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                                                Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-85243

SECOND PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 26, 1999)


                                POPMAIL.COM, INC.

                        2,938,583 SHARES OF COMMON STOCK



         Our common shares are traded on the NASDAQ SmallCap Market under the
symbol "POPM." The last reported sale price of our common shares on August 22,
2000 was $0.92 per share. Selling shareholders identified in this prospectus are
offering all of the shares to be sold in the offering. The Company will receive
proceeds from the exercise of warrants in this offering.

         This prospectus supplement reflects a change to the prospectus dated
August 26, 1999, as supplemented by that Prospectus Supplement dated November
15, 1999 with respect to the exercise price for the Warrant held by certain
selling shareholders. This prospectus supplement should be read together with
the prospectus and prospectus supplement, and highlights and replaces some
information in the prospectus dated August 26, 1999.

         On August 18, 2000, the Company agreed to amend Warrant No. C-3 to
purchase 100,000 shares of the Company's Common Stock at an exercise price of
$2.00, held by The Shaar Fund, Ltd., to change the exercise price to $0.625.

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          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
          SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
          SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE
          ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
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           The date of this prospectus supplement is August 23, 2000.