SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934, FOR THE QUARTER ENDED SEPTEMBER 30, 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) 393-0423
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                     (Former Name - ViaStar Media Corporation)
--------------------------------------------------------------------------------
             (Former Name, Former Address and Former Fiscal Year if
                           Changed Since Last Report)


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


Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of September 30, 2005: common stock, $0.001 par value -
126,674,820

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


                                       1
<PAGE>



                                TABLE OF CONTENTS





                         PART I - FINANCIAL INFORMATION


   Item                                                                 Page
   ----                                                                 ----


1. Financial Statements

     Condensed Consolidated Balance Sheets ...............................3

     Condensed Consolidated Statements of Operations .................... 4

     Condensed Consolidated Statements of Cash Flows .................... 5

     Notes to Condensed Consolidated Financial Statements ................7

2. Management's Discussion and Analysis of Financial Condition
       and Results of Operations ........................................20

3. Controls and Procedures ..............................................29

4. Changes in and Disagreements with Accountants on Accounting
       and Financial Disclosure .........................................29

                           PART II - OTHER INFORMATION

1. Legal Proceedings ....................................................30

2. Changes in Securities ................................................30

3. Defaults Upon Senior Securities ......................................31

4. Submission of Matters to a Vote of Security Holders ................. 31

5. Other Information ................................................... 31

6. Exhibits ............................................................ 31

SIGNATURES ............................................................. 32

                                       2
<PAGE>

                                     PART I


Item 1. Financial Statements


                                POP3 MEDIA CORP.
                          CONSOLIDATION BALANCE SHEETS
                                   (Unaudited)
                      September 30, 2005 and June 30, 2005

                                     ASSETS

                                                September 30,     June 30,
                                                   2005             2005
                                               --------------- ---------------

CURRENT ASSETS

  Cash                                            $         -     $         -
  Accounts Receivable - Net                            143,214         143,861
  Inventory                                            815,657         815,657
                                               --------------- ---------------

  Total Current Assets                                 958,871         959,518
                                               --------------- ---------------

LONG TERM ASSETS

  Property and Equipment, Net                          825,000         919,816
  Goodwill and other intangible Assets, Net            922,890         922,890

  Business Development                                      -          20,000
  Artist Advances                                      196,246         196,246
  Other Assets                                          18,250          30,750
  Notes Receivable                                      92,013          92,013

                                               --------------- ---------------
  Total Long Term Assets                             2,054,399       2,181,715
                                               --------------- ---------------

TOTAL ASSETS                                      $  3,013,270    $  3,141,233
                                               =============== ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                       3
<PAGE>





                                POP3 MEDIA CORP.
                          CONSOLIDATION BALANCE SHEETS
                                   (Unaudited)
                      September 30, 2005 and June 30, 2005
                                   CONTINUED


                                                September 30,       June 30,
                                                   2005              2005
                                               --------------- ---------------

LIABILITIES
Current Liabilities

  Bank Overdraft                                  $        415    $        557
  Accounts Payable and Accrued Expenses           $  1,274,320    $  1,187,819
  Debenture Payable, net                               462,500         418,250
  Notes Payable - Current Portion                      174,322         135,257

  Other Current Liabilities                              4,763           4,763
                                               --------------- ---------------


  Total Current Liabilities                          1,916,320       1,746,646

TOTAL LIABILITIES                                    1,916,320       1,746,646
                                               --------------- ---------------

STOCKHOLDERS' EQUITY

  Preferred Stock authorized
  10,000,000 shares, $0.01 par value.
  Issued and outstanding September 30, 2005:
  1,854,100 shares of Class A Convertible
  and 1,854,100 at June 30, 2005.                       18,541          18,541

  Common Stock, authorized 490,000,000 shares,
  $0.001 par value; Issued and outstanding
  September 30, 2005; 126,674,820 shares and
  June 30, 2005 69,302,978 shares.                     126,675          69,303

  Paid in Capital                                   21,000,857      20,409,353

  Retained Earnings/(Deficit)                      (20,049,123)    (19,102,610)
                                               --------------- ---------------

  Total Stockholders' Equity/(Deficit)               1,096,950       1,394,587
                                               --------------- ----------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                              $  3,013,270    $  3,141,233
                                               =============== ===============


The accompanying notes are an integral part of these statements


                                       4
<PAGE>



                                POP3 MEDIA CORP.
                     CONSOLIDATION STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                       Three Months Ended
                                               -------------------------------
                                               September 30,   September 30,
                                                   2005            2004
                                               --------------- ---------------

INCOME
      Revenues                                    $          -    $    556,230
      Other Income                                          77          16,293
                                               --------------- ---------------
      Gross Income                                          77         572,523
COST OF GOODS SOLD                                           -         343,584
                                               --------------- ---------------
      Gross Profit / (Loss)                                 77         228,939
                                               --------------- ---------------
EXPENSES
      Compensation                                      71,500         295,132
      Professional and Consulting Fees                 654,594          42,664
      General and Administrative                        34,775         236,161
      Depreciation/Amortization                        172,126          55,571
      Write-Down Obsolete Inventory                          -         170,974
      Interest Expense                                  13,595          10,620
                                               --------------- ---------------
      Total Expense                                    946,590         811,122
                                               --------------- ---------------

(LOSS) BEFORE INCOME TAXES                            (946,513)       (582,183)
                                               --------------- ---------------
(LOSS) FROM CONTINUING OPERATIONS (946,513)
                                               --------------- ---------------
      Provision for Income Taxes                              -              -
                                               --------------- ---------------
NET (LOSS)                                        $   (946,513)   $   (582,183)
                                               =============== ===============
NET (LOSS) PER COMMON SHARE
      Basic                                       $      (0.01)   $      (0.01)
      Diluted                                     $      (0.01)   $      (0.01)

Weighted average number of Shares
      Basic                                         86,528,239      57,668,953
      Diluted                                      123,610,239      94,750,953


The accompanying notes are an integral part of these statements


                                       5
<PAGE>

                                POP3 MEDIA CORP.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                 Three Months     Three Months
                                                    Ended             Ended
                                               September 30,     September 30,
                                                     2005            2004
Operating Activities                           --------------- ---------------

       Net (Loss)                                 $   (946,513)       (582,183)
       Significant Non-Cash Transactions
            Original Issue Discount                     44,250
            Common Stock for Interest                                    4,500
            Common Stock for Services                  648,876         310,900
            Business Development                        20,000        (120,000)
            Depreciation Expense                        94,816          55,571
       Changes in assets and liabilities
            Receivables                                    647         (98,907)
            Other Assets                                12,500         (13,710)
            Increase in Artist Advances                                (33,293)
            Decrease in Inventory                                      180,264
            Due from related parties                                   (20,432)
            Decrease in Prepaid Expense                                (16,091)
            Decrease in Other Liabilities                             (212,580)
            Decrease/(Increase) in Accounts

                  Payable                               86,501         155,508
                                               --------------- ---------------


Net Cash (Used) by Operating Activities                (38,923)       (390,453)
                                               --------------- ---------------
Investing Activities
            Investment
            Purchase of Equipment
                                               --------------- ---------------
Net Cash (Used) by Investing Activities                      -               -
                                               --------------- ---------------
Financing Activities
       Proceeds from loans                              39,065         266,828
       Proceeds from sale of Common Stock                               50,000
                                               --------------- ---------------
Cash Provided by Financing Activities                   39,065         316,828
                                               --------------- ---------------
Net Increase/(Decrease) in Cash                            142         (73,625)

Cash, Beginning of Period                                 (557)        116,628
                                               --------------- ---------------
Cash, End of Period                               $       (415)   $     43,003
                                               =============== ===============
Significant Non-Cash Transactions
       See Note pertaining to Stockholders' Equity

Supplemental Information:

       Period Interest                            $     13,595    $     10,620
       Income Taxes Paid


The accompanying notes are an integral part of these statements


                                       6
<PAGE>




                        POP3 MEDIA CORP. AND SUBSIDIARIES
                                Pop3 Media Corp.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      September 30, 2005 and June 30, 2005


Note 1. OVERVIEW OF OPERATIONS AND ACCOUNTING POLICIES


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.



                                       7
<PAGE>




Note 1.        Overview of Operations and Accounting Policies - continued


On March 31, 2005, the company entered into an agreement to sell its subsidiary,
Masterdisk Corporation back to its original owners in exchange for the return of
the  10,000,000  shares of common  stock with a par value of .001.  Management's
decision  to  sell  Masterdisk  back  to the  original  owners  was  based  upon
management's determination that Masterdisk could not reach profitability for the
following  reasons:  (1) It is management's  belief that a large number of major
record labels have  recently  begun  turning to in-house  mastering  services as
opposed to outsourcing  mastering services to companies like Masterdisk in order
to cut  costs;  and (2) there has been a  significant  decrease  in the  overall
number  of  titles  being  released  by the major  record  labels;  consequently
decreasing the number of projects open for bid.  Additionally,  certain disputes
and  disagreements  between the parties arose which prevented all of the parties
to the  Acquisition  and Exchange  Agreement  from obtaining the benefits of the
Acquisition and Exchange  Agreement to their complete  satisfaction  and all the
parties  agreed  that it was in the  best  interest  of all  concerned  that the
transaction be unwound.



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 September
30, 2005 and June 30, 2005, and the consolidated  results of operations and cash
flows for the three  months ended  September  30, 2005 and  September  30, 2004.
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
typicallyranges  from  thirty to forty five days.  Revenue for  replication  and
authoring is generated  when the mastering  process is completed and the process
is generally  completed within 8-24 hours of commencement and is billed upon the
completion of the work.  Replication and authoring  revenues are recognized on a
project-by-project basis. Revenue generated from product sales was $452,246.



                                       8
<PAGE>


Note 1.        Overview of Operations and Accounting Policies - continued

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.


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

In January 2002, the Company  adopted  Statement of Financial  Standards No. 142
("142"),  which requires the discontinuance of amortization of goodwill and
certain  intangible  assets with indefinite useful lives. 142 requires that
goodwill and intangible assets deemed to have an indefinite life be reviewed for
impairment  upon the adoption of 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.



                                       9
<PAGE>


Note 1.        Overview of Operations and Accounting Policies - continued

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

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

On  September  30,  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 antidultive.


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

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


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

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


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

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



                                       10
<PAGE>


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
$20,049,123  loss since  inception.  This  raises  substantial  doubt  about the
Company's  ability to  continue as a going  concern.  The  Company's  ability to
continue  as a going  concern  is  dependent  upon  its  success  in  developing
additional capital.

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

o    Expanding or increasing its  distribution of products and services  through
     its subsidiaries
o    Expanding market presence through selective  acquisitions or the merger of,
     with established media and entertainment companies;
o    Raising capital through the sale of debt and/or equity securities; and,
o    Settling outstanding debts and accounts payable, when possible, through the
     reorganization or  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 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
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 September 30, 2005:

                                           September 30, 2005    June 30, 2005
Distribution Agreement                                920,890          920,890
                                                     --------          -------
Total Goodwill and Other Intangible Assets           $920,890         $920,890
                                           ==================  ===============


                                       11
<PAGE>





Note 4.           INVENTORY

Company inventory at September 30, 2005 and June 30, 2005 is $815,567. 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.  PROPERTY AND EQUIPMENT

On March 31, 2005, the company entered into an agreement to sell its subsidiary,
Masterdisk Corporation back to its original owners in exchange for the return of
the  10,000,000  shares of common  stock with a par value of .001.  Management's
decision  to  sell  Masterdisk  back  to the  original  owners  was  based  upon
management's determination that Masterdisk could not reach profitability for the
following  reasons:  (1) It is management's  belief that a large number of major
record labels have  recently  begun  turning to in-house  mastering  services as
opposed to outsourcing  mastering services to companies like Masterdisk in order
to cut  costs;  and (2) there has been a  significant  decrease  in the  overall
number  of  titles  being  released  by the major  record  labels;  consequently
decreasing the number of projects open for bid.  Additionally,  certain disputes
and  disagreements  between the parties arose which prevented all of the parties
to the  Acquisition  and Exchange  Agreement  from obtaining the benefits of the
Acquisition and Exchange  Agreement to their complete  satisfaction  and all the
parties  agreed  that it was in the  best  interest  of all  concerned  that the
transaction be unwound.

Property and equipment at September 30, 2005 and June 30, 2005 are summarized as
follows:

                                           September 30, 2005    June 30, 2005
             Furniture and Fixtures               $   110,667      $   110,667
             Studio Facilities                      1,520,376        1,520,376
             Accumulated Depreciation                (806,043)        (711,227)
                                           ------------------  ---------------
             Property and Equipment, Net             $825,000         $919,816
                                           ------------------  ---------------



Note 6.           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.


                                       12
<PAGE>



Note 6.           Debentures and Notes Payable - Continued


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

The Summary of Debentures  Payable at September 30, 2005 and June 30, 2005 is as
follows:
                                           September 30, 2005    June 30, 2005
                                           ------------------  ---------------
     Debentures Payable                              $500,000         $500,000
     Less: Unamortized Issues Discount               ($37,500)        ($81,750)
     -------------------------------------------------------------------------
     Net Debenture Payable                           $462,500         $418,250


Note 7. STOCKHOLDERS' EQUITY

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

                                       13
<PAGE>


Note 7. Stockholders' Equity - Continued.


On March 31, 2005, the company entered into an agreement to sell its subsidiary,
Masterdisk Corporation back to its original owners in exchange for the return of
the  10,000,000  shares of common  stock with a par value of .001.  Management's
decision  to  sell  Masterdisk  back  to the  original  owners  was  based  upon
management's determination that Masterdisk could not reach profitability for the
following  reasons:  (1) It is management's  belief that a large number of major
record labels have  recently  begun  turning to in-house  mastering  services as
opposed to outsourcing  mastering services to companies like Masterdisk in order
to cut  costs;  and (2) there has been a  significant  decrease  in the  overall
number  of  titles  being  released  by the major  record  labels;  consequently
decreasing the number of projects open for bid.  Additionally,  certain disputes
and  disagreements  between the parties arose which prevented all of the parties
to the  Acquisition  and Exchange  Agreement  from obtaining the benefits of the
Acquisition and Exchange  Agreement to their complete  satisfaction  and all the
parties  agreed  that it was in the  best  interest  of all  concerned  that the
transaction be unwound.

As of  September  30, 2005 the company  has issued and  outstanding  126,674,820
Common Shares and 1,854,100 Series A convertible preferred shares.


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
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.



                                       14
<PAGE>



Note 7. Stockholders' Equity - Continued.

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

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.



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.




                                       15
<PAGE>


Note 7. Stockholders' Equity - Continued.

Sale of Subsidiary
-------------------

On March 31, 2005, the company entered into an agreement to sell its subsidiary,
Masterdisk Corporation back to its original owners in exchange for the return of
the  10,000,000  shares of common  stock with a par value of .001.  Management's
decision  to  sell  Masterdisk  back  to the  original  owners  was  based  upon
management's determination that Masterdisk could not reach profitability for the
following  reasons:  (1) It is management's  belief that a large number of major
record labels have  recently  begun  turning to in-house  mastering  services as
opposed to outsourcing  mastering services to companies like Masterdisk in order
to cut  costs;  and (2) there has been a  significant  decrease  in the  overall
number  of  titles  being  released  by the major  record  labels;  consequently
decreasing the number of projects open for bid.  Additionally,  certain disputes
and  disagreements  between the parties arose which prevented all of the parties
to the  Acquisition  and Exchange  Agreement  from obtaining the benefits of the
Acquisition and Exchange  Agreement to their complete  satisfaction  and all the
parties  agreed  that it was in the  best  interest  of all  concerned  that the
transaction be unwound.



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

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


Note 8. INCOME TAXES:

SFAS No. 109  requires  the  reduction  of  deferred  tax assets by a  valuation
allowance if, based on the weight of available evidence,  it is more likely than
not that some or all of the  deferred  tax assets will not be  realized.  In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Accordingly, a
valuation allowance equal to the deferred tax asset has been recorded. The total
deferred tax asset is  $1,242,389,  which is  calculated  by  multiplying  a 22%
estimated tax rate by the cumulative  NOL of  $19,102,610.  The total  valuation
allowance is a comparable $1,242,389.

Details for the last two years follow
                                                 6/30/05        6/30/04
                                           ------------------ ----------------
                   Deferred Tax Asset       $       4,202,574   $    1,242,389
                   Valuation Allowance             (4,202,574)      (1,242,389)
                   Current Taxes Payable                 0.00             0.00
                                           ------------------ ----------------

                  Income Tax Expense        $            0.00   $         0.00
                                           ================== ================



                                       16
<PAGE>


Note 8. Income Taxes - Continued

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
                2005                                3,451,975             2025
                                                  -----------
Total NOL                                         $19,102,610
                                           ==================



Note 9. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

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

SFAS 146 Accounting for Costs Associated with Exit or Disposal Activities

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

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

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


Note 10. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

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

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

SFAS 150 Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity



                                       17
<PAGE>


Note 10. The Effect of Recently Issued Accounting Standards

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

Interpretation No. 46 (FIN 46)

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

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

Note 11. SUBSEQUENT EVENTS

On October 31, 2005 the former Chief Executive  Officer (CEO), John D. Aquilino,
and  President  of the Company  resigned.  Ari Bass was hired as the new CEO and
President of Pop3 Media Corp.

As of the filing of this report, management is in ongoing discussions with Roxxy
Corporation for sale of its  distribution  division.  Management has insisted in
negotiations  that it reserves the right to distribute  its own content  through
Roxxy even after the sale at greatly discounted rates as compared to other third
party  companies  Roxxy may or may not choose to  distribute  through  VDG after
completion  of the sale.  Management  reserved  this right  because  although it
firmly believes Compact Disc music  distribution is in its end stages,  the need
to  distribute  music on Compact  Disc will  continue  for at least five  years.
Management believes that the $1,000,000 or more needed to successfully and fully
implement  VDG as a going concern  would be better spent  elsewhere.  Management
believes that the  management  of Roxxy concurs in this opinion;  but since they
have no plans to be more than a music company,  that their  contacts  throughout
the industry,  and their  ability to raise capital  coupled with their belief in
their  ability to raise the  necessary  capital will provide them with  definite
benefits from owning their own means of distribution.

Management's  decision to sell VDG was based  primarily  on its belief that with
the advent of digital music  delivery,  and  especially  Apple  Computer,  Inc's
iTunes(R) and iPod(R),  that the business of distributing  music on compact disc
is in its final  stages and that the  industry  will only  continue to worsen as
Apple Computer  continues to expand its available catalog.  Management  believes
that the average  consumer can readily  determine that purchasing one or perhaps
two songs per recorded album that are  desirable,  for a purchase price of $0.99
each, is far more attractive than paying $18.99 for ten songs,  eight to nine of
which  will not be heard  very  often.  Management  believes  that the  inherent
quality of the value  proposition  being  presented  by Apple  should be readily
apparent  to anyone  and that as Apple  maintains  and  expands  its grip on the
portable  music  player  market;  the value  proposition  will only get  better.
Management firmly believes that the future of the music industry lies with Apple
instead of in opposition to it.


                                       18
<PAGE>

Note 11. Subsequent Events - Continued.

However,  management  believes that none of the eventualities  caused by Apple's
entry into the music industry or video distribution,  books on tape or any other
content  distribution  through  its almost  ubiquitous  iPod(R);  has in any way
diminished the value of producing content, or for that matter distributing newer
more  advanced  content  on new  media  formats,  yet to be fully  developed  or
deployed.  To the contrary,  management  believes that these  eventualities have
only increased the available market for content;  that those companies which can
produce content of reasonable quality, quickly,  inexpensively and consistently,
will be able to grow at a rapid pace.

Moreover,  management feels that  shareholders  would be best served by steering
any new  investment  towards the  development  of such  content,  whether  film,
television,  print or recorded music. Management also feels that due to the very
nature of content creation and financing,  overhead can and should be kept to an
absolute  minimum.  This strategy  requires the sale of  nonproductive,  capital
intensive operations like VDG and the settlement of all debts and controversies.

Management  believes it can produce  multiple  new film,  television,  print and
music  properties  with a staff no  larger  than five or six  persons,  with all
actual  content  being  produced  on a contract  basis,  with no fixed  overhead
devoted  to any  single  project  and very  little  in the way of  office  space
requirements  and  no  warehousing  or  distribution  facilities.   Furthermore,
management  intends  to seek  venture  partners  for each  project it intends to
complete,  with the joint venture partners providing the entirety of the budgets
necessary  to  complete  production  and  paying  Pop3  Media  Corp.  a fee  for
overseeing  production  and  pre-sales of the projects  before  commencement  of
production.

It is the intention of  management to charge its internal  overhead as a portion
of each budget of each  production  and as such,  it is the belief of management
that within a reasonable  time period,  all of the direct costs  associated with
general and  administrative  overhead  will be paid by our  venture  partners in
exchange for their participation in revenues from those productions, if in fact,
any revenues are eventually recognized by the partners and Pop3 Media Corp.

It is  primarily  because of these  beliefs  that Mr.  Bass was hired as our new
Chief Executive  Officer and why he has chosen to pursue agreements with SBC and
others in order to obtain a ready market for the content we intend to produce.

Beyond the production of new content for film, television,  print and music, the
company  continues to actively  seek an agreement to acquire the rights to a new
media storage  technology  currently  under  development by a third party. As of
this  date  no  agreement  exists  but  a  general  non-binding   memorandum  of
understanding  has been  executed  and the company will  continue to  diligently
pursue this  opportunity.  The  technology  in question,  while  proprietary  in
nature, is designed to compete with new optical storage  technologies  currently
under  development by several large  Japanese firms  including Sony and Toshiba.
Management feels that the technology it is seeking is far superior to any of the
other proposed standards as they relate to data storage capacity,  data transfer
speeds, copyright protection, reliability overall end user satisfaction

Additionally, management is in the process of negotiations to acquire the rights
to a new proprietary  portable data storage  technology which is currently under
development  as well  management's  discussions  with SBC  Operations,  Inc.,  a
subsidiary of SBC Communications,  Inc., to license and exhibit up to 12 premier
movie features per year.

                                       19
<PAGE>



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

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

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



General:

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

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

                                       20
<PAGE>

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


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.

The  purchase  price of this company was arrived at by valuing the net assets as
listed below and then  utilizing  the average  purchase  price of the  Company's
stock at the time of the purchase, which was $0.40 per share, for a total of the
10,000,000 shares.

On December  5, 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.

                                       21
<PAGE>



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

On March 31, 2005, the company entered into an agreement to sell its subsidiary,
Masterdisk Corporation back to its original owners in exchange for the return of
the  10,000,000  shares of common  stock with a par value of .001.  Management's
decision  to  sell  Masterdisk  back  to the  original  owners  was  based  upon
management's determination that Masterdisk could not reach profitability for the
following  reasons:  (1) It is management's  belief that a large number of major
record labels have  recently  begun  turning to in-house  mastering  services as
opposed to outsourcing  mastering services to companies like Masterdisk in order
to cut  costs;  and (2) there has been a  significant  decrease  in the  overall
number  of  titles  being  released  by the major  record  labels;  consequently
decreasing the number of projects open for bid.  Additionally,  certain disputes
and  disagreements  between the parties arose which prevented all of the parties
to the  Acquisition  and Exchange  Agreement  from obtaining the benefits of the
Acquisition and Exchange  Agreement to their complete  satisfaction  and all the
parties  agreed  that it was in the  best  interest  of all  concerned  that the
transaction be unwound.

As of the filing of this report, management is in ongoing discussions with Roxxy
Corporation for sale of its  distribution  division.  Management has insisted in
negotiations  that it reserves the right to distribute  its own content  through
Roxxy even after the sale at greatly discounted rates as compared to other third
party  companies  Roxxy may or may not choose to  distribute  through  VDG after
completion  of the sale.  Management  reserved  this right  because  although it
firmly believes Compact Disc music  distribution is in its end stages,  the need
to  distribute  music on Compact  Disc will  continue  for at least five  years.
Management believes that the $1,000,000 or more needed to successfully and fully
implement  VDG as a going concern  would be better spent  elsewhere.  Management
believes that the  management  of Roxxy concurs in this opinion;  but since they
have no plans to be more than a music company,  that their  contacts  throughout
the industry,  and their  ability to raise capital  coupled with their belief in
their  ability to raise the  necessary  capital will provide them with  definite
benefits from owning their own means of distribution.

Management's  decision to sell VDG was based  primarily  on its belief that with
the advent of digital music  delivery,  and  especially  Apple  Computer,  Inc's
iTunes(R) and iPod(R),  that the business of distributing  music on compact disc
is in its final  stages and that the  industry  will only  continue to worsen as
Apple Computer  continues to expand its available catalog.  Management  believes
that the average  consumer can readily  determine that purchasing one or perhaps
two songs per recorded album that are  desirable,  for a purchase price of $0.99
each, is far more attractive than paying $18.99 for ten songs,  eight to nine of
which  will not be heard  very  often.  Management  believes  that the  inherent
quality of the value  proposition  being  presented  by Apple  should be readily
apparent  to anyone  and that as Apple  maintains  and  expands  its grip on the
portable  music  player  market;  the value  proposition  will only get  better.
Management firmly believes that the future of the music industry lies with Apple
instead of in opposition to it.

However,  management  believes that none of the eventualities  caused by Apple's
entry into the music industry or video distribution,  books on tape or any other
content  distribution  through  its almost  ubiquitous  iPod(R);  has in any way
diminished the value of producing content, or for that matter distributing newer
more  advanced  content  on new  media  formats,  yet to be fully  developed  or
deployed.  To the contrary,  management  believes that these  eventualities have
only increased the available market for content;  that those companies which can
produce content of reasonable quality, quickly,  inexpensively and consistently,
will be able to grow at a rapid pace.


                                       22
<PAGE>



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

Moreover,  management feels that  shareholders  would be best served by steering
any new  investment  towards the  development  of such  content,  whether  film,
television,  print or recorded music. Management also feels that due to the very
nature of content creation and financing,  overhead can and should be kept to an
absolute  minimum.  This strategy  requires the sale of  nonproductive,  capital
intensive operations like VDG and the settlement of all debts and controversies.

Management  believes it can produce  multiple  new film,  television,  print and
music  properties  with a staff no  larger  than five or six  persons,  with all
actual  content  being  produced  on a contract  basis,  with no fixed  overhead
devoted  to any  single  project  and very  little  in the way of  office  space
requirements  and  no  warehousing  or  distribution  facilities.   Furthermore,
management  intends  to seek  venture  partners  for each  project it intends to
complete,  with the joint venture partners providing the entirety of the budgets
necessary  to  complete  production  and  paying  Pop3  Media  Corp.  a fee  for
overseeing  production  and  pre-sales of the projects  before  commencement  of
production.

It is the intention of  management to charge its internal  overhead as a portion
of each budget of each  production  and as such,  it is the belief of management
that within a reasonable  time period,  all of the direct costs  associated with
general and  administrative  overhead  will be paid by our  venture  partners in
exchange for their participation in revenues from those productions, if in fact,
any revenues are eventually recognized by the partners and Pop3 Media Corp.

It is  primarily  because of these  beliefs  that Mr.  Bass was hired as our new
Chief Executive  Officer and why he has chosen to pursue agreements with SBC and
others in order to obtain a ready market for the content we intend to produce.

Beyond the production of new content for film, television,  print and music, the
company  continues to actively  seek an agreement to acquire the rights to a new
media storage  technology  currently  under  development by a third party. As of
this  date  no  agreement  exists  but  a  general  non-binding   memorandum  of
understanding  has been  executed  and the company will  continue to  diligently
pursue this  opportunity.  The  technology  in question,  while  proprietary  in
nature, is designed to compete with new optical storage  technologies  currently
under  development by several large  Japanese firms  including Sony and Toshiba.
Management feels that the technology it is seeking is far superior to any of the
other proposed standards as they relate to data storage capacity,  data transfer
speeds, copyright protection, reliability overall end user satisfaction

Additionally, management is in the process of negotiations to acquire the rights
to a new proprietary  portable data storage  technology which is currently under
development  as well  management's  discussions  with SBC  Operations,  Inc.,  a
subsidiary of SBC Communications,  Inc., to license and exhibit up to 12 premier
movie features per year.




                                       23
<PAGE>

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

Results of Operations

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 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 September 30, 2005, Compared to
the Three Months ended September 30, 2004


Revenues

During the three months ended  September 30, 2005, the Company  generated $77 in
revenues  which was a decrease of  $572,446  when  compared  to our  revenues of
$572,523 for the three months ended September 30, 2004. The significant decrease
in revenue was  primarily due to following:  (1)  management's  focus of ongoing
discussions with Roxxy  Corporation for the sale of its  distribution  division,
Viastar  Distribution  Group,  Inc.;  (2)  management's  effort to  refocus  its
business operations on the final stages of negotiations to acquire the rights to
a new  proprietary  portable data storage  technology  which is currently  under
development;  and (3)  management's  discussions  with SBC  Operations,  Inc., a
subsidiary of SBC  Communications,  Inc., to license and exhibit upto 12 premier
movie features per year.

Revenue from mastering was $0 during the three month period ending September 30,
2005 compared to $542,959 for the three month period ending  September 30, 2004.
The decrease in revenue is primarily due to  management's  decision to sell back
one of its  subsidiaries,  Masterdisk  Corporation,  to its  original  owners in
exchange  for the  10,000,000  shares of common  stock with a par value of .001.
Management's  decision to sell  Masterdisk back to the original owners was based
upon management's  determination  that Masterdisk could not reach  profitability
for the following reasons:  (1) It is management's belief that a large number of
major record labels have recently begun turning to in-house  mastering  services
as opposed to outsourcing  mastering  services to companies  like  Masterdisk in
order to cut costs; and (2) there has been a significant decrease in the overall
number  of  titles  being  released  by the major  record  labels;  consequently
decreasing the number of projects open for bid.  Additionally,  certain disputes
and  disagreements  between the parties arose which prevented all of the parties
to the  Acquisition  and Exchange  Agreement  from obtaining the benefits of the
Acquisition and Exchange  Agreement to their complete  satisfaction  and all the
parties  agreed  that it was in the  best  interest  of all  concerned  that the
transaction be unwound.



                                       24
<PAGE>

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

Revenue  from the  distribution  of music CD's was $0 from the  distribution  of
music CD's compared to $13,271 for the three month period  ending  September 30,
2004. The decrease was primarily due to the following: (1) management's focus of
ongoing  discussions  with Roxxy  Corporation  for the sale of its  distribution
division,  Viastar  Distribution Group, Inc.; (2) management's effort to refocus
its  business  operations  on the final  stages of  negotiations  to acquire the
rights to a new proprietary  portable data storage technology which is currently
under development; and (3) management's discussions with SBC Operations, Inc., a
subsidiary of SBC  Communications,  Inc., to license and exhibit upto 12 premier
movie features per year.

For the three month period  ending,  the  remaining  $77 of the revenue was from
other income as compared  $16,293  revenue from other income for the three month
period ending September 30, 2004.

Cost of Sales

For the three months  ending  September 30, 2005,  the Company  recognized $0 as
compared $343,584 in cost of sales for the period ending September 30, 2004. The
decrease  was  primarily  due to lower sales  volume for the three month  period
ending September 30, 2005.

Gross Profit

During the three months ended September 30, 2005, the Company recognized a gross
profit of $77 compared to $228,939 for the three month period  ending  September
30, 2004.  During the three month period ending September 30, 2005, gross profit
was primarily  lower due to the following  reasons:  (1)  management's  focus of
ongoing  discussions  with Roxxy  Corporation  for the sale of its  distribution
division,  Viastar  Distribution Group, Inc.; (2) management's effort to refocus
its  business  operations  on the final  stages of  negotiations  to acquire the
rights to a new proprietary  portable data storage technology which is currently
under development; and (3) management's discussions with SBC Operations, Inc., a
subsidiary of SBC  Communications,  Inc., to license and exhibit upto 12 premier
movie features per year. For the three months ending  September 30, 2005, the CD
distribution  recognized  a gross  margin of $77.  During the three months ended
September 30, 2004,  the Company  recognized  $228,939 in gross profit which was
comprised of $211,682 from the mastering  division and $7,257 from the CD sales.
The gross margin realized for the mastering  business and CD sales was 40.8% and
54.6%  respectively  for the three month period ending September 30, 2004, while
gross margin on a consolidated basis was 41.1% for the three month period ending
September 30, 2004.


Expenses

For the three  months  ending  September  30,  2005,  our  operating  costs were
$946,590 as compared to $811,122 for the three months ending September 30, 2004.
The increased costs of $135,468 were primarily due to  management's  decision to
settle  disputes  over  payment of past  consulting  services  in order to avoid
litigation. During discussions between Roxxy Corporation("Roxxy") and Pop3 Media
Corp.  ("Pop3") regarding the sale of Viastar  Distribution Group, Inc. ("VDG"),
Roxxy's  management  has insisted that Pop3 settle a substantial  portion of its
outstanding and  potentially  outstanding  liabilities.



                                       25
<PAGE>



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

During the three months ending September 30, 2005, Pop3's management,  under the
advisement of outside legal counsel,  has settled  multiple  disputed  claims by
various  consultants in order to satisfy Roxxy's  management  concerns regarding
any potential sale of VDG. It is Pop3's management's belief, that settling these
disputes will prevent any future litigation.  Pop3's management may also have to
settle further claims in order to complete the sale of VDG to Roxxy.

For  the  three  month  period  ending  September  30,  2005,   operating  costs
attributable to the  distribution  business were $946,590 which was comprised of
about  $71,500  of  payroll  costs,  $654,594  in  consulting,  legal  and other
professional expenses, $11,618 in rent and office expenses, $20,000 in amortized
Business  Development  Costs,  $56,750 in amortized  Offering  Costs,  $2,437 of
insurance expense, $159 in travel expenses,  $95,376 in depreciation expense and
the  remaining  $33,156  in  other  general  and  administrative  and  marketing
expenses.  The  resulting  net loss  from  the  operations  of the  distribution
business was $946,513.

For the three month period  ending  September 30, 2004,  operating  costs of the
mastering  business  was  $301,755  which was  comprised  of $102,128 of payroll
costs,  $3,911 of bad debt,  $28,417 of insurance  expense,  $69,867 in rent and
office expenses,  $10,453 in travel costs,  $45,571 in depreciation  expense and
the  remaining  $160,043  in other  general  and  administrative  expenses.  The
resulting net loss from the operations of the mastering business was $93,090.

For  the  three  month  period  ending  September  30,  2004,   operating  costs
attributable to the  distribution  business were $323,931 which was comprised of
about $95,000 of payroll costs,  $170,974 in inventory  write downs,  $15,703 in
rent and office  expenses,  $10,000 in  amortized  business  development  costs,
$12,090 of insurance expense, $5,671 in travel expenses,  $8,545 in professional
fees and the remaining $15,948 in other general and administrative and marketing
expenses.  The  resulting  net loss  from  the  operations  of the  distribution
business was $257,721.

For  the  three  month  period  ending  September  30,  2004,   operating  costs
attributable to the corporate  administration  and operation were $170,334 which
was comprised of $94,496 of payroll  expenses,  $34,119 in consulting  and legal
services,  $15,703 in rent and office expenses,  $5,500 in interest expense, and
$20,516 in other general and administrative expenses.

Net Losses

As a  result  of the  foregoing  factors,  the  Company  incurred  a net loss of
$946,513 for the three months ended  September 30, 2005 compared to $582,183 for
the  same  period  ended  September  30,  2004.  The  increased  loss  is due to
management's  decision to settle several disputed fees owed over payment of past
consulting  services in order to avoid litigation.  During  discussions  between
Roxxy  Corporation("Roxxy")  and Pop3 Media Corp. ("Pop3") regarding the sale of
Viastar  Distribution Group, Inc. ("VDG"),  Roxxy's management has insisted that
Pop3 settle a substantial portion of its outstanding and potentially outstanding
liabilities.   During  the  three  months  ending  September  30,  2005,  Pop3's
management,  under the advisement of outside legal counsel, has settled multiple
disputed claims by various  consultants in order to satisfy  Roxxy's  management
concerns regarding any potential sale of VDG. It is Pop3's management's  belief,
that  settling  these  disputes  will  prevent  any  future  litigation.  Pop3's
management  may also have to settle further claims in order to complete the sale
of VDG to Roxxy.


                                       26
<PAGE>


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

Liquidity and Capital Resources

During the three months ended  September 30, 2005, the Company used $38,923 from
its  operations and received  $39,065 from loan  proceeds.  The use of cash from
operations was primarily caused from an reduction of $647 in receivables and the
increase of $86,501 in outstanding liabilities.

The Company  financed the majority of its $946,513 loss from operations with the
issuance of  57,371,842  shares for services  valued at  $591,504.  The services
provided were comprised of $591,504 in business consulting fees.

At September 30, 2004 the Company had ($415) of cash and working capital deficit
of $957,449.

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  $20,000,000 in losses
since  inception.  This, as well as the risks  associated  with raising  capital
through the issuance of equity and/or debt securities, creates uncertainty as to
the Company's ability to continue as a going concern.


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

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

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

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

o    Settling outstanding debts and accounts payable, when possible, through the
     reorganization or  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 three months ended  September 30, 2004 and  September 30, 2005,  the Company
raised capital through the issuance of equity securities totaling  approximately
$50,000 and none 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.



                                       27
<PAGE>

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

As of the filing of this report, management is in ongoing discussions with Roxxy
Corporation for sale of its  distribution  division.  Management has insisted in
negotiations  that it reserves the right to distribute  its own content  through
Roxxy even after the sale at greatly discounted rates as compared to other third
party  companies  Roxxy may or may not choose to  distribute  through  VDG after
completion  of the sale.  Management  reserved  this right  because  although it
firmly believes Compact Disc music  distribution is in its end stages,  the need
to  distribute  music on Compact  Disc will  continue  for at least five  years.
Management believes that the $1,000,000 or more needed to successfully and fully
implement  VDG as a going concern  would be better spent  elsewhere.  Management
believes that the  management  of Roxxy concurs in this opinion;  but since they
have no plans to be more than a music company,  that their  contacts  throughout
the industry,  and their  ability to raise capital  coupled with their belief in
their  ability to raise the  necessary  capital will provide them with  definite
benefits from owning their own means of distribution.

Management's  decision to sell VDG was based  primarily  on its belief that with
the advent of digital music  delivery,  and  especially  Apple  Computer,  Inc's
iTunes(R) and iPod(R),  that the business of distributing  music on compact disc
is in its final  stages and that the  industry  will only  continue to worsen as
Apple Computer  continues to expand its available catalog.  Management  believes
that the average  consumer can readily  determine that purchasing one or perhaps
two songs per recorded album that are  desirable,  for a purchase price of $0.99
each, is far more attractive than paying $18.99 for ten songs,  eight to nine of
which  will not be heard  very  often.  Management  believes  that the  inherent
quality of the value  proposition  being  presented  by Apple  should be readily
apparent  to anyone  and that as Apple  maintains  and  expands  its grip on the
portable  music  player  market;  the value  proposition  will only get  better.
Management firmly believes that the future of the music industry lies with Apple
instead of in opposition to it.

However,  management  believes that none of the eventualities  caused by Apple's
entry into the music industry or video distribution,  books on tape or any other
content  distribution  through  its almost  ubiquitous  iPod(R);  has in any way
diminished the value of producing content, or for that matter distributing newer
more  advanced  content  on new  media  formats,  yet to be fully  developed  or
deployed.  To the contrary,  management  believes that these  eventualities have
only increased the available market for content;  that those companies which can
produce content of reasonable quality, quickly,  inexpensively and consistently,
will be able to grow at a rapid pace.

Moreover,  management feels that  shareholders  would be best served by steering
any new  investment  towards the  development  of such  content,  whether  film,
television,  print or recorded music. Management also feels that due to the very
nature of content creation and financing,  overhead can and should be kept to an
absolute  minimum.  This strategy  requires the sale of  nonproductive,  capital
intensive operations like VDG and the settlement of all debts and controversies.

Management  believes it can produce  multiple  new film,  television,  print and
music  properties  with a staff no  larger  than five or six  persons,  with all
actual  content  being  produced  on a contract  basis,  with no fixed  overhead
devoted  to any  single  project  and very  little  in the way of  office  space
requirements  and  no  warehousing  or  distribution  facilities.   Furthermore,
management  intends  to seek  venture  partners  for each  project it intends to
complete,  with the joint venture partners providing the entirety of the budgets
necessary  to  complete  production  and  paying  Pop3  Media  Corp.  a fee  for
overseeing  production  and  pre-sales of the projects  before  commencement  of
production.



                                       28
<PAGE>

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

It is the intention of  management to charge its internal  overhead as a portion
of each budget of each  production  and as such,  it is the belief of management
that within a reasonable  time period,  all of the direct costs  associated with
general and  administrative  overhead  will be paid by our  venture  partners in
exchange for their participation in revenues from those productions, if in fact,
any revenues are eventually recognized by the partners and Pop3 Media Corp.

It is  primarily  because of these  beliefs  that Mr.  Bass was hired as our new
Chief Executive  Officer and why he has chosen to pursue agreements with SBC and
others in order to obtain a ready market for the content we intend to produce.

Beyond the production of new content for film, television,  print and music, the
company  continues to actively  seek an agreement to acquire the rights to a new
media storage  technology  currently  under  development by a third party. As of
this  date  no  agreement  exists  but  a  general  non-binding   memorandum  of
understanding  has been  executed  and the company will  continue to  diligently
pursue this  opportunity.  The  technology  in question,  while  proprietary  in
nature, is designed to compete with new optical storage  technologies  currently
under  development by several large  Japanese firms  including Sony and Toshiba.
Management feels that the technology it is seeking is far superior to any of the
other proposed standards as they relate to data storage capacity,  data transfer
speeds, copyright protection, reliability overall end user satisfaction

Additionally, management is in the process of negotiations to acquire the rights
to a new proprietary  portable data storage  technology which is currently under
development  as well  management's  discussions  with SBC  Operations,  Inc.,  a
subsidiary of SBC Communications,  Inc., to license and exhibit up to 12 premier
movie features per year.


Item 3. Controls and Procedures


As of the end of the fiscal quarter to which this report relates  (September 30,
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.

                                       29
<PAGE>




                                    PART II


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.  Currently, OSHA has not ruled on the complaint and the statutory time
period for such a ruling has past.  The company has no  knowledge of any attempt
by the Complainants to seek an appeal on this matter.

On September 27, 2005, Pop3 Media Corp.  ("Pop3) filed a complaint for breach of
contract against Peter Cetera ("Cetera"), one of its distributed artists, on the
master licensing agreement signed on September 24, 2004. The case was filed with
the Maricopa County Superior Court in Arizona, case caption, Pop3 Media Corp. v.
Peter Cetera, Case No.  CV2005-015197.  Management felt it was necessary to file
this lawsuit in order to preserve shareholder value after it was unable to reach
a  reasonable  solution  during  arbitration  held by the  American  Arbitration
Association in June 2005.

During  discussions  between  Roxxy  Corporation("Roxxy")  and Pop3 Media  Corp.
("Pop3") regarding the sale of Viastar Distribution Group, Inc. ("VDG"), Roxxy's
management  has  insisted  that  Pop3  settle  a  substantial   portion  of  its
outstanding and  potentially  outstanding  liabilities.  During the three months
ending September 30, 2005,  Pop3's  management,  under the advisement of outside
legal counsel,  has settled multiple  disputed claims by various  consultants in
order to satisfy  Roxxy's  management  concerns  regarding any potential sale of
VDG. It is Pop3's management's belief, that settling these disputes will prevent
any future litigation.  Pop3's management may also have to settle further claims
in order to complete the sale of VDG to Roxxy.

Item 2. Changes in Securities.

During the three months ended  September 30, 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 7, 2005, the Company issued 1,635,696 restricted common shares valued at
$24,535  for  consulting  services.  The  issuance  of the stock was exempt from
registration under Section 4(2) of the Securities Act.

On July 13, 2005, the Company issued 2,495,000  restricted  common shares valued
at $37,412 for  consulting  services.  The issuance of the stock was exempt from
registration under Section 4(2) of the Securities Act.

On July 19, 2005, the Company issued 7,430,000  restricted  common shares valued
at $124,097 for consulting  services.  On the same date, the company also issued
6,552,000  restricted common shares valued at $78,6623 for consulting  services.
The issuances of the stock were exempt from  registration  under Section 4(2) of
the Securities Act.



                                       30
<PAGE>

Item 2. Changes in Securities - Continued.

On September 22, 2005, the Company issued  24,896,756  restricted  common shares
valued at $253,947 for consulting services. The issuance of the stock was exempt
from registration under Section 4(2) of the Securities Act.

On September  28, 2005,  the Company  issued  500,000  restricted  common shares
valued at $3,000 as an employee bonus. On the same date, the company also issued
500,000 restricted common shares to a different employee as a bonus. Also on the
same date, the company issued 2,000,000  restricted common shares valued $22,000
for legal  services.  Finally,  on the same date, the company issued  11,362,390
restricted common shares valued at $102,262 for consulting services.  All of the
issuances of the stock were exempt from  registration  under Section 4(2) of the
Securities Act.

During  discussions  between  Roxxy  Corporation("Roxxy")  and Pop3 Media  Corp.
("Pop3") regarding the sale of Viastar Distribution Group, Inc. ("VDG"), Roxxy's
management  has  insisted  that  Pop3  settle  a  substantial   portion  of  its
outstanding and  potentially  outstanding  liabilities.  During the three months
ending September 30, 2005,  Pop3's  management,  under the advisement of outside
legal counsel,  has settled multiple  disputed claims by various  consultants in
order to satisfy  Roxxy's  management  concerns  regarding any potential sale of
VDG. It is Pop3's management's belief, that settling these disputes will prevent
any future litigation.  Pop3's management may also have to settle further claims
in order to complete the sale of VDG to Roxxy.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

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 Chief Financial Officer Pursuant  to Section 302
              of the  Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14
              under the Securities Exchange Act of 1934
32.1          Certification  of Chief   Executive  Officer Pursuant to 18 U.S.C.
              Section 1350.
32.2          Certification of Chief  Financial  Officer  Pursuant  to 18 U.S.C.
              Section    1350.

(b)  Reports on Form 8-K.

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

(1)           Form 8-K filed November 2, 2005 on Item 5.02 regarding resignation
              of John  Aquilino  as  President  and Chief  Executive Officer and
              appointment of Ari Bass  as new President, Chief Executive Officer
              and Board Member.

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<PAGE>




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 21st day of November,
2005. POP3 MEDIA CORP.

                                                        /s/ ARI BASS
                                                       -------------------------
                                                        By: Ari Bass
                             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/ ARI BASS           President and Chief Executive Officer       11/21/2005
 ---------------         (principal executive officer)
      Ari Bass



  /s/ SAM MESSINA        Chief Financial Officer                     11/21/2005
 ------------------      (principal financial and accounting officer)
      Sam Messina


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