UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                   FORM 10-Q

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

                  For the Quarterly Period Ended July 31, 2001

                                       OR

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934


               For the transition period From ________ To ________

                         Commission file number 1-111898

                               JETFORM CORPORATION
             (Exact name of registrant as specified in its charter)

         CANADA                                                   N/A
-------------------------------                        -------------------------
(state or other jurisdiction of                              (IRS Employer
incorporation or organization)                            Identification No.)

                              560 Rochester Street
                         Ottawa, Ontario K1S 5K2, Canada
                         -------------------------------
                    (Address of principal executive offices)

                                 (613) 230-3676
                                 ---------------
               Registrant's telephone number (including area code)


     Indicate by check mark whether the registrant (1) has 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
                                      -        -

                      APPLICABLE ONLY TO CORPORATE ISSUERS
               The number of the issuer's Common Shares outstanding
                        on September 07, 2001: 24,897,143
<PAGE>

                               JETFORM CORPORATION
                                TABLE OF CONTENTS



PART I    FINANCIAL INFORMATION                                         Page No.

Item 1.   Financial Statements

          Consolidated Balance Sheets as at July 31, 2001,
          and April 30, 2001                                               3

          Consolidated Statements of Operations for the three
          month periods ended July 31, 2001 and July 31, 2000              4

          Consolidated  Statements of  Comprehensive  Income for
          the three month periods ended July 31, 2001 and July 31,
          2000                                                             5

          Consolidated Statements of Cash Flows for the three
          month periods ended July 31, 2001 and July 31, 2000              6

          Notes to Consolidated Financial Statements                       7

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                             15

PART II   OTHER INFORMATION

Item 1.   Legal Proceedings                                               24

Item 6.   Exhibits and Reports on Form 8-K                                24

SIGNATURES                                                                25

This Quarterly Report on Form 10-Q ("Report"), contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933.
Discussions containing such forward-looking statements may be found in Items 2
of Part I and Item 1 of Part II herof, as well as within this Report generally.
In addition, when used in this Report, the words "believes", "intends",
"anticipates", "expects", and similar expressions are intended to identify
forward-looking statements. Such statements are subject to a number of risks and
uncertainties. Actual results in the future could differ materially from those
described in the forward-looking statements as a result of changes in
technology, changes in industry standards, new product introduction by
competitors, increased participation in the enterprise software market by major
corporations and other matters set forth in this Report. The Company does not
undertake any obligation to publicly release the results of any revisions to
these forward-looking statements that may be made to reflect any future events
or circumstances.
<PAGE>
<TABLE>
<CAPTION>

                                       JETFORM CORPORATION
                                   CONSOLIDATED BALANCE SHEETS
                    (in thousands of Canadian dollars, except share amounts)

                                                               July 31,             April 30,
                                                                 2001                 2001
                                                             --------------        ------------
                                             ASSETS
<S>                                                               <C>                 <C>
Current assets
  Cash and cash equivalents..............................          $38,021             $41,426
  Accounts receivable (Note 2)...........................           27,383              28,488
  Term accounts receivable (Note 2)......................            2,568               3,962
  Unbilled receivables...................................            2,245               2,399
  Inventory..............................................              954                 869
  Prepaid expenses ......................................            3,690               3,684
                                                              -------------        ------------
                                                                    74,861              80,828
  Fixed assets (Note 3)..................................           12,215              12,722
  Other assets (Note 4)..................................           21,084              21,126
                                                              -------------        ------------
                                                                 $ 108,160           $ 114,676
                                                              =============        ============

                              LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

  Accounts payable.......................................           $3,270              $4,039
  Accrued liabilities ...................................            9,571              11,911
  Unearned revenue.......................................           16,033              15,788
  Obligations under capital lease (Note 10)..............              778                 919

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

                                                                    29,652              32,657
  Accrued liabilities (Note 8)...........................              318                 446
  Term loan (Note 5).....................................           10,000              10,000
  Obligations under capital lease (Note 10)..............            1,213               1,011

                                                             --------------        ------------
                                                                    41,183              44,114
                                                             --------------        ------------


Shareholders' equity
  Capital stock (Issued and outstanding--24,897,143
  Common Shares at July 31, 2001; 24,831,527
  Common  Shares at April  30, 2001) ....................         272,948             272,587
  Cumulative translation adjustment......................          (4,554)             (4,206)
  Deficit................................................        (201,417)           (197,819)
                                                             --------------        ------------
                                                                    66,977              70,562
                                                             --------------        ------------

                                                                  $108,160            $114,676
                                                             ==============        ============

    (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>

                                   JETFORM CORPORATION
                          CONSOLIDATED STATEMENTS OF OPERATIONS
          (in thousands of Canadian dollars except share and per share amounts)

<TABLE>
<CAPTION>
                                                        Three Months ended July 31,
                                                    ------------------------------------
                                                         2001                 2000
                                                    ----------------     ---------------
<S>                                                     <C>                 <C>
Revenues
  Product................................                  $ 13,508            $ 12,654
  Service................................                    12,853               9,401
                                                    ----------------     ---------------
                                                             26,361              22,055
                                                    ----------------     ---------------
Costs and expenses
  Cost of product........................                     1,411               2,014
  Cost of service........................                     4,564               2,687
  Sales and marketing....................                    13,717              12,688
  General and administrative.............                     2,372               2,474
  Research and development (Note 6)......                     5,194               3,947
  Depreciation and amortization..........                     2,649               2,587
                                                    ----------------     ---------------
                                                             29,907              26,397
                                                    ----------------     ---------------
Operating loss                                              (3,546)             (4,342)
  Net investment income .................                        66                 115
  Other income (expense).................                        13                (81)
                                                    ----------------     ---------------
Loss before taxes                                           (3,467)             (4,308)

Income tax
  Current  (Note 7)......................                     (131)               (158)
                                                    ----------------     ---------------
Net loss                                                  $ (3,598)           $ (4,466)
                                                    ================     ===============
Basic loss per share
  Net loss per share.....................                  $ (0.14)            $ (0.22)
  Weighted average number of shares......                24,850,784          20,063,789
Fully diluted loss per share
Net loss per share.......................                  $ (0.14)            $ (0.22)
Weighted average number of shares........                24,850,784          20,063,789

 (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>

                                   JETFORM CORPORATION
                      CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                           (in thousands of Canadian dollars)
<TABLE>
<CAPTION>

                                                       Three Months ended July 31,
                                                    -----------------------------------
                                                          2001               2000
                                                    -----------------    --------------
<S>                                                         <C>               <C>
Net loss.....................................               $(3,598)          $(4,466)
Other comprehensive loss:....................
   Cumulative translation adjustment
    (net of tax of nil)......................                  (348)              524
                                                    -----------------    --------------
Comprehensive loss...........................               $(3,946)          $(3,942)
                                                    =================    ==============

 (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>

                                          JETFORM CORPORATION
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands of Canadian dollars)

<TABLE>
<CAPTION>

                                                                     Three Months ended July 31,
                                                               ---------------------------------------
                                                                       2001                  2000
                                                               ------------------    -----------------
            <S>                                                         <C>                  <C>
            Cash provided from (used in):
            Operating activities
            Net loss................................                    $(3,598)             $(4,466)
            Items not involving cash:
              Depreciation and amortization.........                      2,810                3,488
              Deferred income taxes.................                         --                  (58)
              Other non-cash items..................                        953                  745
            Net change in operating components
              of working capital (Note 11)..........                       (721)             (10,263)
                                                               ------------------    -----------------
                                                                           (556)             (10,554)
                                                               ------------------    -----------------
            Investing activities
            Purchase of fixed assets................                       (725)              (2,254)
            Purchases of other assets...............                     (1,314)                (549)
                                                               ------------------    -----------------
                                                                         (2,039)              (2,803)
                                                               ------------------    -----------------
            Financing activities
            Proceeds from issuance of shares.......                         199                  195
            Capital lease repayments...............                        (739)                  --
                                                               ------------------    -----------------

                                                                           (540)                 195
                                                               ------------------    -----------------

            Effect of exchange rate changes on cash                        (270)                 141
                                                               ------------------    -----------------

            Decrease in cash and cash
              Equivalents..........................                      (3,405)             (13,021)
            Cash and cash equivalents, beginning
              of period............................                      41,426               42,092
                                                               ------------------    -----------------
            Cash and cash equivalents, end of
              Period...............................                     $38,021              $29,071
                                                               ==================    =================

        (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   BASIS OF PRESENTATION

These  consolidated  financial  statements  have been  prepared by management in
accordance with accounting  principles  generally  accepted in the United States
("U.S.  GAAP"),  and include all assets,  liabilities,  revenues and expenses of
JetForm  Corporation  ("JetForm")  and its  wholly-owned  subsidiaries:  JetForm
Corporation  (a  Delaware   corporation),   JF  A'Asia  Pty.  Limited  ("JetForm
Pacific"),   JetForm  Scandinavia  AB  ("JetForm  Nordic"),  JetForm  France  SA
("JetForm France"),  JetForm UK Limited ("JetForm UK"), JetForm Deutschland GmbH
("JetForm Germany"),  JetForm Technologies Limited ("JetForm Ireland"),  JetForm
Japan K.K. ("JetForm Japan"), JetForm Netherlands BV ("JetForm Netherlands") and
JetForm PTE Ltd ("JetForm Singapore"). JetForm and its wholly-owned subsidiaries
are collectively referred to herein as the "Company".  Investments in businesses
that the  Company  does not  control,  but over  which it can exert  significant
influence,  are  accounted for using the equity  method.  Such  investments  are
periodically evaluated for impairment and appropriate  adjustments are recorded,
if necessary.  The unaudited interim  consolidated  financial statements reflect
all adjustments which are, in the opinion of the Company's management, necessary
for a fair statement of results for these interim periods.

The unaudited  interim  financial  statements should be read in conjunction with
and follow the same  accounting  policies and methods of application as the most
recent annual financial statements of April 30, 2001.

2.   ACCOUNTS RECEIVABLE

     Accounts  receivable  and term accounts  receivable are net of an allowance
for  doubtful  accounts of $2.7  million at July 31,  2001,  and $2.9 million at
April 30, 2001.

     The Company  records  revenues  from  irrevocable  commitments  to purchase
products  which do not  conform to the  Company's  customary  trade terms at the
minimum amount receivable less deemed interest ("Term Accounts Receivable"). For
the three months ended July 31, 2001, the discount rate used was 6.5%.  Under an
irrevocable  commitment  to  purchase  product,  the  customer  commits to pay a
minimum amount over a specified period of time in return for the right to use or
resell up to a specific number of copies of a delivered product.

     The Company  records Term Accounts  Receivable as non-current to the extent
that management  estimates  payment will be received more than one year from the
balance  sheet date.  Payment of Term  Accounts  Receivable is generally due the
earlier  of: (i)  delivery  of the  Company's  products  by the  customer to its
customers  or end  users;  and  (ii)  specific  dates in the  license  agreement
("Minimum Payment Dates"). The net amount of these receivables at July 31, 2001,
and April 30, 2001 was $2.6 million and $4.0 million, respectively.

     The Company's  customer base consists of large numbers of diverse customers
dispersed across many industries and geographies. As a result,  concentration of
credit risk with respect to accounts  receivable and term accounts receivable is
not significant.

3.   FIXED ASSETS

                                            July 31, 2001
                                ------------------------------------
                                           Accumulated      Net book
                                Cost       depreciation      value
                                ----       ------------     --------
                                 (in thousands of Canadian dollars)

Computer equipment........     $20,590        $14,790       $ 5,800
Furniture and fixtures....       9,228          5,702         3,526
Leasehold improvements....       5,043          2,154         2,889
                               -------        -------       -------
                               $34,861        $22,646       $12,215
                               =======        =======       =======
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                            April 30, 2001
                                 ------------------------------------
                                            Accumulated      Net book
                                 Cost       depreciation      value
                                 ----       ------------     --------
                                 (in thousands of Canadian dollars)
Computer equipment........      $20,013        $13,999       $ 6,014
Furniture and fixtures....        9,152          5,424         3,728
Leasehold improvements....        4,974          1,994         2,980
                                -------        -------       -------
                                $34,139        $21,417       $12,722
                                =======        =======       =======

4.   OTHER ASSETS

<TABLE>
<CAPTION>
                                                             July 31, 2001
                                          -----------------------------------------------------

                                                              Accumulated          Net book
                                              Cost            amortization          value
                                          -------------      --------------     ---------------
                                                   (in thousands of Canadian dollars)
<S>                                         <C>                 <C>               <C>
   Delrina technology, trademarks,
     trade names and workforce............  $16,081             $11,502           $ 4,579
   Software...............................   17,064               7,728             9,336
   Goodwill...............................    2,201               1,356               845
   Licenses, marketing and distribution
     rights...............................    6,743               3,556             3,187
   Capitalized software costs.............   17,294              16,492               802
   Other assets...........................    6,521               4,186             2,335
                                          -------------      --------------     ---------------
                                            $65,904             $44,820           $21,084
                                          =============      ==============     ===============
</TABLE>

<TABLE>
<CAPTION>
                                                             April 30, 2001
                                          -----------------------------------------------------
                                                              Accumulated          Net book
                                             Cost             amortization          value
                                          -------------      --------------     ---------------
                                                   (in thousands of Canadian dollars)
   <S>                                      <C>                 <C>                  <C>
   Delrina technology, trademarks,
     trade names and workforce..........    $16,081             $11,146              $4,935
   Software.............................     16,955               8,105               8,850
   Goodwill.............................      2,203               1,319                 884
   Licenses, marketing and distribution
     rights.............................      6,792               3,375               3,417
   Capitalized software costs...........     17,294              16,331                 963
   Other assets.........................      6,234               4,157               2,077
                                          -------------      --------------     ---------------
                                            $65,559             $44,433             $21,126
                                          =============      ==============     ===============
</TABLE>


5.   FINANCIAL INSTRUMENTS AND CREDIT FACILITY

     The Company has entered into  receivable  purchase  agreements with certain
third party purchasers. Under the agreements, the Company has the option to sell
certain accounts receivable on a recourse basis. The Purchasers have recourse in
the event of a trade dispute as defined in the receivables  purchase agreements.
As at July 31,  2001 and April 30,  2001,  the  outstanding  balance of accounts
receivable  sold under these  agreements  was  approximately  US$3.1 million and
US$3.6 million,  respectively. The recourse obligation is estimated to be nil as
the Company believes that none of the receivables sold are at risk of recourse.

     The Company has a committed $20 million credit facility with the Royal Bank
of Canada.  The credit  facility is made up of (i) a $10 million  term  facility
which bears interest at a rate of 1.5% over the Bankers  Acceptance  rate of the
Bank from time to time and is payable on August 1, 2002;  and (ii) a $10 million
revolving line of credit which bears interest at the prime rate of the Bank from
time to time. As at July 31, 2001,  the Company had drawn all of the $10 million
term loan facility and fixed the interest rate until October 19, 2001, at 4.29%.
The Company had no borrowings  against its  revolving  line of credit as at July
31, 2001.  The Company has granted,  as  collateral  for the $20 million  credit
facility, a general security agreement over JetForm's assets, including a pledge
of the shares of certain subsidiaries.
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     The Company  believes  that its  existing  cash and cash  equivalents  will
provide sufficient liquidity to meet the Company's business  requirements in the
foreseeable  future.  However,  should the Company  continue to incur  operating
losses,  its ability to meet its liquidity  requirements and to raise additional
capital through debt or equity financing may be compromised.

     JetForm uses forward contracts and purchased options to manage exposures to
foreign  exchange.  The  Company's  objective is to minimize risk using the most
effective  methods to eliminate or reduce the impacts of this exposure.  JetForm
does not enter into financial  instruments for speculative or trading  purposes.
As at July 31, 2001, the Company had no outstanding  foreign exchange  financial
instruments.

6.   RESEARCH AND DEVELOPMENT EXPENSE

     The following  table provides a summary of  development  costs deferred and
the related  amortization and write down charged to cost of product in the three
months ended July 31, 2001 and July 31, 2000.


                                              Three Months ended July 31,
                                              ---------------------------
                                                2001                2000
                                                ----                ----
                                           (in thousands of Canadian dollars)

Research and development costs........     $5,194                  $4,847
Capitalized software costs............        --                     (900)
                                           ------                  -------
Net research and development expense..     $5,194                  $3,947
                                           ======                  ======
Amortization of development costs
charged to cost of product............     $  161                  $  799
                                           ======                  ======

7.   INCOME TAXES

As at July 31, 2001,  the Company had net  deferred tax assets of $69.9  million
(July  31,  2000,  $58.9  million),  the  principal   components  of which  were
temporary differences associated with the acquisition of in process research and
development and operating loss carry forwards.  The Company believes  sufficient
uncertainty  exists regarding the realizability of these net deferred tax assets
such that a valuation  allowance of $69.9 million (July 31, 2000, $53.2 million)
has been applied. During the quarter ended July 31, 2001, the Company recorded a
provision for current taxes of $131,000 (July 31, 2000, $158,000).

8.   PROVISION FOR RESTRUCTURING COSTS

     On March 17,  1999,  the  Corporation  announced a  restructuring  plan and
recorded a  provision  for  restructuring  costs of $30.5  million  directed  at
reducing costs. The key restructuring actions included:

     o    Consolidation   of  management   responsibilities   and  reduction  in
          headcount;
     o    Closure of redundant facilities;
     o    Reduction in the carrying value of certain  capital  assets  primarily
          related  to  past   acquisitions;   and
     o    Cancellation   of  certain commitments and other costs.
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

     The following  table  summarizes  the activity in the  restructuring  costs
during the three months ended July 31, 2001:

<TABLE>
<CAPTION>
                                           Employee                             Total       Non Cash       Total
                                          Termination   Facilities   Other      Costs        Costs       Provision
                                          -----------   ----------   -----      -----       --------     ---------
<S>                                         <C>           <C>         <C>       <C>         <C>          <C>
Restructuring provision............         $ 5,252       $ 2,914    $ 726     $ 8,892     $ 21,611      $ 30,503
Cash payments......................          (1,175)          (36)    (207)     (1,418)          --        (1,418)
Non-cash items.....................              --            --       --          --      (21,611)      (21,611)
                                            --------      --------   ------    --------    ---------     ---------
Balance, April 30, 1999............         $ 4,077       $ 2,878    $ 519     $ 7,474     $     --      $  7,474
Cash payments......................          (2,921)       (1,092)    (124)     (4,137)          --        (4,137)
Reductions.........................            (566)         (540)      --      (1,106)          --        (1,106)
                                            --------      --------   ------    --------    ---------     ---------
Balance, April 30, 2000............         $   590       $ 1,246    $ 395     $ 2,231     $     --      $  2,231
Cash payments......................            (468)         (236)    (121)       (825)          --          (825)
Reductions.........................            (122)         (567)      --        (689)          --          (689)
                                            --------      --------   ------    --------    ---------     ---------
Balance, April 30, 2001............         $    --       $   443    $ 274     $   717     $     --      $    717
Cash payments......................              --           (88)     (40)       (128)          --          (128)
Reductions.........................              --            --       --          --           --            --
                                            --------      --------   ------    --------    ---------     ---------
Balance, July 31, 2001.............         $    --       $   355    $ 234     $   589     $     --      $    589
                                            --------      --------   ------    --------    ---------     ---------
Long-term balance..................         $    --       $   306    $  12     $   318     $     --      $    318
                                            ========      ========   ======    ========    =========     =========
</TABLE>

     Employee  terminations  totaled 105 and included 46 in sales and marketing,
40 in  research in  development,  12 in internal  corporate  services,  and 7 in
systems  and  consulting  services.   Employee   terminations   included  salary
continuance  for which the  Company  was  contractually  obligated  to pay.  All
employees were terminated on or before April 30, 1999.

     Facilities  costs consisted  primarily of $2.1 million and $780,000 related
to  the  closure  of  the  Company's  United  Kingdom  and  Toronto  facilities,
respectively.  The provision for redundant facilities included management's best
estimates of the total future operating costs of these vacant facilities for the
remainder of their respective lease terms.  Actual costs could differ from these
estimates.  During the three months ended July 31, 2001, the Company's liability
for vacant  facilities was reduced by $88,000.  The Company's  long-term balance
relates to a lease in the United Kingdom which expires April 30, 2010.

     Other cash costs related  primarily to the  cancellation of trade shows and
other commitments.  The remaining obligation relates to a service contract which
expires  August 31,  2002.  During the three  months  ended July 31,  2001,  the
Company's liability related to this commitment was reduced by $40,000.

     Non-cash  costs  included  impairment  losses of $21.6  million  related to
assets  held for use.  The losses were  comprised  of $16.6  million  related to
marketing and  distribution  rights,  $3.1 million  related to goodwill and $1.9
million related to other capital assets.
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

9.   SEGMENTED INFORMATION

     Operating  segments are defined as components of an enterprise  about which
separate financial  information is available that is evaluated  regularly by the
Company's  chief  decision  maker in  deciding  how to  allocate  resources  and
assessing performance. The Company's chief decision maker is the Chief Executive
Officer.

     The Company's Chief Executive Officer primarily  evaluates the Company on a
geographic  basis. The geographic  evaluation is further segmented into Product,
Consulting,  and Customer  Support  components.  The Product  segment engages in
business  activities  from which it earns  license  revenues  from the Company's
software  products.   The  Consulting  segment  earns  revenues  from  assisting
customers in configuring,  implementing  and integrating the Company's  products
and, when required,  customizing  products and designing  automated processes to
meet the customers  specific  business  needs as well as providing all necessary
training. The Customer Support segment earns revenues through after sale support
for software products as well as providing software upgrades under the Company's
maintenance and support programs.

     The  Company  evaluates  performance  based  on the  contribution  of  each
segment.  The Product  segment costs include all costs  associated  with selling
product  licenses.  The costs of the  Consulting and Customer  Support  segments
include all costs  associated  with the delivery of the service to the customer.
Inter-segment revenues as well as charges such as depreciation and amortization,
interest expense and overhead  allocation are not included in the calculation of
segment  profit.  The Company does not use a measure of segment assets to assess
performance or allocate resources. As a result, segment asset information is not
presented.
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

The  following  tables  sets  forth,  on a  comparative  basis  for the  periods
indicated, the Company's segmented information:

                                       Three months ended July 31, 2001
                                       (in thousands of Canadian dollars)
                                 -----------------------------------------------
                                                            Customer
                                 Product     Consulting     Support       Total
                                 -------     ----------     --------      -----
North America
Revenue.......................   $ 8,284      $ 3,252       $ 5,167      $16,703
Costs.........................     6,476        1,887         1,022        9,385
                                 -------      -------       -------      -------
Margin........................   $ 1,808      $ 1,365       $ 4,145      $ 7,318
                                 -------      -------       -------      -------
Europe
Revenue.......................   $ 3,833      $ 1,650       $ 2,268      $ 7,751
Costs.........................     3,883        1,112           543        5,538
                                 -------      -------       -------      -------
Margin........................   $   (50)     $   538       $ 1,725      $ 2,213
                                 --------     -------       -------      -------
Asia Pacific
Revenue.......................   $ 1,391      $   162       $  354      $ 1,907
Costs.........................     1,612           --           --        1,612
                                 -------      -------       ------      -------
Margin........................   $  (221)     $   162       $  354      $   295
                                 --------     -------       ------      -------
Total
Revenue.......................   $ 13,508     $ 5,064      $ 7,789      $26,361
Costs.........................     11,971       2,999        1,565       16,535
                                 --------     -------      -------      -------
Margin........................   $  1,537     $ 2,065      $ 6,224      $ 9,826
                                 --------     -------      -------      -------

Cost of product...............                                            1,411
Corporate marketing...........                                            1,746
Research and development......                                            5,194
General and administration....                                            2,372
Depreciation and
  amortization................                                            2,649
                                                                        --------
                                                                        $13,372
                                                                        --------
Operating loss ...............                                           (3,546)
Net investment income.........                                               79
                                                                        --------
Loss before taxes.............                                          $(3,467)
Provision for income taxes....                                             (131)
                                                                        --------
Net loss......................                                          $(3,598)
                                                                        ========
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                       Three months ended July 31, 2001
                                       (in thousands of Canadian dollars)
                                 -----------------------------------------------
                                                            Customer
                                 Product     Consulting     Support       Total
                                 -------     ----------     --------      -----
North America
Revenue.......................   $ 6,208       $ 1,343      $ 4,662    $ 12,213
Costs.........................     6,348           530        1,108       7,986
                                 --------      --------     --------   ---------
Margin........................   $ (140)       $   813      $ 3,554     $ 4,227
                                 --------      --------     --------   ---------
Europe
Revenue.......................   $ 4,808       $ 1,306      $ 1,757     $ 7,871
Costs.........................     2,928           565          484       3,977
                                 --------      --------     --------   ---------
Margin........................    $1,880         $ 741      $ 1,273     $ 3,894
                                 --------      --------     --------   ---------
Asia Pacific
Revenue.......................    $1,638          $196         $137      $1,971
Costs.........................     1,047             -            -       1,047
                                 --------      --------     --------   ---------
Margin........................      $591          $196         $137        $924
                                 --------      --------     --------   ---------
Total
Revenue.......................   $12,654        $2,845       $6,556     $22,055
Costs.........................    10,323         1,095        1,592      13,010
                                 --------      --------     --------   ---------
Margin........................    $2,331        $1,750       $4,964      $9,045
                                 --------      --------     --------   ---------
Cost of product...............                                            2,014
Corporate marketing...........                                            2,365
Research and development......                                            3,947
General and administration....                                            2,474
Depreciation and amortization                                             2,587
                                                                        --------
                                                                        $13,387
                                                                        --------
Operating loss ...............                                          (4,342)
Net investment income.........                                               34
                                                                        --------
Loss before taxes.............                                          $(4,308)
Provision for income taxes....                                             (158)
                                                                        --------
Net loss......................                                          $(4,466)
                                                                        ========
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

10.  CAPITAL LEASE OBLIGATION

     The Company  leases  certain  computer  hardware and software under capital
lease agreements.  The capital leases have been recorded as fixed assets,  other
assets, and capital lease obligations in the accompanying  financial statements.
Depreciation  related to the  capital  leases is included  in  depreciation  and
amortization expense for the three months ended July 31, 2001.

     The total future  minimum lease  payments  under capital leases at July 31,
2001 are as follows:


                                                                   in thousands
                                                                   of Canadian
   Years ending April 30,                                            dollars

        2002................................................         $  677
        2003................................................            853
        2004................................................            624
        2005................................................             42
                                                                     -------
        Total minimum lease payment.........................          2,196
        Less amounts representing interest..................           (205)
                                                                     -------
        Present value of net minimum lease payments..........        $1,991

        Less current portion.................................          (778)
                                                                     -------
        Long term portion....................................        $1,213
                                                                     =======

11.  NET CHANGE IN OPERATING COMPONENTS OF WORKING CAPITAL

     The net change in operating components of working capital is comprised of:


                                             Three Months ended July 31,
                                            ------------------------------
                                               2001              2000
                                            ------------      ------------
                                             (in thousands of Canadian
                                                     dollars)
  Decrease (increase) in:
  Accounts receivable and term
    accounts receivable............             $ 2,190         $ (4,676)
  Unbilled receivables.............                 164              169
  Inventory........................                 (85)              42
  Prepaid expenses.................                  (4)            (242)

  Increase (decrease) in:
  Accounts payable.................                (683)          (3,679)
  Accrued liabilities..............              (2,677)            (899)
  Unearned revenue.................                 374             (978)
                                                 -------        ---------
                                                $  (721)         $(10,263)
                                                ========         =========
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

12.  RECENT ACCOUNTING PRONOUNCEMENTS

     In July 2001, the Financial  Accounting Standards Board ("FASB") has issued
the Statement of Financial  Standards  ("SFAS") No.141,  Business  Combinations,
that will  require  all  business  combinations  to use the  purchase  method of
accounting.  This  pronouncement  is  effective  for all  business  combinations
initiated  after June 30, 2001. The FASB has also issued SFAS No. 142,  Goodwill
and Other  Intangible  Assets,  which will  require  intangible  assets  with an
indefinite  life and goodwill to be tested for  impairment  on an annual  basis.
Goodwill and indefinite life intangibles will no longer be amortized. Intangible
assets with a definite  life will  continue to be  amortized  over their  useful
life.  This  pronouncement  will be  effective  for the  Company's  fiscal  year
beginning May 1, 2002. Management believes the adoption of SFAS No. 141 and SFAS
No. 142 will not have a significant impact on the Company's  financial condition
or results of operations.

     In June  1998,  the FASB  issued  the  Statement  of  Financial  Accounting
Standard  ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities"  ("SFAS 133"). This statement  establishes  accounting and reporting
standards for derivative instruments and hedging activities and is effective for
all fiscal  quarters of fiscal years  beginning  after June 15,  1999.  In June,
1999,  the FASB issued SFAS No.137,  which delays the effective date of SFAS 133
until fiscal years beginning after June 15, 2000. Currently,  as the Company has
no derivative instruments, the adoption of SFAS No. 133 has had no impact on the
Company's financial condition or results of operations.

13.  COMPARATIVE RESULTS

Certain of the prior years' figures have been  reclassified  in order to conform
to the presentation adopted in the current year.
<PAGE>

ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

Introduction

     The following  discussion of the Company's results of operations and of its
liquidity  and  capital  resources  should  be  read  in  conjunction  with  the
information contained in the Consolidated Financial Statements and related Notes
thereto.  The following  discussion provides a comparative  analysis of material
changes for the years  ended April 30,  2001,  2000 and 1999,  in the  financial
condition and results of operations of the parent  company  ("JetForm")  and its
wholly-owned  subsidiaries:  JetForm  Corporation (a Delaware  corporation),  JF
A'Asia Pty.  Limited  ("JetForm  Pacific"),  JetForm  Scandinavia  AB  ("JetForm
Nordic"),  JetForm France SA ("JetForm  France"),  JetForm UK Limited  ("JetForm
UK"), JetForm Deutschland GmbH ("JetForm Germany"), JetForm Technologies Limited
("JetForm Ireland"),  JetForm Japan K.K. ("JetForm Japan"),  JetForm Netherlands
BV ("JetForm  Netherlands") and JetForm PTE Ltd ("JetForm  Singapore").  JetForm
and its wholly-owned  subsidiaries  are  collectively  referred to herein as the
"Company".

Results of Operations

     The Company's revenues and operating results have varied substantially from
period to period. With the exception of its consulting services operation, the
Company has  historically  operated  with little  backlog of orders  because its
software  products are  generally  shipped as orders are  received.  The Company
records  product revenue from packaged  software and irrevocable  commitments to
purchase  products  when  persuasive  evidence  of an  arrangement  exists,  the
software  product  has been  shipped,  there  are no  significant  uncertainties
surrounding  product  acceptance,  the  fees  are  fixed  and  determinable  and
collection is considered probable. As a result, product revenue in any period is
substantially  dependent on orders  booked and shipped in that  period.  Product
revenue is difficult to forecast due to the fact that the Company's sales cycle,
from initial trial to multiple copy licenses, varies substantially from customer
to customer.  As a result,  variations  in the timing of product sales can cause
significant  variations  in  operating  results  from period to period.  Product
revenue represented 51% of total revenue for the quarter ended July 31, 2001.

     Service revenue  primarily  consists of consulting  services,  training and
technical support. Consulting services include assisting customers to configure,
implement and integrate the  Company's  products and, when  required,  customize
products and design  automated  processes to meet customers'  specific  business
needs.  Service  revenue  represented 49% of total revenue for the quarter ended
July 31, 2001.

     Costs and expenses are comprised of cost of product, cost of service, sales
and   marketing,   general  and   administrative,   research  and   development,
depreciation and  amortization  and other expenses.  Cost of product consists of
the cost of disks,  manuals,  packaging,  freight,  royalty  payments to vendors
whose  software  is bundled  with  certain  products,  amortization  of deferred
product  development costs and provision for bad debts. Cost of service includes
all costs of providing  technical support,  training,  consulting,  custom forms
development  application development services and provision for bad debts. Sales
and marketing expenses are principally  related to salaries and commissions paid
to sales and marketing  personnel and the cost of marketing  programs.  Research
and development  expenses  include  personnel and occupancy costs as well as the
costs of software development,  testing,  product management,  quality assurance
and  documentation.  General and  administrative  expenses include personnel and
occupancy  costs  related  to   administrative   personnel.   Depreciation   and
amortization  includes  depreciation  of fixed assets and  amortization of other
assets,  goodwill and distribution rights relating to various acquisitions.  The
Company  amortizes  goodwill and distribution  rights over their expected useful
lives. The Company  periodically  reviews the carrying value of its fixed assets
and other assets.  Any  impairments in the carrying value are recognized at that
time.
<PAGE>

     The  following  table sets forth,  on a  comparative  basis for the periods
indicated,  the components of the Company's  product margin,  service margin and
product and service margin:


                                         Three months ended July 31,
                              --------------------------------------------------
                                       2001                      2000
                              -----------------------    -----------------------
                                     (in thousands of Canadian dollars)

Product revenue....              $13,508        100%       $12,654          100%
Cost of product....                1,411         10%         2,014           16%
                              -----------    --------    ----------    ---------
Product margin.....              $12,097         90%        10,640           84%
                              ===========    ========    ==========    =========

Service revenue....              $12,853        100%         9,401          100%
Cost of service....                4,564         36%         2,687           29%
                              -----------    --------    ----------    ---------
Service margin.....               $8,289         64%         6,714           71%
                              ===========    ========    ==========    =========

Total revenue......             $ 26,361        100%        22,055          100%
Costs of product and service       5,975         23%         4,701           21%
                              -----------    --------    ----------    ---------
Product and service margin       $20,386         77%       $17,354           79%
                              ===========    ========    ==========    =========

The following table presents, for the periods indicated,  consolidated statement
of operations data expressed as a percentage of total revenues:

                                                    Three months ended July 31,
                                                    ----------------------------
                                                        2001            2000
                                                    -------------    -----------
      REVENUES
        Product................................              51%             57%
        Service................................              49%             43%
                                                    -------------    -----------
                                                            100%            100%
                                                    -------------    -----------
      COSTS AND EXPENSES
        Cost of product........................               5%              9%
        Cost of service........................              17%             12%
        Sales and marketing....................              52%             58%
        General and administrative.............               9%             11%
        Research and development...............              20%             18%
        Depreciation and amortization..........              10%             12%
                                                    -------------    -----------
                                                            113%            120%
                                                    -------------    -----------
      OPERATING LOSS...........................             -13%            -20%
      Interest and other income (expense)......               --              --
                                                    -------------    -----------
      LOSS BEFORE TAXES........................             -13%            -20%
      Provision for income taxes...............              -1%             -1%
                                                    -------------    -----------
      NET LOSS.................................             -14%            -20%
                                                    =============    ===========
<PAGE>

     The  following  table  provides  details of product  revenue by  geographic
segment and,  within  Canada and the United States of America,  by  distribution
channel:

<TABLE>
<CAPTION>

                                     Three months ended July 31,          Period to Period
                                                                         Increase (Decrease)
                                    ------------------------------      ----------------------
                                        2001             2000               2001 to 2000
                                    -------------     ------------      ----------------------
                                      (in thousands of Canadian
                                              dollars)
<S>                                     <C>              <C>                    <C>
Product revenue by region
United States and Canada....            $  8,284         $  6,208                33%
Europe......................               3,833            4,808               -20%
Rest of World...............               1,391            1,638               -15%
                                    -------------     ------------      ----------------------
                                        $ 13,508         $ 12,654                7%
                                    =============     ============      ======================
</TABLE>

<TABLE>
<CAPTION>
                                     Three months ended July 31,          Period to Period
                                                                         Increase (Decrease)
                                    ------------------------------      ----------------------
                                        2001             2000               2001 to 2000
                                    -------------     ------------      ----------------------
                                      (in thousands of Canadian
                                              dollars)
<S>                                      <C>              <C>                   <C>
Product revenue by channel
in North America
End Users...................             $ 2,607          $ 4,989               -48%
Reseller and OEM............               5,677            1,219               366%
                                    -------------     ------------      ----------------------
                                         $ 8,284          $ 6,208                33%
                                    =============     ============      ======================
</TABLE>
<PAGE>

Three Months Ended July 31, 2001, Compared to Three Months Ended July 31, 2000

Revenues

     Total Revenues: Total revenues increased 20% to $26.4 million for the three
months ended July 31, 2001,  from $22.1  million for the three months ended July
31,  2000.  Total  revenues  consisted  of 51%  product  revenue and 49% service
revenue for the three months ended July 31, 2001.

     Product  Revenue:  Product  revenue  increased 7% to $13.5  million for the
three months ended July 31, 2001,  from $12.7 million for the three months ended
July 31, 2000.  Product revenue  derived from North America,  Europe and Rest of
World  represented  61%, 28% and 11%,  respectively,  of product revenue for the
three months ended July 31, 2001, as compared to 49%, 38% and 13%, respectively,
of product revenue for the three months ended July 31, 2000.

     Product  revenue  derived from North America  increased 33% to $8.3 million
for the three months ended July 31, 2001, from $6.2 million for the three months
ended July 31, 2000.  Reseller  and OEM sales,  which  represented  69% of North
American  product  revenue,  increased 366% to $5.7 million for the three months
ended July 31, 2001,  from $1.2 million for the three months ended July 31, 2000
due primarily to an increase in government reseller sales.  Product revenue from
direct sales, which represented 31% of North American product revenue, decreased
48% to $2.6 million for the three months ended July 31, 2001,  from $5.0 million
for the three months ended July 31, 2000. This was a result of a number of large
deals  during the first  quarter of fiscal  year 2001 being in the direct  sales
channel as compared to the first  quarter of fiscal year 2002 which saw a number
of large deals in the Reseller channel.

     Product revenue  derived from Europe  decreased 20% to $3.8 million for the
three months  ended July 31, 2001,  from $4.8 million for the three months ended
July 31, 2000, due to decreased license revenue from the United Kingdom, where a
significant sale had taken place in the prior fiscal year's first quarter.

     Product  revenue  derived from Rest of World  decreased 15% to $1.4 million
for the three months ended July 31, 2001, from $1.6 million for the three months
ended July 31, 2000,  primarily due to decreased reseller revenue from Japan and
Australia.

     Service  Revenue:  Service  revenue  increased 37% to $12.9 million for the
three months  ended July 31, 2001,  from $9.4 million for the three months ended
July 31, 2000. For the three months ended July 31, 2001, maintenance and support
revenue  increased  19% to $7.8  million  from $6.6 million for the three months
ended July 31, 2000.  The  Company's  consulting  revenue  increased 78% to $5.1
million for the three  months  ended July 31,  2001,  from $2.8  million for the
three  months  ended July 31, 2000.  The  increase in  consulting  revenue was a
direct  result of sales  efforts  to  increase  the  amount  and size of ongoing
professional service projects over the past year.

Costs and Expenses

     Total Costs and  Expenses:  Total costs and expenses were $29.9 million for
the three months ended July 31, 2001,  an increase of 13% from $26.4 million for
the three months ended July 31, 2000.

     Cost of  Product:  Cost of product  decreased  30% to $1.4  million for the
three months  ended July 31, 2001,  from $2.0 million for the three months ended
July 31,  2000.  These costs  represent  10% and 16% of product  revenue for the
three months ended July 31, 2001 and July 31, 2000,  respectively.  The decrease
is related to a decrease in amortization of capitalized  software costs.  During
fiscal  year 2001,  the  company  wrote down the value of  capitalized  software
costs.  The write-down was  attributable to management's  analysis that the life
cycles of some of its products had come to an end.  Total  capitalized  software
costs charged to cost of product revenue decreased 80% to $161,000 for the three
months  ended July 31, 2001,  from  $799,000 for the three months ended July 31,
2000.  Total bad debt  expense  decreased  40% to $317,000  for the three months
ended July 31, 2001, from $524,000 for the three months ended July 31, 2000.
<PAGE>

     Cost of  Service:  Cost of service  increased  70% to $4.6  million for the
three months  ended July 31, 2001,  from $2.7 million for the three months ended
July 31, 2000 due to the company's increasing  consulting revenue in addition to
the number of resources dedicated to consulting and customer support activities.
The service  margin  decreased  to 64% for the three months ended July 31, 2001,
from 71% for the three months ended July 31, 2000.

     Costs of Product and Service: Costs of product and service increased 27% to
$6.0 million for the three months ended July 31, 2001, from $4.7 million for the
three months ended July 31, 2000.  Product and service  margin  decreased to 77%
for the three months  ended July 31,  2001,  from 79% for the three months ended
July 31, 2000.

     Sales and  Marketing:  Sales and marketing  expenses  increased 8% to $13.7
million  for the three  months  ended July 31,  2001 from $12.7  million for the
three months ended July 31, 2000, as a result of the company's  expansion of its
worldwide sales force.  As a percentage of total  revenues,  sales and marketing
decreased  to 52% for the three  months  ended July 31,  2001,  from 58% for the
three months ended July 31, 2000.

     General and Administrative:  General and administrative  expenses decreased
4% to $2.4 million for the three  months ended July 31, 2001,  from $2.5 million
for the three  months ended July 31, 2000.  As a percentage  of total  revenues,
general and  administrative  expenses decreased to 9% for the three months ended
July 31, 2001, from 11% for the three months ended July 31, 2000.

     Research and Development:  Research and development  expenses increased 32%
to $5.2 million for the three months ended July 31, 2001,  from $3.9 million for
the three months ended July 31, 2000, primarily due to a reduction in the amount
of capitalized  software costs. During the three months ended July 31, 2001, the
Company did not capitalize any costs related to software development as compared
to $900,000 for the three months ended July 31, 2000. Software development costs
are expensed as incurred unless they meet generally accepted accounting criteria
for deferral and amortization. Costs were not deferred in the quarter ended July
31,  2001 to the extent they were for the  quarter  ended July 31, 2000  because
fewer  projects met the  criteria  for deferral and where  projects did meet the
criteria the period between achieving technological  feasibility and the general
availability  of the product was short and the  associated  costs were  minimal.
Research and development expense as a percentage of product revenue increased to
38% for the three  months  ended July 31,  2001,  from 31% for the three  months
ended July 31, 2000.

     Depreciation  and  Amortization:  Depreciation  and  amortization  remained
constant at $2.6  million for the three  months ended July 31, 2001 and July 31,
2000.

     Operating Loss:  Operating loss was $3.5 million for the three months ended
July 31,  2001,  compared to $4.3  million for the three  months  ended July 31,
2000.  The  decrease  in  operating  loss is  primarily  a result of the  higher
increase in revenue offset by the increase in expenses.

     Net Investment and Other Income (Expense):  Net investment and other income
was approximately  $79,000 for the three months ended July 31, 2001, compared to
$34,000 for the three months ended July 31, 2000.

     Provision  for Income Taxes:  The Company  recorded a provision for current
income taxes of $131,000  during the three months ended July 31, 2001,  compared
to a provision  for current  income taxes of $158,000 for the three months ended
July 31, 2000.

<PAGE>

Liquidity and Capital Resources

     As at July 31, 2001,  and April 30, 2001, the Company had $38.0 million and
$41.4 million of cash and cash equivalents respectively. During the three months
ended July 31,  2001,  the  Company's  cash and cash  equivalents  decreased  by
approximately  $3.4  million  primarily  due to the  purchase of fixed and other
assets,  the  repayment of certain  capital  lease  obligations,  an increase in
accounts receivable and a decrease in accounts payable.

Operations

     The Company decreased its investment in the non-cash  operating  components
of working capital during the three months ended July 31, 2001, by approximately
$721,000,  primarily due to an increase in accounts  receivable and decreases in
accounts payable and accrued liabilities.

     The Company purchased  approximately  $725,000 of fixed assets in the three
months  ended July 31,  2001  including  computer  hardware,  office  equipment,
furniture  and  leasehold  improvements.  During the three months ended July 31,
2001, the Company invested $1.3 million in other assets related primarily to the
purchase of software.

     During the three months ended July 31, 2001, the Company  generated cash of
approximately  $199,000  relating to the Company's  stock purchase plan, and the
exercise of stock options by employees and others.

Accounts Receivable and Term Accounts Receivable

     Total  accounts  receivable  and term accounts  receivable  decreased  $2.5
million to $30.0  million at July 31, 2001 from $32.5 million at April 30, 2001,
primarily due to the decrease in the current  quarter's  revenue compared to the
fourth quarter of fiscal 2001,  combined with the Company's  continued  focus on
collections. Accounts receivable excluding term accounts receivable decreased to
$27.4  million at July 31,  2001,  from $28.5  million at April 30,  2001.  Term
accounts receivable, which are accounts receivable with contracted payment dates
exceeding the Company's customary trade terms, decreased by $1.4 million to $2.6
million for the three months ended July 31, 2001, from $4.0 million on April 30,
2001 due to a reduction in the Company's  practice of granting  extended payment
terms.

     Term accounts receivable primarily arise from the recording of revenue from
Irrevocable  Commitment  Licenses.  Under an Irrevocable  Commitment  License, a
customer  commits to pay a minimum  amount  over a  specified  period of time in
return  for the right to use or resell  up to a  specific  number of copies of a
delivered  product  for a fixed  amount.  The amount of revenue  recorded is the
amount of the  minimum  commitment  over the term of the  license,  less  deemed
interest  for  that  part of the  license  term  that is  beyond  the  Company's
customary trade terms.

     Payments under Irrevocable  Commitment Licenses are generally received from
the customer on the earlier of (i) installation of the Company's products by the
customer or delivery to its  customers or end users and (ii)  specified  minimum
payment  dates in the  license  agreement.  Amounts by which  revenues  recorded
exceed payments received are recorded as accounts receivable.  Payments that are
expected  beyond  the  Company's  customary  trade  terms are  recorded  as term
accounts  receivable.  Total  license  fees  over  the  term of the  Irrevocable
Commitment License may be greater than the minimum commitment initially recorded
as revenue.  Revenues from installations or sales of the Company's products,  in
excess of the minimum  commitment  are  recorded by the Company as and when they
are reported by the customer.
<PAGE>

Restructuring

     On March 17,  1999,  the  Corporation  announced a  restructuring  plan and
recorded a  provision  for  restructuring  costs of $30.5  million  directed  at
reducing costs. The key restructuring actions included:

     o    Consolidation   of  management   responsibilities   and  reduction  in
          headcount;
     o    Closure of redundant facilities;
     o    Reduction in the carrying value of certain  capital  assets  primarily
          related  to  past   acquisitions;   and
     o    Cancellation   of  certain commitments and other costs.

     The following  table  summarizes  the activity in the  restructuring  costs
during the three months ended July 31, 2001:

<TABLE>
<CAPTION>
                                           Employee                             Total       Non Cash       Total
                                          Termination   Facilities   Other      Costs        Costs       Provision
                                          -----------   ----------   -----      -----       --------     ---------
<S>                                         <C>           <C>         <C>       <C>         <C>          <C>
Restructuring provision............         $ 5,252       $ 2,914    $ 726     $ 8,892     $ 21,611      $ 30,503
Cash payments......................          (1,175)          (36)    (207)     (1,418)          --        (1,418)
Non-cash items.....................              --            --       --          --      (21,611)      (21,611)
                                            --------      --------   ------    --------    ---------     ---------
                                            --------      --------   ------    --------    ---------     ---------
Balance, April 30, 1999............         $ 4,077       $ 2,878    $ 519     $ 7,474     $     --      $  7,474
Cash payments......................          (2,921)       (1,092)    (124)     (4,137)          --        (4,137)
Reductions.........................            (566)         (540)      --      (1,106)          --        (1,106)
                                            --------      --------   ------    --------    ---------     ---------
Balance, April 30, 2000............         $   590       $ 1,246    $ 395     $ 2,231     $     --      $  2,231
Cash payments......................            (468)         (236)    (121)       (825)          --          (825)
Reductions.........................            (122)         (567)      --        (689)          --          (689)
                                            --------      --------   ------    --------    ---------     ---------
Balance, April 30, 2001............         $    --       $   443    $ 274     $   717     $     --      $    717
Cash payments......................              --           (88)     (40)       (128)          --          (128)
Reductions.........................              --            --       --          --           --            --
                                            --------      --------   ------    --------    ---------     ---------
Balance, July 31, 2001.............         $    --       $   355    $ 234     $   589     $     --      $    589
                                            --------      --------   ------    --------    ---------     ---------
Long-term balance..................         $    --       $   306    $  12     $   318     $     --      $    318
                                            ========      ========   ======    ========    =========     =========
</TABLE>

     Employee  terminations  totaled 105 and included 46 in sales and marketing,
40 in  research in  development,  12 in internal  corporate  services,  and 7 in
systems  and  consulting  services.   Employee   terminations   included  salary
continuance  for which the  Company  was  contractually  obligated  to pay.  All
employees were terminated on or before April 30, 1999.

     Facilities  costs consisted  primarily of $2.1 million and $780,000 related
to  the  closure  of  the  Company's  United  Kingdom  and  Toronto  facilities,
respectively.  The provision for redundant facilities included management's best
estimates of the total future operating costs of these vacant facilities for the
remainder of their respective lease terms.  Actual costs could differ from these
estimates.  During the three months ended July 31, 2001, the Company's liability
for vacant  facilities was reduced by $88,000.  The Company's  long-term balance
relates to a lease in the United Kingdom which expires April 30, 2010.

     Other cash costs related  primarily to the  cancellation of trade shows and
other commitments.  The remaining obligation relates to a service contract which
expires  August 31,  2002.  During the three  months  ended July 31,  2001,  the
Company's liability related to this commitment was reduced by $40,000.

     Non-cash  costs  included  impairment  losses of $21.6  million  related to
assets  held for use.  The losses were  comprised  of $16.6  million  related to
marketing and  distribution  rights,  $3.1 million  related to goodwill and $1.9
million related to other capital assets.
<PAGE>

Financial Instruments and Credit Facility

     The Company has entered into  receivable  purchase  agreements with certain
third party purchasers. Under the agreements, the Company has the option to sell
certain accounts receivable on a recourse basis. The Purchasers have recourse in
the event of a trade dispute as defined in the receivables  purchase agreements.
As at July 31,  2001 and April 30,  2001,  the  outstanding  balance of accounts
receivable  sold under these  agreements  was  approximately  US$3.1 million and
US$3.6 million,  respectively. The recourse obligation is estimated to be nil as
the Company believes that none of the receivables sold are at risk of recourse.

     The Company has a committed $20 million credit facility with the Royal Bank
of Canada.  The credit  facility is made up of (i) a $10 million  term  facility
which bears interest at a rate of 1.5% over the Bankers  Acceptance  rate of the
Bank from time to time and is payable on August 1, 2002;  and (ii) a $10 million
revolving line of credit which bears interest at the prime rate of the Bank from
time to time. As at July 31, 2001,  the Company had drawn all of the $10 million
term loan facility and fixed the interest rate until October 19, 2001, at 4.29%.
The Company had no borrowings  against its  revolving  line of credit as at July
31, 2001.  The Company has granted,  as  collateral  for the $20 million  credit
facility, a general security agreement over JetForm's assets, including a pledge
of the shares of certain subsidiaries.

     The Company  believes  that its  existing  cash and cash  equivalents  will
provide sufficient liquidity to meet the Company's business  requirements in the
foreseeable  future.  However,  should the Company  continue to incur  operating
losses,  its ability to meet its liquidity  requirements and to raise additional
capital through debt or equity financing may be compromised.

     JetForm uses forward contracts and purchased options to manage exposures to
foreign  exchange.  The  Company's  objective is to minimize risk using the most
effective  methods to eliminate or reduce the impacts of this exposure.  JetForm
does not enter into financial  instruments for speculative or trading  purposes.
As at July 31, 2001, the Company had no outstanding  foreign exchange  financial
instruments.

Recent Accounting Pronouncements

     In July 2001, the Financial  Accounting Standards Board ("FASB") has issued
the Statement of Financial  Standards  ("SFAS") No.141,  Business  Combinations,
that will  require  all  business  combinations  to use the  purchase  method of
accounting.  This  pronouncement  is  effective  for all  business  combinations
initiated  after June 30, 2001. The FASB has also issued SFAS No. 142,  Goodwill
and Other  Intangible  Assets,  which will  require  intangible  assets  with an
indefinite  life and goodwill to be tested for  impairment  on an annual  basis.
Goodwill and indefinite life intangibles will no longer be amortized. Intangible
assets with a definite  life will  continue to be  amortized  over their  useful
life.  This  pronouncement  will be  effective  for the  Company's  fiscal  year
beginning May 1, 2002. Management believes the adoption of SFAS No. 141 and SFAS
No. 142 will not have a significant impact on the Company's  financial condition
or results of operations.

     In June  1998,  the FASB  issued  the  Statement  of  Financial  Accounting
Standard  ("SFAS") No. 133,  "Accounting for Derivative  Instruments and Hedging
Activities"  ("SFAS 133"). This statement  establishes  accounting and reporting
standards for derivative instruments and hedging activities and is effective for
all fiscal  quarters of fiscal years  beginning  after June 15,  1999.  In June,
1999,  the FASB issued SFAS No.137,  which delays the effective date of SFAS 133
until fiscal years beginning after June 15, 2000. Currently,  as the Company has
no derivative instruments, the adoption of SFAS No. 133 has had no impact on the
Company's  financial  condition  or  results  of  operations.  To the extent the
Company begins to enter into such  transactions in the future,  the Company will
adopt the  Statement's  disclosure  requirements  in the  quarterly  and  annual
financial statements for the year ending April 30, 2002.
<PAGE>

PART II -- OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company is not a party to any material legal proceeding.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

During  the three  months  ended July 31,  2001,  the  Company  did not file any
reports on Form 8-K.
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                            JetForm Corporation

September 14, 2001          /s/ A. Kevin Francis
--------------------        ----------------------------------------------------
        Date                A. Kevin Francis
                            President and Chief Executive Officer and Director
                            (Principal Executive Officer)

September 14, 2001          /s/ Jeffrey McMullen
--------------------        ----------------------------------------------------
        Date                Jeffrey McMullen
                            Senior Vice President, Finance and Chief Financial
                            Officer (Principal Financial and Accounting Officer)