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Filed Pursuant to Rule 424(b)(3)
File No. 333-85243
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 November 11, 1999
was $2.016 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 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 August 26, 1999.
On November 12, 1999, the Company reissued Warrant No. C-1 held by The
Shaar Fund, Ltd. into two Warrants, one Warrant to purchase 200,000 shares of
the Company's Common Stock at an exercise price of $3.00 per share ("Warrant No.
C-1a") and one Warrant to purchase 100,000 shares of the Company's Common Stock
at an exercise price of $3.00 per share ("Warrant No. C-1b"). We then agreed to
amend Warrant No. C-1a to change the exercise price to $1.00.
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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 November 15, 1999
