
The accompanying notes are an integral part of these statements

                                       6
<PAGE>

                                 POP3 MEDIA CORP
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                               Nine Months   Nine Months
                                                  Ended          Ended
                                            March 31, 2005  March 31, 2004
                                              -----------    -----------
Operating Activities

       Net (Loss)                             $(8,201,688)   $(3,595,845)

       Significant Non-Cash Transactions
            Loss on Sale of non-affiliate                        240,000
            Write off of screenplay rights                       100,000
            Common Stock for Services             615,250      1,127,000
            Bad Debt Expense                         --           39,582
            Business Development                 (120,000)
            Write off of intangibiles           6,466,860
            Depreciation Expense                  206,713      2,284,494
       Changes in assets and liabilities
            Receivables                          (128,871)      (136,258)
            Other Assets                          (39,025)        (6,388)
            Decrease in Inventory                 209,854        (14,864)
            Due from related parties                             (64,517)
            Decrease in Other Liabilities        (317,589)
            Decrease/(Increase) in  Prepaid
                  Expense                         (48,603)
            Due Officers and Directors            (40,128)       (22,646)
            Decrease/(Increase) in Accounts
                  Payable                         377,998         56,283
                                              -----------    -----------


Net Cash (Used) by Operating Activities        (1,019,229)         6,841
                                              -----------    -----------
Investing Activities

            Artist Agreement Costs                (55,631)        (6,187)
            Purchase of Equipment                  44,413        (26,668)
                                              -----------    -----------


Net Cash (Used) by Investing Activities           (11,218)       (32,855)
                                              -----------    -----------
Financing Activities
       Proceeds from Related Parties                             100,000
       Payments on line of credit and debt        606,771       (120,252)
       Proceeds from loans                        288,301
       Proceeds from sale of Common Stock          50,000        200,000
                                              -----------    -----------

Cash Provided by Financing Activities             945,072        179,748
                                              -----------    -----------

Net Increase/(Decrease) in Cash                   (85,375)       153,734

Cash, Beginning of Period                         116,628           --
                                              -----------    -----------

Cash, End of Period                           $    31,253    $   153,734
                                              ===========    ===========
Significant Non-Cash Transactions
       See Note pertaining to Stockholders' Equity

Supplemental Information:
       Period Interest                        $    64,918    $    19,456
       Income Taxes Paid                            1,350          5,000

The accompanying notes are an integral part of these statements

                                       7
<PAGE>



                        PoP3 Media Corp and Subsidiaries

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        March 31, 2005 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.

While the  parties had not  intended  this  result,  the  accounting  literature
indicates  that such a result  requires the  Company's  financial  statements to
reflect the original cost basis of the assets  contributed to the transaction by
Level X (the new acquirer as a result of the reverse  acquisition) and to value,
at fair  value,  the  assets  of  ViaStar  owned  at the  time  of the  original
acquisition.

In June 2005, upon the recommendation of its independent  registered  accountant
and legal  counsel,  the Company made  substantial  adjustments to its financial
statements  involving the  impairment of goodwill  license  assets to reduce the
balances to reflect the original basis of the assets contributed by Level X (the
new acquirer as a result of the reverse  acquisition) and to value at fair value
the assets of ViaStar owned at the time of the original acquisition.

The Company impaired its retail distribution agreements which were acquired from
Level X during 2003, and originally  accounted for under the purchase accounting
method. The Company has impaired the distribution agreement to the original cost
basis of Level X of $920,890,  which would have been the amount recorded had the
Company  accounted for the Level X acquisition as a reverse merger. 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.  On December  29,  2004,  the Company
changed its name to PoP3 Media Corp and the State of Nevada approved an increase
of authorized capital to 490,000,000 common and 10,000,000 preferred shares.

                                       8
<PAGE>

Note 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES = continued

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 March 31,
2005 and June 30, 2004,  and the  consolidated  results of  operations  and cash
flows for the,  nine months ended March 31, 2005 and 2004.  The 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.

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.

                                       9
<PAGE>

Note 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES = continued

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.

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 March 31, 2005 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 anti-dilutive.

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


                                       10
<PAGE>

Note 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES = continued

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
$13,852,323 loss since inception of which a significant  portion of this loss is
due the decision of Pop3's management to write off the majority of the valuation
of its Distribution Agreement after consulting independent registered accountant
and legal counsel.  The total write off is $6,466,860.  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.

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 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.   In  June  2005,  upon  the


                                       11
<PAGE>

Note 3. TRADE NAME AND DISTRIBUTION RIGHTS - continued

recommendation of its independent  registered  accountant and legal counsel, the
Company made substantial  adjustments to its financial  statements involving the
impairment  of  goodwill  license  assets to reduce the  balances to reflect the
original  basis of the  assets  contributed  by Level X (the new  acquirer  as a
result of the  reverse  acquisition)  and to value at fair  value the  assets of
ViaStar owned at the time of the original acquisition.  The Company impaired its
retail distribution agreements which were acquired from Level X during 2003, and
originally  accounted for under the purchase  accounting method. The Company has
impaired the  distribution  agreement  to the original  cost basis of Level X of
$920,890,  which would have been the amount  recorded had the Company  accounted
for the Level X acquisition as a reverse merger.

Intangible assets at March 31, 2005:
                                                   March 31, 2005  June 30, 2004
                                                   --------------  -------------
          Trade Name Purchased (MasterDisk)            $  546,681     $  546,681
          Distribution Agreement                          920,890      7,389,750
                                                   --------------  -------------
          Total Goodwill and Other Intangible Assets   $1,467,571     $7,936,431
                                                   ==============  =============



Note 4. INVENTORY

Company inventory at March 31, 2004 is $822,288 and $1,032,142 at June 30, 2004.
The change in inventory  includes cost of goods sold plus a $209,854  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
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 March 31,
2005 and June 30, 2004 is $870,750.


                                       12
<PAGE>

Note 6. PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2004 and June 30, 2004 are summarized as
follows:


                                                    March 31,2004  June 30,2004
                                                    -------------  ------------
      Furniture and Fixtures                          $   932,348   $   932,348
      Studio Facilities                                 4,695,377     4,695,377
      Accumulated Depreciation                           (916,455)     (735,691)
                                                    -------------  ------------
      Property and Equipment, Net                     $ 4,711,270   $ 4,892,396
                                                    =============  ============

Note 7. DEBENTURES AND NOTES PAYABLE

On December 22, 2004 the Company  entered into an agreement with Cornell Capital
Partners,   LP  to  obtain  $500,000  bridge  financing  through  the  issue  of
convertible debentures and equity financing up to $5,000,000 through the sale of
common stock to Cornell.  The debentures  carry a 7% per year interest rate with
the  entire  principle  and  interest  due August  30,  2005.  The Holder of the
debenture can convert the principle and interest into the Company's common stock
at an amount equal to 120% of the closing bid price of the common  shares on the
date of conversion.

The Company also has the right to redeem the principle and accumulated  interest
of any  outstanding  debentures  into  Common  Stock  at a price  of 120% of the
closing bid price.  Should the company exercise its right to redeem,  the holder
is entitled to receive a  three-year  warrant to purchase  50,000  shares of the
Company's common stock for every $100,000 principle and interest  redeemed.  The
warrant can be exercised on a "cash basis" with an exercise price of 120% of the
closing bid price on the date the debenture is redeemed.

The Company issued  4,486,940  common shares,  valued at $150,000 to obtain this
equity financing.



Note 8. 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


                                       13
<PAGE>

Note 8. STOCKHOLDERS' EQUITY - continued

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.  On
December 29, 2004, the Company changed its name to PoP3 Media Corp and the State
of Nevada approved an increase of authorized  capital to 490,000,000  common and
10,000,000 preferred shares

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.

On December  5, 2004,  the Company  through a majority  vote of its  controlling
shareholders  approved an increase in the number of authorized  shares of common
stock, $0.001 par value to 490,000,000 shares.

As of June 30,  2004 the company has issued and  outstanding  52,451,642  Common
Shares and 1,854,100 Series A convertible preferred shares.

Afterward,  the  Company  issued  1,000,000  common  shares  for  $50,000  cash;
2,900,000  for  payment of $60,250  debt and  accumulated  interest;  14,136,441
common shares for services valued at $615,250 and 4,986,940 common shares valued
at $177,000 to obtain equity financing.


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  $1,200,000.  The  purchase  of MPI was to be  solely  through  the
issuance  of shares of the  Company's  common  stock.  The  Company  through the
actions of a member of prior management and a related party of the seller became
obligated for payments on behalf of MPI. The  obligations  were never audited or
verified  for purposes of the Company and its  shareholders  as required by law.
The transaction was denominated in the English pounds ((pound))  converted to US
dollars ($) for financial  statement purposes.  No foreign currency  translation
adjustment was necessary. On September 26, 2003 The Company sold the controlling


                                       14
<PAGE>

Note 8. STOCKHOLDERS' EQUITY - continued

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.

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.

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.


                                       15
<PAGE>

Note 9. 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


Note 10. CONTINGENCIES

On October 25, 2004, former Directors and Officers of Pop3 Media Corp. ("Pop3"),
("Complainants")  filed with the U.S.  Department of Labor Occupational Safety &
Health Administration  ("OSHA") a complaint alleging  discriminatory  employment
practices in violation of the Sarbanes-Oxley Act of 2002. Pop3 fervently asserts
that these claims are false and will  vigorously  defend itself until the matter
has reached a just  conclusion.  Pop3  firmly  believes  that the  Complainants'
allegations  amount to nothing more than an attempt to extort  additional  value
from the shareholders of Pop3. If final  adjudication is reached in favor of the
complainants  they are  entitled to receive  all back pay,  interest on the back
pay, and  reinstatement  of their  positions with Pop3. This amount could exceed
$150,000.


Note 11. 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.

Statement  No.  150   Accounting   for  Certain   Financial   Instruments   with
Characteristics of both Liabilities and Equity (Issued 5/03)

                                       16
<PAGE>

Note 11. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS - continued

This Statement  establishes  standards for how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of both  liabilities and
equity.

Statement No. 151 Inventory  Costs-an amendment of ARB No. 43, Chapter 4 (Issued
11/04)

This statement amends the guidance in ARB No. 43, Chapter 4, Inventory  Pricing,
to  clarify  the  accounting  for  abnormal  amounts of idle  facility  expense,
freight, handling costs, and wasted material (spoilage).  Paragraph 5 of ARB 43,
Chapter 4, previously  stated that "...under some  circumstances,  items such as
idle facility expense,  excessive spoilage, double freight and re-handling costs
may be so abnormal ass to require treatment as current period  charges...." This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.

Statement  No. 152  Accounting  for Real Estate  Time-Sharing  Transactions  (an
amendment of FASB Statements No. 66 and 67)

This  Statement  amends  FASB  Statement  No. 66,  Accounting  for Sales of Real
Estate,  to reference the financial  accounting and reporting  guidance for real
estate time-sharing transactions that is provided in AICPA Statement of Position
(SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.

This  Statement  also amends FASB  Statement  No. 67,  Accounting  for Costs and
Initial Rental Operations of Real Estate Projects,  states that the guidance for
(a) incidental  operations  and (b) costs incurred to sell real estate  projects
does not apply to real estate  time-sharing  transactions.  The  accounting  for
those operations and costs is subject to the guidance in SOP 04-2.

Statement No. 153 Exchanges of Non-monetary  Assets (an amendment of APB Opinion
No. 29)

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is
based on the principle that exchanges of non-monetary  assets should be measured
based on the fair value of the assets  exchanged.  The guidance in that Opinion,
however,  includes  certain  exceptions to the principle.  This Statement amends
Opinion 29 to eliminate  the  exception  for  non-monetary  exchanges of similar
productive  assts and  replaces it with a general  exception  for  exchanges  of
non-monetary  assets  that do not  have  commercial  substance.  A  non-monetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange.

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.

                                       17
<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.

While the  parties had not  intended  this  result,  the  accounting  literature
indicates  that such a result  requires the  Company's  financial  statements to
reflect the original cost basis of the assets  contributed to the transaction by
Level X (the new acquirer as a result of the reverse  acquisition) and to value,
at fair  value,  the  assets  of  ViaStar  owned  at the  time  of the  original
acquisition.

In June 2005, upon the recommendation of its independent  registered  accountant
and legal  counsel,  the Company made  substantial  adjustments to its financial
statements  involving the  impairment of goodwill  license  assets to reduce the
balances to reflect the original basis of the assets contributed by Level X (the
new acquirer as a result of the reverse  acquisition) and to value at fair value
the assets of ViaStar owned at the time of the original acquisition.

The Company impaired its retail distribution agreements which were acquired from
Level X during 2003, and originally  accounted for under the purchase accounting

                                       18
<PAGE>

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

method. The Company has impaired the distribution agreement to the original cost
basis of Level X of $920,890,  which would have been the amount recorded had the
Company accounted for the Level X acquisition as a reverse merger.

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
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  $1,200,000.  The  purchase  of MPI was to be  solely  through  the
issuance  of shares of the  Company's  common  stock.  The  Company  through the
actions of a member of prior management and a related party of the seller became
obligated for payments on behalf of MPI. The  obligations  were never audited or
verified  for purposes of the Company and its  shareholders  as required by law.
The transaction was denominated in the English pounds ((pound))  converted to US
dollars ($) 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.

On December 29,  2004,  the State of Nevada  approved an increase of  authorized
capital  (490,000,000  common and 10,000,000  preferred) and changed its name to
Pop3 Media Corp.

                                       19
<PAGE>

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

Results of Operations

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  $13,800,000 in losses
since inception of which a significant  portion of this loss is due the decision
of  Pop3's  management  to  write  off  the  majority  of the  valuation  of its
Distribution  Agreement after consulting  independent  registered accountant and
legal  counsel.  The total write off is  $6,466,860.  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.

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 March 31, 2004 and March
31, 2005, the Company raised capital  through the issuance of equity  securities
totaling approximately $200,000 and $50,000 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.

On December 22, 2004 the Company  entered into an agreement with Cornell Capital
Partners,   LP  to  obtain  $500,000  bridge  financing  through  the  issue  of
convertible debentures and equity financing up to $5,000,000 through the sale of
common stock to Cornell.  The first $250,000  debenture was issued  November 30,
2004 to Montgomery  Equity  Partners,  Ltd. The debenture  carries a 7% per year
interest rate with the entire  principle  and interest due August 30, 2005.  The
Holder  of the  debenture  can  convert  the  principle  and  interest  into the
Company's  common  stock at an amount  equal to 120% of the closing bid price of
the common shares on the date of conversion.

                                       20
<PAGE>

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

The Company also has the right to redeem the principle and accumulated  interest
of any  outstanding  debentures  into  Common  Stock  at a price  of 120% of the
closing bid price.  Should the company exercise its right to redeem,  the holder
is entitled to receive a  three-year  warrant to purchase  50,000  shares of the
Company's common stock for every $100,000 principle and interest  redeemed.  The
warrant can be exercised on a "cash basis" with an exercise price of 120% of the
closing bid price on the date the debenture is redeemed.

The Company issued  4,486,940  common shares,  valued at $150,000 to obtain this
equity financing.

FOR THE THREE  MONTHS  ENDED MARCH 31, 2005  COMPARED TO THE THREE  MONTHS ENDED
MARCH 31, 2004

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.


Results of Operations For the Three Months Ended March 31, 2005, Compared to the
Three Months ended March 31, 2004


Revenues

During the three months ended March 31, 2005, the Company generated  $567,513 in
revenues  which was a decrease of  $345,950  when  compared  to our  revenues of
$913,463 for the three months ended March 31, 2004.  The decrease was  primarily
due to a corporate  administrative  matter has  consumed  management's  time and
management was unable to focus on sustaining the business, which has resulted in
significantly lower revenue for the period.

Revenue from  mastering was $ 563,888  during the three month  reporting  period
ending March 31, 2005  compared to $756,224  for the three month  period  ending
March 31, 2004. The decrease in revenue is primarily due to the consolidation of
music industry,  which has resulted in (1) As a cost cutting  method,  the major
record labels are seeking in-house  mastering  services as opposed to outsourced
mastering  services;  and (2) A  significant  decrease in the overall  number of
titles being released by the major record labels.

Revenue from the distribution of music CD's was $11,551.  During the period, the
Company  experienced  sales returns in the amount of $65,492,  comprising almost
exclusively  of  its  Peter  Cetera  Christmas  album  release("Cetera  album"),
therefore  net  sales for the  three  month  period  ending  March 31,  2005 was
($53,941)  comprising  (9%) of total revenue was from the  distribution of music
CD's compared to $157,239 for the three month period ending March 31, 2004.  The
decrease was  primarily  due to a corporate  administrative  matter has consumed
management's time and management was unable to focus on sustaining the business,
which has resulted in significantly lower revenue for the period.  Secondly, the


                                       21
<PAGE>

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

Company did not make an allowance  for returns in the  previous  quarter for the
revenue  recognized  on the Cetera album for the following  reasons:  This was a
result of the Company experiencing significant, unanticipated returns from sales
of its Peter Cetera Christmas  release ("Cetera album") in the amount of $65,492
during the  period.  The Company  did not make an  allowance  for returns in the
previous  quarter  for  the  revenue  recognized  on the  Cetera  album  for the
following  reasons:  (1) The Company has the exclusive North American license of
the Christmas release and would not expect to experience direct competition from
other new  releases  offered  by Mr.  Cetera  within  the same  release  period.
However,  Mr.  Cetera did in fact  license  other  projects  including a DVD and
compilation  CD to competing  distributors.  These new releases  were also being
solicited  to  retail  accounts  during  the same time  period as the  Christmas
release.   This  information  was  not  disclosed  to  the  Company  during  its
negotiations  to obtain  the  exclusive  North  American  License  rights to the
Christmas title. This resulted in confusion in the minds of the retail buyers as
to what new releases were  available  from Mr. Cetera during the 2004  Christmas
season and who the rightful  distributor for each  individual  release was. This
also  resulted  in to  much  Cetera  product  on the  market  at one  time.  (2)
Negotiations  for the  License  Agreement  were  completed  in 2004  leaving the
Company very little time to adequately  market the Christmas  title for the 2004
Christmas  season.  (3) The Company  believed  that due to the long  established
sales  history of "Peter  Cetera" that the  Company's  sales  projections  would
exceed the amount that it had initially shipped to retail.


The  remaining  $57,566 or 10% of the  revenue was from  settlement  of accounts
payable to one of the  Distributor's  Vendor  accounts,  advertising and rebates
Compared to no revenue  from the  settlement  of accounts  payable for the three
month period ending March 31, 2004.

Cost of Sales

For the 3 months  ending  March 31,  2005,  the Company  recognized  $344,243 as
compared  $427,927 in cost of sales for the period  ending March 31,  2004.  The
decrease was  primarily due to the lower sales volume  experienced  in the three
month period ending March 31, 2005.

Gross Profit

During the three  months ended March 31,  2005,  the Company  recognized a gross
profit of $223,270  compared to $85,536 for the three month period  ending March
31,  2004.  During  the 3 month  period  ending  March  31,  2005,  a  corporate
administrative  matter has consumed  management's time and management was unable
to focus on sustaining the business,  which has resulted in significantly  lower
sales and  subsequently  lower  gross  profit for the  period.  For the 3 months
ending March 31, 2005, the CD distribution  recognized no gross margin,  whereas
the  mastering  division  had a smaller  gross margin of 34%, as the total gross
profit of $223,270  was  comprised  of $223,270  from  mastering  and $0 from CD
sales.  During the three  months ended March 31,  2004,  the Company  recognized
$485,536 in gross profit  which was  comprised  of $365,585  from the  mastering
division  and  $119,951  from the CD sales.  The gross  margin  realized for the
mastering  business and CD sales was 48.3% and 76.3%  respectively for the three
month period ending March 31, 2004,  while gross margin on a consolidated  basis
was 53.2% for the three month period ending March 31, 2004.

                                       22
<PAGE>

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

Expenses

For the three months ending March 31, 2005, our operating  costs were $7,324,596
as compared to  $1,507,994  for the three  months  ending  March 31,  2004.  The
increased  costs  of  $5,816,602  were  primarily  due  the  write  off  of  our
distribution  agreement in the amount of $6,210,271 upon the  recommendation  of
our independent registered accountant and legal counsel.

For the three months  ending March 31, 2005,  operating  costs of the  mastering
business was $278,856 which was comprised of $69,580 of payroll  costs,  $18,054
of bad debt, $25,370 of insurance expense,  $44,922 in rent and office expenses,
$13,539  in travel  costs,  $7,008 in  depreciation  expense  and the  remaining
$100,383 in other general and  administrative  expenses.  The resulting net loss
from the operations of the mastering business was $86,326.

For the three months ending March 31, 2005,  operating costs attributable to the
distribution  business were $7,045,740  which was comprised of about $198,792 of
payroll costs,  $98,857 in consulting,  legal and other  professional  expenses,
$16,499 in rent and office  expenses,  $8,862 of insurance  expense,  $13,102 in
travel expenses,  $30,000 in amortized Business  Development  Costs,  $63,500 in
amortized  Offering Costs $6,210,271 in write off of intangible  assets, and the
remaining $405,857 in other general and  administrative and marketing  expenses.
The resulting  net loss from the  operations  of the  distribution  business was
$7,015,450.

For the three months ended March 31, 2004,  selling,  general and administrative
expenses  were  $331,988.  Compensation  expense was $319,143  (replication  and
authoring compensation - $132,795, and distribution compensation - $199,193) for
the three months ended March 31, 2004.  Professional  fees (which includes legal
counsel along with various litigation costs and estimates) were $391,098 for the
three months ended March 31, 2004. The Company incurred  approximately  $222,500
in consulting and business development  services,  and approximately  $25,000 of
professional  fees in  association  with the Company's  development  of internal
software  and  the  technological  feasibility  of  such  software  development.
Depreciation  and  amortization  expense was $449,773 for the three months ended
March 31, 2004.  Depreciation and amortization expense is recognized on the fair
value of the assets  obtained in the merger with Level X and the  acquisition of
MasterDisk.  The Company uses the  straight-line  method of depreciation over an
estimated life of five years and  amortization  ranging from three to ten years.
Depreciation and amortization expense for replication and authoring was $144,816
and for  distribution  was $304,957,  for the three months ended March 31, 2004.
Interest  expense  was  $15,992  for the three  months  ended  March 31, 2004 as
compared to none for the three months ended March 31, 2003.  Interest expense is
attributable primarily to the loans acquired in the MasterDisk transaction.  The
Company has not recognized any additional  losses on the sale of the controlling
interest  in MPI or its  business  operations  as being  impaired.  The  Company
recognized  approximately  $450,000 in depreciation and amortization expense and
$250,000 in accrued professional fees and salaries. As a result of the foregoing
factors,  we incurred a net loss of $1,023,458  for the three months ended March
31, 2004.

Net Losses

As a  result  of the  foregoing  factors,  the  Company  incurred  a net loss of
$7,101,776  for the three months ended March 31, 2005 compared to $1,023,458 for
the same period ended March 31, 2004. The increased loss is primarily due to the
fact that during June 2005, the Company impaired its distribution agreement upon
the recommendation of its independent  registered  accountant and legal counsel.


                                       23
<PAGE>

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

The  distribution  agreement,  which was acquired from Level X during 2003,  was
originally  accounted  for under the  purchase  accounting  method.  The Company
impaired the distribution agreement to the original cost basis of Level X, which
would have been the amount  recorded had the Company  accounted  for the Level X
acquisition as a reverse merger.

FOR THE NINE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE NINE MONTHS ENDED MARCH
31, 2004

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.


Results of Operations For the Nine Months Ended March 31, 2005,  Compared to the
Nine Months ended March 31, 2004


Revenues

During the nine months ended March 31, 2005, the Company generated $2,197,015 in
revenues  which was a decrease of  $328,452  when  compared  to our  revenues of
$2,525,467  for the nine months ended March 31, 2004. The decrease was primarily
due to a corporate  administrative  matter has  consumed  management's  time and
management was unable to focus on sustaining the business, which has resulted in
significantly lower revenue for the period.

Revenue from mastering was $ 1,603,254 during the nine month period ending March
31, 2005 compared to $2,013,747 for the nine month period ending March 31, 2004.
The decrease in revenue is primarily due to the consolidation of music industry,
which has resulted in (1) As a cost cutting method, the major record labels are
seeking in-house mastering services as opposed to outsourced mastering services;
and (2) A significant decrease in the overall number of titles being released by
the major record labels.

Revenue from the distribution of music CD's was $431,805 comprising 20% of total
revenue was from the  distribution  of music CD's  compared to $433,074  for the
three month period ending March 31, 2004.

For the nine month period  ending,  the remaining  $161,956 or 7% of the revenue
was from  settlement  of  accounts  payable to one of the  Distributor's  Vendor
accounts,  advertising  and rebates as compared no revenue  from  settlement  of
accounts payable for the nine month period ending March 31, 2004.

                                       24
<PAGE>

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

Cost of Sales

For the nine months ending March 31, 2005, the Company recognized  $1,223,800 as
compared  $1,188,086 in cost of sales for the period ending March 31, 2004.  The
increase was primarily due to CD  distribution  increased  Cost of Sales for the
nine month period ending March 31, 2005.

Gross Profit

During the nine months  ended March 31,  2005,  the Company  recognized  a gross
profit of $973,216 compared to $1,337,381 for the nine month period ending March
31,  2004.  During the nine month  period  ending  March 31,  2005,  a corporate
administrative  matter has consumed  management's time and management was unable
to focus on sustaining the business,  which has resulted in significantly  lower
sales and  subsequently  lower gross profit for the period.  For the nine months
ending March 31, 2005, the CD distribution recognized a gross margin of $441,279
or 65%, whereas the mastering division had a smaller gross margin of 33%, as the
total gross profit of $531,937. During the nine months ended March 31, 2004, the
Company  recognized  $1,337,381  in gross profit which was comprised of $972,045
from the  mastering  division and $318,103  from the CD sales.  The gross margin
realized  for  the  mastering   business  and  CD  sales  was  48.3%  and  73.5%
respectively  for the three month  period  ending  March 31,  2004,  while gross
margin on a consolidated basis was 52.9% for the three month period ending March
31, 2004.

Expenses

For the nine months ending March 31, 2005, our operating  costs were  $9,173,554
as compared  to  $4,928,226  for the nine  months  ending  March 31,  2004.  The
increased  costs  of  $4,245,328  were  primarily  due  the  write  off  of  our
distribution  agreement in the amount of $6,210,271 upon the  recommendation  of
our independent registered accountant and legal counsel.

For the  nine  month  period  ending  March  31,  2005,  operating  costs of the
mastering  business  was  $820,083  which was  comprised  of $247,683 of payroll
costs, ($5,757) of bad debt, $78,282 of insurance expense,  $158,630 in rent and
office expenses,  $40,728 in travel costs,  $21,024 in depreciation  expense and
the  remaining  $279,493  in other  general  and  administrative  expenses.  The
resulting net loss from the operations of the mastering business was $288,146.

For the nine month period ending March 31, 2005, operating costs attributable to
the distribution  business were $8,353,471 which was comprised of about $592,231
of payroll costs,  $209,854 in the write-off of obsolete inventory,  $244,006 in
consulting,  legal and other professional  expenses,  $50,540 in rent and office
expenses,  $70,000 in amortized Business Development Costs, $63,500 in amortized
Offering  Costs,  $28,363 of  insurance  expense,  $22,830  in travel  expenses,
$25,968 in production costs, $6,210,271 for the write down of intangible assets,
and the  remaining  $835,908 in other general and  administrative  and marketing
expenses.  The  resulting  net loss  from  the  operations  of the  distribution
business was $7,913,542.

For  the  nine  month  period  ending  March  31,  2004,  selling,  general  and
administrative   expenses  were  $884,302   Compensation  expense  was  $851,047
(replication   and  authoring   compensation   -  $333,815,   and   distribution
compensation - $517,232) for the nine months ended March 31, 2004.  Professional
fees (which  includes  legal  counsel  along with various  litigation  costs and
estimates) were $1,369,338 for the nine months ended March 31, 2004. The Company


                                       25
<PAGE>

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

incurred approximately $400,000 in consulting and business development services,
and approximately $46,000 of professional fees in association with the Company's
development  of internal  software  and the  technological  feasibility  of such
software  development.  Depreciation and amortization expense was $1,428,010 for
the nine months ended March 31, 2004  Depreciation and amortization  expense for
replication and authoring was $438,836 and for  distribution  was $989,174,  for
the nine months ended March 31, 2004.  Interest expense was $55,529 for the nine
months ended March 31, 2004.  Interest expense is attributable  primarily to the
loans acquired in the MasterDisk transaction. The Company recognized a write off
of  $100,000  for the nine  months  ended  March  31,  2004 for the  ClubCharlie
screenplay rights

Net Losses

As a  result  of the  foregoing  factors,  the  Company  incurred  a net loss of
$8,201,688  for the nine months ended March 31, 2005 compared to $3,595,845  for
the same period ended March 31, 2004. The increased loss is primarily due to the
fact that during June 2005, the Company impaired its distribution agreement upon
the recommendation of its independent  registered  accountant and legal counsel.
The  distribution  agreement,  which was acquired from Level X during 2003,  was
originally  accounted  for under the  purchase  accounting  method.  The Company
impaired the distribution agreement to the original cost basis of Level X, which
would have been the amount  recorded had the Company  accounted  for the Level X
acquisition as a reverse merger.

Liquidity and Capital Resources

During the nine months ended March 31, 2005,  the Company used  $1,019,229  from
its  operations  and  received  $50,000 from the sale of 1,000,000 of its common
shares,  $500,000  from the  proceeds  of a  debenture  and  $288,301  from loan
proceeds.  The use of cash from operations was primarily caused from an increase
of  $128,871  in  receivables   and  an  increase  of  $317,998  in  outstanding
liabilities.

The Company  financed the majority of its $1,991,417  loss from  operations with
the issuance of 14,136,441 shares for services valued at $346,900.  The services
provided  were  comprised  of  $120,000  in  software  development,  $100,000 in
employee  bonuses,  $80,000 in legal fees,  and  $46,900 in business  consulting
fees.

Interest  expense of $10,250 was paid with the  issuance  of 400,000  restricted
shares.

At March 31, 2005 the Company had $31,253 of cash and working capital deficit of
$737,552.


                                       26
<PAGE>

Item 3. Controls and Procedures


As of the end of the  fiscal  quarter to which this  report  relates  (March 31,
2005),  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.


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

None.


                                       27
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On October 25, 2004, former Directors and Officers of Pop3 Media Corp. ("Pop3"),
("Complainants")  filed with the U.S.  Department of Labor Occupational Safety &
Health Administration  ("OSHA") a complaint alleging  discriminatory  employment
practices in violation of the Sarbanes-Oxley Act of 2002. Pop3 fervently asserts
that these claims are false and will  vigorously  defend itself until the matter
has reached a just  conclusion.  Pop3  firmly  believes  that the  Complainants'
allegations  amount to nothing more than an attempt to extort  additional  value
from the shareholders of Pop3. If final  adjudication is reached in favor of the
complainants  they are  entitled to receive  all back pay,  interest on the back
pay, and  reinstatement  of their  position with Pop3.  This amount could exceed
$150,000.


Item 2. Changes in Securities.

During the nine  months  ended March 31,  2005 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 $50,000.  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.

On October 1, 2004,  the Company  issued  2,500,000  common  shares in a private
placement to eight accredited individuals for $50,000. 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 October 22, 2004, the Company issued  4,187,811 common shares to a company as
a commitment fee valued at $140,000.

                                       28
<PAGE>

Item 2. Changes in Securitie - continued

On October 22, 2004,  the Company issued 299,129 common shares to a company as a
placement agent fee valued at $10,000.

On December 9, 2004,  the Company  issued  100,000  common  shares for $1,750 of
interest  owed to an  individual.  The issuance of the stock was exempt from the
registration under Section 4(2) of the Securities Act.

On December 13, 2004, the Company issued 1,000,000 registered common shares to a
company  valued at $36,000  under the  Company's  First  Amended 2003  Employees
/Consultants Common Stock Compensation Plan for consulting services.

On January 18, 2005,  the Company  issued  100,000 shares for $2,000 of interest
owed  to  an  individual.  The  issuance  of  the  stock  was  exempt  from  the
registration under Section 4(2) of the Securities Act.

On March 29, 2005, the Company issued 100,000 shares for $2,000 of interest owed
to an  individual.  The  issuance of the stock was exempt from the  registration
under Section 4(2) of the Securities Act.

On April 29,  2005,  the Company  issued  282,921  registered  common  shares to
various   employees  valued  $6,875  under  the  Company's  First  Amended  2003
Employees/Consultants Common Stock Compensation Plan for Services performed.


Item 3.   Defaults Upon Senior Securities.

None.


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

Form 14-C filed December 9, 2004 regarding corporate name change and increase of
authorized outstanding shares.

Item 5. Other Information.

None.


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.

                                       29
<PAGE>

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

(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.

     (4)  Form 8-K filed  January 4, 2005, on Item 1.01  regarding  Entry into a
          Material Definitive Agreement



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 14th day of February
2005. POP3 MEDIA CORP

                                                        /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)

                                       30
<PAGE>