<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 2000
                         REGISTRATION NO. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                    MINNESOTA
                 (State or other jurisdiction of incorporation)

                                   31-1487885
                        (IRS Employer Identification No.)

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

                   IZ.COM INCORPORATED 1999 STOCK OPTION PLAN
             POPMAIL.COM, INC. SUBSIDIARY ADVISOR STOCK OPTION PLAN
                              (Full title of Plans)

                                GARY W. SCHNEIDER
                                POPMAIL.COM, INC.
                         1333 CORPORATE DRIVE, SUITE 350
                               IRVING, TEXAS 75038
                     (Name and address of agent for service)

                                 (972) 550-5500
          (Telephone Number, Including Area Code, of Agent for Service

                                   Copies to:

                             PHILIP J. TILTON, ESQ.
                       MASLON EDELMAN BORMAN & BRAND, LLP
                               3300 NORWEST CENTER
                           MINNEAPOLIS, MN 55402-4140
                                 (612) 672-8200
<TABLE>
<CAPTION>


                                               CALCULATION OF REGISTRATION FEE
===============================================================================================================================
  TITLE OF SECURITIES TO BE     PROPOSED MAXIMUM AMOUNT       PROPOSED MAXIMUM      AMOUNT OF AGGREGATE     REGISTRATION FEE
         REGISTERED             TO BE REGISTERED (1)(2)      OFFERING PRICE PER      OFFERING PRICE(1)
                                                                  SHARE(1)
-------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                           <C>                   <C>                      <C>
common stock ($0.01 per             694,965 shares                 $.406                 $282,156               $74.49
value per share)

===============================================================================================================================
</TABLE>

(1)      Estimated solely for purposes of computing the registration fee in
         accordance with Rule 457(h) and based upon the average of the high and
         low prices of the Registrant's common stock on Nasdaq on October 9,
         2000.
(2)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares of common stock offered hereby
         as the result of any future stock split, stock dividend or similar
         adjustment of the Registrant's outstanding common stock.



<PAGE>   2


                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by PopMail.com, inc.,
a Minnesota corporation (the "Registrant," "PopMail" or the "Company"), relating
to 500,000 shares of common stock, par value $.01 per share, issuable upon
exercise of options that may be granted under the Company's Subsidiary Advisor
Stock Option Plan (the "Subsidiary Advisor Plan"), together with 194,965 shares
of PopMail common stock (the "IZ Option Shares") acquired by the selling
shareholders identified on page 19 (the "Selling Shareholders") pursuant to
exercise of options issued under the IZ.com Incorporated 1999 Stock Option Plan
(the "IZ Plan") assumed by PopMail in connection with the February 9, 2000
merger by and among the Company, IZ Acquisition Corporation (a wholly owned
subsidiary of the Company) and IZ.com Incorporated. The IZ Option Shares were
acquired during the period commencing on February 9, 2000 and ending on July 21,
2000 when the Company filed a registration statement on Form S-8 covering sales
of shares of common stock issuable after July 21, 2000 upon exercise of options
granted under the IZ Plan.

         Pursuant to General Instruction (C)(1) of Form S-8, this Registration
Statement contains a "reoffer prospectus" pertaining to the IZ Option Shares
prepared in compliance with the requirements of Part I of Form S-3.





























                                       ii

<PAGE>   3



                               OCTOBER  11, 2000

                     SELLING SHAREHOLDER OFFERING PROSPECTUS
                               POPMAIL.COM, INC.
                         194,965 SHARES OF COMMON STOCK

         The 194,965 shares (the "IZ Option Shares") of common stock of
PopMail.com, inc. (the "Company") offered hereby on a resale basis by the
selling shareholders ("Selling Shareholders") identified on page 19 were issued
to the Selling Shareholders upon exercise of options granted to them under the
IZ.com Incorporated 1999 Stock Option Plan (the "IZ Plan") assumed by the
Company in connection with the February 9, 2000 merger by and among the Company,
IZ Acquisition Corporation (a wholly owned subsidiary of the Company) and IZ.com
Incorporated. The IZ Option Shares were acquired during the period commencing on
February 9, 2000 and ending on July 21, 2000 when the Company filed a
registration statement on Form S-8 covering shares of common stock issuable
after July 21, 2000 upon exercise of options granted under the IZ Plan.

         Our common stock is listed on the Nasdaq SmallCap Market under the
symbol "POPM." On October 10, 2000, the last sale price for the common stock as
reported on the Nasdaq SmallCap Market was $.438.

         The shares offered by this prospectus involve a high degree of risk.
SEE "RISK FACTORS" BEGINNING ON PAGE     FOR A DESCRIPTION OF FACTORS WHICH
SHOULD BE CONSIDERED BY INVESTORS BEFORE PURCHASING THE SHARES OFFERED BY THIS
PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. A REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THIS PROSPECTUS IS INCLUDED IN THE REGISTRATION STATEMENT THAT WAS FILED BY
POPMAIL.COM WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SELLING
SHAREHOLDERS CANNOT SELL THEIR SHARES UNTIL THAT REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE SHARES OR THE
SOLICITATION OF AN OFFER TO BUY THE SHARES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.

                The date of this Prospectus is October 11, 2000.


<PAGE>   4
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                      <C>
PROSPECTUS SUMMARY.......................................................................................................  3

RISK FACTORS.............................................................................................................  7

USE OF PROCEEDS.......................................................................................................... 18

SELLING SHAREHOLDERS..................................................................................................... 19

PLAN OF DISTRIBUTION..................................................................................................... 20

WHERE YOU CAN FIND MORE INFORMATION...................................................................................... 20

NOTE REGARDING FORWARD-LOOKING STATEMENTS................................................................................ 21

LEGAL MATTERS............................................................................................................ 21

EXPERTS.................................................................................................................. 21

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES........................................................................... 22

</TABLE>

        No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus. You must not rely on any information or representations not
contained in this prospectus, if given or made, as having been authorized by us.
This Prospectus is not an offer or solicitation in respect to these securities
in any jurisdiction in which such offer or solicitation would be unlawful. The
delivery of this prospectus shall not under any circumstances, create any
implication that there has been no change in our affairs or that the information
contained in this prospectus is correct as of any time subsequent to the date of
this prospectus. However, in the event of a material change, this Prospectus
will be amended or supplemented accordingly.


























                                       2


<PAGE>   5


                               PROSPECTUS SUMMARY

         As used in this prospectus, the terms "Company," "we," "us" and "our"
refer to PopMail.com, inc. and its consolidated subsidiaries.

THE COMPANY

         PopMail.com, inc. (f/k/a Cafe Odyssey, Inc.) consists of two divisions,
the Internet division and the restaurant division. Our Internet division
consists of three companies: PopMail Network, Inc. ("PopMail Network"), based in
Dallas, Texas, a provider of permission and affinity based email services to
broadcast stations, professional sports teams and other brand name clients in
the media and entertainment industries which creates an affinity network of high
profile brands; IZ.com, Inc. ("IZ"), based in Bellevue, Washington, a provider
of digital publishing services, newsletters and technology for high end brands,
and Fan Asylum, Inc., based in San Francisco, California ("Fan Asylum"), a
provider of official fan club sites for recording artists in the music industry.
Our Internet division is in the business of connecting entertainment and media
brands with their fans through the use of email, fan club sites and high end
publishing tools.

         The restaurant division develops, owns and operates restaurants with
multiple themed dining rooms designed to appeal to the upscale casual dining
market. We have Cafe Odyssey restaurants at the Mall of America in Bloomington,
Minnesota, which opened in June 1998, and in the Denver Pavilions in Denver,
Colorado, which opened in March 1999.

         We began operations as Hotel Mexico, Inc., which was incorporated in
Ohio in January 1994. The Kenwood Restaurant Limited Partnership, an Ohio
limited partnership was formed in June 1995 to own and operate the Kenwood Unit.
Hotel Mexico's operations and the net assets of the Kenwood Restaurant Limited
Partnership were combined in November 1996, and in August 1997, Hotel Mexico was
reorganized as Hotel Discovery, Inc., a Minnesota corporation. On May 21, 1998,
our Board of Directors and shareholders approved a change in corporate name from
Hotel Discovery, Inc. to Cafe Odyssey, Inc.

         On September 1, 1999, we completed a merger with popmail.com, inc.
("Old Popmail"). Old Popmail was a provider of Internet email services to radio
stations across the country. Following the merger, we changed our name from Cafe
Odyssey, Inc. to PopMail.com, inc.

         On December 3, 1999, ROI Acquisition Corporation, a Texas corporation
and our wholly-owned subsidiary, acquired, effective as of November 30, 1999,
substantially all of the assets and assumed substantially all of the liabilities
of ROI Interactive, LLC ("ROI"), a Texas limited liability company. ROI provides
exclusive email service and permission-based, opt-in marketing services to
broadcast stations and professional sports teams and other clients.

         Effective February 9, 2000, we acquired IZ.com Incorporated ("IZ.com"),
a Delaware corporation. IZ.com is developing a high end authoring tool that will
enable them to provide strong brand marketers with a multi platform tool for
private label and vertical label publishing.

         Effective June 15, 2000, we acquired Fan Asylum, Inc., a California
corporation. Fan Asylum operates and manages fan clubs and official artist web
sites for some of the entertainment industry's most popular musicians and groups
through the use of newsletters, email broadcasts, travel packages, tickets,
concert hotlines and web page management. Currently, Fan Asylum manages fan
clubs for 14 musicians or groups, including Aerosmith, Boyz II Men, Melissa
Etheridge and Whitney Houston, among others.



                                       3

<PAGE>   6


         Our executive offices are located at 1333 Corporate Drive, Suite 350,
Irving, Texas 75038 and our telephone number is (972) 550-5500.

RECENT DEVELOPMENTS

         We completed our acquisition of IZ.com on February 9, 2000. Under the
terms of the acquisition, IZ Acquisition Corporation, a Delaware corporation and
our wholly-owned subsidiary, merged into IZ.com, and IZ.com became our
wholly-owned subsidiary. In connection with the acquisition, IZ.com stockholders
received shares of our Series F Convertible Preferred Stock in exchange for
their IZ.com shares. As a result of the approval of our shareholders on June 13,
2000, the shares of Series F Preferred Stock will be convertible into
approximately 7,375,000 million shares of our common stock. We also assumed
IZ.com's outstanding options and warrants, which upon exercise are convertible
into approximately 3,350,000 shares of our common stock.

         At our annual shareholder meeting on June 13, 2000, our shareholders
elected Stephen D. King, Jesse Berst, Thomas W. Orr, Gary Schneider, and Michael
L. Krienik to serve on the Company's board of directors until the next meeting
of shareholders or until such person's successors have been duly elected and
qualified. Our shareholders also approved amendments to the Company's 1997 Stock
Option and Compensation Plan and the 1998 Director Stock Option Plan, which
increased the number of shares available under such plans to 3,000,000 and
750,000, respectively.

         In May 2000, we raised gross proceeds of $4.5 million from the private
placement offering of the Series G Preferred Shares, which have an aggregate
stated value of $6 million. The purchaser of the Series G Preferred Stock also
received a warrant to purchase up to 500,000 shares of our common stock at an
exercise price of $2.51 per share for no additional consideration. Dividends on
the Series G Preferred Stock, which are cumulative, accrue at a rate of 10
percent per annum, payable semi-annually, commencing on December 31, 2000. The
dividend rate on the Series G Preferred Stock increases to 14 percent per annum
upon any dividend payment default. At our option, the dividends may be paid in
cash or in the Company's common stock at the applicable conversion price of the
Series G Preferred Shares.

         The Series G Preferred Stock may not be converted before October 9,
2000. From October 10, 2000 to November 9, 2000, the conversion price will be
equal to 97% of the adjusted market price of the common stock; from November 10,
2000 to January 7, 2001 the conversion price will be equal to 94% of the
adjusted market price of the common stock; after January 8, 2001, the conversion
price will be equal to 91% of the adjusted market price of the common stock; and
if the common stock is delisted from Nasdaq, the conversion price will be equal
to 75% of the adjusted market price of the common stock. The number of shares of
common stock issuable upon conversion of the Series G Preferred Stock is limited
to 20 percent of the issued and outstanding shares of common stock on the date
the Series G Preferred Stock was issued, or approximately 7.2 million shares. We
have agreed to redeem for cash, at 105 percent of stated value, any shares of
Series G Preferred Stock which are not convertible into shares of common stock
as a result of the foregoing limitation.

         On June 15, 2000, we completed the acquisition of Fan Asylum, Inc., a
California corporation. Fan Asylum manages Web sites and fan clubs for 14 high
profile musical performers. Through its Web site management services, Fan Asylum
designs the fan club Web site graphics, creates the Web page content, manages
the on-line stores and hosts the fan club Web site for each of its artists. In
connection with the acquisition of Fan Asylum, we agreed to pay aggregate
purchase consideration, consisting of our common stock, valued at approximately
$9 million, of which 800,000 shares valued at $2 million (the "Initial Shares")
were delivered to Tim McQuaid, the former sole shareholder of Fan Asylum, at the
closing of the transaction. The remaining purchase consideration is payable
through the issuance of a total of 2,800,000 shares of common stock valued at
approximately $7 million (the "Earn Out Shares") ratably over the next year upon
Fan Asylum's satisfaction of specified customer acquisition objectives. The
Initial Shares and the Earn Out Shares may not be transferred until March 11,
2001, and after that date, no more than 25% of the total purchase price shares
may be sold during any 270 day period until June 14, 2003. The Earn Out Shares
are


                                       4

<PAGE>   7


subject to a reset provision under which, on the dates they are released from
the sale restrictions, the shares will be supplemented with additional shares to
bring the effective price for the shares being released to the current market
price.

         Under the terms and conditions governing the acquisition, Mr. McQuaid
is entitled, in certain circumstances, to cause the Company to repurchase the
Initial Shares for up to $2 million in cash. Our commitment to potentially
repurchase such shares is supported by a letter of credit currently secured by a
$2 million cash deposit.

         In June 2000, we sold 1,000,000 shares of common stock at a purchase
price of $3.00 per share to private investors, resulting in net proceeds to the
Company of approximately $2.7 million. At the time of the closing, the investors
received (a) five-year warrants to purchase 300,000 shares of common stock at an
exercise price of $1.00 per share and (b) so called "adjustable warrants" to
purchase additional shares of common stock at a nominal exercise price
(one-thousandth of a cent per share). The adjustable warrants, described below,
are intended to allow the investors to receive additional shares of common stock
in future periods to bring the effective price per share of the investment to a
percentage of the market value of the common stock on the date of adjustment.

         The common stock purchased by the investors and any shares purchased
under the warrants may not be sold or transferred for a period of 180 days after
the closing date. However, this restriction on transfer is terminated if the
average market price of our common stock for any 20 consecutive trading days is
$4.50 or greater. We have agreed to file a registration statement for the resale
of the shares within 60 days after the closing date, and to use our best efforts
to cause the registration statement to become effective within 120 days after
the closing date. This registration statement was filed with the Securities and
Exchange Commission (the "SEC") on August 14, 2000 but has not yet been declared
effective by the SEC. If we are unable to cause this registration statement to
be declared effective on or before October 13, 2000, the Company will incur
penalties of $3,000 per day, payable to the investors.

         One-third of the shares purchased by the June 2000 investors (an
aggregate 333,333 shares) are subject to adjustment in each of three "look-back"
periods, which consist of three consecutive 30-day trading periods following the
effective date of the registration statement covering the shares. However, there
is no right to such an adjustment for any look-back period if the average market
price for the lowest 10 trading days of any look-back period is greater than
$4.00 per share. The number of additional shares issuable for a look-back period
will be the amount sufficient to bring the effective purchase price for the
shares to a level equal to 75% of the average market price during the period
(with a minimum market price of $.47 that can be used for the calculation in the
first year after the investment). For example, if the average market price for
the first look-back period is $2.00 per share, the Company will adjust the
333,333 shares covered by the look-back period by issuing an additional 333,333
shares. This will bring the number of shares purchased for that portion of the
investment to a total of 666,666 shares for the first $1,000,000 of the original
investment, representing an effective price of $1.50 per share (75% of the $2.00
market price). The intention of the provision is to adjust the effective
purchase price in three equal installments over the three periods starting when
the registration statement becomes effective.

        In addition, under the adjustable warrants there is another potential
adjustment after one year from the closing date of the purchase, which is
effective in two instances: (a) if the shares for any look-back period were
adjusted but the full adjustment could not be taken because of the $.47 minimum
on the market price used in the calculation or (b) in any look-back period, the
investors elected not to exercise their rights to receive additional shares,
even though the average trading value for that period was less than $4.00 per
share.

         On September 15, 2000, the Company announced the execution of a letter
of intent to sell the Company's restaurant division to a corporation organized
by the division's current management group. The Company anticipates that the
sale, if consummated, will be completed in the fourth quarter of this fiscal
year.

         On July 27, 2000, Gary Schneider was appointed Chief Executive Officer
of the Company, replacing Stephen D. King, who was appointed Chairman of the
Board of Directors. On July 28, 2000, the Board of Directors elected Steve
Mauldin as a Director of the Company. Effective August 4, 2000, the Board of
Directors appointed Stephen Spohn as interim Chief Financial Officer. Mr. Spohn
replaced Thomas W. Orr, who resigned from that position effective June 30, 2000.
Mr. Orr remains a Director of the Company.


                                       5

<PAGE>   8


        Pursuant to an offer made by the Company to temporarily reduce the
exercise price attributable to certain common stock purchase warrants, during
the period from August 28, 2000 to September 18, 2000, 356,639 shares of the
Company's common stock were issued for aggregate proceeds of approximately
$267,479.

































                                       6



<PAGE>   9


                                  RISK FACTORS


        An investment in our common stock is very risky. You may lose the entire
amount of your investment. Prior to making an investment decision, you should
carefully review this entire prospectus and consider the following risk factors:

        WE HAVE INCURRED LOSSES TO DATE AND IF OUR REVENUES DO NOT IMPROVE, WE
WILL NEED ADDITIONAL FINANCING IN ORDER TO CONTINUE OPERATIONS AND PURSUE OUR
BUSINESS PLAN.

        We incurred net losses of approximately $24.1 million in the first six
months of 2000, $24.2 million during 1999, $6.7 million in 1998 and $4.0 million
in 1997 and had a working capital deficit of approximately $8.7 million as of
January 2, 2000. Our ability to continue our present operations and successfully
implement our expansion plans is contingent upon our ability to increase our
revenues and ultimately attain and sustain profitable operations. Without
additional financing, the cash generated from our current operations will not be
adequate to fund operations and service our indebtedness during 2000. There can
be no assurance that additional financing will be available on terms acceptable
to the Company or on any terms whatsoever. In the event that we are unable to
fund our operations and our business plan, we will be unable to continue as a
going concern.

        OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ SMALLCAP MARKET,
WHICH DELISTING COULD HINDER YOUR ABILITY TO OBTAIN ACCURATE QUOTATIONS AS TO
THE PRICE OF OUR COMMON STOCK, OR DISPOSE OF OUR COMMON STOCK IN THE SECONDARY
MARKET.

        Although our common stock is currently listed on the Nasdaq SmallCap
Market, we cannot guarantee that an active public market for our common stock
will continue to exist. In September 2000, the Company received a notice from
The Nasdaq Stock Market indicating that the Company's common stock had failed to
maintain a minimum bid price greater than or equal to $1.00 over the preceding
thirty consecutive trading days as required under Marketplace Rule 4310(c)(4).
Should the Company's common stock fail to achieve and maintain a bid price equal
to or greater than $1.00 for a minimum of ten consecutive trading days anytime
before December 12, 2000, the Company's common stock will be delisted from the
Nasdaq SmallCap Market. To satisfy this objective, the Company may choose to
implement a reverse stock split. In such event, there is a risk that the
Company's stock price will not rise fully in proportion to the reverse split,
resulting in a material loss in market value for the Company's shareholders. In
addition, we have responded to numerous inquiries from Nasdaq expressing concern
over various matters, including but not limited to a "going concern"
qualification expressed by our former independent auditors as of January 3,
1999. Accordingly, our securities may be delisted from the Nasdaq SmallCap
Market or be required to reapply for listing meeting the Nasdaq initial listing
requirements, which are generally more stringent than the requirements currently
governing the Company's listing. Additional factors giving rise to such
delisting could include, but are not be limited to: (1) a reduction of our net
tangible assets to below $2,000,000, (2) a reduction to one active market maker,
(3) a reduction in the market value of the public float of our securities to
less than $1,000,000, (4) a reduction of the trading price of our Common Stock
to less than $1.00 per share or (5) the discretion of the Nasdaq SmallCap
Market.

        In the event our securities are delisted from the Nasdaq SmallCap
Market, trading, if any, in our common stock would thereafter be conducted in
the over-the-counter markets in the so-called "pink sheets" or the National
Association of Securities Dealer's "Electronic Bulletin Board." Consequently,
the liquidity of our common stock would likely be impaired, not only in the
number of shares which could be bought and sold, but also through delays in the
timing of the transactions, reduction in the coverage of our securities by
security analysts and the news media, and lower prices for our securities than
might otherwise prevail. In addition, our common stock would become subject to
certain rules of the Securities and Exchange Commission relating to "penny
stocks." These rules require broker-dealers to make special suitability
determinations for purchasers other than established customers and certain
institutional investors and to receive the purchasers' prior written consent for
a purchase transaction prior to sale. Consequently, these "penny stock rules"
may adversely affect the ability of



                                       7

<PAGE>   10




broker-dealers to sell our common stock and may adversely affect your ability to
sell shares of our common stock in the secondary market.

         WE ARE DEPENDENT ON THE ONGOING SERVICES OF CERTAIN OF OUR EXECUTIVES,
THE LOSS OF WHICH COULD HAVE A DETRIMENTAL EFFECT ON OUR PROFITABILITY AND THE
MARKET PRICE OF OUR STOCK.

         Our plan of business development and our day-to-day operations rely
heavily on the experience of Stephen D. King, our Chairman, Gary Schneider, our
Chief Executive Officer, Jesse Berst, the Chief Operating Officer, and Stephen
Spohn, our Chief Financial Officer. The loss of any of them could adversely
affect the success of our operations and strategic plans and, consequently, have
a detrimental effect on the market price of our stock.

         WE MAY BE UNABLE TO HIRE QUALIFIED EMPLOYEES TO HELP IMPLEMENT AND
MANAGE OUR EXPANSION PLANS, WHICH INABILITY COULD BE DETRIMENTAL TO THE VALUE OF
YOUR INVESTMENT.

         Our success will depend in large part upon our ability to supplement
our existing management team. We will need to hire additional corporate level
and management employees to help implement and operate our plans for expansion
of our Internet and restaurant divisions. The demand for individuals with
management skills is high and many other businesses, most of which have greater
name recognition and resources than the Company, compete for their services. Any
inability or delay in obtaining additional key employees could have a material
adverse effect on our expansion plans and, consequently, the market value of our
stock.

         DUE TO OUR LIMITED OPERATING HISTORY, YOU MAY FIND IT DIFFICULT TO
ASSESS OUR ABILITY TO OPERATE PROFITABLY.

         We have only been operating our Mall of America restaurant since June
1998 and our Denver restaurant since March 1999. In addition, Old PopMail was
founded in December 1997, and ROI commenced operations in June 1998, while
IZ.com Incorporated was incorporated in February 1999. Consequently, we face the
added risks, expenses and difficulties related to developing and operating a new
business enterprise. Given our lack of significant operating history, investors
may have difficulty assessing the many factors which will determine our ability
to generate future profits.

         ONE INDIVIDUAL CONTROLS A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK AND
MAY INFLUENCE OUR AFFAIRS.

         Following our merger with popmail.com, inc. on September 1, 1999, James
L. Anderson was elected to our Board of Directors and served as its Chairman
until his resignation on January 24, 2000. Effective February 1, 2000, Mr.
Anderson resigned from our Board. Based upon a Schedule 13D filed with the
Securities and Exchange Commission on September 13, 1999, Mr. Anderson
controlled indirectly or directly, as of that date, approximately 59.6 percent
of our outstanding common stock. As of August 4, 2000, Mr. Anderson indirectly
or directly controlled approximately 22.6 percent of our outstanding common
stock. Accordingly, he may have the ability to determine the election of members
of the Board of Directors and determine the approval of corporate transactions
and other matters requiring shareholder approval. Unless and until Mr. Anderson
substantially decreases his percentage beneficial ownership in our common stock,
he will continue to have significant influence over our affairs.

         DUE TO THE LARGE NUMBER OF OUTSTANDING OPTIONS AND WARRANTS, OUR
SHAREHOLDERS FACE A RISK OF SUBSTANTIAL FUTURE DILUTION AND DOWNWARD PRESSURE ON
THE TRADING PRICE OF OUR COMMON STOCK.

         We have a total of 40,595,464 shares of our common stock reserved for
issuance pursuant to our stock options plans, outstanding preferred stock and
common purchase warrants. Most of these shares have either


                                       8

<PAGE>   11


been registered for resale or are subject to agreements providing for their
registration for resale under certain circumstances. Accordingly, our existing
shareholders face a substantial risk of dilution and the trading price of our
common stock may decrease as these convertible securities are exercised or
converted into shares of common stock and subsequently offered for sale through
the Nasdaq SmallCap Market.

        THERE IS A RISK THAT DUE TO THE LIMITATIONS PLACED ON THE CONVERSION OF
THE SERIES G PREFERRED SHARES, THE PREFERRED SHAREHOLDER'S INVESTMENT MAY NOT BE
CONVERTED INTO COMMON STOCK AND WOULD HAVE TO BE REDEEMED IN CASH.

        The total number of shares of Common Stock issuable upon conversion of
the Series G Preferred Stock and upon exercise of the Series G Warrant cannot
exceed 20 percent of the number of shares of Common Stock of the Company issued
and outstanding on May 2, 2000. In the event the holders of the Series G
Preferred Stock and Warrant are unable to convert preferred shares into common
stock because these limitations have been reached, we would be required to
redeem the Series G Preferred Shares in cash at 105 percent of the stated value
plus any accrued and unpaid dividends. It is possible that in such case we may
not have sufficient cash and cash equivalents necessary to redeem the Series G
Preferred Shares in cash.

        WE RELY HEAVILY ON OUR INTELLECTUAL PROPERTY RIGHTS AND OTHER
PROPRIETARY INFORMATION; FAILURE TO PROTECT AND MAINTAIN THESE RIGHTS AND
INFORMATION COULD PREVENT US FROM COMPETING EFFECTIVELY.

        Our success and ability to compete are substantially dependent on our
internally developed technologies and trademarks, which we seek to protect
through a combination of trade secret and trademark law, as well as
confidentiality or license agreements with our employees, consultants, and
corporate and strategic partners. If we are unable to prevent the unauthorized
use of our proprietary information or if our competitors are able to develop
similar technologies independently, the competitive benefits of our
technologies, intellectual property rights and proprietary information will be
diminished.

        WE MAY NOT PAY DIVIDENDS ON OUR COMMON STOCK, IN WHICH EVENT YOUR ONLY
RETURN ON INVESTMENT, IF ANY, WILL OCCUR ON THE SALE OF OUR STOCK.

         To date, we have not paid any cash dividends on our common stock, and
we do not intend to do so in the foreseeable future. Rather, we intend to use
any future earnings to fund our operations and the growth of our business.
Accordingly, the only return on an investment in our common stock will occur
upon its sale.

        PURSUANT TO ITS AUTHORITY TO DESIGNATE AND ISSUE SHARES OF OUR STOCK AS
IT DEEMS APPROPRIATE, OUR BOARD OF DIRECTORS MAY ASSIGN RIGHTS AND PRIVILEGES TO
CURRENTLY UNDESIGNATED SHARES WHICH COULD ADVERSELY AFFECT YOUR RIGHTS AS A
COMMON SHAREHOLDER.

        Our authorized capital consists of 100,000,000 shares of capital stock.
Our Board of Directors, without any action by the shareholders, may designate
and issue shares in such classes or series (including classes or series of
preferred stock) as it deems appropriate and establish the rights, preferences
and privileges of such shares, including dividends, liquidation and voting
rights. As of September 18, 2000, we have 45,991,200 shares of common stock,
193,183 shares of Series E Convertible Preferred Stock, 287,408 shares of Series
F Convertible Preferred Stock outstanding and 600,000 shares of Series G 10%
Convertible Preferred Stock. As of September 18, 2000, a further 40,595,464
shares of common stock have been reserved as follows:

         -    a maximum of 734,719 shares of common stock reserved for issuance
              upon exercise of the Series E Preferred Shares, 193,183 shares of
              which are currently outstanding;

         -    a maximum of 7,375,000 shares of common stock reserved for
              issuance upon conversion of Series F Convertible Preferred Stock;


                                       9

<PAGE>   12


         -    a maximum of 6,724,282 shares of common stock reserved for
              issuance in connection with the Series G 10% Convertible
              Preferred Stock and upon exercise of certain warrants issued in
              connection with the Series G Preferred Stock;

         -    3,348,895 shares of common stock issuable upon exercise of
              options granted under the IZ.com Incorporated stock option plan
              assumed by the Company;

         -    2,600,000 shares issuable upon the exercise of the Class A
              Warrants issued as part of our initial public offering and the
              partial exercise of the underwriter's over-allotment;

         -    16,062,568 shares issuable upon the exercise of outstanding
              warrants (excluding the warrants issued in connection with the
              sale of the Series G Preferred Stock);

         -    3,000,000 shares reserved for issuance under our 1997 Stock
              Option and Compensation Plan, of which options reverting to
              2,033,333 shares are currently outstanding;

         -    750,000 shares for issuance under our 1998 Director Stock Option
              Plan, of which options relating to 290,000 shares are currently
              outstanding.

         The rights of holders of preferred stock and other classes of common
stock that may be issued could be superior to the rights granted to holders of
the common stock. Our Board's ability to designate and issue such undesignated
shares could impede or deter an unsolicited tender offer or takeover proposal.
Further, the issuance of additional shares having preferential rights could
adversely affect the voting power and other rights of holders of common stock.

         MINNESOTA LAW MAY INHIBIT OR DISCOURAGE TAKEOVERS, WHICH COULD REDUCE
THE MARKET VALUE OF OUR STOCK.

         As a corporation organized under Minnesota law, we are subject to
certain Minnesota statutes which regulate business combinations and restrict the
voting rights of certain persons acquiring shares of its stock. By impeding a
merger, consolidation, takeover or other business combination involving the
Company or discouraging a potential acquiror from making a tender offer or
otherwise attempting to obtain control of the Company, these regulations could
adversely affect the market value of our stock.

         THE LIMITATIONS ON DIRECTOR LIABILITY CONTAINED IN OUR ARTICLES OF
INCORPORATION AND BYLAWS MAY DISCOURAGE SUITS AGAINST DIRECTORS FOR BREACH OF
FIDUCIARY DUTY.

         As permitted by Minnesota law, our Amended and Restated Articles of
Incorporation provide that members of our Board of Directors are not personally
liable to you or the Company for monetary damages resulting from a breach of
their fiduciary duties. These limitations on director liability may discourage
shareholders from suing directors for breach of fiduciary duty and may reduce
the likelihood of derivative litigation brought against a director by
shareholders on the Company's behalf. Furthermore, our Bylaws provide for
mandatory indemnification of directors and officers to the fullest extent
permitted by Minnesota law. All of these provisions limit the extent to which
the threat of legal action against our directors for any breach of their
fiduciary duties will prevent such breach from occurring in the first instance.

         PURSUING AND COMPLETING POTENTIAL ACQUISITIONS COULD DIVERT MANAGEMENT
ATTENTION AND FINANCIAL RESOURCES AND MAY NOT PRODUCE THE DESIRED BUSINESS
RESULTS.

         We do not have specific personnel dedicated solely to pursuing and
completing acquisitions. As a result, if we pursue any acquisition, our
management, in addition to fulfilling their operational responsibilities,


                                       10

<PAGE>   13

could spend significant time, management resources and financial resources to
pursue and complete the acquisition and integrate the acquired business with our
existing business.

         To finance any acquisition, we may use capital stock or cash or a
combination of both. Alternatively, we may borrow money from a bank or other
lender. If we use capital stock, our shareholders may experience dilution. If we
use cash or debt financing, our financial liquidity would be reduced. In
addition, acquisitions may result in nonrecurring charges or the amortization of
significant goodwill that could adversely affect our ability to achieve and
maintain profitability.

         Despite the investment of these management and financial resources and
completion of due diligence with respect to these efforts, an acquisition may
fail to produce the expected revenues, earnings or business and an acquired
service or technology may not perform as expected for a variety of reasons,
including:

         -    Difficulties in the assimilation of the operations, technologies,
              products and personnel of the acquired company,

         -    Risks of entering markets in which we have no or limited prior
              experience,

         -    Expenses of any undisclosed or potential legal liabilities of the
              acquired company,

         -    The applicability of rules and regulations that might restrict
              our ability to operate, and

         -    The potential loss of key employees of the acquired company.

         If we make acquisitions in the future and the acquired businesses fail
to perform as expected, our business operating results and financial condition
may be materially adversely affected.

         FAILURE TO MANAGE OUR GROWTH MAY ADVERSELY AFFECT OUR BUSINESS.

         We have grown rapidly and expect to continue the growth both by hiring
new employees and serving new business and markets. Our growth has placed, and
will continue to place, a significant strain on our management and our operating
and financial systems.

         Our personnel, systems, procedures and controls may be inadequate to
support our future operations. In order to accommodate the increased size of our
operations, we will need to hire, train and retain the appropriate personnel to
manage our operations. We will also need to improve our financial and management
controls, reporting systems and operating systems, all of which will require
significant ongoing investments of the efforts of key personnel.

         IF WE FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND
INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY FALL SIGNIFICANTLY.

         The market price of publicly traded securities generally reflects, to a
large degree, the expectations of industry analysts and significant investors
with respect to the short and long-term operating results of the issuers. When
issuers fail to meet such expectations, the market price of their publicly
traded securities usually decreases, sometimes significantly, and may not
recover. There can be no assurance that we will be able to satisfy the
expectations of market analysts and investors to avoid a precipitous drop in the
market price of our common stock.

                                INTERNET DIVISION

         WE HAVE ENTERED INTO NEW BUSINESS VENTURES IN AN EVOLVING INDUSTRY IN
WHICH THERE REMAIN UNPROVEN BUSINESS AND REVENUE MODELS.


                                       11

<PAGE>   14


         The Internet, music and email industry is rapidly evolving, extremely
competitive, and the market place for internet-related shares has been very
volatile. Furthermore, the music and email business continues to indicate
changing revenue models in the market place. Consequently, there can be no
assurance that sufficient revenues will be generated to support our current
operations and other capital requirements.

         IN LIGHT OF RECENT CONSOLIDATION IN THE BROADCAST INDUSTRY AND RECENT
DEVELOPMENTS IN THE MUSIC INDUSTRY, THE LOSS OF ANY SIGNIFICANT AFFILIATE OR
ARTIST CONTRACTS WOULD NEGATIVELY IMPACT OUR OPERATIONS.

         The last few years have brought substantial concentration of power
among a few players in the broadcast industry. Consequently, significant
portions of the industry are controlled by relatively few organizations. We
currently have over 500 clients. As consolidation increases, these contracts may
be merged or lost due to the landscape of the industry. In light of such
consolidation, however, the loss of any of these significant affiliation
contracts or our inability to enter into contracts with other clients in the
broadcast industry would negatively impact our operations.

         The reduction of artists touring and releasing new recording can
significantly impact the level of activity on the fan club sites, membership and
potential advertising associated with such.

         OUR EMAIL BASED PRODUCTS AND FAN CLUB SERVICES ARE DEPENDENT UPON THE
INTERNET.

         The success of our services and products will depend in large part upon
the continued development and expansion of the Internet. The Internet has
experienced, and is expected to continue to experience, significant and
geometric growth in the number of users and the amount of traffic. There can be
no assurance that the Internet infrastructure will continue to be able to
support the demands placed on it by this continued growth. In addition, the
Internet could lose its viability due to delays in the development or adoption
of new standards and protocols (for example, the next-generation Internet
Protocol) to handle increased levels of Internet activity, or due to increased
governmental regulation. There can be no assurance that the infrastructure or
complementary services necessary to make the Internet a viable commercial
marketplace will be developed, or, if developed, that the Internet will become a
viable commercial marketplace for services and products such as those we offer.
If the necessary infrastructure or complementary services or facilities are not
developed, or if the Internet does not become a viable commercial marketplace,
our business, results of operations, and financial condition will be materially
adversely affected.

         OUR FUTURE SUCCESS WILL DEPEND ON INCREASED ACCEPTANCE OF THE INTERNET
AS A MEDIUM OF COMMERCE.

         The market for Internet email, fan club sites, private label
newsletters and other services is relatively new and evolving rapidly. Our
future success will depend, in part, upon our ability to provide services that
are accepted by our existing and future clients as an integral part of their
business model in providing content and information to their fans and viewers.
The level of demand for Internet email, fan club sites, private label
newsletters and other services will depend upon a number of factors, including
the following:

         -    the growth in consumer access to, and acceptance of, new
              interactive technologies such as the Internet;

         -    the adoption of Internet-based business models;

         -    the development of technologies that facilitate two-way
              communications between companies and target audiences; and

         -    acquiring members to the brands services.


                                       12

<PAGE>   15


         Significant issues concerning the commercial use of Internet
technologies, including security, reliability, privacy, cost, ease of use and
quality of service, may inhibit the growth of services that use these
technologies. Our future success will depend, in part, on our ability to meet
these challenges, which must be met in a timely and cost-effective manner. We
cannot be sure that we will succeed in effectively meeting these challenges, and
our failure to do so could materially and adversely affect our business.

         Industry analysts and others have made many predictions concerning the
growth of the Internet as a business medium. Many of these historical
predictions have overstated the growth of the Internet. These predictions should
not be relied upon as conclusive. The market for our Internet email and fan club
services may not continue to grow, our services may not be adopted and
individual personal computer users in business or at home may not use the
Internet or other interactive media for commerce, interaction and communication.
If the market for Internet email, fan club sites and other services fails to
sustain growth, or develops more slowly than expected, or if our services do not
achieve market acceptance, our business would be materially and adversely
affected.

         INTERNET STOCKS ARE SUBJECT TO MARKET VOLATILITY.

         The stock market in general, and the market prices for Internet-related
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These fluctuations may
adversely affect our stock price.

         If Internet usage does not continue to grow or its infrastructure
fails, our business will suffer. If the Internet does not gain increased
acceptance for business-to-consumer electronic commerce, our business will not
grow or become profitable. We cannot be certain that the infrastructure or
complementary services necessary to maintain the Internet as a useful and easy
means of transferring documents and data will continue to develop. The Internet
infrastructure may not support the demands that growth may place on it and the
performance and reliability of the Internet may decline.

         INCREASED COMPETITION RESULTING FROM AN INCREASE IN THE NUMBER OF EMAIL
FAN CLUB AND BRANDED LABEL NEWSLETTERS PROVIDERS MAY HAVE AN ADVERSE EFFECT ON
POPMAIL'S FUTURE BUSINESS OPERATIONS.

         Currently there are a growing number of email providers, artist web
sites, newsletters providers and competitors to our business. To the extent we
can execute our plan and are successful within the current target vertical
markets in which we compete (i.e., broadcast, media, sports, music and
entertainment), we anticipate continued growth of clients and members to our
email services, newsletters and artist fan club sites. Others currently are
competing and will attempt to compete in these Affinity vertical markets, which
may have an adverse affect on our future business operations.

         THERE IS A RISK THAT GOVERNMENT REGULATION OF THE INTERNET COULD BECOME
MORE EXTENSIVE.

         There are currently few laws or regulations directly applicable to
access to or commerce on the Internet. However, due to the increasing popularity
and use of the Internet, it is possible that a number of laws and regulations
may be adopted with respect to the Internet, covering issues such as user
privacy, pricing, characteristics, and quality of products and service. The
Telecommunications Reform Act of 1996 imposes criminal penalties on anyone who
distributes obscene, indecent, or patently offensive communications on the
Internet. Other nations, including Germany, have taken actions to restrict the
free flow of material deemed to be objectionable on the Internet. The adoption
of any additional laws or regulations may decrease the growth of the Internet,
which could in turn decrease the demand for our services and products, and
increase our cost of doing business or otherwise have an adverse effect on our
business, results of operations and financial condition. Moreover, the
applicability to the Internet of existing laws in various jurisdictions
governing issues such as property ownership, libel, and personal privacy is



                                       13
<PAGE>   16

uncertain and will take years to resolve. Any such new legislation or regulation
could have a material adverse effect on our business, results of operations, and
financial condition.

         WE MAY NOT BE ABLE TO GENERATE SUFFICIENT REVENUE IF THE ACCEPTANCE OF
ONLINE ADVERTISING, WHICH IS NEW AND UNPREDICTABLE, DOES NOT DEVELOP AND EXPAND
AS WE ANTICIPATE.

         We plan to derive a substantial portion of our future revenues from
online advertising and direct marketing in our branded email, fan club
newsletters, artist web sites and Web-based programs. If these services do not
continue to achieve market acceptance, we may not generate sufficient revenue to
support our continued operations. The Internet has not existed long enough as an
advertising medium to demonstrate its effectiveness relative to traditional
advertising. Advertisers and advertising agencies that have historically relied
on traditional advertising remain slow to adopt online advertising. Many
potential advertisers have limited or no experience using email or the Web as an
advertising medium. They may have allocated only a limited portion of their
advertising budgets to online advertising, or may find online advertising to be
less effective for promoting their products and services than traditional
advertising media. If the market for online advertising fails to develop or
develops more slowly than we expect, we may not sustain revenue growth or
achieve or sustain profitability.

         The market for email advertising in general is vulnerable to the
negative public perception associated with unsolicited email, known as "spam."
Public perception, press reports or governmental action related to spam could
reduce the overall demand for email advertising in general, which could reduce
our revenue and prevent us from achieving or sustaining profitability.

         IF WE DO NOT MAINTAIN AND EXPAND OUR CLIENT AND MEMBER BASE WE MAY NOT
BE ABLE TO COMPETE EFFECTIVELY FOR ADVERTISERS.

         Our revenue has been derived primarily from the licensing of our email
services, set up and hosting fees through PopMail Network, creating content
through IZ.com for specific brands and from management fees, ticket fees,
commerce fees and artist travel packages through Fan Asylum. All three copies
are seeking to provide timely and relevant information to their clients
customers, fans and viewers with personalized content and information that is of
most interest to the opt-in member or fan, through targeted email, personalized
newsletters and fan club sites. If we are unable to maintain and expand our
affinity brand member base and add clients to our "affinity brand network,"
advertisers could find our audience less attractive and effective for promoting
their products and services and we could experience difficulty retaining our
existing advertisers and attracting additional advertisers. To date, we have
relied on referral-based marketing activities to attract a portion of our
members and will continue to do so for the foreseeable future. This type of
marketing is largely outside of our control and there can be no assurance that
it will generate rates of growth in our member base comparable to what we have
experienced to date.

         We would also be unable to grow our member base if a significant number
of our current members and clients stopped using our service. Members may
discontinue using our service if they object to having their online activities
tracked or they do not find our content useful. In addition, our service allows
our members to easily unsubscribe at any time by clicking through a link
appearing at the bottom of our email messages and selecting the particular
categories from which they want to unsubscribe.

         OUR BUSINESS DEPENDS ON OUR ABILITY TO PROVIDE SERVICES THAT CREATE,
DELIVER AND DISTRIBUTE RELEVANT AND APPEALING CONTENT FROM AND FOR OUR CLIENTS
THROUGH OUR AFFINITY EMAIL SERVICES, PUBLISHING TOOLS AND FAN CLUB SITES; IF WE
ARE NOT ABLE TO CONTINUE TO DELIVER SUCH CONTENT OR TO PROVIDE SUCH SERVICES, WE
MAY BE NOT ABLE TO MAINTAIN AND EXPAND OUR MEMBER AND FAN BASE, WHICH COULD
NEGATIVELY AFFECT OUR ABILITY TO RETAIN AND ATTRACT THE ADVERTISERS WE NEED TO
GENERATE ADDITIONAL REVENUES.

                                       14
<PAGE>   17

         Through IZ.com and Fan Asylum, we have relied on our editorial staff to
identify and develop substantially all of our content utilizing content derived
from other parties and from our clients. Because our members' preferences are
constantly evolving, our editorial staff may be unable to accurately and
effectively identify and develop content that is relevant and appealing to our
members. As a result, we may have difficulty maintaining and expanding our
member base, which could negatively affect our ability to retain and attract
advertisers. If we are unable to retain and attract advertisers our revenue will
decrease. Additionally, we license a small percentage of our content from third
parties. The loss, or increase in cost, of our licensed content may impair our
ability to assimilate and maintain consistent, appealing content in our email
messages or maintain and improve the services we offer to consumers. We intend
to continue to strategically license a portion of our content for our emails
from third parties, including content that is integrated with internally
developed content. These third-party content licenses may be unavailable to us
on commercially reasonable terms, and we may be unable to integrate third-party
content successfully. The inability to obtain any of these licenses could result
in delays in product development or services until equivalent content can be
identified, licensed and integrated. Any delays in product development or
services could negatively affect our ability to maintain and expand our member
base.

         IF WE DO NOT RESPOND TO OUR COMPETITION EFFECTIVELY, WE MAY LOSE
CURRENT CLIENTS AND MEMBERS AND FAIL TO ATTRACT NEW ADVERTISERS, REDUCING OUR
REVENUES AND HARMING OUR FINANCIAL RESULTS.

         We face intense competition from both traditional and online
advertising and direct marketing businesses. If we do not respond to this
competition effectively, we may not be able to retain current advertisers or
attract new advertisers, which would reduce our revenue and harm our financial
results. Currently, several companies offer competitive email direct marketing
services, such as coolsavings.com, MyPoints.com, NetCreations, YesMail.com,
Digital Impact and Exactis. We also expect to face competition from online
content providers, list aggregators as well as established online portals and
community Web sites that engage in direct marketing programs. Additionally, we
may face competition from traditional advertising agencies and direct marketing
companies that may seek to offer online products or services.

         We also compete in high profile industries where our email services,
publishing tools and fan club site offerings must meet the demands of our fans
and clients. It is imperative that we continue to make enhancements to the email
services, publishing tool and fan club site offerings if we are to continue
growing our client and member base. Failure to make service and product
enhancements could significantly impact our financial results.

         WE DEPEND HEAVILY ON OUR NETWORK INFRASTRUCTURE AND IF THIS FAILS IT
COULD RESULT IN UNANTICIPATED EXPENSES AND PREVENT OUR MEMBERS FROM EFFECTIVELY
UTILIZING OUR SERVICES, WHICH COULD NEGATIVELY IMPACT OUR ABILITY TO ATTRACT AND
RETAIN MEMBERS AND ADVERTISERS.

         Our ability to successfully create and deliver our email messages and
private label newsletters and to keep fan club sites current depends in large
part on the capacity, reliability and security of our networking hardware,
software and telecommunications infrastructure. Failures within our network
infrastructure could result in unanticipated expenses to address such failures
and could prevent our members from effectively utilizing our services, which
could prevent us from retaining and attracting members and advertisers. While
our technology platform is considered state of the art, we do not currently have
fully redundant systems or a formal disaster recovery plan in place for all
companies. Our system is susceptible to natural and man-made disasters,
including earthquakes, fires, floods, power loss and vandalism. Further,
telecommunications failures, computer viruses, electronic break-ins or other
similar disruptive problems could adversely affect the operation of our systems.
Our insurance policies may not adequately compensate us for any losses that may
occur due to any damages or interruptions in our systems. Accordingly, we could
be required to make capital expenditures in the event of unanticipated damage.
In addition, our members depend on Internet service providers, or ISPs, for
access to our Web site. Due to the rapid growth of the Internet, ISPs and Web
sites have experienced significant system failures and could experience outages,
delays and other difficulties due to


                                       15
<PAGE>   18

system failures unrelated to our systems. These problems could harm our business
by preventing our members from effectively utilizing our services.

         OUR FUTURE SUCCESS WILL DEPEND ON INCREASED ACCEPTANCE OF THE INTERNET
AS A MEDIUM OF COMMERCE.

         The market for Internet email and other services is relatively new and
evolving rapidly. Our future success will depend, in part, upon our ability to
provide services that are accepted by our existing and future members as an
integral part of their business model. The level of demand for Internet email
and other services will depend upon a number of factors, including the
following:

         -    the growth in consumer access to, and acceptance of, new
              interactive technologies such as the Internet;

         -    the adoption of Internet-based business models; and

         -    the development of technologies that facilitate two-way
              communication between companies and target audiences.

         Significant issues concerning the commercial use of Internet
technologies, including security, reliability, cost, ease of use and quality of
service, remain unresolved and may inhibit the growth of services that use these
technologies. Our future success will depend, in part, on our ability to meet
these challenges, which must be met in a timely and cost-effective manner. We
cannot be sure that we will succeed in effectively meeting these challenges, and
our failure to do so could materially and adversely affect our business.

         Industry analysts and others have made many predictions concerning the
growth of the Internet as a business medium. Many of these historical
predictions have overstated the growth of the Internet. These predictions should
not be relied upon as conclusive. The market for our Internet email services may
not develop, our services may not be adopted and individual personal computer
users in business or at home may not use the Internet or other interactive media
for commerce and communication. If the market for Internet email and other
services fails to develop, or develops more slowly than expected, or if our
services do not achieve market acceptance, our business would be materially and
adversely affected.

         WE MAY INCUR LIABILITY FOR THE INVASION OF PRIVACY.

         The Federal Trade Commission has investigated businesses that have used
personally identifiable information without permission or in violation of a
stated privacy policy. We have established and communicated to our members a
privacy policy. In the event that we convey personally identifiable information
to our corporate customers without permission or in violation of our stated
privacy policy, we may incur liability for the unlawful invasion of privacy.

                               RESTAURANT DIVISION

         OUR ABILITY, OR INABILITY, TO RESPOND TO VARIOUS COMPETITIVE FACTORS
AFFECTING THE RESTAURANT INDUSTRY MAY AFFECT THE MARKET PRICE OF OUR COMMON
STOCK.

         The restaurant industry is highly competitive and is affected by
changes in consumer preferences, as well as by national, regional and local
economic conditions, and demographic trends. Discretionary spending priorities,
traffic patterns, tourist travel, weather conditions, employee availability and
the type, number and location of competing restaurants, among other factors,
will also directly affect the performance of our restaurants. Changes in any of
these factors in the markets where we currently operate our restaurants could
adversely affect the results of our operations. Furthermore, the restaurant
industry in general is highly


                                       16
<PAGE>   19

competitive based on the type, quality and selection of the food offered, price,
service, location and other factors and, as a result, has a high failure rate.
The themed restaurant industry is relatively young, is particularly dependent on
tourism and has seen the emergence of a number of new competitors. We compete
with numerous well-established competitors, including national, regional and
local restaurant chains, many of which have greater financial, marketing,
personnel and other resources and longer operating histories than us. As a
result, we may be unable to respond to the various competitive factors affecting
the restaurant industry.

         WE HAVE ENTERED INTO NON-CANCELABLE LEASES UNDER WHICH WE ARE OBLIGATED
TO MAKE PAYMENTS FOR TERMS OF 12 TO 15 YEARS.

         We have entered into long-term leases relating to the Kenwood, Mall of
America and Denver restaurants. These leases are non-cancelable by us (except in
limited circumstances) and range in term from 12 to 15 years. Although we have
sold the Kenwood restaurant and assigned the related lease to an unrelated third
party who is currently making the required lease payments, we remain the primary
obligor under the lease. If we decide to close any of our existing restaurants,
we may nonetheless be committed to perform our obligations under the applicable
lease, which would include, among other things, payment of the applicable base
rent for the balance of the respective lease term. Such continued obligations
increase our chances of closing a restaurant without receiving an adequate
return on our investment.

         AMONG OTHER ECONOMIC FACTORS OVER WHICH WE HAVE NO CONTROL, THE SUCCESS
OF OUR RESTAURANTS WILL DEPEND ON CONSUMER PREFERENCES AND THE PREVAILING LEVEL
OF DISCRETIONARY CONSUMER SPENDING.

         The success of our restaurant division depends to a significant degree
on a number of economic conditions over which we have no control, including:

         -    discretionary consumer spending;

         -    the overall success of the malls, entertainment centers and other
              venues where Cafe Odyssey restaurants are or will be located;

         -    economic conditions affecting disposable consumer income; and

         -    the continued popularity of themed restaurants in general and the
              Cafe Odyssey concept in particular.

         Furthermore, most themed restaurants are especially susceptible to
shifts in consumer preferences because they open at or near capacity and
frequently respond to such shifts by experiencing a decline in revenue growth or
of actual revenues. An adverse change in any or all of these conditions would
have a negative effect on our operations and the market value of our common
stock.

         OUR RESTAURANT DIVISION IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION
WHICH COULD HAVE A NEGATIVE EFFECT ON OUR BUSINESS.

         The restaurant industry, and to a lesser extent, the retail
merchandising industry, are subject to numerous federal, state, and local
government regulations, including those relating to:

         -    the preparation and sale of food
         -    building and zoning requirements
         -    environmental protections
         -    minimum wage requirements
         -    overtime
         -    working and safety conditions
         -    the sale of alcoholic beverages
         -    sanitation

                                       17
<PAGE>   20

         -    relationships with employees
         -    unemployment
         -    workers compensation
         -    citizenship requirements

         Any change in the current status of such regulations, including an
increase in employee benefits costs, workers' compensation insurance rates, or
other costs associated with employees, could substantially increase our
compliance and labor costs. Because we pay many of our restaurant-level
personnel rates based on either the federal or the state minimum wage, increases
in the minimum wage would lead to increased labor costs. In addition, our
operating results would be adversely affected in the event we fail to maintain
our food and liquor licenses. Furthermore, restaurant operating costs are
affected by increases in unemployment tax rates, sales taxes and similar costs
over which we have no control.


                                 USE OF PROCEEDS

         We will not receive any proceeds from the resale of the shares offered
by this prospectus.



                                       18
<PAGE>   21


                              SELLING SHAREHOLDERS

         The following table sets forth the number of shares of the common stock
owned by the selling shareholders in this offering as of October 11, 2000 and
after giving effect to this offering.

<TABLE>
<CAPTION>
                                                 Shares          Percentage                           Percentage
                                              Beneficially       Beneficial          Number of        Beneficial
                                                 Owned            Ownership        Shares Offered      Ownership
                                                 Before            Before            by Selling          After
Name                                            Offering          Offering          Shareholder        Offering
----                                            --------          --------          -----------        --------
<S>                                           <C>                <C>               <C>                <C>
Andrea Stevenson                                 14,472              *                 14,472              *
Phaylen Abdullah                                 14,472              *                 14,472              *
Allen Grossman                                   14,472              *                 14,472              *
Alex Campbell                                    14,472              *                 14,472              *
Paul S. Kupferman                                11,573              *                 11,573              *
William A. Whittle                               14,472              *                 14,472              *
Eda Benjakul                                     14,472              *                 14,472              *
Beth Kochendorfer                                 7,724              *                  7,724              *
Lewis Silverberg                                 15,422              *                 15,422              *
Mike D. Kail                                      3,079              *                  3,079              *
Karen Chapman                                    30,869              *                 30,869              *
Tom Huppert                                       2,309              *                  2,309              *
Hollis Loesberg                                   2,900              *                  2,900              *
Mia Wasilovich                                    3,284              *                  3,284              *
Robin Hill                                        1,540              *                  1,540              *
Alison Gallant                                    1,437              *                  1,437              *
Rand Ballard                                      3,849              *                  3,849              *
Hiromi Morishita                                    975              *                    975              *
Frederick Nager                                   1,925              *                  1,925              *
Susan Sibold                                      2,900              *                  2,900              *
Jan Lucas                                        14,472              *                 14,472              *
Jimmy Chen                                          975              *                    975              *
Roy Eisenstein                                    2,900              *                  2,900              *
                                               --------                              --------
                                                194,965                               194,965
                                                =======                               =======
</TABLE>

------------
*Less than 1%.






                                       19
<PAGE>   22


                              PLAN OF DISTRIBUTION

         Sales of shares may be effected by the Selling Shareholders at various
times in one or more types of transactions (which may include block
transactions) on the Nasdaq SmallCap Market, in negotiated transactions, through
put or call options transactions relating to the shares, through short sales of
shares, or a combination of such methods of sale at market prices prevailing at
the time of sale or at negotiated prices. Such transactions may or may not
involve brokers or dealers. The Selling Shareholders have advised us that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of the shares, nor are there
any underwriters or coordinating brokers acting in connection with the proposed
sale of shares by the Selling Shareholders.

         The Selling Shareholders and any broker-dealers that act in connection
with the sale of securities might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
such broker-dealers and any profit on the resale of the securities sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act.

         Because the Selling Shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling
Shareholders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the Selling Shareholders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934, as amended, may apply to the Selling Shareholders' sales
in the market.

         The Selling Shareholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided such sales meet the criteria and conform to the requirements of that
Rule.


                       WHERE YOU CAN FIND MORE INFORMATION

         Federal securities law requires us to file information with the
Securities and Exchange Commission concerning its business and operations.
Accordingly, we file annual, quarterly, and special reports, proxy statements
and other information with the Commission. You can inspect and copy this
information at the Public Reference Facility maintained by the Commission at
Judiciary Plaza, 450 5th Street, N.W., Room 1024, Washington, D.C. 20549. You
can also do so at the following regional offices of the Commission:

         (1)      New York Regional Office, 7 World Trade Center, Suite 1300,
                  New York, New York 10048.

         (2)      Chicago Regional Office, Citicorp Center, 500 West Madison
                  Street, Suite 1400, Chicago, Illinois 60661.

         You can receive additional information about the operation of the
Commission's Public Reference Facilities by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding companies that, like PopMail.com, file information electronically with
the Commission.

         The Commission allows us to "incorporate by reference" information that
has been filed with it, which means that we can disclose important information
to you by referring you to the other information we have filed with the
Commission. The information that we incorporate by reference is considered to be
part of this prospectus, and related information that we file with the
Commission will automatically update and supersede information we have included
in this prospectus. We also incorporate by reference any future filings we make
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until the selling shareholders sell all of
their shares or until the registration rights of the selling shareholders
expire. This prospectus is part of a registration statement that we filed with
the Commission (Registration No. 333-32232). The following are specifically
incorporated herein by reference:

                                       20
<PAGE>   23

         1.       Annual Report on Form 10-KSB for the fiscal year ended January
                  2, 2000 filed with the Commission on April 3, 2000;

         2.       Quarterly Report on Form 10-QSB filed with the Commission on
                  May 17, 2000;

         3.       Quarterly Report on Form 10-QSB filed with the Commission on
                  August 16, 2000;

         4.       Current Report on Form 8-K/A filed with the Commission on
                  April 24, 2000; Current Report on Form 8-K filed with the
                  Commission on May 8, 2000; Current Report on Form 8-K filed
                  with the Commission on June 30, 2000; and Current Report on
                  Form 8-K filed with the Commission on September 20, 2000; and

         5.       The description of common stock included under the caption
                  "Securities to be Registered" in the Company's registration
                  statement on Form 8-A, File No. 0-23243, dated October 21,
                  1997, including any amendments or reports filed for the
                  purpose of updating such description.

         You can request a free copy of the above filings or any filings
subsequently incorporated by reference into this prospectus by writing or
calling us at the following address:

                                PopMail.com, inc.
                Attention: Stephen Spohn, Chief Financial Officer
                         1333 Corporate Drive, Suite 350
                                Irving, TX 75038
                                 (972) 550-5500

         You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement or amendment to this prospectus.
We have not authorized anyone else to provide you with different information or
additional information. Selling shareholders will not make an offer of our
common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus, or any supplement or amendment
to this prospectus, is accurate at any date other than the date indicated on the
cover page of such documents.

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements contained in this prospectus and in the documents
incorporated by reference in this prospectus are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements can be
identified by the use of predictive, future-tense or forward-looking
terminology, such as "believes," "anticipates," "expects," "estimates," "may,"
"will" or similar terms. Forward-looking statements also include projections of
financial performance, statements regarding management's plans and objectives
and statements concerning any assumption relating to the foregoing. Important
factors regarding PopMail.com, inc.'s business, operations and competitive
environment which may cause actual results to vary materially from these
forward-looking statements are discussed under the caption "Risk Factors."

                                  LEGAL MATTERS

         Legal matters in connection with the validity of the shares offered by
this Prospectus have been passed upon for the Company by Maslon Edelman Borman &
Brand, LLP, Minneapolis, Minnesota.

                                     EXPERTS

         On September 30, 1999, with the approval of our Board of Directors, we
engaged Grant Thornton LLP as our independent public accountants. Prior to the
engagement of Grant Thornton LLP, Arthur


                                       21
<PAGE>   24

Andersen LLP had served as our principal independent public accountants. The
report prepared by Arthur Andersen LLP as of January 3, 1999 and for the year
then ended, contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty of audit scope or accounting principles.
However, such report included an explanatory paragraph with respect to the
uncertainty regarding our ability to continue as a going concern, as discussed
in Note 1 to the financial statements. In connection with the audits as of
January 3, 1999 and December 27, 1997 and through September 30, 1999, there had
been no disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused Arthur Andersen LLP to make reference to the
subject matter of the disagreements in its report.

         The consolidated financial statements of PopMail.com, inc. (f/k/a Cafe
Odyssey, Inc.) as of January 3, 1999, for the year then ended, incorporated by
reference in this prospectus and elsewhere in the registration statement of
which this prospectus is a part, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in its report with respect thereto,
and are incorporated herein in reliance upon the authority of Arthur Andersen
LLP as experts in giving said report.

         The consolidated financial statements of PopMail.com, inc. (f/k/a Cafe
Odyssey, Inc.) as of January 2, 2000, for the year then ended, incorporated by
reference in this prospectus and elsewhere in the registration statement of
which this prospectus is a part, have been audited by Grant Thornton LLP,
independent certified public accountants, as indicated in its report with
respect thereto, and are incorporated herein in reliance upon the authority of
Grant Thornton LLP as experts in giving such report.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to any proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines, including, without limitation, excise taxes
assessed against such person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person has not been indemnified by another organization or
employee benefit plan for the same expenses with respect to the same acts or
omissions; acted in good faith; received no improper personal benefit and
Section 302A.255, if applicable, has been satisfied; in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and in
the case of acts or omissions by persons in their official capacity for the
corporation, reasonably believed that the conduct was in the best interests of
the corporation, or in the case of acts or omissions by persons in their
capacity for other organizations, reasonably believed that the conduct was not
opposed to the best interests of the corporation. Subdivision 4 of Section
302A.521 of the Minnesota Statutes provides that a corporation's articles of
incorporation or bylaws may prohibit such indemnification or place limits upon
the same. The Company's articles and bylaws do not include any such prohibition
or limitation. As a result, the Company is bound by the indemnification
provisions set forth in Section 302A.521 of the Minnesota Statutes. As permitted
by Section 302A.251 of the Minnesota Statutes, the Articles of Incorporation of
the Company provide that a director shall, to the fullest extent permitted by
law, have no personal liability to the Company and its shareholders for breach
of fiduciary duty as a director.

         To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.




                                       22
<PAGE>   25













                                 194,965 SHARES


                                POPMAIL.COM, INC.

                                  COMMON STOCK





                             ----------------------

                                   PROSPECTUS

                             ----------------------





                                October 11, 2000










                                       23
<PAGE>   26


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission ("SEC") are incorporated herein by reference and made a part
hereof:

(1)      the Registrant's Annual Report on Form 10-KSB for the year ended
         January 2, 2000 filed with the SEC on April 3, 2000;

(2)      the Registrant's Preliminary Proxy Statement filed with the SEC on
         April 18, 2000;

(3)      the Registrant's Amended Current Report on Form 8-K/A filed with the
         SEC on April 24, 2000;

(4)      the Registrant's Definitive Proxy Statement filed with the SEC on May
         1, 2000;

(5)      the Registrant's Current Report on Form 8-K filed with the SEC on May
         8, 2000;

(6)      the Registrant's Revised Proxy Statement filed with the SEC on May 9,
         2000;

(7)      the Registrant's Quarterly Report on Form 10-QSB for the three months
         ended April 2, 2000 filed with the SEC on May 17, 2000;

(8)      the Registrant's Current Report on Form 8-K filed with the SEC on June
         30, 2000;

(9)      the Registrant's Current Report on Form 8-K filed with the SEC on
         September 20, 2000;

(10)     the Registrant's Quarterly Report on Form 10-QSB for the three months
         ended July 2, 2000 filed with the SEC on August 16, 2000; and

(11)     the description of the Registrant's common stock contained in its
         Registration Statement on Form 8-A filed pursuant to Section 12 of the
         Exchange Act (and all amendments thereto and reports filed for the
         purpose of updating such description).

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company is governed by Minnesota Statues Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceedings, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the


                                      II-1
<PAGE>   27

case of acts or omissions by persons in their capacity for other organizations,
reasonably believed that the conduct was not opposed to the best interests of
the corporation.

ITEM 8.  EXHIBITS.

4(a)     PopMail.com, inc. Subsidiary Advisor Stock Option Plan;

4(b)     Articles of Incorporation of the Company as Amended (incorporated
         herein by reference from Exhibit 3.1 to the Registrant's Quarterly
         Report on Form 10-QSB for the quarter ended April 4, 1999);

4(c)     Articles of Amendment to Articles of Incorporation (incorporated by
         reference from Exhibit 3.1(d) to the Registrant's Current Report on
         Form 8-K dated September 1, 1999);

4(d)     Bylaws of the Company (incorporated herein by reference as Exhibit 3(b)
         to the Registrant's Registration Statement on Form SB-2 (No.
         333-34235));

5        Opinion of Maslon Edelman Borman & Brand, LLP;

23(a)    Consent of Arthur Andersen  LLP;

23(b)    Consent of Grant Thornton LLP;

23(c)    Consent of Grant Thornton LLP;

23(d)    Consent of Ernst & Young LLP;

23(e)    Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5);
         and

24(a)    Power of Attorney (included on signature page).

ITEM 9.   UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement;

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high and of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution no previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;



                                      II-2
<PAGE>   28

         (3)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (4)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Security
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                      II-3
<PAGE>   29


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Irving, State of Texas, as of October 11, 2000.

                                               POPMAIL.COM, INC.

                                               By: /s/ Gary W. Schneider
                                                   -----------------------------
                                                   Gary W. Schneider
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of PopMail.com, inc. hereby
severally constitute Gary W. Schneider and Stephen Spohn and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names, in the capacities indicated below the
registration statement filed herewith and any amendments to said registration
statement, and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable PopMail.com, inc. to comply with
the provisions of the Securities Act of 1933 as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below as of October 11, 2000 by the
following persons in the capacities and as of the date indicated.

<TABLE>
<CAPTION>
NAME                                                             TITLE
<S>                                                              <C>
/s/ Gary W. Schneider                                            Chief Executive Officer and Director
------------------------------------                             (Principal Executive Officer)
Gary W. Schneider

/s/ Stephen Spohn                                                Chief Financial Officer
------------------------------------                             (Principal Financial and Accounting Officer)
Stephen Spohn

/s/ Thomas W. Orr                                                Director
------------------------------------
Thomas W. Orr

/s/ Jesse Berst                                                  Chief Operating Officer and Director
------------------------------------
Jesse Berst

/s/ Michael L. Krienik                                           Director
------------------------------------
Michael L. Krienik

/s/ Steve Maudlin                                                Director
------------------------------------
Steve Maudlin

</TABLE>

                                      II-4
<PAGE>   30


                                    EXHIBITS
<TABLE>
<CAPTION>
     Exhibit      Description of Document
  --------------  --------------------------------------------------------------------------------------------------
<S>               <C>
       4(a)       PopMail.com, inc. Subsidiary Advisor Stock Option Plan
       5          Opinion of Maslon Edelman Borman & Brand, LLP
       23(a)      Consent of Arthur Andersen LLP
       23(b)      Consent of Grant Thornton LLP
       23(c)      Consent of Grant Thornton LLP
       23(d)      Consent of Ernst & Young LLP
       23(e)      Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5).
       24         Power of Attorney (included on page II-3).

</TABLE>


                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "c57783s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 99774}]
{"company-data": {"conformed-name": "POPMAIL COM INC", "cik": "0001044738", "assigned-sic": "5812", "irs-number": "311487885", "state-of-incorporation": "MN", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47738", "film-number": "738454"}, "business-address": {"street1": "1331 CORPORATE DR", "street2": "SUITE 350", "city": "IRVING", "state": "TX", "zip": "75038", "phone": "9725505500"}, "mail-address": {"street1": "1331 CORPORATE DR", "street2": "STE 350", "city": "IRVING", "state": "TX", "zip": "75038"}, "former-company": [{"former-conformed-name": "CAFE ODYSSEY INC", "date-changed": "19980526"}, {"former-conformed-name": "HOTEL DISCOVERY INC", "date-changed": "19970821"}]}
1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 2000
                         REGISTRATION NO. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                                    MINNESOTA
                 (State or other jurisdiction of incorporation)

                                   31-1487885
                        (IRS Employer Identification No.)

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

                   IZ.COM INCORPORATED 1999 STOCK OPTION PLAN
             POPMAIL.COM, INC. SUBSIDIARY ADVISOR STOCK OPTION PLAN
                              (Full title of Plans)

                                GARY W. SCHNEIDER
                                POPMAIL.COM, INC.
                         1333 CORPORATE DRIVE, SUITE 350
                               IRVING, TEXAS 75038
                     (Name and address of agent for service)

                                 (972) 550-5500
          (Telephone Number, Including Area Code, of Agent for Service

                                   Copies to:

                             PHILIP J. TILTON, ESQ.
                       MASLON EDELMAN BORMAN & BRAND, LLP
                               3300 NORWEST CENTER
                           MINNEAPOLIS, MN 55402-4140
                                 (612) 672-8200
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
  TITLE OF SECURITIES TO BE     PROPOSED MAXIMUM AMOUNT       PROPOSED MAXIMUM      AMOUNT OF AGGREGATE     REGISTRATION FEE
         REGISTERED             TO BE REGISTERED (1)(2)      OFFERING PRICE PER      OFFERING PRICE(1)
                                                                  SHARE(1)
-------------------------------------------------------------------------------------------------------------------------------
common stock ($0.01 per             694,965 shares                 $.406                 $282,156               $74.49
value per share)

===============================================================================================================================
(1)      Estimated solely for purposes of computing the registration fee in
         accordance with Rule 457(h) and based upon the average of the high and
         low prices of the Registrant's common stock on Nasdaq on October 9,
         2000.
(2)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares of common stock offered hereby
         as the result of any future stock split, stock dividend or similar
         adjustment of the Registrant's outstanding common stock.
2

                                  INTRODUCTION

         This Registration Statement on Form S-8 is filed by PopMail.com, inc.,
a Minnesota corporation (the "Registrant," "PopMail" or the "Company"), relating
to 500,000 shares of common stock, par value $.01 per share, issuable upon
exercise of options that may be granted under the Company's Subsidiary Advisor
Stock Option Plan (the "Subsidiary Advisor Plan"), together with 194,965 shares
of PopMail common stock (the "IZ Option Shares") acquired by the selling
shareholders identified on page 19 (the "Selling Shareholders") pursuant to
exercise of options issued under the IZ.com Incorporated 1999 Stock Option Plan
(the "IZ Plan") assumed by PopMail in connection with the February 9, 2000
merger by and among the Company, IZ Acquisition Corporation (a wholly owned
subsidiary of the Company) and IZ.com Incorporated. The IZ Option Shares were
acquired during the period commencing on February 9, 2000 and ending on July 21,
2000 when the Company filed a registration statement on Form S-8 covering sales
of shares of common stock issuable after July 21, 2000 upon exercise of options
granted under the IZ Plan.

         Pursuant to General Instruction (C)(1) of Form S-8, this Registration
Statement contains a "reoffer prospectus" pertaining to the IZ Option Shares
prepared in compliance with the requirements of Part I of Form S-3.

                                       ii
3

                               OCTOBER  11, 2000

                     SELLING SHAREHOLDER OFFERING PROSPECTUS
                               POPMAIL.COM, INC.
                         194,965 SHARES OF COMMON STOCK

         The 194,965 shares (the "IZ Option Shares") of common stock of
PopMail.com, inc. (the "Company") offered hereby on a resale basis by the
selling shareholders ("Selling Shareholders") identified on page 19 were issued
to the Selling Shareholders upon exercise of options granted to them under the
IZ.com Incorporated 1999 Stock Option Plan (the "IZ Plan") assumed by the
Company in connection with the February 9, 2000 merger by and among the Company,
IZ Acquisition Corporation (a wholly owned subsidiary of the Company) and IZ.com
Incorporated. The IZ Option Shares were acquired during the period commencing on
February 9, 2000 and ending on July 21, 2000 when the Company filed a
registration statement on Form S-8 covering shares of common stock issuable
after July 21, 2000 upon exercise of options granted under the IZ Plan.

         Our common stock is listed on the Nasdaq SmallCap Market under the
symbol "POPM." On October 10, 2000, the last sale price for the common stock as
reported on the Nasdaq SmallCap Market was $.438.

         The shares offered by this prospectus involve a high degree of risk.
SEE "RISK FACTORS" BEGINNING ON PAGE     FOR A DESCRIPTION OF FACTORS WHICH
SHOULD BE CONSIDERED BY INVESTORS BEFORE PURCHASING THE SHARES OFFERED BY THIS
PROSPECTUS.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. A REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THIS PROSPECTUS IS INCLUDED IN THE REGISTRATION STATEMENT THAT WAS FILED BY
POPMAIL.COM WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SELLING
SHAREHOLDERS CANNOT SELL THEIR SHARES UNTIL THAT REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE SHARES OR THE
SOLICITATION OF AN OFFER TO BUY THE SHARES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.

                The date of this Prospectus is October 11, 2000.
4
                               TABLE OF CONTENTS
PROSPECTUS SUMMARY.......................................................................................................  3

RISK FACTORS.............................................................................................................  7

USE OF PROCEEDS.......................................................................................................... 18

SELLING SHAREHOLDERS..................................................................................................... 19

PLAN OF DISTRIBUTION..................................................................................................... 20

WHERE YOU CAN FIND MORE INFORMATION...................................................................................... 20

NOTE REGARDING FORWARD-LOOKING STATEMENTS................................................................................ 21

LEGAL MATTERS............................................................................................................ 21

EXPERTS.................................................................................................................. 21

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES........................................................................... 22
No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus. You must not rely on any information or representations not
contained in this prospectus, if given or made, as having been authorized by us.
This Prospectus is not an offer or solicitation in respect to these securities
in any jurisdiction in which such offer or solicitation would be unlawful. The
delivery of this prospectus shall not under any circumstances, create any
implication that there has been no change in our affairs or that the information
contained in this prospectus is correct as of any time subsequent to the date of
this prospectus. However, in the event of a material change, this Prospectus
will be amended or supplemented accordingly.

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                               PROSPECTUS SUMMARY

         As used in this prospectus, the terms "Company," "we," "us" and "our"
refer to PopMail.com, inc. and its consolidated subsidiaries.

THE COMPANY

         PopMail.com, inc. (f/k/a Cafe Odyssey, Inc.) consists of two divisions,
the Internet division and the restaurant division. Our Internet division
consists of three companies: PopMail Network, Inc. ("PopMail Network"), based in
Dallas, Texas, a provider of permission and affinity based email services to
broadcast stations, professional sports teams and other brand name clients in
the media and entertainment industries which creates an affinity network of high
profile brands; IZ.com, Inc. ("IZ"), based in Bellevue, Washington, a provider
of digital publishing services, newsletters and technology for high end brands,
and Fan Asylum, Inc., based in San Francisco, California ("Fan Asylum"), a
provider of official fan club sites for recording artists in the music industry.
Our Internet division is in the business of connecting entertainment and media
brands with their fans through the use of email, fan club sites and high end
publishing tools.

         The restaurant division develops, owns and operates restaurants with
multiple themed dining rooms designed to appeal to the upscale casual dining
market. We have Cafe Odyssey restaurants at the Mall of America in Bloomington,
Minnesota, which opened in June 1998, and in the Denver Pavilions in Denver,
Colorado, which opened in March 1999.

         We began operations as Hotel Mexico, Inc., which was incorporated in
Ohio in January 1994. The Kenwood Restaurant Limited Partnership, an Ohio
limited partnership was formed in June 1995 to own and operate the Kenwood Unit.
Hotel Mexico's operations and the net assets of the Kenwood Restaurant Limited
Partnership were combined in November 1996, and in August 1997, Hotel Mexico was
reorganized as Hotel Discovery, Inc., a Minnesota corporation. On May 21, 1998,
our Board of Directors and shareholders approved a change in corporate name from
Hotel Discovery, Inc. to Cafe Odyssey, Inc.

         On September 1, 1999, we completed a merger with popmail.com, inc.
("Old Popmail"). Old Popmail was a provider of Internet email services to radio
stations across the country. Following the merger, we changed our name from Cafe
Odyssey, Inc. to PopMail.com, inc.

         On December 3, 1999, ROI Acquisition Corporation, a Texas corporation
and our wholly-owned subsidiary, acquired, effective as of November 30, 1999,
substantially all of the assets and assumed substantially all of the liabilities
of ROI Interactive, LLC ("ROI"), a Texas limited liability company. ROI provides
exclusive email service and permission-based, opt-in marketing services to
broadcast stations and professional sports teams and other clients.

         Effective February 9, 2000, we acquired IZ.com Incorporated ("IZ.com"),
a Delaware corporation. IZ.com is developing a high end authoring tool that will
enable them to provide strong brand marketers with a multi platform tool for
private label and vertical label publishing.

         Effective June 15, 2000, we acquired Fan Asylum, Inc., a California
corporation. Fan Asylum operates and manages fan clubs and official artist web
sites for some of the entertainment industry's most popular musicians and groups
through the use of newsletters, email broadcasts, travel packages, tickets,
concert hotlines and web page management. Currently, Fan Asylum manages fan
clubs for 14 musicians or groups, including Aerosmith, Boyz II Men, Melissa
Etheridge and Whitney Houston, among others.

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         Our executive offices are located at 1333 Corporate Drive, Suite 350,
Irving, Texas 75038 and our telephone number is (972) 550-5500.

RECENT DEVELOPMENTS

         We completed our acquisition of IZ.com on February 9, 2000. Under the
terms of the acquisition, IZ Acquisition Corporation, a Delaware corporation and
our wholly-owned subsidiary, merged into IZ.com, and IZ.com became our
wholly-owned subsidiary. In connection with the acquisition, IZ.com stockholders
received shares of our Series F Convertible Preferred Stock in exchange for
their IZ.com shares. As a result of the approval of our shareholders on June 13,
2000, the shares of Series F Preferred Stock will be convertible into
approximately 7,375,000 million shares of our common stock. We also assumed
IZ.com's outstanding options and warrants, which upon exercise are convertible
into approximately 3,350,000 shares of our common stock.

         At our annual shareholder meeting on June 13, 2000, our shareholders
elected Stephen D. King, Jesse Berst, Thomas W. Orr, Gary Schneider, and Michael
L. Krienik to serve on the Company's board of directors until the next meeting
of shareholders or until such person's successors have been duly elected and
qualified. Our shareholders also approved amendments to the Company's 1997 Stock
Option and Compensation Plan and the 1998 Director Stock Option Plan, which
increased the number of shares available under such plans to 3,000,000 and
750,000, respectively.

         In May 2000, we raised gross proceeds of $4.5 million from the private
placement offering of the Series G Preferred Shares, which have an aggregate
stated value of $6 million. The purchaser of the Series G Preferred Stock also
received a warrant to purchase up to 500,000 shares of our common stock at an
exercise price of $2.51 per share for no additional consideration. Dividends on
the Series G Preferred Stock, which are cumulative, accrue at a rate of 10
percent per annum, payable semi-annually, commencing on December 31, 2000. The
dividend rate on the Series G Preferred Stock increases to 14 percent per annum
upon any dividend payment default. At our option, the dividends may be paid in
cash or in the Company's common stock at the applicable conversion price of the
Series G Preferred Shares.

         The Series G Preferred Stock may not be converted before October 9,
2000. From October 10, 2000 to November 9, 2000, the conversion price will be
equal to 97% of the adjusted market price of the common stock; from November 10,
2000 to January 7, 2001 the conversion price will be equal to 94% of the
adjusted market price of the common stock; after January 8, 2001, the conversion
price will be equal to 91% of the adjusted market price of the common stock; and
if the common stock is delisted from Nasdaq, the conversion price will be equal
to 75% of the adjusted market price of the common stock. The number of shares of
common stock issuable upon conversion of the Series G Preferred Stock is limited
to 20 percent of the issued and outstanding shares of common stock on the date
the Series G Preferred Stock was issued, or approximately 7.2 million shares. We
have agreed to redeem for cash, at 105 percent of stated value, any shares of
Series G Preferred Stock which are not convertible into shares of common stock
as a result of the foregoing limitation.

         On June 15, 2000, we completed the acquisition of Fan Asylum, Inc., a
California corporation. Fan Asylum manages Web sites and fan clubs for 14 high
profile musical performers. Through its Web site management services, Fan Asylum
designs the fan club Web site graphics, creates the Web page content, manages
the on-line stores and hosts the fan club Web site for each of its artists. In
connection with the acquisition of Fan Asylum, we agreed to pay aggregate
purchase consideration, consisting of our common stock, valued at approximately
$9 million, of which 800,000 shares valued at $2 million (the "Initial Shares")
were delivered to Tim McQuaid, the former sole shareholder of Fan Asylum, at the
closing of the transaction. The remaining purchase consideration is payable
through the issuance of a total of 2,800,000 shares of common stock valued at
approximately $7 million (the "Earn Out Shares") ratably over the next year upon
Fan Asylum's satisfaction of specified customer acquisition objectives. The
Initial Shares and the Earn Out Shares may not be transferred until March 11,
2001, and after that date, no more than 25% of the total purchase price shares
may be sold during any 270 day period until June 14, 2003. The Earn Out Shares
are

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subject to a reset provision under which, on the dates they are released from
the sale restrictions, the shares will be supplemented with additional shares to
bring the effective price for the shares being released to the current market
price.

         Under the terms and conditions governing the acquisition, Mr. McQuaid
is entitled, in certain circumstances, to cause the Company to repurchase the
Initial Shares for up to $2 million in cash. Our commitment to potentially
repurchase such shares is supported by a letter of credit currently secured by a
$2 million cash deposit.

         In June 2000, we sold 1,000,000 shares of common stock at a purchase
price of $3.00 per share to private investors, resulting in net proceeds to the
Company of approximately $2.7 million. At the time of the closing, the investors
received (a) five-year warrants to purchase 300,000 shares of common stock at an
exercise price of $1.00 per share and (b) so called "adjustable warrants" to
purchase additional shares of common stock at a nominal exercise price
(one-thousandth of a cent per share). The adjustable warrants, described below,
are intended to allow the investors to receive additional shares of common stock
in future periods to bring the effective price per share of the investment to a
percentage of the market value of the common stock on the date of adjustment.

         The common stock purchased by the investors and any shares purchased
under the warrants may not be sold or transferred for a period of 180 days after
the closing date. However, this restriction on transfer is terminated if the
average market price of our common stock for any 20 consecutive trading days is
$4.50 or greater. We have agreed to file a registration statement for the resale
of the shares within 60 days after the closing date, and to use our best efforts
to cause the registration statement to become effective within 120 days after
the closing date. This registration statement was filed with the Securities and
Exchange Commission (the "SEC") on August 14, 2000 but has not yet been declared
effective by the SEC. If we are unable to cause this registration statement to
be declared effective on or before October 13, 2000, the Company will incur
penalties of $3,000 per day, payable to the investors.

         One-third of the shares purchased by the June 2000 investors (an
aggregate 333,333 shares) are subject to adjustment in each of three "look-back"
periods, which consist of three consecutive 30-day trading periods following the
effective date of the registration statement covering the shares. However, there
is no right to such an adjustment for any look-back period if the average market
price for the lowest 10 trading days of any look-back period is greater than
$4.00 per share. The number of additional shares issuable for a look-back period
will be the amount sufficient to bring the effective purchase price for the
shares to a level equal to 75% of the average market price during the period
(with a minimum market price of $.47 that can be used for the calculation in the
first year after the investment). For example, if the average market price for
the first look-back period is $2.00 per share, the Company will adjust the
333,333 shares covered by the look-back period by issuing an additional 333,333
shares. This will bring the number of shares purchased for that portion of the
investment to a total of 666,666 shares for the first $1,000,000 of the original
investment, representing an effective price of $1.50 per share (75% of the $2.00
market price). The intention of the provision is to adjust the effective
purchase price in three equal installments over the three periods starting when
the registration statement becomes effective.

        In addition, under the adjustable warrants there is another potential
adjustment after one year from the closing date of the purchase, which is
effective in two instances: (a) if the shares for any look-back period were
adjusted but the full adjustment could not be taken because of the $.47 minimum
on the market price used in the calculation or (b) in any look-back period, the
investors elected not to exercise their rights to receive additional shares,
even though the average trading value for that period was less than $4.00 per
share.

         On September 15, 2000, the Company announced the execution of a letter
of intent to sell the Company's restaurant division to a corporation organized
by the division's current management group. The Company anticipates that the
sale, if consummated, will be completed in the fourth quarter of this fiscal
year.

         On July 27, 2000, Gary Schneider was appointed Chief Executive Officer
of the Company, replacing Stephen D. King, who was appointed Chairman of the
Board of Directors. On July 28, 2000, the Board of Directors elected Steve
Mauldin as a Director of the Company. Effective August 4, 2000, the Board of
Directors appointed Stephen Spohn as interim Chief Financial Officer. Mr. Spohn
replaced Thomas W. Orr, who resigned from that position effective June 30, 2000.
Mr. Orr remains a Director of the Company.

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        Pursuant to an offer made by the Company to temporarily reduce the
exercise price attributable to certain common stock purchase warrants, during
the period from August 28, 2000 to September 18, 2000, 356,639 shares of the
Company's common stock were issued for aggregate proceeds of approximately
$267,479.

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                                  RISK FACTORS

        An investment in our common stock is very risky. You may lose the entire
amount of your investment. Prior to making an investment decision, you should
carefully review this entire prospectus and consider the following risk factors:

        WE HAVE INCURRED LOSSES TO DATE AND IF OUR REVENUES DO NOT IMPROVE, WE
WILL NEED ADDITIONAL FINANCING IN ORDER TO CONTINUE OPERATIONS AND PURSUE OUR
BUSINESS PLAN.

        We incurred net losses of approximately $24.1 million in the first six
months of 2000, $24.2 million during 1999, $6.7 million in 1998 and $4.0 million
in 1997 and had a working capital deficit of approximately $8.7 million as of
January 2, 2000. Our ability to continue our present operations and successfully
implement our expansion plans is contingent upon our ability to increase our
revenues and ultimately attain and sustain profitable operations. Without
additional financing, the cash generated from our current operations will not be
adequate to fund operations and service our indebtedness during 2000. There can
be no assurance that additional financing will be available on terms acceptable
to the Company or on any terms whatsoever. In the event that we are unable to
fund our operations and our business plan, we will be unable to continue as a
going concern.

        OUR COMMON STOCK COULD BE DELISTED FROM THE NASDAQ SMALLCAP MARKET,
WHICH DELISTING COULD HINDER YOUR ABILITY TO OBTAIN ACCURATE QUOTATIONS AS TO
THE PRICE OF OUR COMMON STOCK, OR DISPOSE OF OUR COMMON STOCK IN THE SECONDARY
MARKET.

        Although our common stock is currently listed on the Nasdaq SmallCap
Market, we cannot guarantee that an active public market for our common stock
will continue to exist. In September 2000, the Company received a notice from
The Nasdaq Stock Market indicating that the Company's common stock had failed to
maintain a minimum bid price greater than or equal to $1.00 over the preceding
thirty consecutive trading days as required under Marketplace Rule 4310(c)(4).
Should the Company's common stock fail to achieve and maintain a bid price equal
to or greater than $1.00 for a minimum of ten consecutive trading days anytime
before December 12, 2000, the Company's common stock will be delisted from the
Nasdaq SmallCap Market. To satisfy this objective, the Company may choose to
implement a reverse stock split. In such event, there is a risk that the
Company's stock price will not rise fully in proportion to the reverse split,
resulting in a material loss in market value for the Company's shareholders. In
addition, we have responded to numerous inquiries from Nasdaq expressing concern
over various matters, including but not limited to a "going concern"
qualification expressed by our former independent auditors as of January 3,
1999. Accordingly, our securities may be delisted from the Nasdaq SmallCap
Market or be required to reapply for listing meeting the Nasdaq initial listing
requirements, which are generally more stringent than the requirements currently
governing the Company's listing. Additional factors giving rise to such
delisting could include, but are not be limited to: (1) a reduction of our net
tangible assets to below $2,000,000, (2) a reduction to one active market maker,
(3) a reduction in the market value of the public float of our securities to
less than $1,000,000, (4) a reduction of the trading price of our Common Stock
to less than $1.00 per share or (5) the discretion of the Nasdaq SmallCap
Market.

        In the event our securities are delisted from the Nasdaq SmallCap
Market, trading, if any, in our common stock would thereafter be conducted in
the over-the-counter markets in the so-called "pink sheets" or the National
Association of Securities Dealer's "Electronic Bulletin Board." Consequently,
the liquidity of our common stock would likely be impaired, not only in the
number of shares which could be bought and sold, but also through delays in the
timing of the transactions, reduction in the coverage of our securities by
security analysts and the news media, and lower prices for our securities than
might otherwise prevail. In addition, our common stock would become subject to
certain rules of the Securities and Exchange Commission relating to "penny
stocks." These rules require broker-dealers to make special suitability
determinations for purchasers other than established customers and certain
institutional investors and to receive the purchasers' prior written consent for
a purchase transaction prior to sale. Consequently, these "penny stock rules"
may adversely affect the ability of

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broker-dealers to sell our common stock and may adversely affect your ability to
sell shares of our common stock in the secondary market.

         WE ARE DEPENDENT ON THE ONGOING SERVICES OF CERTAIN OF OUR EXECUTIVES,
THE LOSS OF WHICH COULD HAVE A DETRIMENTAL EFFECT ON OUR PROFITABILITY AND THE
MARKET PRICE OF OUR STOCK.

         Our plan of business development and our day-to-day operations rely
heavily on the experience of Stephen D. King, our Chairman, Gary Schneider, our
Chief Executive Officer, Jesse Berst, the Chief Operating Officer, and Stephen
Spohn, our Chief Financial Officer. The loss of any of them could adversely
affect the success of our operations and strategic plans and, consequently, have
a detrimental effect on the market price of our stock.

         WE MAY BE UNABLE TO HIRE QUALIFIED EMPLOYEES TO HELP IMPLEMENT AND
MANAGE OUR EXPANSION PLANS, WHICH INABILITY COULD BE DETRIMENTAL TO THE VALUE OF
YOUR INVESTMENT.

         Our success will depend in large part upon our ability to supplement
our existing management team. We will need to hire additional corporate level
and management employees to help implement and operate our plans for expansion
of our Internet and restaurant divisions. The demand for individuals with
management skills is high and many other businesses, most of which have greater
name recognition and resources than the Company, compete for their services. Any
inability or delay in obtaining additional key employees could have a material
adverse effect on our expansion plans and, consequently, the market value of our
stock.

         DUE TO OUR LIMITED OPERATING HISTORY, YOU MAY FIND IT DIFFICULT TO
ASSESS OUR ABILITY TO OPERATE PROFITABLY.

         We have only been operating our Mall of America restaurant since June
1998 and our Denver restaurant since March 1999. In addition, Old PopMail was
founded in December 1997, and ROI commenced operations in June 1998, while
IZ.com Incorporated was incorporated in February 1999. Consequently, we face the
added risks, expenses and difficulties related to developing and operating a new
business enterprise. Given our lack of significant operating history, investors
may have difficulty assessing the many factors which will determine our ability
to generate future profits.

         ONE INDIVIDUAL CONTROLS A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK AND
MAY INFLUENCE OUR AFFAIRS.

         Following our merger with popmail.com, inc. on September 1, 1999, James
L. Anderson was elected to our Board of Directors and served as its Chairman
until his resignation on January 24, 2000. Effective February 1, 2000, Mr.
Anderson resigned from our Board. Based upon a Schedule 13D filed with the
Securities and Exchange Commission on September 13, 1999, Mr. Anderson
controlled indirectly or directly, as of that date, approximately 59.6 percent
of our outstanding common stock. As of August 4, 2000, Mr. Anderson indirectly
or directly controlled approximately 22.6 percent of our outstanding common
stock. Accordingly, he may have the ability to determine the election of members
of the Board of Directors and determine the approval of corporate transactions
and other matters requiring shareholder approval. Unless and until Mr. Anderson
substantially decreases his percentage beneficial ownership in our common stock,
he will continue to have significant influence over our affairs.

         DUE TO THE LARGE NUMBER OF OUTSTANDING OPTIONS AND WARRANTS, OUR
SHAREHOLDERS FACE A RISK OF SUBSTANTIAL FUTURE DILUTION AND DOWNWARD PRESSURE ON
THE TRADING PRICE OF OUR COMMON STOCK.

         We have a total of 40,595,464 shares of our common stock reserved for
issuance pursuant to our stock options plans, outstanding preferred stock and
common purchase warrants. Most of these shares have either

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been registered for resale or are subject to agreements providing for their
registration for resale under certain circumstances. Accordingly, our existing
shareholders face a substantial risk of dilution and the trading price of our
common stock may decrease as these convertible securities are exercised or
converted into shares of common stock and subsequently offered for sale through
the Nasdaq SmallCap Market.

        THERE IS A RISK THAT DUE TO THE LIMITATIONS PLACED ON THE CONVERSION OF
THE SERIES G PREFERRED SHARES, THE PREFERRED SHAREHOLDER'S INVESTMENT MAY NOT BE
CONVERTED INTO COMMON STOCK AND WOULD HAVE TO BE REDEEMED IN CASH.

        The total number of shares of Common Stock issuable upon conversion of
the Series G Preferred Stock and upon exercise of the Series G Warrant cannot
exceed 20 percent of the number of shares of Common Stock of the Company issued
and outstanding on May 2, 2000. In the event the holders of the Series G
Preferred Stock and Warrant are unable to convert preferred shares into common
stock because these limitations have been reached, we would be required to
redeem the Series G Preferred Shares in cash at 105 percent of the stated value
plus any accrued and unpaid dividends. It is possible that in such case we may
not have sufficient cash and cash equivalents necessary to redeem the Series G
Preferred Shares in cash.

        WE RELY HEAVILY ON OUR INTELLECTUAL PROPERTY RIGHTS AND OTHER
PROPRIETARY INFORMATION; FAILURE TO PROTECT AND MAINTAIN THESE RIGHTS AND
INFORMATION COULD PREVENT US FROM COMPETING EFFECTIVELY.

        Our success and ability to compete are substantially dependent on our
internally developed technologies and trademarks, which we seek to protect
through a combination of trade secret and trademark law, as well as
confidentiality or license agreements with our employees, consultants, and
corporate and strategic partners. If we are unable to prevent the unauthorized
use of our proprietary information or if our competitors are able to develop
similar technologies independently, the competitive benefits of our
technologies, intellectual property rights and proprietary information will be
diminished.

        WE MAY NOT PAY DIVIDENDS ON OUR COMMON STOCK, IN WHICH EVENT YOUR ONLY
RETURN ON INVESTMENT, IF ANY, WILL OCCUR ON THE SALE OF OUR STOCK.

         To date, we have not paid any cash dividends on our common stock, and
we do not intend to do so in the foreseeable future. Rather, we intend to use
any future earnings to fund our operations and the growth of our business.
Accordingly, the only return on an investment in our common stock will occur
upon its sale.

        PURSUANT TO ITS AUTHORITY TO DESIGNATE AND ISSUE SHARES OF OUR STOCK AS
IT DEEMS APPROPRIATE, OUR BOARD OF DIRECTORS MAY ASSIGN RIGHTS AND PRIVILEGES TO
CURRENTLY UNDESIGNATED SHARES WHICH COULD ADVERSELY AFFECT YOUR RIGHTS AS A
COMMON SHAREHOLDER.

        Our authorized capital consists of 100,000,000 shares of capital stock.
Our Board of Directors, without any action by the shareholders, may designate
and issue shares in such classes or series (including classes or series of
preferred stock) as it deems appropriate and establish the rights, preferences
and privileges of such shares, including dividends, liquidation and voting
rights. As of September 18, 2000, we have 45,991,200 shares of common stock,
193,183 shares of Series E Convertible Preferred Stock, 287,408 shares of Series
F Convertible Preferred Stock outstanding and 600,000 shares of Series G 10%
Convertible Preferred Stock. As of September 18, 2000, a further 40,595,464
shares of common stock have been reserved as follows:

         -    a maximum of 734,719 shares of common stock reserved for issuance
              upon exercise of the Series E Preferred Shares, 193,183 shares of
              which are currently outstanding;

         -    a maximum of 7,375,000 shares of common stock reserved for
              issuance upon conversion of Series F Convertible Preferred Stock;

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         -    a maximum of 6,724,282 shares of common stock reserved for
              issuance in connection with the Series G 10% Convertible
              Preferred Stock and upon exercise of certain warrants issued in
              connection with the Series G Preferred Stock;

         -    3,348,895 shares of common stock issuable upon exercise of
              options granted under the IZ.com Incorporated stock option plan
              assumed by the Company;

         -    2,600,000 shares issuable upon the exercise of the Class A
              Warrants issued as part of our initial public offering and the
              partial exercise of the underwriter's over-allotment;

         -    16,062,568 shares issuable upon the exercise of outstanding
              warrants (excluding the warrants issued in connection with the
              sale of the Series G Preferred Stock);

         -    3,000,000 shares reserved for issuance under our 1997 Stock
              Option and Compensation Plan, of which options reverting to
              2,033,333 shares are currently outstanding;

         -    750,000 shares for issuance under our 1998 Director Stock Option
              Plan, of which options relating to 290,000 shares are currently
              outstanding.

         The rights of holders of preferred stock and other classes of common
stock that may be issued could be superior to the rights granted to holders of
the common stock. Our Board's ability to designate and issue such undesignated
shares could impede or deter an unsolicited tender offer or takeover proposal.
Further, the issuance of additional shares having preferential rights could
adversely affect the voting power and other rights of holders of common stock.

         MINNESOTA LAW MAY INHIBIT OR DISCOURAGE TAKEOVERS, WHICH COULD REDUCE
THE MARKET VALUE OF OUR STOCK.

         As a corporation organized under Minnesota law, we are subject to
certain Minnesota statutes which regulate business combinations and restrict the
voting rights of certain persons acquiring shares of its stock. By impeding a
merger, consolidation, takeover or other business combination involving the
Company or discouraging a potential acquiror from making a tender offer or
otherwise attempting to obtain control of the Company, these regulations could
adversely affect the market value of our stock.

         THE LIMITATIONS ON DIRECTOR LIABILITY CONTAINED IN OUR ARTICLES OF
INCORPORATION AND BYLAWS MAY DISCOURAGE SUITS AGAINST DIRECTORS FOR BREACH OF
FIDUCIARY DUTY.

         As permitted by Minnesota law, our Amended and Restated Articles of
Incorporation provide that members of our Board of Directors are not personally
liable to you or the Company for monetary damages resulting from a breach of
their fiduciary duties. These limitations on director liability may discourage
shareholders from suing directors for breach of fiduciary duty and may reduce
the likelihood of derivative litigation brought against a director by
shareholders on the Company's behalf. Furthermore, our Bylaws provide for
mandatory indemnification of directors and officers to the fullest extent
permitted by Minnesota law. All of these provisions limit the extent to which
the threat of legal action against our directors for any breach of their
fiduciary duties will prevent such breach from occurring in the first instance.

         PURSUING AND COMPLETING POTENTIAL ACQUISITIONS COULD DIVERT MANAGEMENT
ATTENTION AND FINANCIAL RESOURCES AND MAY NOT PRODUCE THE DESIRED BUSINESS
RESULTS.

         We do not have specific personnel dedicated solely to pursuing and
completing acquisitions. As a result, if we pursue any acquisition, our
management, in addition to fulfilling their operational responsibilities,

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could spend significant time, management resources and financial resources to
pursue and complete the acquisition and integrate the acquired business with our
existing business.

         To finance any acquisition, we may use capital stock or cash or a
combination of both. Alternatively, we may borrow money from a bank or other
lender. If we use capital stock, our shareholders may experience dilution. If we
use cash or debt financing, our financial liquidity would be reduced. In
addition, acquisitions may result in nonrecurring charges or the amortization of
significant goodwill that could adversely affect our ability to achieve and
maintain profitability.

         Despite the investment of these management and financial resources and
completion of due diligence with respect to these efforts, an acquisition may
fail to produce the expected revenues, earnings or business and an acquired
service or technology may not perform as expected for a variety of reasons,
including:

         -    Difficulties in the assimilation of the operations, technologies,
              products and personnel of the acquired company,

         -    Risks of entering markets in which we have no or limited prior
              experience,

         -    Expenses of any undisclosed or potential legal liabilities of the
              acquired company,

         -    The applicability of rules and regulations that might restrict
              our ability to operate, and

         -    The potential loss of key employees of the acquired company.

         If we make acquisitions in the future and the acquired businesses fail
to perform as expected, our business operating results and financial condition
may be materially adversely affected.

         FAILURE TO MANAGE OUR GROWTH MAY ADVERSELY AFFECT OUR BUSINESS.

         We have grown rapidly and expect to continue the growth both by hiring
new employees and serving new business and markets. Our growth has placed, and
will continue to place, a significant strain on our management and our operating
and financial systems.

         Our personnel, systems, procedures and controls may be inadequate to
support our future operations. In order to accommodate the increased size of our
operations, we will need to hire, train and retain the appropriate personnel to
manage our operations. We will also need to improve our financial and management
controls, reporting systems and operating systems, all of which will require
significant ongoing investments of the efforts of key personnel.

         IF WE FAIL TO MEET THE EXPECTATIONS OF PUBLIC MARKET ANALYSTS AND
INVESTORS, THE MARKET PRICE OF OUR COMMON STOCK MAY FALL SIGNIFICANTLY.

         The market price of publicly traded securities generally reflects, to a
large degree, the expectations of industry analysts and significant investors
with respect to the short and long-term operating results of the issuers. When
issuers fail to meet such expectations, the market price of their publicly
traded securities usually decreases, sometimes significantly, and may not
recover. There can be no assurance that we will be able to satisfy the
expectations of market analysts and investors to avoid a precipitous drop in the
market price of our common stock.

                                INTERNET DIVISION

         WE HAVE ENTERED INTO NEW BUSINESS VENTURES IN AN EVOLVING INDUSTRY IN
WHICH THERE REMAIN UNPROVEN BUSINESS AND REVENUE MODELS.

                                       11
14

         The Internet, music and email industry is rapidly evolving, extremely
competitive, and the market place for internet-related shares has been very
volatile. Furthermore, the music and email business continues to indicate
changing revenue models in the market place. Consequently, there can be no
assurance that sufficient revenues will be generated to support our current
operations and other capital requirements.

         IN LIGHT OF RECENT CONSOLIDATION IN THE BROADCAST INDUSTRY AND RECENT
DEVELOPMENTS IN THE MUSIC INDUSTRY, THE LOSS OF ANY SIGNIFICANT AFFILIATE OR
ARTIST CONTRACTS WOULD NEGATIVELY IMPACT OUR OPERATIONS.

         The last few years have brought substantial concentration of power
among a few players in the broadcast industry. Consequently, significant
portions of the industry are controlled by relatively few organizations. We
currently have over 500 clients. As consolidation increases, these contracts may
be merged or lost due to the landscape of the industry. In light of such
consolidation, however, the loss of any of these significant affiliation
contracts or our inability to enter into contracts with other clients in the
broadcast industry would negatively impact our operations.

         The reduction of artists touring and releasing new recording can
significantly impact the level of activity on the fan club sites, membership and
potential advertising associated with such.

         OUR EMAIL BASED PRODUCTS AND FAN CLUB SERVICES ARE DEPENDENT UPON THE
INTERNET.

         The success of our services and products will depend in large part upon
the continued development and expansion of the Internet. The Internet has
experienced, and is expected to continue to experience, significant and
geometric growth in the number of users and the amount of traffic. There can be
no assurance that the Internet infrastructure will continue to be able to
support the demands placed on it by this continued growth. In addition, the
Internet could lose its viability due to delays in the development or adoption
of new standards and protocols (for example, the next-generation Internet
Protocol) to handle increased levels of Internet activity, or due to increased
governmental regulation. There can be no assurance that the infrastructure or
complementary services necessary to make the Internet a viable commercial
marketplace will be developed, or, if developed, that the Internet will become a
viable commercial marketplace for services and products such as those we offer.
If the necessary infrastructure or complementary services or facilities are not
developed, or if the Internet does not become a viable commercial marketplace,
our business, results of operations, and financial condition will be materially
adversely affected.

         OUR FUTURE SUCCESS WILL DEPEND ON INCREASED ACCEPTANCE OF THE INTERNET
AS A MEDIUM OF COMMERCE.

         The market for Internet email, fan club sites, private label
newsletters and other services is relatively new and evolving rapidly. Our
future success will depend, in part, upon our ability to provide services that
are accepted by our existing and future clients as an integral part of their
business model in providing content and information to their fans and viewers.
The level of demand for Internet email, fan club sites, private label
newsletters and other services will depend upon a number of factors, including
the following:

         -    the growth in consumer access to, and acceptance of, new
              interactive technologies such as the Internet;

         -    the adoption of Internet-based business models;

         -    the development of technologies that facilitate two-way
              communications between companies and target audiences; and

         -    acquiring members to the brands services.

                                       12
15

         Significant issues concerning the commercial use of Internet
technologies, including security, reliability, privacy, cost, ease of use and
quality of service, may inhibit the growth of services that use these
technologies. Our future success will depend, in part, on our ability to meet
these challenges, which must be met in a timely and cost-effective manner. We
cannot be sure that we will succeed in effectively meeting these challenges, and
our failure to do so could materially and adversely affect our business.

         Industry analysts and others have made many predictions concerning the
growth of the Internet as a business medium. Many of these historical
predictions have overstated the growth of the Internet. These predictions should
not be relied upon as conclusive. The market for our Internet email and fan club
services may not continue to grow, our services may not be adopted and
individual personal computer users in business or at home may not use the
Internet or other interactive media for commerce, interaction and communication.
If the market for Internet email, fan club sites and other services fails to
sustain growth, or develops more slowly than expected, or if our services do not
achieve market acceptance, our business would be materially and adversely
affected.

         INTERNET STOCKS ARE SUBJECT TO MARKET VOLATILITY.

         The stock market in general, and the market prices for Internet-related
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These fluctuations may
adversely affect our stock price.

         If Internet usage does not continue to grow or its infrastructure
fails, our business will suffer. If the Internet does not gain increased
acceptance for business-to-consumer electronic commerce, our business will not
grow or become profitable. We cannot be certain that the infrastructure or
complementary services necessary to maintain the Internet as a useful and easy
means of transferring documents and data will continue to develop. The Internet
infrastructure may not support the demands that growth may place on it and the
performance and reliability of the Internet may decline.

         INCREASED COMPETITION RESULTING FROM AN INCREASE IN THE NUMBER OF EMAIL
FAN CLUB AND BRANDED LABEL NEWSLETTERS PROVIDERS MAY HAVE AN ADVERSE EFFECT ON
POPMAIL'S FUTURE BUSINESS OPERATIONS.

         Currently there are a growing number of email providers, artist web
sites, newsletters providers and competitors to our business. To the extent we
can execute our plan and are successful within the current target vertical
markets in which we compete (i.e., broadcast, media, sports, music and
entertainment), we anticipate continued growth of clients and members to our
email services, newsletters and artist fan club sites. Others currently are
competing and will attempt to compete in these Affinity vertical markets, which
may have an adverse affect on our future business operations.

         THERE IS A RISK THAT GOVERNMENT REGULATION OF THE INTERNET COULD BECOME
MORE EXTENSIVE.

         There are currently few laws or regulations directly applicable to
access to or commerce on the Internet. However, due to the increasing popularity
and use of the Internet, it is possible that a number of laws and regulations
may be adopted with respect to the Internet, covering issues such as user
privacy, pricing, characteristics, and quality of products and service. The
Telecommunications Reform Act of 1996 imposes criminal penalties on anyone who
distributes obscene, indecent, or patently offensive communications on the
Internet. Other nations, including Germany, have taken actions to restrict the
free flow of material deemed to be objectionable on the Internet. The adoption
of any additional laws or regulations may decrease the growth of the Internet,
which could in turn decrease the demand for our services and products, and
increase our cost of doing business or otherwise have an adverse effect on our
business, results of operations and financial condition. Moreover, the
applicability to the Internet of existing laws in various jurisdictions
governing issues such as property ownership, libel, and personal privacy is

                                       13
16

uncertain and will take years to resolve. Any such new legislation or regulation
could have a material adverse effect on our business, results of operations, and
financial condition.

         WE MAY NOT BE ABLE TO GENERATE SUFFICIENT REVENUE IF THE ACCEPTANCE OF
ONLINE ADVERTISING, WHICH IS NEW AND UNPREDICTABLE, DOES NOT DEVELOP AND EXPAND
AS WE ANTICIPATE.

         We plan to derive a substantial portion of our future revenues from
online advertising and direct marketing in our branded email, fan club
newsletters, artist web sites and Web-based programs. If these services do not
continue to achieve market acceptance, we may not generate sufficient revenue to
support our continued operations. The Internet has not existed long enough as an
advertising medium to demonstrate its effectiveness relative to traditional
advertising. Advertisers and advertising agencies that have historically relied
on traditional advertising remain slow to adopt online advertising. Many
potential advertisers have limited or no experience using email or the Web as an
advertising medium. They may have allocated only a limited portion of their
advertising budgets to online advertising, or may find online advertising to be
less effective for promoting their products and services than traditional
advertising media. If the market for online advertising fails to develop or
develops more slowly than we expect, we may not sustain revenue growth or
achieve or sustain profitability.

         The market for email advertising in general is vulnerable to the
negative public perception associated with unsolicited email, known as "spam."
Public perception, press reports or governmental action related to spam could
reduce the overall demand for email advertising in general, which could reduce
our revenue and prevent us from achieving or sustaining profitability.

         IF WE DO NOT MAINTAIN AND EXPAND OUR CLIENT AND MEMBER BASE WE MAY NOT
BE ABLE TO COMPETE EFFECTIVELY FOR ADVERTISERS.

         Our revenue has been derived primarily from the licensing of our email
services, set up and hosting fees through PopMail Network, creating content
through IZ.com for specific brands and from management fees, ticket fees,
commerce fees and artist travel packages through Fan Asylum. All three copies
are seeking to provide timely and relevant information to their clients
customers, fans and viewers with personalized content and information that is of
most interest to the opt-in member or fan, through targeted email, personalized
newsletters and fan club sites. If we are unable to maintain and expand our
affinity brand member base and add clients to our "affinity brand network,"
advertisers could find our audience less attractive and effective for promoting
their products and services and we could experience difficulty retaining our
existing advertisers and attracting additional advertisers. To date, we have
relied on referral-based marketing activities to attract a portion of our
members and will continue to do so for the foreseeable future. This type of
marketing is largely outside of our control and there can be no assurance that
it will generate rates of growth in our member base comparable to what we have
experienced to date.

         We would also be unable to grow our member base if a significant number
of our current members and clients stopped using our service. Members may
discontinue using our service if they object to having their online activities
tracked or they do not find our content useful. In addition, our service allows
our members to easily unsubscribe at any time by clicking through a link
appearing at the bottom of our email messages and selecting the particular
categories from which they want to unsubscribe.

         OUR BUSINESS DEPENDS ON OUR ABILITY TO PROVIDE SERVICES THAT CREATE,
DELIVER AND DISTRIBUTE RELEVANT AND APPEALING CONTENT FROM AND FOR OUR CLIENTS
THROUGH OUR AFFINITY EMAIL SERVICES, PUBLISHING TOOLS AND FAN CLUB SITES; IF WE
ARE NOT ABLE TO CONTINUE TO DELIVER SUCH CONTENT OR TO PROVIDE SUCH SERVICES, WE
MAY BE NOT ABLE TO MAINTAIN AND EXPAND OUR MEMBER AND FAN BASE, WHICH COULD
NEGATIVELY AFFECT OUR ABILITY TO RETAIN AND ATTRACT THE ADVERTISERS WE NEED TO
GENERATE ADDITIONAL REVENUES.

                                       14
17

         Through IZ.com and Fan Asylum, we have relied on our editorial staff to
identify and develop substantially all of our content utilizing content derived
from other parties and from our clients. Because our members' preferences are
constantly evolving, our editorial staff may be unable to accurately and
effectively identify and develop content that is relevant and appealing to our
members. As a result, we may have difficulty maintaining and expanding our
member base, which could negatively affect our ability to retain and attract
advertisers. If we are unable to retain and attract advertisers our revenue will
decrease. Additionally, we license a small percentage of our content from third
parties. The loss, or increase in cost, of our licensed content may impair our
ability to assimilate and maintain consistent, appealing content in our email
messages or maintain and improve the services we offer to consumers. We intend
to continue to strategically license a portion of our content for our emails
from third parties, including content that is integrated with internally
developed content. These third-party content licenses may be unavailable to us
on commercially reasonable terms, and we may be unable to integrate third-party
content successfully. The inability to obtain any of these licenses could result
in delays in product development or services until equivalent content can be
identified, licensed and integrated. Any delays in product development or
services could negatively affect our ability to maintain and expand our member
base.

         IF WE DO NOT RESPOND TO OUR COMPETITION EFFECTIVELY, WE MAY LOSE
CURRENT CLIENTS AND MEMBERS AND FAIL TO ATTRACT NEW ADVERTISERS, REDUCING OUR
REVENUES AND HARMING OUR FINANCIAL RESULTS.

         We face intense competition from both traditional and online
advertising and direct marketing businesses. If we do not respond to this
competition effectively, we may not be able to retain current advertisers or
attract new advertisers, which would reduce our revenue and harm our financial
results. Currently, several companies offer competitive email direct marketing
services, such as coolsavings.com, MyPoints.com, NetCreations, YesMail.com,
Digital Impact and Exactis. We also expect to face competition from online
content providers, list aggregators as well as established online portals and
community Web sites that engage in direct marketing programs. Additionally, we
may face competition from traditional advertising agencies and direct marketing
companies that may seek to offer online products or services.

         We also compete in high profile industries where our email services,
publishing tools and fan club site offerings must meet the demands of our fans
and clients. It is imperative that we continue to make enhancements to the email
services, publishing tool and fan club site offerings if we are to continue
growing our client and member base. Failure to make service and product
enhancements could significantly impact our financial results.

         WE DEPEND HEAVILY ON OUR NETWORK INFRASTRUCTURE AND IF THIS FAILS IT
COULD RESULT IN UNANTICIPATED EXPENSES AND PREVENT OUR MEMBERS FROM EFFECTIVELY
UTILIZING OUR SERVICES, WHICH COULD NEGATIVELY IMPACT OUR ABILITY TO ATTRACT AND
RETAIN MEMBERS AND ADVERTISERS.

         Our ability to successfully create and deliver our email messages and
private label newsletters and to keep fan club sites current depends in large
part on the capacity, reliability and security of our networking hardware,
software and telecommunications infrastructure. Failures within our network
infrastructure could result in unanticipated expenses to address such failures
and could prevent our members from effectively utilizing our services, which
could prevent us from retaining and attracting members and advertisers. While
our technology platform is considered state of the art, we do not currently have
fully redundant systems or a formal disaster recovery plan in place for all
companies. Our system is susceptible to natural and man-made disasters,
including earthquakes, fires, floods, power loss and vandalism. Further,
telecommunications failures, computer viruses, electronic break-ins or other
similar disruptive problems could adversely affect the operation of our systems.
Our insurance policies may not adequately compensate us for any losses that may
occur due to any damages or interruptions in our systems. Accordingly, we could
be required to make capital expenditures in the event of unanticipated damage.
In addition, our members depend on Internet service providers, or ISPs, for
access to our Web site. Due to the rapid growth of the Internet, ISPs and Web
sites have experienced significant system failures and could experience outages,
delays and other difficulties due to

                                       15
18

system failures unrelated to our systems. These problems could harm our business
by preventing our members from effectively utilizing our services.

         OUR FUTURE SUCCESS WILL DEPEND ON INCREASED ACCEPTANCE OF THE INTERNET
AS A MEDIUM OF COMMERCE.

         The market for Internet email and other services is relatively new and
evolving rapidly. Our future success will depend, in part, upon our ability to
provide services that are accepted by our existing and future members as an
integral part of their business model. The level of demand for Internet email
and other services will depend upon a number of factors, including the
following:

         -    the growth in consumer access to, and acceptance of, new
              interactive technologies such as the Internet;

         -    the adoption of Internet-based business models; and

         -    the development of technologies that facilitate two-way
              communication between companies and target audiences.

         Significant issues concerning the commercial use of Internet
technologies, including security, reliability, cost, ease of use and quality of
service, remain unresolved and may inhibit the growth of services that use these
technologies. Our future success will depend, in part, on our ability to meet
these challenges, which must be met in a timely and cost-effective manner. We
cannot be sure that we will succeed in effectively meeting these challenges, and
our failure to do so could materially and adversely affect our business.

         Industry analysts and others have made many predictions concerning the
growth of the Internet as a business medium. Many of these historical
predictions have overstated the growth of the Internet. These predictions should
not be relied upon as conclusive. The market for our Internet email services may
not develop, our services may not be adopted and individual personal computer
users in business or at home may not use the Internet or other interactive media
for commerce and communication. If the market for Internet email and other
services fails to develop, or develops more slowly than expected, or if our
services do not achieve market acceptance, our business would be materially and
adversely affected.

         WE MAY INCUR LIABILITY FOR THE INVASION OF PRIVACY.

         The Federal Trade Commission has investigated businesses that have used
personally identifiable information without permission or in violation of a
stated privacy policy. We have established and communicated to our members a
privacy policy. In the event that we convey personally identifiable information
to our corporate customers without permission or in violation of our stated
privacy policy, we may incur liability for the unlawful invasion of privacy.

                               RESTAURANT DIVISION

         OUR ABILITY, OR INABILITY, TO RESPOND TO VARIOUS COMPETITIVE FACTORS
AFFECTING THE RESTAURANT INDUSTRY MAY AFFECT THE MARKET PRICE OF OUR COMMON
STOCK.

         The restaurant industry is highly competitive and is affected by
changes in consumer preferences, as well as by national, regional and local
economic conditions, and demographic trends. Discretionary spending priorities,
traffic patterns, tourist travel, weather conditions, employee availability and
the type, number and location of competing restaurants, among other factors,
will also directly affect the performance of our restaurants. Changes in any of
these factors in the markets where we currently operate our restaurants could
adversely affect the results of our operations. Furthermore, the restaurant
industry in general is highly

                                       16
19

competitive based on the type, quality and selection of the food offered, price,
service, location and other factors and, as a result, has a high failure rate.
The themed restaurant industry is relatively young, is particularly dependent on
tourism and has seen the emergence of a number of new competitors. We compete
with numerous well-established competitors, including national, regional and
local restaurant chains, many of which have greater financial, marketing,
personnel and other resources and longer operating histories than us. As a
result, we may be unable to respond to the various competitive factors affecting
the restaurant industry.

         WE HAVE ENTERED INTO NON-CANCELABLE LEASES UNDER WHICH WE ARE OBLIGATED
TO MAKE PAYMENTS FOR TERMS OF 12 TO 15 YEARS.

         We have entered into long-term leases relating to the Kenwood, Mall of
America and Denver restaurants. These leases are non-cancelable by us (except in
limited circumstances) and range in term from 12 to 15 years. Although we have
sold the Kenwood restaurant and assigned the related lease to an unrelated third
party who is currently making the required lease payments, we remain the primary
obligor under the lease. If we decide to close any of our existing restaurants,
we may nonetheless be committed to perform our obligations under the applicable
lease, which would include, among other things, payment of the applicable base
rent for the balance of the respective lease term. Such continued obligations
increase our chances of closing a restaurant without receiving an adequate
return on our investment.

         AMONG OTHER ECONOMIC FACTORS OVER WHICH WE HAVE NO CONTROL, THE SUCCESS
OF OUR RESTAURANTS WILL DEPEND ON CONSUMER PREFERENCES AND THE PREVAILING LEVEL
OF DISCRETIONARY CONSUMER SPENDING.

         The success of our restaurant division depends to a significant degree
on a number of economic conditions over which we have no control, including:

         -    discretionary consumer spending;

         -    the overall success of the malls, entertainment centers and other
              venues where Cafe Odyssey restaurants are or will be located;

         -    economic conditions affecting disposable consumer income; and

         -    the continued popularity of themed restaurants in general and the
              Cafe Odyssey concept in particular.

         Furthermore, most themed restaurants are especially susceptible to
shifts in consumer preferences because they open at or near capacity and
frequently respond to such shifts by experiencing a decline in revenue growth or
of actual revenues. An adverse change in any or all of these conditions would
have a negative effect on our operations and the market value of our common
stock.

         OUR RESTAURANT DIVISION IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION
WHICH COULD HAVE A NEGATIVE EFFECT ON OUR BUSINESS.

         The restaurant industry, and to a lesser extent, the retail
merchandising industry, are subject to numerous federal, state, and local
government regulations, including those relating to:

         -    the preparation and sale of food
         -    building and zoning requirements
         -    environmental protections
         -    minimum wage requirements
         -    overtime
         -    working and safety conditions
         -    the sale of alcoholic beverages
         -    sanitation

                                       17
20

         -    relationships with employees
         -    unemployment
         -    workers compensation
         -    citizenship requirements

         Any change in the current status of such regulations, including an
increase in employee benefits costs, workers' compensation insurance rates, or
other costs associated with employees, could substantially increase our
compliance and labor costs. Because we pay many of our restaurant-level
personnel rates based on either the federal or the state minimum wage, increases
in the minimum wage would lead to increased labor costs. In addition, our
operating results would be adversely affected in the event we fail to maintain
our food and liquor licenses. Furthermore, restaurant operating costs are
affected by increases in unemployment tax rates, sales taxes and similar costs
over which we have no control.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the resale of the shares offered
by this prospectus.

                                       18
21

                              SELLING SHAREHOLDERS

         The following table sets forth the number of shares of the common stock
owned by the selling shareholders in this offering as of October 11, 2000 and
after giving effect to this offering.
Shares          Percentage                           Percentage
                                              Beneficially       Beneficial          Number of        Beneficial
                                                 Owned            Ownership        Shares Offered      Ownership
                                                 Before            Before            by Selling          After
Name                                            Offering          Offering          Shareholder        Offering
----                                            --------          --------          -----------        --------
Andrea Stevenson                                 14,472              *                 14,472              *
Phaylen Abdullah                                 14,472              *                 14,472              *
Allen Grossman                                   14,472              *                 14,472              *
Alex Campbell                                    14,472              *                 14,472              *
Paul S. Kupferman                                11,573              *                 11,573              *
William A. Whittle                               14,472              *                 14,472              *
Eda Benjakul                                     14,472              *                 14,472              *
Beth Kochendorfer                                 7,724              *                  7,724              *
Lewis Silverberg                                 15,422              *                 15,422              *
Mike D. Kail                                      3,079              *                  3,079              *
Karen Chapman                                    30,869              *                 30,869              *
Tom Huppert                                       2,309              *                  2,309              *
Hollis Loesberg                                   2,900              *                  2,900              *
Mia Wasilovich                                    3,284              *                  3,284              *
Robin Hill                                        1,540              *                  1,540              *
Alison Gallant                                    1,437              *                  1,437              *
Rand Ballard                                      3,849              *                  3,849              *
Hiromi Morishita                                    975              *                    975              *
Frederick Nager                                   1,925              *                  1,925              *
Susan Sibold                                      2,900              *                  2,900              *
Jan Lucas                                        14,472              *                 14,472              *
Jimmy Chen                                          975              *                    975              *
Roy Eisenstein                                    2,900              *                  2,900              *
                                               --------                              --------
                                                194,965                               194,965
                                                =======                               =======
------------
*Less than 1%.

                                       19
22

                              PLAN OF DISTRIBUTION

         Sales of shares may be effected by the Selling Shareholders at various
times in one or more types of transactions (which may include block
transactions) on the Nasdaq SmallCap Market, in negotiated transactions, through
put or call options transactions relating to the shares, through short sales of
shares, or a combination of such methods of sale at market prices prevailing at
the time of sale or at negotiated prices. Such transactions may or may not
involve brokers or dealers. The Selling Shareholders have advised us that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of the shares, nor are there
any underwriters or coordinating brokers acting in connection with the proposed
sale of shares by the Selling Shareholders.

         The Selling Shareholders and any broker-dealers that act in connection
with the sale of securities might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received by
such broker-dealers and any profit on the resale of the securities sold by them
while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act.

         Because the Selling Shareholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act, the Selling
Shareholders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the Selling Shareholders that the
anti-manipulative provisions of Regulation M promulgated under the Securities
Exchange Act of 1934, as amended, may apply to the Selling Shareholders' sales
in the market.

         The Selling Shareholders also may resell all or a portion of the shares
in open market transactions in reliance upon Rule 144 under the Securities Act,
provided such sales meet the criteria and conform to the requirements of that
Rule.

                       WHERE YOU CAN FIND MORE INFORMATION

         Federal securities law requires us to file information with the
Securities and Exchange Commission concerning its business and operations.
Accordingly, we file annual, quarterly, and special reports, proxy statements
and other information with the Commission. You can inspect and copy this
information at the Public Reference Facility maintained by the Commission at
Judiciary Plaza, 450 5th Street, N.W., Room 1024, Washington, D.C. 20549. You
can also do so at the following regional offices of the Commission:

         (1)      New York Regional Office, 7 World Trade Center, Suite 1300,
                  New York, New York 10048.

         (2)      Chicago Regional Office, Citicorp Center, 500 West Madison
                  Street, Suite 1400, Chicago, Illinois 60661.

         You can receive additional information about the operation of the
Commission's Public Reference Facilities by calling the Commission at
1-800-SEC-0330. The Commission also maintains a web site at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding companies that, like PopMail.com, file information electronically with
the Commission.

         The Commission allows us to "incorporate by reference" information that
has been filed with it, which means that we can disclose important information
to you by referring you to the other information we have filed with the
Commission. The information that we incorporate by reference is considered to be
part of this prospectus, and related information that we file with the
Commission will automatically update and supersede information we have included
in this prospectus. We also incorporate by reference any future filings we make
with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, until the selling shareholders sell all of
their shares or until the registration rights of the selling shareholders
expire. This prospectus is part of a registration statement that we filed with
the Commission (Registration No. 333-32232). The following are specifically
incorporated herein by reference:

                                       20
23

         1.       Annual Report on Form 10-KSB for the fiscal year ended January
                  2, 2000 filed with the Commission on April 3, 2000;

         2.       Quarterly Report on Form 10-QSB filed with the Commission on
                  May 17, 2000;

         3.       Quarterly Report on Form 10-QSB filed with the Commission on
                  August 16, 2000;

         4.       Current Report on Form 8-K/A filed with the Commission on
                  April 24, 2000; Current Report on Form 8-K filed with the
                  Commission on May 8, 2000; Current Report on Form 8-K filed
                  with the Commission on June 30, 2000; and Current Report on
                  Form 8-K filed with the Commission on September 20, 2000; and

         5.       The description of common stock included under the caption
                  "Securities to be Registered" in the Company's registration
                  statement on Form 8-A, File No. 0-23243, dated October 21,
                  1997, including any amendments or reports filed for the
                  purpose of updating such description.

         You can request a free copy of the above filings or any filings
subsequently incorporated by reference into this prospectus by writing or
calling us at the following address:

                                PopMail.com, inc.
                Attention: Stephen Spohn, Chief Financial Officer
                         1333 Corporate Drive, Suite 350
                                Irving, TX 75038
                                 (972) 550-5500

         You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement or amendment to this prospectus.
We have not authorized anyone else to provide you with different information or
additional information. Selling shareholders will not make an offer of our
common stock in any state where the offer is not permitted. You should not
assume that the information in this prospectus, or any supplement or amendment
to this prospectus, is accurate at any date other than the date indicated on the
cover page of such documents.

                    NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements contained in this prospectus and in the documents
incorporated by reference in this prospectus are "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements can be
identified by the use of predictive, future-tense or forward-looking
terminology, such as "believes," "anticipates," "expects," "estimates," "may,"
"will" or similar terms. Forward-looking statements also include projections of
financial performance, statements regarding management's plans and objectives
and statements concerning any assumption relating to the foregoing. Important
factors regarding PopMail.com, inc.'s business, operations and competitive
environment which may cause actual results to vary materially from these
forward-looking statements are discussed under the caption "Risk Factors."

                                  LEGAL MATTERS

         Legal matters in connection with the validity of the shares offered by
this Prospectus have been passed upon for the Company by Maslon Edelman Borman &
Brand, LLP, Minneapolis, Minnesota.

                                     EXPERTS

         On September 30, 1999, with the approval of our Board of Directors, we
engaged Grant Thornton LLP as our independent public accountants. Prior to the
engagement of Grant Thornton LLP, Arthur

                                       21
24

Andersen LLP had served as our principal independent public accountants. The
report prepared by Arthur Andersen LLP as of January 3, 1999 and for the year
then ended, contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty of audit scope or accounting principles.
However, such report included an explanatory paragraph with respect to the
uncertainty regarding our ability to continue as a going concern, as discussed
in Note 1 to the financial statements. In connection with the audits as of
January 3, 1999 and December 27, 1997 and through September 30, 1999, there had
been no disagreements with Arthur Andersen LLP on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Arthur
Andersen LLP, would have caused Arthur Andersen LLP to make reference to the
subject matter of the disagreements in its report.

         The consolidated financial statements of PopMail.com, inc. (f/k/a Cafe
Odyssey, Inc.) as of January 3, 1999, for the year then ended, incorporated by
reference in this prospectus and elsewhere in the registration statement of
which this prospectus is a part, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in its report with respect thereto,
and are incorporated herein in reliance upon the authority of Arthur Andersen
LLP as experts in giving said report.

         The consolidated financial statements of PopMail.com, inc. (f/k/a Cafe
Odyssey, Inc.) as of January 2, 2000, for the year then ended, incorporated by
reference in this prospectus and elsewhere in the registration statement of
which this prospectus is a part, have been audited by Grant Thornton LLP,
independent certified public accountants, as indicated in its report with
respect thereto, and are incorporated herein in reliance upon the authority of
Grant Thornton LLP as experts in giving such report.

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to any proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines, including, without limitation, excise taxes
assessed against such person with respect to an employee benefit plan,
settlements, and reasonable expenses, including attorney's fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person has not been indemnified by another organization or
employee benefit plan for the same expenses with respect to the same acts or
omissions; acted in good faith; received no improper personal benefit and
Section 302A.255, if applicable, has been satisfied; in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and in
the case of acts or omissions by persons in their official capacity for the
corporation, reasonably believed that the conduct was in the best interests of
the corporation, or in the case of acts or omissions by persons in their
capacity for other organizations, reasonably believed that the conduct was not
opposed to the best interests of the corporation. Subdivision 4 of Section
302A.521 of the Minnesota Statutes provides that a corporation's articles of
incorporation or bylaws may prohibit such indemnification or place limits upon
the same. The Company's articles and bylaws do not include any such prohibition
or limitation. As a result, the Company is bound by the indemnification
provisions set forth in Section 302A.521 of the Minnesota Statutes. As permitted
by Section 302A.251 of the Minnesota Statutes, the Articles of Incorporation of
the Company provide that a director shall, to the fullest extent permitted by
law, have no personal liability to the Company and its shareholders for breach
of fiduciary duty as a director.

         To the extent that indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

                                       22
25

                                 194,965 SHARES

                                POPMAIL.COM, INC.

                                  COMMON STOCK

                             ----------------------

                                   PROSPECTUS

                             ----------------------

                                October 11, 2000

                                       23
26

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
Exchange Commission ("SEC") are incorporated herein by reference and made a part
hereof:

(1)      the Registrant's Annual Report on Form 10-KSB for the year ended
         January 2, 2000 filed with the SEC on April 3, 2000;

(2)      the Registrant's Preliminary Proxy Statement filed with the SEC on
         April 18, 2000;

(3)      the Registrant's Amended Current Report on Form 8-K/A filed with the
         SEC on April 24, 2000;

(4)      the Registrant's Definitive Proxy Statement filed with the SEC on May
         1, 2000;

(5)      the Registrant's Current Report on Form 8-K filed with the SEC on May
         8, 2000;

(6)      the Registrant's Revised Proxy Statement filed with the SEC on May 9,
         2000;

(7)      the Registrant's Quarterly Report on Form 10-QSB for the three months
         ended April 2, 2000 filed with the SEC on May 17, 2000;

(8)      the Registrant's Current Report on Form 8-K filed with the SEC on June
         30, 2000;

(9)      the Registrant's Current Report on Form 8-K filed with the SEC on
         September 20, 2000;

(10)     the Registrant's Quarterly Report on Form 10-QSB for the three months
         ended July 2, 2000 filed with the SEC on August 16, 2000; and

(11)     the description of the Registrant's common stock contained in its
         Registration Statement on Form 8-A filed pursuant to Section 12 of the
         Exchange Act (and all amendments thereto and reports filed for the
         purpose of updating such description).

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company is governed by Minnesota Statues Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceedings, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the

                                      II-1
27

case of acts or omissions by persons in their capacity for other organizations,
reasonably believed that the conduct was not opposed to the best interests of
the corporation.

ITEM 8.  EXHIBITS.

4(a)     PopMail.com, inc. Subsidiary Advisor Stock Option Plan;

4(b)     Articles of Incorporation of the Company as Amended (incorporated
         herein by reference from Exhibit 3.1 to the Registrant's Quarterly
         Report on Form 10-QSB for the quarter ended April 4, 1999);

4(c)     Articles of Amendment to Articles of Incorporation (incorporated by
         reference from Exhibit 3.1(d) to the Registrant's Current Report on
         Form 8-K dated September 1, 1999);

4(d)     Bylaws of the Company (incorporated herein by reference as Exhibit 3(b)
         to the Registrant's Registration Statement on Form SB-2 (No.
         333-34235));

5        Opinion of Maslon Edelman Borman & Brand, LLP;

23(a)    Consent of Arthur Andersen  LLP;

23(b)    Consent of Grant Thornton LLP;

23(c)    Consent of Grant Thornton LLP;

23(d)    Consent of Ernst & Young LLP;

23(e)    Consent of Maslon Edelman Borman & Brand, LLP (contained in Exhibit 5);
         and

24(a)    Power of Attorney (included on signature page).

ITEM 9.   UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement;

                  (i)      To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high and of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than 20 percent change in
                           the maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution no previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                                      II-2
28

         (3)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (4)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Security
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-3
29

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Irving, State of Texas, as of October 11, 2000.

                                               POPMAIL.COM, INC.

                                               By: /s/ Gary W. Schneider
                                                   -----------------------------
                                                   Gary W. Schneider
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of PopMail.com, inc. hereby
severally constitute Gary W. Schneider and Stephen Spohn and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names, in the capacities indicated below the
registration statement filed herewith and any amendments to said registration
statement, and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable PopMail.com, inc. to comply with
the provisions of the Securities Act of 1933 as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Exchange Act of 1933,
this registration statement has been signed below as of October 11, 2000 by the
following persons in the capacities and as of the date indicated.
NAME                                                             TITLE
/s/ Gary W. Schneider                                            Chief Executive Officer and Director
------------------------------------                             (Principal Executive Officer)
Gary W. Schneider

/s/ Stephen Spohn                                                Chief Financial Officer
------------------------------------                             (Principal Financial and Accounting Officer)
Stephen Spohn

/s/ Thomas W. Orr                                                Director
------------------------------------
Thomas W. Orr

/s/ Jesse Berst                                                  Chief Operating Officer and Director
------------------------------------
Jesse Berst

/s/ Michael L. Krienik                                           Director
------------------------------------
Michael L. Krienik

/s/ Steve Maudlin                                                Director
------------------------------------
Steve Maudlin
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                                    EXHIBITS
Exhibit      Description of Document
  --------------  --------------------------------------------------------------------------------------------------
4(a)       PopMail.com, inc. Subsidiary Advisor Stock Option Plan
       5          Opinion of Maslon Edelman Borman & Brand, LLP
       23(a)      Consent of Arthur Andersen LLP
       23(b)      Consent of Grant Thornton LLP
       23(c)      Consent of Grant Thornton LLP
       23(d)      Consent of Ernst & Young LLP
       23(e)      Consent of Maslon Edelman Borman & Brand, LLP (included in Exhibit 5).
       24         Power of Attorney (included on page II-3).
II-5