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                                                Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-40694

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JULY 17, 2000)


                                POPMAIL.COM, INC.

                        7,394,282 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
July 17, 2000 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 highlights and replaces some information in the prospectus
dated July 17, 2000.

         On August 18, 2000, the Company agreed to split Warrant No. G-1 held by
The Shaar Fund, Ltd. into two Warrants, one Warrant to purchase 400,000 shares
of the Company's Common Stock at an exercise price of $2.51 per share and one
Warrant to purchase 100,000 shares of the Company's Common Stock at an exercise
price of $2.51 per share ("Warrant No. G-2"). We then agreed to amend the
Warrant to purchase 400,000 shares to change the exercise price to $.0625.

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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