SecProbe.io

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          2451 West Birchwood Avenue o Suite 105 o Mesa Arizona o 85202
           Phone: 480.894.0311 o Fax: 480.894.0074 o www.pop3media.com

Michael Fay
Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549

Re:      Pop3 Media Corp.
         File No. 0-28485

Dear Mr. Fay:

We have provided our responses to your comments along with a marked amended Form
10-KSB.  Our auditor,  Shelly  International  CPA will file an amended  audit to
integrate  the  answers  to your  comments  when we have  satisfied  all of your
comments.  The  following  are the  responses to comments in your March 21, 2005
letter:

1)   The  wording of Item 6,  Management's  Discussion  and  Analysis,  has been
     corrected to more accurately  describe the events  surrounding the purchase
     of Level X Media Corporation by the Company.

2)   The  wording on Item 6,  Management's  Discussion  and  Analysis,  has been
     corrected to more accurately  describe the events  surrounding the purchase
     of Masterdisk  Corporation  and its financial  statements  pursuant to Item
     310(c)  and pro  forma  financial  statements  reflecting  the  acquisition
     pursuant to Item 310(d) have been furnished.

3)   We have added  Item 7a,  Critical  Accounting  Issues,  to more  accurately
     disclose our critical accounting policies.

4)   The wording on June 30, 2004  Financial  Statements  has been  corrected to
     disclose the amount of our bad debt allowance.

5)   The  mastering  process  is  generally  completed  within  8  hours  of the
     commencement  of the work. The revenue is recognized upon the completion of
     the work. Any deposits taken from  customers  before the project  commences
     are listed as  liabilities.  The wording on Note 1,  Overview of Operations
     and Accounting  Policies Revenue  Recognition,  have been corrected to more
     accurately reflect the revenue recognition process.

6)   The wording on Note 2, Property and Equipment,  has been deleted to reflect
     the estimates of lives and recoverability will not change.

7)   Please see Note 3 on page 43. We have  described that we are not amortizing
     our  intangible  assets and  periodically  review our  intangibles  for any
     impairments.

8)   The  wording  on Note 7,  Stockholders'  Equity  Investment  in and Sale of
     Majority Interest,  has been corrected to more accurately  disclose that we
     are no longer liable for any MPI debts.

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9)   The 10,000,000 shares of common stock issued to the MasterDisk shareholders
     were not  registered.  The  shares  were  issued to the  three  controlling
     shareholder of MasterDisk pursuant to a stock purchase agreement whereby we
     acquired a 100% interest in MasterDisk Corporation.  The shares were issued
     pursuant to Section 4(2) of the  Securities  Act of 1933,  as this offering
     was a  private  offering  involving  three  controlling  shareholders,  the
     controlling  shareholders were accredited investors as such term is defined
     in  Rule  501 of  Regulation  D,  there  was  no  general  solicitation  or
     advertising involved in connection with the offering.

10)  We have  accounted for the Business  Development  Costs as a prepaid asset.
     The  costs  pertain  to a one year  agreement  with a  consultant  that was
     entered into during  August 2004 to provide  introductions  to  prospective
     customers as well as investor  relation  services.  We did not amortize the
     prepaid expense amount during the first and second quarter, but will adjust
     prepaid expense  ratably in our third quarter  report.  Artist Advances are
     costs paid to produce  the  records of  artists  that are  currently  under
     contract with Pop3 Media Corp.'s  record label  divisions.  These costs are
     fully  recoupable as per the artist  contract with Pop3 Media Corp. and are
     set off against any royalty that maybe due the artist.

11)  The shares of preferred  stock issued to the Level X shareholders  were not
     registered. The shares were issued to the single controlling shareholder of
     Level X  pursuant  to the  terms of a Plan of  Merger  whereby  Level X was
     merged into our company. The shares were issued pursuant to Section 4(2) of
     the  Securities  Act of  1933,  as this  offering  was a  private  offering
     involving  only  a  single   controlling   shareholder,   the   controlling
     shareholder was an accredited  investor as such term is defined in Rule 501
     of Regulation D, there was no general  solicitation or advertising involved
     in connection with the offering.

     Please do not hesitate to contact me with any questions.

     Sincerely,

     John D. Aquilino
   -------------------
     John D. Aquilino/Chief Executive Officer and President
     Pop3 Media Corp.

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