SecProbe.io

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      May 10, 2005

Via Fax & U.S. Mail

Mr. John D. Aquilino
PoP3 Media Corp.
President and Chief Executive Officer
2451 W. Birchwood Avenue, Suite 105
Mesa, Arizona  85202

Re:	PoP3 Media Corp.
	File No.  0-28485

Dear Mr. Aquilino:

      We have reviewed PoP3 Media`s (formerly ViaStar Media) June
30,
2004 Form 10-KSB/ Amendment #1 and April 8, 2005 response letter,
and
have the following comments:

June 30, 2004 Form 10-KSB/Amendment #1
Item 6.  Management`s Discussion and Analysis
General, page 18

1. Regarding your response to comment #1 and your revised
disclosures
on page 18, we continue to believe that Viastar`s acquisition of
Level X constitutes a reverse acquisition.  The substance of the
transaction is that the Level X shareholders obtained control of
the
combined company, notwithstanding the fact that the stock purchase
agreement occurred on two dates - July 18, 2003 and January 5,
2004.
Therefore, we re-issue our previous comment, as follows:

We note ViaStar`s issuance of 15,164,671 common shares and
1,904,100
preferred shares (convertible to approximately 38 million shares
of
common stock) related to the merger with Level X, and the
resulting
change in control.  Since the Level X shareholders obtained
control
of the combined company, Level X is considered the acquirer for
accounting purposes.  The staff views such transactions as capital
transactions rather than business combinations.  As such, the
historical financial statements furnished for ViaStar should be
those
of Level X with appropriate disclosure of the accounting treatment
thereof.  Please revise the financial statements and the related
textual disclosures

accordingly. In this regard, the financial statements of Level X
should be presented at its historical cost basis, and contain a
consolidated balance sheet as of June 30, 2004 and consolidated
statements of operations, cash flows and stockholders` equity for
the
two most recent fiscal years ended June 30, 2004 or from its
period
of inception to June 30, 2004, if shorter.   The 15,164,671 common
shares  issued to the former shareholders of Level X should be
reflected as outstanding in all periods for Level X with the
remaining 10,646,846 shares owned by the former shareholders of
ViaStar Holdings, Inc. reflected as if issued in a capital
transaction on the date of the exchange merger for financial
statement purposes.  Please amend your June 30, 2004 Form 10-K and
your December 30, 2004 Form 10-Q accordingly.

2. We note your response to our prior comment #2.  Since the March
31, 2004 MasterDisk acquisition is reflected in your June 30, 2004
Balance Sheet, no pro forma balance sheet is required pursuant to
Item 310(d) of Regulation S-B.  However, pro forma statements of
operations for the most recent fiscal year are required, if
material,
pursuant to Item 310(d) of Regulation S-B. Therefore, please
provide
these pro forma statements of operations in an amendment to your
June
30, 2004 Form10-KSB, as applicable. Also, if material, please
provide
MasterDisk`s financial statements pursuant to Item 310(c) of
Regulation
            S-B.

3. Regarding your response to our prior comment #3, please clarify
your disclosure which states that the accounting for subsidiaries
follows the purchase price accounting method.

Note 3.  Trade Name and Distribution Rights, page 46

4. We note your response to our prior comment #7.  Supplementally
tell us the facts and circumstances you relied upon in determining
that the Distribution Agreement is an indefinite lived intangible.
Please also cite the relevant paragraph in SFAS 142 that supports
your classification of a Distribution Agreement as indefinite
lived.
We may have additional comments after reviewing your response.

Note 7.  Stockholders` Equity
Investment in and Sale of Majority Interest, page 48

5. Your response to our prior comment #8 states that you revised
your
disclosures to clarify that you are no longer liable for any MPI
debts; however, no revisions were noted.  Please revise the
disclosure in future filings.

December 30, 2004 Form 10-Q
Balance Sheet, page 4

6. We note your response to our prior comment #10.  Regarding the
Artist Advances, supplementally tell us, for each period
presented,
the amount of royalties owed to each respective artist for which
you
have recorded an Artist Advance, and the royalty offset to the
related Artist Advance.  Also, supplementally tell us the specific
authoritative literature relied upon in determining the accounting
for these amounts.  Regarding the Business Development costs,
supplementally tell us why you did not amortize the prepaid
expense
during the first and second quarters.

      Please file your response to our comments via EDGAR within
ten
business days from the date of this letter.  Please understand
that
we may have additional comments after reviewing your response.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Nancy Bonham at (202) 551-3326, or James
Campbell, Review Accountant, at (202) 551-3329 if you have
questions
regarding the above comments.  Please call me at (202) 551-3812
with
any other questions.

      Sincerely,

      Michael Fay
      Branch Chief

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Mr. Aquilino
PoP3 Media Corp.
Page 4

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