<PAGE>   1


                    U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB


        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED APRIL 2, 2000

                                       OR

   [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
       ACT OF 1934

                FOR THE TRANSITION PERIOD FROM _______ TO _______


                         COMMISSION FILE NUMBER 0-23243
--------------------------------------------------------------------------------



                                POPMAIL.COM, INC.
                 (Name of Small Business Issuer in Its Charter)

   MINNESOTA                                                       31-1487885
(State or Other Jurisdiction of                                (I.R.S. Employer
Incorporation or Organization)                               Identification No.)


               1333 CORPORATE DRIVE, SUITE 350, IRVING, TX. 75038
                    (Address of Principal Executive Offices)

                                  972-550-5500
                (Issuer's Telephone Number, Including Area Code)


              (Former Name, Former Address and Former Fiscal Year,
                         If Changed Since Last Report)


Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X]  No [ ]

As of May 12, 2000, there were 36,354,928 shares of common stock, $.01 par
value, outstanding.

Transitional Small Business Disclosure Format (check One): Yes [ ]  No [X]




                                       1


<PAGE>   2



                           FORWARD-LOOKING STATEMENTS

Certain of the matters discussed in the following pages constitute
"forward-looking statements" within the meaning of the Securities Act of 1933,
as amended and the Securities Exchange Act of 1934, as amended. Forward-looking
statements involve a number of risks and uncertainties, and, in addition to the
factors discussed in this Form 10-QSB, other factors that could cause actual
results to differ materially are the following: the economic conditions in the
new markets into which the Company expands and the possible uncertainties in the
customer base in these areas; competitive pressures from other restaurant
companies and providers of email-based services; ability to raise additional
capital required to support the Company's operations and enable the Company to
pursue its business plan; government regulation of the Internet; business
conditions, such as inflation or a recession, and growth in the general economy;
changes in monetary and fiscal policies, other risks identified from time to
time in the Company's SEC reports, registration statements and public
announcements.

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




                                       2



<PAGE>   3


                                POPMAIL.COM, INC.
                                FORM 10-QSB INDEX
                                  APRIL 2, 2000

<TABLE>
<CAPTION>
                                                                                                               Page



<S>                                                                                                            <C>
PART I        FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

              Balance Sheets -
                  As of April 2, 2000 and January 2, 2000                                                        4

              Statements of Operations -
                  For the thirteen weeks ended April 2, 2000 and April 4, 1999                                   5

              Statements of Cash Flows -
                  For the thirteen weeks ended April 2, 2000 and April 4, 1999                                   6

              Condensed Notes to the Financial Statements                                                        7


ITEM 2.       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                                                 12



PART II       OTHER INFORMATION


ITEM 1.       Legal Proceedings                                                                                 28

ITEM 2.       Changes in Securities and Use of Proceeds                                                         28

ITEM 6.       Exhibits and Reports on Form 8-K                                                                  28


              Signatures                                                                                        29

</TABLE>




                                       3



<PAGE>   4


                         PART I - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                                POPMAIL.COM, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              (Unaudited)
                                                                                April 2,               January 2,
                                                                                 2000                    2000
                                                                           ------------------      ------------------
                                     ASSETS
<S>                                                                        <C>                     <C>
       CURRENT ASSETS
            Cash and equivalents                                           $        1,669,981      $        1,136,137
            Accounts receivable                                                       462,477                 275,655
            Inventories                                                               114,160                 111,807
            Other current assets                                                      378,951                 483,496
                                                                           ------------------      ------------------
                Total current assets                                                2,625,569               2,007,095


       PROPERTY AND EQUIPMENT, net                                                 16,779,233              14,866,802
       GOODWILL, net                                                               81,025,185              36,277,346
       OTHER ASSETS                                                                   707,829                 344,121
                                                                           ------------------      ------------------
                                                                           $      101,137,816      $       53,495,364
                                                                           ==================      ==================

            LIABILITIES AND SHAREHOLDERS' EQUITY
       CURRENT LIABILITIES
            Notes payable                                                  $        1,879,596      $        6,037,518
            Convertible promissory notes payable                                    1,691,665               1,460,417
            Current maturities of long-term debt                                      193,833                 193,833
            Accounts payable                                                          665,511               1,604,952
            Due to affiliates                                                              --                 120,000
            Accrued expenses                                                        1,297,260               1,286,852
                                                                           ------------------      ------------------
                Total current liabilities                                           5,727,865              10,703,572


       DEFERRED RENT CREDITS                                                        3,516,550               3,650,512
       LONG-TERM OBLIGATIONS, less current maturities                               1,856,634               1,883,688
                                                                           ------------------      ------------------
                Total liabilities                                                  11,101,049              16,237,772
                                                                           ------------------      ------------------

       COMMITMENTS AND CONTINGENCIES


       SHAREHOLDERS' EQUITY
            Common stock, $.01 par value, 100,000,000 shares
                 authorized; 36,352,928 and 24,695,872 shares
                 issued and outstanding                                               363,529                 246,958
             Series C 8% convertible preferred stock                                   30,000                 693,000
             Series D 8% convertible preferred stock                                       --               2,288,000
             Series E convertible preferred stock                                     450,000                 350,000
             Series F preferred stock                                              48,640,477                      --
            Additional paid-in capital                                             92,485,840              74,901,160
            Less common stock subscribed and notes receivable
                  from affiliate                                                   (2,948,430)             (2,850,000)
            Accumulated deficit                                                   (48,984,649)            (38,371,526)
                                                                           ------------------      ------------------
                Total shareholders' equity                                         90,036,767              37,257,592
                                                                           ------------------      ------------------
                                                                           $      101,137,816      $       53,495,364
                                                                           ==================      ==================
</TABLE>



The accompanying condensed notes are an integral part of these financial
statements.




                                       4


<PAGE>   5


                                POPMAIL.COM, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>

                                                                                     Thirteen weeks ended
                                                                           ------------------------------------------
                                                                                    April 2,                April 4,
                                                                                     2000                     1999
                                                                           ------------------      ------------------
<S>                                                                        <C>                     <C>
       REVENUES
       Restaurant sales, net                                               $        2,446,198      $        2,332,632
       E-mail services                                                                377,405                      --
                                                                           ------------------      ------------------
                                                                                    2,823,603               2,332,632



       COSTS AND EXPENSES:
            Restaurant food, beverage and retail costs                                623,661                 606,587
            Restaurant operating expenses                                           1,690,065               1,716,303
            Restaurant depreciation                                                   312,784                 258,168
            Amortization of goodwill                                                5,456,604                      --
            Pre-opening expenses                                                           --                 572,932
            General, administrative and development expenses                        3,443,306                 480,247
                                                                           ------------------      ------------------
                                                                                   11,526,420               3,634,237
                                                                           ------------------      ------------------


       LOSS FROM OPERATIONS                                                        (8,702,817)             (1,301,605)
                                                                           ------------------      ------------------

       OTHER INTEREST INCOME (EXPENSE)
             Interest expense                                                        (588,959)               (142,049)
             Interest income                                                           60,731                      38
             Debt guarantee costs                                                    (155,000)                     --
             Financial advisory services                                           (1,227,078)                     --
                                                                           ------------------      ------------------
                                                                                   (1,910,306)               (142,011)
                                                                           ------------------      ------------------

       NET LOSS                                                            $      (10,613,123)     $       (1,443,616)
                                                                           ==================      ==================

       BASIC AND DILUTED NET LOSS PER SHARE                                $            (0.34)     $            (0.18)
                                                                           ==================      ==================

       BASIC AND DILUTED WEIGHTED AVERAGE
         OUTSTANDING SHARES                                                        31,570,115               8,055,476
                                                                           ==================      ==================

</TABLE>




The accompanying condensed notes are an integral part of these financial
statements.




                                        5




<PAGE>   6


                                POPMAIL.COM, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                    Thirteen weeks ended
                                                                           ------------------------------------------
                                                                              April 2,                 April 4,
                                                                                2000                     1999
                                                                           ------------------      ------------------

<S>                                                                        <C>                     <C>
       OPERATING ACTIVITIES:
          Net loss                                                         $      (10,613,123)     $       (1,443,616)

          Adjustments to reconcile net loss
          to cash flows from operating activities:
             Restaurant depreciation                                                  312,784                 258,168
             Amortization of goodwill                                               5,456,604                      --
             Amortization of deferred rent                                           (133,962)                 67,966
             Amortization of warrant discount                                         536,522                      --
             Common stock issued in lieu of compensation                                   --                 197,708
             Common stock issued for services and interest                            455,498                      --
          Changes in operating assets and liabilities:
             Accounts receivable                                                     (186,822)                     --
             Inventories                                                               (2,353)                (41,518)
             Other current assets                                                     104,545                (378,658)
             Other assets                                                            (363,708)                 (3,563)
             Accounts payable                                                        (939,441)              2,463,622
             Accrued expenses                                                          10,408                  97,151
                                                                           ------------------      ------------------
               Net cash provided by (used in) operating activities                 (5,363,048)              1,217,260
                                                                           ------------------      ------------------

       INVESTING ACTIVITIES:
          Purchases of property and equipment                                      (2,225,215)             (3,913,467)
                                                                           ------------------      ------------------

       FINANCING ACTIVITIES:
          Proceeds from issuance of stock                                           7,894,502                      --
          Proceeds from issuance of preferred stock                                   100,000                      --
          Proceeds from exercise of options and warrants                            5,848,125                      --
          Proceeds from short-term notes payable                                           --               1,125,000
          Proceeds from long-term debt                                                     --               1,000,000
          Tenant allowance collected                                                       --               1,000,000
          Advances from shareholder                                                        --                  50,000
          Payments on advances from shareholders and officers                        (120,000)                 98,842
          Payments on short-term notes payable                                     (5,554,695)                     --
          Payments on long-term debt                                                  (45,825)                (26,132)
                                                                           ------------------      ------------------
             Net cash provided by financing activities                              8,122,107               3,247,710
                                                                           ------------------      ------------------

       INCREASE IN CASH AND EQUIVALENTS                                               533,844                 551,503


       CASH AND EQUIVALENTS, beginning of period                                    1,136,137                 106,247
                                                                           ------------------      ------------------

       CASH AND EQUIVALENTS, end of period                                 $        1,669,981      $          657,750
                                                                           ==================      ==================

       SUPPLEMENTAL DISCLOSURE OF CASH
              FLOW INFORMATION:
                Cash paid for interest                                     $          116,552      $           95,447
                Non-cash item - landlord allowance receivable                              --                 962,500

</TABLE>




The accompanying condensed notes are an integral part of these financial
statements.




                                       6

<PAGE>   7


                                POPMAIL.COM, INC.
                   CONDENSED NOTES TO THE FINANCIAL STATEMENTS
                                  APRIL 2, 2000
                                   (UNAUDITED)


NOTE A  -  NATURE OF THE BUSINESS

PopMail.com, inc. ("the Company" or "PopMail"), consists of two divisions, the
restaurant division and the e-mail services division.

The restaurant division develops, owns and operates upscale casual restaurants
with multiple themed dining rooms. The Company has "Cafe Odyssey" restaurants at
the Mall of America in Bloomington, Minnesota, which opened in June 1998 and at
the Denver Pavilions, in Denver, Colorado, which opened in March 1999. The
Company closed its Cincinnati, Ohio location in September 1999 and is currently
finalizing the sale of this restaurant.

The e-mail services division provides permission marketing and affinity-based
e-mail communications concentrating primarily on the needs of businesses in the
broadcast, media, sports and entertainment industries located throughout the
United States.


NOTE B  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information pursuant to the rules and regulations of the Securities
and Exchange Commission. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the three month period ended April 2,
2000 are not necessarily indicative of the results that may be expected for the
year as a whole. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended January 2, 2000.

Net Loss Per Common Share

Basic and diluted net loss per common share is computed by dividing the net loss
by the weighted average number of common shares outstanding during the year. The
impact of common stock equivalents has been excluded from the computation of
weighted average common shares outstanding, as the net effect would be
antidilutive.

Use of Estimates

Preparing financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Income Taxes

The Company accounts for income taxes using the liability method to recognize
deferred income tax assets and liabilities. Deferred income taxes are provided
for differences between the financial reporting and tax bases of the Company's
assets and liabilities at currently enacted tax rates.




                                       7


<PAGE>   8

                                POPMAIL.COM, INC.
               CONDENSED NOTES TO THE FINANCIAL STATEMENTS (CONT.)
                                  APRIL 2, 2000
                                   (UNAUDITED)


As of April 2, 2000 and January 2, 2000, the Company's deferred taxes consisted
primarily of net operating loss carryforwards, pre-opening costs not currently
deductible and accelerated methods of depreciation. The Company has recorded a
full valuation allowance against the net deferred tax asset due to the
uncertainty of realizing the related benefits.


NOTE C - BUSINESS COMBINATION

On February 9, 2000, the Company completed its merger with IZ.com Incorporated
("IZ.com"), a development stage online convergent media company. The merger was
accounted for under the purchase method of accounting with the operations of
IZ.com included in the Company's consolidation as of that date. The former
stockholders of IZ.com were issued 287,408 shares of Series F convertible
preferred stock, with an additional 130,508 shares issuable upon the exercise of
IZ.com options assumed by PopMail. Both the Series F and option shares are
currently convertible into common at a rate of 12.977 shares for each share of
Series F Preferred. This conversion ratio will increase to a rate of 25.66
shares upon approval of the merger by the shareholders of PopMail. Assuming
conversion of all potentially issuable shares at the higher conversion rate,
they will convert into approximately 10,725,000 shares of the Company's common
stock valued at approximately $47,825,000, using a share price based upon the
average closing price of the five business days prior to the closing of the
transaction. These financial statements have been prepared assuming shareholder
ratification of the merger. With closing costs, the total consideration plus the
fair value of the net liabilities assumed resulted in approximately $50,205,000
of goodwill being created in the merger, which will be amortized on a
straight-line basis over three years.

During the period from February 9, 1999 (inception) through December 31, 1999,
IZ.com incurred a net loss of approximately $5,000,000, representing start-up
expenses.

NOTE D  -  SHAREHOLDERS' EQUITY

Preferred Stock

Series C - In July 1999, the Company issued 2,000 shares of Series C 8%
convertible preferred stock with a stated value of $1,000 per share in a private
placement. In addition, the Company issued warrants for the purchase of 300,000
shares of common stock at $3.00 per share to the investor. The Series C shares
are convertible into the Company's common stock at a price equal to 65% of the
market value at the time of conversion. During the quarter ended April 2, 2000,
575 shares of Series C were converted into 374,570 shares of common stock
leaving 30 shares outstanding at period end.

Series D - In August 1999, the Company issued 2,200 shares of Series D 8%
convertible preferred stock with a stated value of $1,000 per share in a private
placement. In addition, the Company issued warrants for the purchase of 300,000
shares of common stock at $3.00 per share to the investor. The Series D shares
are convertible into the Company's common stock at a price equal to 65% of the
market value at the time of conversion. During the quarter ended April 2, 2000,
all 2200 shares of Series D were converted into 965,647 shares of common stock.

Series E - Beginning in October 1999, the Company began issuing shares of Series
E convertible preferred stock with a stated value of $2.00 per share in a
private placement. As of April 2, 2000, the Company has issued 225,000 shares.
For each Series E share issued, a warrant was also issued for the purchase of a
share of common stock at $3.00 per share. Each Series E share is convertible
into one share of common stock. Series E shares are not entitled to dividends.




                                       8

<PAGE>   9



                                POPMAIL.COM, INC.
               CONDENSED NOTES TO THE FINANCIAL STATEMENTS (CONT.)
                                  APRIL 2, 2000
                                   (UNAUDITED)


Series F - In connection with the IZ.com merger, 287,408 shares of Series F
convertible preferred stock were issued to the former stockholders of IZ.com,
with an additional 130,508 shares issuable upon the exercise of IZ.com options
assumed by PopMail. The Series F shares are currently convertible into shares of
the Company's common stock at a rate of 12.977 shares for each share of Series F
preferred stock. This conversion ratio will increase to a rate of 25.66 shares,
upon approval of the merger by the shareholders of PopMail. Assuming conversion
of all potentially issuable shares at the higher conversion rate. The Series F
preferred stock (including shares issuable upon exercise of IZ.com options) will
convert into approximately 10,725,000 shares of the Company's common stock.

Private Placements

During the quarter ended April 2, 2000, the Company completed a private
placement offering of 2,350,000 units priced at $1.00 per unit. Each unit
consisted of one share of the Company's common stock and one five-year warrant
to purchase one share of the Company's common stock with an exercise price of
$2.00.

Also during the quarter ended April 2, 2000, the Company completed a second
private placement offering of 2,666,667 units priced at $2.25 per unit. Each
unit consisted of one share of the Company's common stock and one five-year
warrant to purchase one share of the Company's common stock with an exercise
price of $3.00.

The proceeds from these private placements were used to repay the Company's
obligations to affiliates and all but $1,000,000 of the Company's $6,037,518
notes payable outstanding at January 2, 2000.  Such proceeds were also used to
fund the continuing operating needs of the Company.


NOTE E  -  CONTINGENCIES

The Company is involved in various legal actions arising in the ordinary course
of business. In the opinion of management, the ultimate disposition of these
matters will not have a material adverse effect on the Company's financial
position or the results of its operations.


NOTE F  -  NOTES PAYABLE

Notes payable consists of the following:


<TABLE>
<CAPTION>

                                                                                       April 2,          January 2,
                                                                                         2000               2000
                                                                                    -------------      ------------
<S>                                                                                 <C>                <C>
     Short-term revolving line of credit                                            $   1,000,000      $  2,000,000
     Short-term revolving loan                                                                 --           825,000
     Short-term promissory notes, net of discounts                                             --         2,082,823
     Other (a)                                                                            879,596           129,695
                                                                                    -------------      ------------

                                                                                    $   1,879,596      $  6,037,518
                                                                                    =============      ============
</TABLE>


(a)  The April 2, 2000 balance represents short term notes assumed in the IZ.com
     merger.




                                       9

<PAGE>   10


                                POPMAIL.COM, INC.
               CONDENSED NOTES TO THE FINANCIAL STATEMENTS (CONT.)
                                  APRIL 2, 2000
                                   (UNAUDITED)

NOTE G  -  BUSINESS SEGMENTS

The Company operates in two reportable segments, restaurant operations and
e-mail services. The e-mail marketing services segment began in the third
quarter of 1999. Beginning in 2000, the Company's general, administrative and
development expenses are included in the e-mail services segment, with the
exception of those expenses directly attributable to the restaurant division.
Information relating to these segments for the first quarter of 2000 are as
follows:


<TABLE>
<CAPTION>
                                                           Restaurant              e-mail
                                                           operations             services                Total
                                                          -------------         -------------          -------------
<S>                                                       <C>                   <C>                    <C>
     Net revenues                                         $   2,446,198         $     377,405          $   2,823,603
     Loss from operations                                      (180,312)           (8,522,505)            (8,702,817)
     Total assets                                            14,218,461            86,919,355            101,137,816

</TABLE>



NOTE H  -  SUBSEQUENT EVENTS

Related Party Transaction

In April 2000, the Company advanced the sum of $245,000 to a partnership
controlled by an individual who is a significant shareholder, director and
executive officer of the Company. Under the terms of the note receivable issued
by the partnership to the Company, the entire principal plus interest accruing
at the rate of 5.74% per annum is due to the Company in March 2002. The
partnership has pledged 122,500 shares of the Company's common stock as security
for the note. Proceeds of the advance were used to purchase additional shares of
the Company's stock issued in connection with the ROI acquisition. Accordingly,
this note will be classified as a reduction of shareholders' equity in the
accompanying financial statements.

Warrants

In April 2000, the Company  re-priced 250,000 previously issued $5.00 per share
warrants to $2.00 per share, to induce a warrant holder to exercise warrants
previously issued.

Private Placement

In April 2000, the Board authorized the private placement of up to 700,000
shares of Series G 10% convertible preferred stock. As of May 15, 2000, the
Company has issued 600,000 shares at a price of $10 per share. The issuance
included an original discount of $1,500,000 and investment banking fees and
expenses of $500,000 relating to such share issues, resulting in net proceeds of
approximately $4,000,000. In addition, the Company issued warrants for the
purchase of 500,000 shares of common stock at $2.51 per share. The Series G
shares are convertible into the Company's common stock at a variable price
ranging from 97% to 91% of the market value at the time of conversion, subject
to certain holding periods as defined in the agreement.

Investment Banker Agreement

In April 2000, the Company entered into a two-year investment banking agreement
with Sands Brothers & Co., LTD. of New York. Sands Brothers will advise the
Company on merger and acquisition strategies, capital raising activities and
corporate development opportunities. In connection with this agreement, the
Company issued Sands Brothers 1,000,000 warrants to purchase the Company's
common stock, 500,000 warrants with an exercise price of $1.625 per share and
500,000 with an exercise price of $4.00 per share.




                                       10

<PAGE>   11


                                POPMAIL.COM, INC.
               CONDENSED NOTES TO THE FINANCIAL STATEMENTS (CONT.)
                                  APRIL 2, 2000
                                   (UNAUDITED)


Pending Business Acquisition

On May 15, 2000, the Company announced it had signed a letter of intent to
acquire San Francisco based Fan Asylum, Inc. in an all stock transaction.
Consummation of the transaction is subject to approval by the Boards of
Directors of both of the companies, negotiation and execution of definitive
agreements, and certain other closing conditions.




                                       11




<PAGE>   12


ITEM 2.
                                POPMAIL.COM, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following management's discussion and analysis of financial condition and
results of operations should be read in connection with the accompanying
unaudited condensed financial statements and related notes thereto included
elsewhere in this report, and the audited financial statements and notes thereto
included in the Company's Form 10-KSB for the fiscal year ended January 2, 2000.


OVERVIEW

POPMAIL.COM, INC. ("the Company" or "PopMail") consists of two divisions, the
Internet email services division and the restaurant division. Management's
primary focus is to develop the Internet email division by exploring additional
revenue sources and complementary services through mergers, acquisitions and
joint ventures. The Company targets six main vertical markets: broadcast, media,
sports, entertainment, technology and gaming industries. The Company is
exploring other business acquisitions for the Internet division. However, no
assurance can be given that other mergers or acquisitions will be completed and
or desired results achieved.

Future revenue and profits, if any, will depend upon various factors, including
the rapidly changing e-commerce community of the Internet, the market acceptance
of the Company's current restaurant concept, the quality of restaurant
operations, and general economic conditions. The Company's present source of
revenue is limited to its existing restaurants and minor fee income from its
Internet email services division. There can be no assurances the Company will
successfully implement its expansion plans, of the Internet email services or
restaurant division, in which case it will continue to be dependent on the
revenues from the existing restaurants. The Company also faces all of the risks,
expenses and difficulties frequently encountered in connection with the
expansion and development of a new and expanding business. With the addition of
the Internet email services division, the Company will be hiring senior
management to operate that division. There can be no assurance of the Company's
capacity to achieve and sustain profitable operations, and without additional
financing (of which there can be no assurance), the Company may not have
sufficient funds to support its operations, retire its indebtedness in the
ordinary course of business and pursue its business plan.

The Company has adopted a 52-53-week year ending on the Sunday nearest December
31 of each year.



RESULTS OF OPERATIONS FOR THE THIRTEEN WEEKS ENDED APRIL 2, 2000 AND
APRIL 4, 1999

NET SALES

Net sales for the restaurant division increased by $113,566 or 5.0% to
$2,446,198 for the thirteen weeks ended April 2, 2000 from $2,332,632 for the
thirteen weeks ended April 4, 1999. Sales at the Mall of America Restaurant
decreased by $196,306 or 13.6% to $1,247,403 for the thirteen weeks ended April
2, 2000 from $1,443,709 for the thirteen weeks ended April 4, 1999. Sales at
Denver Pavilions, which opened March 15, 1999, had net sales for the thirteen
weeks ended April 2, 2000 of $1,198,795. The Kenwood Restaurant, which had sales
of $501,132 for the thirteen weeks ended April 4, 1999, was closed on August 29,
1999 and the Company is currently finalizing  the sale of this restaurant.

Net sales for the email services division were $377,405. This represents sales
generated by set-up fees, hosting fees, license fees and advertising revenues.




                                       12

<PAGE>   13




                                POPMAIL.COM, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONT.)

COSTS AND EXPENSES

The restaurant food, beverage and retail costs for the thirteen weeks ended
April 2, 2000, were $623,661 compared to $606,587 for the thirteen weeks ended
April 4, 1999, an increase of $17,074 or 3.0%. The Mall of America Restaurant
had food, beverage and retail costs for the thirteen weeks ended April 2, 2000
of $320,527 compared to the thirteen weeks ended April 4, 1999, of $368,057. The
Denver Pavilions Restaurant, which opened March 15, 1999, had food, beverage and
retail costs for the thirteen weeks ended April 2, 2000, of $303,134.

Restaurant operating expenses, which include labor, direct and indirect
expenses, and occupancy expenses for the thirteen weeks ended April 2, 2000,
were $1,690,065 compared to $1,716,303 for the thirteen weeks ended April 4,
1999, a decrease of $26,238 or 2.0%.

Restaurant depreciation expenses for the thirteen weeks ended April 2, 2000,
were $312,784 compared to 258,168 for the thirteen weeks ended April 4, 1999, an
increase of $54,616 or 21.2%. This increase is due primarily to the addition of
the Denver Pavilions Restaurant, which is a larger, better equipped facility
then the Kenwood Restaurant included in the prior year depreciation.

Goodwill expense for the thirteen weeks ended April 2, 2000 is $5,456,604.
This represents the excess of the purchase price and related costs over the fair
value of the net assets that the Company acquired through its mergers and
acquisitions. The Company amortizes acquired goodwill on a straight-line basis
over a three-year period.

The Company's executive and administrative offices had general, administrative
and development expenses for the thirteen weeks ended April 2, 2000, of
$3,443,306 compared to $480,247 for the thirteen weeks ended April 4, 1999, an
increase of $2,963,059. This increase reflects the results of the acquisitions
of old popmail, ROI and IZ.com., and the additions of the expenses related to
those operations. The Company has relocated all of the email division's
executive and administrative functions to the corporate office located in
Dallas, Texas. The Company has had to address numerous executive and
administrative staffing requirements from its mergers and acquisitions,
shareowner relationships, etc. and development costs associated with Internet
email software creation. The Company will be seeking additional senior
management personnel as well as support staff, which will also have an
associated impact on future earnings. The Company expects to continue to incur
operating losses throughout 2000.

The Company's other income and expense consists of interest income, interest
expense, debt guarantee costs and financial advisory services. The interest
expense for thirteen weeks ended April 2, 2000 were $588,959 as compared to
$142,049 for thirteen weeks ended April 4, 1999. This increase of $446,910
relates to the increased levels of debt outstanding during the current period
and the amortization of financing fees capitalized in raising debt. Of the
$588,959 of interest expense, $116,552 was paid in cash. The interest income for
thirteen weeks ended April 2, 2000 was $60,731 as compared to $38 for 1999. The
Company recorded costs associated with the guarantees provided for debt
financing for thirteen weeks ended April 2, 2000 of $155,000. The Company
recorded costs associated with services provided by third party financial
advisors for thirteen weeks ended April 2, 2000 of $1,227,078. These costs were
paid with cash and through the issuance of new common stock and warrants.

LIQUIDITY AND CAPITAL RESOURCES

The Company had a working capital deficit of $3,102,296 at April 2, 2000,
compared to working capital deficit of $8,696,477 on January 2, 2000. Cash and
cash equivalents were $1,669,981 at April 2, 2000, representing an increase of
$533,844 from the cash and cash equivalents of $1,136,137 at January 2, 2000.

During the quarter, the Company completed a private placement of 2,350,000 units
valued at $1.00 per unit. Each unit consisted of one share of the Company's
common




                                       13

<PAGE>   14

stock and one five-year warrant to purchase one share of the Company's common
stock with an exercise price of $2.00.

Also during the quarter, the Company completed a second private placement of
2,666,667 units valued at $2.25 per unit. Each unit consisted of one share of
the Company's common stock and one five-year warrant to purchase one share of
the Company's common stock with an exercise price of $3.00.

The proceeds from these private placements were used to repay certain amounts
owed to affiliates and all but $1,000,000 of the Company's $6,037,518 notes
payable that were outstanding at January 2, 2000, as well as to fund the
continuing operating needs of the Company.

The Company has no current plans to expand the restaurant division directly. It
may do so through licensing or other arrangements where the Company does not
invest directly into the business.

The Company intends to fund operations and the expansion of the Internet email
services division through equity and debt transactions. Although, management
believes the Company will have resources sufficient to meet its working capital
needs for the next three quarters from its cash on hand, proceeds available from
the exercise of stock options and warrants, and potential additional equity and
debt financing, there can be no assurance such financing will be available on
acceptable terms.




                                       14

<PAGE>   15


                                  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.

         PopMail incurred net losses of approximately $10.6 million during the
thirteen weeks ended April 2, 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. Even though financing activity subsequent to January 2, 2000 has
improved our working capital position (see Note N to the financial statements)
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, or if we fail to
achieve or sustain profitable operations, the market price of our stock will
suffer.

         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. 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 in 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


                                       15


<PAGE>   16

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 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 Chief Executive Officer,
Ronald K. Fuller, our President, Jesse Berst, the CEO of our IZ business, Thomas
W. Orr, our Chief Financial Officer and Gary Schneider, the CEO of our PopMail
Network division. 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. Finally,
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.


                                       16
<PAGE>   17

As of March 27, 2000, Mr. Anderson indirectly or directly
controlled approximately 31.6 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 38,899,066 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 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.

         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.


                                       17
<PAGE>   18
         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 May 12, 2000, we have 36,354,928 shares of common stock, 275,000
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 May 5, 2000, a further 38,899,066 shares of
common stock have been reserved as follows:

              -    a maximum of 750,000 shares of common stock reserved for
                   issuance upon exercise of the Series E Preferred Shares,
                   275,000 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;

              -    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;

              -    16,100,889 shares issuable upon the exercise of outstanding
                   warrants;
              -    a maximum of 7,224,282 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;

              -    1,250,000 shares reserved for issuance under our 1997 Stock
                   Option and Compensation Plan, of which options reverting to
                   1,590,333 shares are currently outstanding (including 340,333
                   shares which remain subject to shareholder approval);

              -    250,000 shares for issuance under our 1998 Director Stock
                   Option Plan, of which options relating to 290,000 shares are
                   currently outstanding, of which 40,000 remain subject to
                   shareholder approval; and

         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 Units issued in our initial public offering. 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


                                       18

<PAGE>   19

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, 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.



                                       19
<PAGE>   20

         FAILURE TO MANAGE OUR GROWTH MAY ADVERSELY AFFECT OUR BUSINESS

         We have grown rapidly and expect to continue to grow rapidly 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.

         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 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.

                                INTERNET DIVISION

         WE ARE ENTERING INTO A NEW BUSINESS VENTURE IN AN EVOLVING INDUSTRY IN
WHICH WE HAVE NO EXPERIENCE AND WHICH HAS AN UNPROVEN REVENUE MODEL.



                                       20


<PAGE>   21

         The email business adds a significantly different business to our
business operations. Some members of our present management have little or no
experience with the business of providing email services. The Internet industry
is rapidly evolving, extremely competitive, and the market place for
internet-related shares has been very volatile. Furthermore, the email business
has no proven revenue model. 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, THE LOSS OF
ANY SIGNIFICANT AFFILIATE 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 a 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.

         OUR EMAIL BASED PRODUCTS 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 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



                                       21

<PAGE>   22

              -    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.

         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 PROVIDERS MAY HAVE AN ADVERSE EFFECT ON POPMAIL'S FUTURE BUSINESS
OPERATIONS.

         Currently there are a growing number of email 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 and entertainment), we anticipate continued growth of members to our
email services. Others currently are competing and will attempt to compete in
these 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.



                                       22
<PAGE>   23

         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
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 need to derive a substantial portion of our revenue from online
advertising and direct marketing, including both email 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 may be
reluctant or 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 MEMBER BASE WE MAY NOT BE ABLE TO
COMPETE EFFECTIVELY FOR ADVERTISERS.

         Our revenue has been derived primarily from advertisers seeking
targeted member groups in order to increase their return on advertising
investments. If we are unable to maintain and expand our member base,
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


                                       23


<PAGE>   24

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 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 DEVELOP AND MAINTAIN RELEVANT
AND APPEALING CONTENT IN OUR EMAIL MESSAGES; IF WE ARE NOT ABLE TO CONTINUE TO
DELIVER SUCH CONTENT WE MAY BE NOT ABLE TO MAINTAIN AND EXPAND OUR MEMBER BASE,
WHICH COULD NEGATIVELY AFFECT OUR ABILITY TO RETAIN AND ATTRACT THE ADVERTISERS
WE NEED TO SUSTAIN REVENUE GROWTH.

         We have relied on our editorial staff to identify and develop
substantially all of our content utilizing content derived from other parties.
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 ADVERTISERS 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.


                                       24

<PAGE>   25


         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
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. The hardware infrastructure on which our system operates is located
at PSINet in Reston, Virginia. We do not currently have fully redundant systems
or a formal disaster recovery plan. 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 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.



                                       25
<PAGE>   26

         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 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
closed 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.


                                       26
<PAGE>   27

         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
             -    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.



                                       27
<PAGE>   28

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

The Company is involved in routine legal actions in the ordinary course of its
business. Although outcome of any such legal actions cannot be predicted with
certainty, in the opinion of management there is no legal proceeding pending
against or involving the Company for which the outcome is likely to have a
material adverse effect upon the financial position or results of operations of
the Company.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

RECENT SALES OF UNREGISTERED SECURITIES

The following table lists recent sales of unregistered securities by the
Company:

<TABLE>
<CAPTION>

               TITLE AND                                                                       CASH OR
               DESCRIPTION OF            AMOUNT OF                                             CONSIDERATION
     DATE      SECURITIES                SECURITIES             ISSUED TO                      RECEIVED
     ----      -------------             ----------             ---------                      -------------
<S>           <C>                       <C>                    <C>                            <C>
   12/23/99    Warrant to purchase       Warrant to             Montgomery & Associates        In consideration for
               Common Stock              purchase 16,666                                       financial services
                                         shares at an
                                         exercise price of
                                         $2.00
   Various     Warrants to purchase      Warrants to            Stephen D. King                Issued in connection
    dates      Common Stock              purchase an            Jerry L. Ruyan                 with Guaranty
     from                                aggregate of           Andrew Green
   12/31/99                              340,000 shares at
      to                                 an exercise price
  2/29/2000                              of $0.75
  1/19/2000    Warrants to purchase      Warrant to             Gulfstream Financial           In consideration for
               Common Stock              purchase 700,000       Partners, LLC                  financial services
                                         shares at an
                                         exercise price of
                                         $2.00
  1/19/2000    Units consisting of       2,350,000 Units        Certain accredited             $2,350,000
               common stock and          consisting of 1        investors
               Warrants to purchase      share of common
               Common Stock              stock and one
                                         warrant to
                                         purchase one share
                                         of common stock at
                                         an exercise price
                                         of $2.00
  1/26/2000    Warrants to purchase      Warrant to             Frank W. Terrizzi              In consideration for
               Common Stock              purchase 100,000                                      consulting services
                                         shares at an
                                         exercise price of
                                         $1.00 (1)
  1/31/2000    Series E Preferred        Series E Preferred     Certain accredited             $450,000
               Stock and Warrants        Stock and Warrants     investors
               to purchase Common        to purchase an
               Stock                     aggregate of
                                         175,000 shares at
                                         an exercise price
                                         of $3.00
   2/9/2000    Warrants to purchase      Warrant to             Blake Capital Partners,        In consideration of
               Common Stock              purchase 150,000       LLC                            financial services
                                         shares at an
                                         exercise price of
                                         $2.25
   2/9/2000    Units consisting of       2,457,608 Units        Certain accredited             $6,165,878
               common stock and          consisting of 1        investors
               Warrants to purchase      share of common
               Common Stock              stock and 1 warrant
                                         to purchase one
                                         share of common
                                         stock at an
                                         exercise price
                                         of $3.00
</TABLE>

(1) 50,000 shares vest only if company is sold in taxable event to shareholders.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (A)      EXHIBITS

               4.1  Form of Warrant to Purchase Shares of Common Stock issued to
                    The Montgomery Fund (MF-1)

               4.2  Form of Warrant to Purchase Shares of Common Stock (99
                    Series)

               4.3  Schedule identifying material details of warrants issued by
                    the Company substantially identical to the warrant filed as
                    Exhibit 4.2

               4.4  Warrant to Purchase Shares of Common Stock issued to Frank
                    W. Terrizzi (FT-1)

               4.5  Form of Warrant to Purchase Shares of Common Stock (E
                    Series)

               4.6  Schedule identifying material details of warrants issued by
                    the Company substantially identical to the warrant filed as
                    Exhibit 4.5.

               4.7  Form of Warrant to Purchase Shares of Common Stock (2000
                    Series)

               4.8  Schedule identifying material details of warrants issued by
                    the Company substantially identical to the warrant filed as
                    Exhibit 4.7

               4.9  Form of Warrant to Purchase Shares of Common Stock of the
                    Company (GFP and BCP Series)(incorporated herein by
                    reference to Exhibit 4.14 to the Registrant's Annual Report
                    on Form 10-KSB for the year ended January 2, 2000).

               4.10 Schedule identifying material details of warrants issued by
                    the Company substantially identical to the warrant filed as
                    Exhibit 4.9.

               21   Subsidiaries of the Company



               27   Financial Data Schedule

        (B)    REPORTS ON FORM 8-K


On January 25, 2000, the Company filed a Current Report on Form 8-K dated
January 24, 2000, under Item 5, announcing that a letter of intent had been
signed regarding the merger with IZ.com.

On February 15, 2000, the Company filed a Current Report on Form 8-K/A dated
December 18, 1999, under Item 7, filing the financial statements of ROI
Interactive, LLC and the pro forma financial statements of the Company.

On February 24, 2000, the Company filed a Current Report on Form 8-K dated
February 9, 2000, under Items 2, 5 and 7 announcing the completion of the
merger with IZ.com and the appointment of Jesse Berst to the Board of
Directors. No financial statements were filed at this time.



                                       28

<PAGE>   29
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                         POPMAIL.COM, INC.

                                                         By: /s/ Thomas W. Orr
                                                             -------------------
                                                         Thomas W. Orr
                                                         Chief Financial Officer


Date:    May 17, 2000





                                       29