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                                                Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-32232

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 18, 2000)


                                POPMAIL.COM, INC.

                        10,077,798 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
May 18, 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 May 18, 2000.

         On August 18, 2000, the Company agreed to amend Warrant No. BCP-2 to
purchase 150,000 shares of the Company's Common Stock at an exercise price of
$2.25, and Warrant No. BCP-3 to purchase 250,000 shares of the Company's Common
Stock at an exercise price of $2.00 held by Blake Capital Partners, LLC., to
change the exercise price of both warrants 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