8-K

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                        SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                     the Securities and Exchange Act of 1934


      Date of Report (Date of earliest event reported): December 7, 2000



                          Commission File Number 0-23243



                                POPMAIL.COM, INC.
             (Exact name of registrant as specified in its charter)




           MINNESOTA                                    31-1487885
   -------------------------                    -------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)



                         1333 CORPORATE DRIVE, SUITE 350
                                IRVING, TX 75038
                    (Address of principal executive offices)



          (Former Name or Former Address, if Changed Since Last Report)



       Registrant's telephone number, including area code: (972) 550-5500


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Item 5.  OTHER EVENTS

The Press Releases issued by the Registrant, dated December 7, 2000 and December
13, 2000, have been filed as Exhibits 99.1 and 99.2, respectively, to this Form
8-K and are incorporated herein by reference.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits.

                 99.1 Press Release dated December 7, 2000.

                 99.2 Press Release dated December 13, 2000.


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                            POPMAIL.COM, INC.


Date:  December 27, 2000                    By:  /s/ Stephen Spohn
                                            ---------------------------------
                                               Stephen Spohn
                                               Chief Financial Officer


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                                  EXHIBIT INDEX




99.1 Press Release dated December 7, 2000.

99.2 Press Release dated December 13, 2000.

EX-99.1

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EX-99.1

Thursday December 7, 5:56 pm Eastern Time

Press Release

POPMAIL.COM TAKES FURTHER STEPS TO PATH OF PROFITABILITY, SECURES $4 MILLION
TERM CREDIT FACILITY AND ANNOUNCES BOARD & MANAGEMENT CHANGES

IRVING, Texas--(BUSINESS WIRE)--Dec. 7, 2000--PopMail.com, Inc. (Nasdaq:POPM -
news), an online fan club services marketing company, today announces the
following additional steps taken in its continuing turnaround strategy to get to
profitability.

Highlights

     A $4 million term credit facility is created through GSI Partners. PopMail
     Network, PopMail.com's fan club email company based in Irving, TX,
     Streamlines operations to get to path of profitability.

     PopMail.com announces Ed Bardwell, Executive Vice President of Operations
     for PopMail Network as President of PopMail Network.

     PopMail.com announces Henry Fong of Gulfstream Financial Partners, LLC as a
     Director of the Board.

     Gary Schneider announces his resignation as CEO of PopMail.com.

$4 Million Term Credit Facility

PopMail.com announces it has secured a $4 million term credit facility through
GSI Ventures to finance its ongoing operations of the Company. To date, $200,000
has been raised and disbursed to the Company based on certain terms and
conditions of the term credit facility.

Cost Reductions at PopMail Network:

PopMail.com announces it has implemented further cost reductions to place
PopMail Network on the path to profitability. The majority of cuts were related
to the eventual elimination of the company's non-profitable email service called
PopFanMail. With the eventual elimination of this email service, 12 employee
positions were eliminated. The layoffs were spread across operations, sales and
marketing. Gary Schneider, CEO of PopMail.com states, "With these cost
reductions, PopMail Network should be a cash positive operation based on revenue
projections. While it has become difficult to raise cash in today's stock market
we must continue to make the right steps to get cash positive company wide.
PopMail Network will focus on its core fan club email service called
ENewsNotifier(TM), which is the single largest revenue generator for PopMail
Network."

Ed Bardwell Promoted to President of PopMail Network

PopMail.com announces Ed Bardwell, current Executive Vice President of PopMail
Network has been promoted to President of PopMail Network. Ed Bardwell was a
co-founder of ROI Interactive and was instrumental in the development and
execution of the ENewsNotifier(TM) fan club email service. Gary Schneider,
states, "Ed has done an outstanding job over the years at ROI Interactive where
ENewsNotifier(TM) was launched and now at PopMail Network. His skill set and
knowledge of the business provide him with the expertise needed to become
President of our fan club email service company in Irving, TX."

Henry Fong of Gulfstream Financial Partners, LLC Joins the Board as a Director.

PopMail.com announces further changes to its Board composition as Henry Fong
joins the Board as a Director. Schneider states, "We are extremely happy to have
someone of Henry's caliber on the board of PopMail.com. His business expertise
and knowledge of the financial markets will be of significant value to the
Company." PopMail.com also announces Mike Krienik and Steve Mauldin step down as
Directors.



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Gary Schneider Steps Down as CEO

PopMail.com announces the resignation of Gary Schneider as CEO. Schneider is
stepping down for personal reasons. His last day will be December 22nd. Company
officials will begin to look for his replacement immediately. Schneider states,
"We've made significant steps in increasing Internet revenues and reducing costs
to get the company on the path to profitability. Now with the Internet division
showing it is capable of generating positive cash, I feel now is the time for me
to step down so I can pursue other interests."

About PopMail.com, Inc.

PopMail.com, Inc. owns Fan Asylum, Inc, IZ.com and PopMail Network Inc., both
wholly owned subsidiaries and positions itself as an online fan club marketing
company, connecting people with their passions. The Company accomplishes this by
providing official fan club email and fan club services for recording artists,
sports teams, and clients in the broadcast, sports and entertainment industry.
These fan club services include access to preferred tickets, merchandise,
exclusive news, chat, discussion, outbound fan club email, official fan sites,
and access to discounted products related to the artist, sports team, or
personality.

PopMail.com plans to generate additional revenues and member registrations
through cross-marketing initiatives and further sales of its' fan club and email
services. Some of the Company's clients include the NBA, Ticketmaster, New York
Yankees, Denver Broncos, Dallas Stars, Radio City Music Hall, Columbia TriStar
Television, and broadcast stations from CBS, ABC, and FOX.

The Private Securities Litigation Reform Act of 1995 provides a "safe-harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made by or to be made by the Company) contains statements that are
forward-looking, such as statements relating to plans for future expansion. Such
forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future; and accordingly,
such results may differ from those expressed in any forward-looking statement
made by or on behalf of the Company. These risks and uncertainties include, but
are not limited to, completion of definitive purchase agreements, ability to
obtain needed capital, ability to attract and retain key and other personnel,
those relating to development activities, dependence on existing management,
leverage and debt service, domestic or global economic conditions, and changes
in customer preferences and attitudes. For more information, review the
Company's filings with the Securities and Exchange Commission.

Contact: PopMail.com, Inc.;   Steve Spohn, 972.550.5587;   sspohn@us.popmail.com

EX-99.2

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EX-99.2

Wednesday December 13, 4:09 pm Eastern Time

Press Release

PopMail.com Sells IZ.com

IRVING, Texas--(BUSINESS WIRE)--Dec. 13, 2000--PopMail.com, Inc. (Nasdaq:POPM -
news), an online fan club services marketing company, today announced it has
sold the assets of IZ.com, its wholly owned subsidiary in Bellevue, WA, to JBII
for a $2.25 million, non-interest bearing, eight year secured promissory note.

JBII is an entity controlled by the current management team at IZ.com. Related
to the sale of IZ.com, Management anticipates that all remaining goodwill
associated with the original IZ.com purchase will be expensed in December 2000.
The additional amortization charge will be approximately $36 million. The sale
of IZ.com will result in further net cost reductions for PopMail.com, positions
PopMail.com one step closer to profitability and follows last week's
announcement of the Company's reduction of expenses at its wholly owned
subsidiary PopMail Network, based in Irving, TX.

Gary Schneider, CEO of PopMail.com, states, "The IZ.com business model of
creating newsletters and e-business applications for high-end companies does not
fit the business model of PopMail.com. While IZ.com had revenue, its current
revenue did not cover expenses and thus was in a different stage of development
compared to other PopMail.com companies. It is our plan to be cash flow positive
as soon as possible and as indicated in previous announcements the Company will
no longer support any business opportunities that are still in development or
not cash positive. With the divesture of IZ.com and the reduction of expenses
implemented last week at PopMail Network, our Internet division consisting now
of Fan Asylum and PopMail Network, shows it is now on the path to profitability
based on today's current revenue projections and business plan."

About PopMail.com, Inc.

PopMail.com, Inc. owns Fan Asylum, Inc and PopMail Network Inc., both wholly
owned subsidiaries and positions itself as an online fan club marketing company,
connecting people with their passions. The Company accomplishes this by
providing official fan clubs and fan club email services for recording artists,
sports teams, and clients in the broadcast and entertainment industry. These fan
club services include access to preferred tickets, merchandise, exclusive news,
chat, discussion, outbound fan club and vanity email, official fan sites, and
access to discounted products related to the artist, sports team, or
personality.

PopMail.com plans to generate additional revenues and member registrations
through cross-marketing initiatives and further sales of its' fan club and email
services. Some of the Company's clients include the NBA, Ticketmaster, New York
Yankees, Denver Broncos, Dallas Stars, Radio City Music Hall, Columbia TriStar
Television, and broadcast stations from CBS, ABC, and FOX.

The Private Securities Litigation Reform Act of 1995 provides a "safe-harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made by or to be made by the Company) contains statements that are
forward-looking, such as statements relating to plans for future expansion. Such
forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future; and accordingly,
such results may differ from those expressed in any forward-looking statement
made by or on behalf of the Company. These risks and uncertainties include, but
are not limited to, completion of definitive purchase agreements, ability to
obtain needed capital, ability to attract and retain key and other personnel,
those relating to development activities, dependence on existing management,
leverage and debt service, domestic or global economic conditions, and changes
in customer preferences and attitudes. For more information, review the
Company's filings with the Securities and Exchange Commission.

Contact: PopMail.com, Inc., Irving; Steve Spohn 972.550.5587;
         sspohn@us.popmail.com