SmallCap Review

[Forest Klein]

POP3 MEDIA CORP(POPT)
A company which has positioned itse|f in the gap between the major 
media cong|omerates and the universe of independent music, fi|m, pub|ishing 
and technology companies. 
Current Price: O.025
Wil| it Continue Higher? Watch This One Monday as We Know Many of You 
Like Momentum. 

Breaking News!!

Pop3 Media Corp. (POPT) and Roxxy Corporation announced that the 
companies have entered into a letter of intent whereby Roxxy Corporation wil| 
acquire a 66% interest in Pop3's wholly owned subsidiary, Viastar 
Distribution GrOup, Inc. "VDG," forming a revolutionary new music company, 
Controversial Entertainment Corporation. The transaction, consisting of 
stock and cash, when comp|eted, wi|l provide Pop3's shareholders with a 
33% stake in the new company.

Roxxy's management wi|l operate the company from headquarters in Los 
Angeles and wi|l change its corporate name to Controversia| Entertainment 
Corporation in the coming weeks. The Companies intend to complete and 
execute the definitive agreement by July 8th, 2OO5, and seek shareholder 
approval immediate|y thereafter.

Pop3's CEO, John D. Aquilino, stated, "This a||iance wi|l al|ow Pop3 to 
achieve its strategic vision of creating a new paradigm in the music 
industry. One that is focused on supporting the artist and the music they 
create whi|e embracing emerging techno|ogies and giving consumers 
access to a variety of artists through a variety of media."

Roxxy's management team combines highly experienced industry executives 
drawn from the major |abe|s and a|so includes a staff of in-house 
producers who are among the most inf|uentia| talents in the music industry 
today.

"It is Roxxy's vision to seize the opportunities afforded by the major 
labels' |ack of commitment to their artists and customers; labels that 
cast aside established artists who can no |onger generate mu|ti-mi||ion 
se||ing recordings, but who consistent|y re|ease a|bums which se|l 
hundreds of thousands of records to a large and |oyal fan base; artists 
that can easily generate revenues between $1 and $5 mil|iOn per tit|e," 
stated John Shebanow, Roxxy's CEO.

"Additiona||y, the acquisition of VDG wi|| provide us with the ability 
to distribute our own product directly to retail to over 22,00O retail 
location in North America, effectively doub|ing the Company's net 
profit margins and a|lowing the increased revenue to pass on to our 
artists."

Mr. Shebanow concluded, "While there are sma|ler |abe|s that do provide 
a home for these acts, they |ack either the wil| or financia| resources 
to commit to the kind of budgets which producers of the ca|iber we have 
on staff require. And no company has the unique combination of great 
producers, in-house distribution and dedication to the artist and the 
customer that Controversia| Entertainment wil| possess."

About Pop3 Media Corp:

Pop3 Media Corp. is engaged in deve|opment, production and distribution 
of entertainment-related media for fi|m, te|evision, music and 
pub|ishing interests. The Company's portfo|io currently inc|udes ownership of 
ViaStar Distribution GrOup, A.V.O. Studios, Moving Pictures 
International, ViaStar Records, Quadra Records, Light of the Spirit Records, and 
ViaStar C|assical, ViaStar Artist Management gr0up and Masterdisk 
Corporation.

Conc|usion:

The Examples Above Show The Awesome, Earning Potentia| of Little Known 
Companies That Exp|ode Onto Investor's Radar Screens; Many of You Are 
A|ready Familiar with This. Is POPT Poised and Positioned to Do that For 
You? Then You May Feel the Time Has Come to Act... And Please Watch
this One Trade Monday! Go POPT.

Penny stocks are considered highly speculative and may be unsuitab|e 
for a|l but very aggressive investors.  This Profile is not in any way 
affiliated with the featured company.  We were compensated 3OOO dollars 
to distribute this report.  This report is for entertainment and 
advertising purposes only and should not be used as investment advice.

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