---------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------
                                    FORM 10-K

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

                    For the Fiscal Year Ended April 30, 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)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class                    Name of each exchange on which registered
Common shares, without par value       Nasdaq, Toronto Stock Exchange,
                                       Pacific Stock Exchange

Securities registered under Section 12(g) of the Exchange Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes /X/ No / /

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K is not contained herein,  and will not be contained herein, to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. /X/

The  aggregate  market  value  of the  voting  and  non  voting  stock  held  by
non-affiliates  of the  registrant  computed by  reference  to the last price at
which the stock was sold as reported on the NASDAQ Stock Market on July 16, 2001
was $56,213,693.  For the purpose of determining this amount,  voting stock held
by officers, directors and stockholders whose ownership exceeds five percent are
excluded.  This  determination  of affiliate  status is provided for purposes of
this report and does not represent an admission by either the  registrant or any
such person as to the status of such person.
<PAGE>
State the number of the issuer's  Common  Shares  outstanding  on July 16, 2001:
24,897,143.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

                                       2
<PAGE>
                               JETFORM CORPORATION
                                TABLE OF CONTENTS

                                     PART I

                                                                            PAGE

ITEM 1................BUSINESS                                                5

ITEM 2................PROPERTIES                                             16

ITEM 3................LEGAL PROCEEDINGS                                      17

ITEM 4................SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                      HOLDERS                                                17

                                     PART II

ITEM 5................MARKET FOR  REGISTRANT'S COMMON EQUITY AND
                      RELATED STOCKHOLDER MATTERS                            18

ITEM 6................SELECTED FINANCIAL DATA                                20

ITEM 7................MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS          21

ITEM 7A...............QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
                      MARKET RISKS                                           31

ITEM 8................FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA            31

ITEM 9................CHANGES IN AND DISAGREEMENTS  WITH ACCOUNTANTS
                      ON ACCOUNTING AND FINANCIAL DISCLOSURE                 61

                                    PART III

ITEM 10...............DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT     62

ITEM 11...............EXECUTIVE COMPENSATION                                 66

ITEM 12...............SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                      AND  MANAGEMENT                                        70

ITEM 13...............CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS         71

                                     PART IV

ITEM 14...............EXHIBITS, FINANCIAL STATEMENT
                      SCHEDULES, AND REPORTS ON FORM 8-K                     72

SIGNATURES                                                                   77
<PAGE>
This Annual Report on Form 10-K ("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 1, and 7
hereof, 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 (see
Item 1.  Business  -  "Risk  Factors").  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>
                                     PART I

Item 1.  BUSINESS

                                   THE COMPANY

JetForm Corporation (which, together with its subsidiaries is referred to herein
as "JetForm" or the "Company") was  incorporated as Jorag Computer  Systems Ltd.
pursuant to the Canada Business  Corporations  Act on June 10, 1982. By Articles
of Amendment  dated  September 28, 1982, the Company  changed its name to Indigo
Software Ltd. By Articles of Amendment  dated  September  30, 1991,  the Company
changed  its name to JetForm  Corporation.  The  Company's  registered  head and
principal office is located at 560 Rochester Street, Ottawa, Ontario, K1S 5K2.

The following  chart sets forth  certain  information  concerning  the principal
subsidiaries of the Company as at April 30, 2001:

                                         ----------------------------------
                                    |----|       JetForm Corporation       |
                                    |    |        (Delaware, U.S.A.)       |
                                    |    ----------------------------------
                                    |
                                    |    ----------------------------------
                                    |----|      JetForm U.K. Limited       |
                                    |    |        (England & Wales)        |
                                    |    ----------------------------------
                                    |
                                    |    ----------------------------------
  ---------------------------       |----|        JetForm France SA        |
  |   JetForm Corporation   | 100%  |    |            (France)             |
  |        (Canada)         |-------|    ----------------------------------
  ---------------------------       |
                                    |    ----------------------------------
                                    |----|     JF A'Asia Pty Limited       |
                                    |    |           (Australia)           |
                                    |    ----------------------------------
                                    |
                                    |    ----------------------------------
                                    |----|     JetForm Scandinavia AB      |
                                    |    |            (Sweden)             |
                                    |    ----------------------------------
                                    |
                                    |    ----------------------------------
                                    |----|     JetForm Deutschland GmbH    |
                                    |    |             (Germany)           |
                                    |    ----------------------------------
                                    |
                                    |    ----------------------------------
                                    |----|   JetForm Technologies Limited  |
                                    |    |            (Ireland)            |
                                    |    ----------------------------------
                                    |
                                    |    ----------------------------------
                                    |----|     JetForm Netherlands BV      |
                                    |    |          (Netherlands)          |
                                    |    ----------------------------------
                                    |
                                    |    ----------------------------------
                                    |----|         JetForm PTE LTD         |
                                    |    |            (Singapore)          |
                                    |    ----------------------------------
                                    |
                                    |    ----------------------------------
                                    |----|        JetForm Japan K.K.       |
                                         |             (Japan)             |
                                         ----------------------------------

                                       5
<PAGE>
Overview

JetForm Corporation  develops software solutions that extend and accelerate core
business processes.  JetForm solutions enable companies and governments to lower
operating  costs,  increase  revenues and reduce cycle times. The Company's core
strengths are in intelligent data capture with XML-based forms, business process
integration and presentation of high fidelity, customer-facing documents.

The Company believes it is well positioned within the e-business market to serve
a worldwide  market in the business  process  integration,  electronic  document
presentment  and  intelligent  data capture  arenas.  JetForm's  sales force and
service professionals,  who operate in 15 countries, focus on sales and services
to end users and support for the  Company's  numerous  partnerships.  To further
leverage  the  Company's  global  reach,   JetForm  has  established   strategic
partnerships   with  e-Business   application   vendors,   system   integrators,
international Value Added Resellers (VARs) and original equipment manufacturer's
(OEMs). JetForm has also established key business and technology alliances with,
among others, Siebel, Accenture, Microsoft, Hewlett-Packard, IBM, SAP and Xerox,
to broaden market acceptance for its solutions.

JetForm  customers include The Australian  Department of Defence,  Axel Springer
Verlag AG, Fidelity  Employer  Services  Company  (FESCO),  Nationwide  Building
Society,  Pennsylvania Department of Public Welfare,  Prudential Real Estate and
Relocation  Services,  SAFECO, U.S Army Reserve,  National Guard, GMAC Insurance
Online,  Dresdner Bank,  HealthAxis,  U.S Army,  Ericsson Business  Consulting -
Sverige,  Carl Link Verlag AG, Miami Herald Publishing,  Curaspan,  The National
Bank Of Greece S.A., SPAR AG, The New York City Department of Sanitation,  State
of  North  Carolina,   Reliant  Energy,  PSA  Peugeot  Citroen,   National  City
Corporation, The Federal Home Loan Bank of Atlanta, Que-Net Media, SEB Group, AB
Svensk Bilprovning,  SNCF, Human Resources Develpment Canada,  Gras-Savoye,  The
Danzas Group,  Gelsenwasser  AG, SER Banking  Software  Solutions GmbH,  Telenor
Bedrift AS, and UBS AG.

Industry Background

Organizations  worldwide are adopting  e-business models at an accelerated pace.
They are evolving their  traditional  business  models to  digital-based  models
using  business  process   integration,   electronic  document  presentment  and
intelligent  data capture.  Companies  recognize the competitive  advantage they
gain  from  reduced  cycle  times  and  costs  and  improved  service  for their
customers,  partners and  suppliers.  Government  agencies  also  recognize  the
benefits of being able to better serve their citizens.

     Business Process Integration

e-Business is powered by integrated business processes involving the interaction
of  employees,   customers,   partners  and  suppliers  through   interconnected
enterprise   applications.   When  a   company   decides   to   participate   in
cross-functional or cross-enterprise  business models,  interoperability between
disparate applications becomes an issue. A pragmatic approach for overcoming the
interoperability  issue is to integrate these applications with  enterprise-wide
integration solutions.

     Electronic Document Presentment

Documents  such as invoices,  statements  and  contracts  often serve as the key
point of  contact  between  an  organization  and its  customers,  partners  and
suppliers. The demands of the current e-business transformation require dynamic,
personalized  business  documents to be delivered through multiple channels in a
variety of  formats-paper,  e-mail,  fax and the Web.  Customer facing documents
need to be high quality and high fidelity.  Also, since this transformation will
not  entirely  eliminate  the  need  for  paper  documents,   organizations  are
positioning themselves to operate effectively in this hybrid paper-Web world.

     Intelligent Data Capture

Businesses  and  governments  are  continuing  to improve  their  administrative
efficiencies by automating paper-based solutions.  Organizations' intranets have
become the portals to initiate business processes. The evolution of the Internet
from  a  publishing   vehicle  to  a   service-delivery   vehicle  is  requiring
organizations  to offer  customer  service over the  Internet;  whether it be to
complete a required form, access account information or check on the status of a
customer service request.

                                        6
<PAGE>
The JetForm Solution

JetForm's   process   integration,   document   presentment   and  data  capture
technologies  provide  organizations  with the  capability  to adopt  e-business
models,  giving them a  competitive  advantage in their  respective  industries.
JetForm's  solutions are complemented by its  professional  services team, which
facilitates  product  implementation,  and its  customer  services  team,  which
provides ongoing technical support.

     Business Process Integration

JetForm's   business  process   solutions   integrate   people,   processes  and
applications  in  e-business.  JetForm's  solutions  are an  Extensible  Mark-up
Language  ("XML")  based  process  automation  solution  that contains rich work
management  capabilities  and provides  companies with the capability to deliver
their  services and products  across  multiple  media,  including  the Internet,
wireless, mobile, e-mail and agents or brokers.

o    Safeco  Corporation - in business since 1923, is a Fortune 500  diversified
     financial  services  company  based in  Seattle.  Safeco  and its more than
     17,000  independent agents and financial advisors provide premier insurance
     and financial services to individual and business customers.
     Recently  SAFECO  used  JetForm's   e-process   technology  to  develop  an
     application  that lets  independent  agents and brokers order,  process and
     receive  surety  bonds  online,   in  near  real  time.  The  application's
     efficiency  and  cost-savings  will allow SAFECO to bring more  products to
     market,  and to increase  market share by making it easier for  independent
     agents  and  brokers to do  business  with  SAFECO.  The  company  plans to
     leverage  JetForm's  e-process  technology to build multiple  applications,
     ensuring SAFECO stays at the forefront of the financial services industry.

     Electronic Document Presentment

JetForm's  e-document  presentment  solutions  allow  organizations  to  produce
professional  quality  document  output from their  line-of-business,  legacy or
enterprise resource planning (ERP)  applications.  The data generated from these
business  applications  is  merged  with  an  electronic  document  template  to
dynamically  generate  documents  in multiple  formats for  delivery to multiple
devices, including print, e-mail, fax and the Web.

o    Healthaxis.com  -   Healthaxis.com   is  a  leading  provider  of  advanced
     technology   solutions  for   healthcare   administration.   Acting  as  an
     intermediary,  Healthaxis.com  provides support to insurance carriers, Blue
     Cross/Blue   Shield   organizations,    third-party    administrators   and
     self-administered  employers.  Their services include  business-to-business
     (B2B) Internet-enabled applications that address the processing and flow of
     information among participants.  JetForm's  electronic document presentment
     technology  creates the complex  documents and  integrated  electronic  and
     printed  document  output it needed to meet the  challenges  of the  hybrid
     paper-Web world. Through its dynamic sub-forms  capabilities,  the content,
     look and feel of Healthaxis.com's  forms are controlled  dynamically by the
     underlying  data  ensuring the document is accurate and easy to read.  As a
     result of implementing JetForm's technology, Healthaxis.com realizes a cost
     savings of $US1 per document,  a significant savings given that the company
     produces over 18 million documents each year.

     Intelligent Data Capture

JetForm is an  industry  leader in  intelligent  data  capture  using  XML-based
electronic  forms.  Graphical  XML-based  design tools create compliant forms to
capture data. JetForm provides support for multiple  platforms,  whether the end
user is filling out a form at a desktop,  on a disconnected  handheld  device or
even on a mobile device with Internet access. The Company's  intelligent e-forms
are robust in their ability to capture and validate data,  perform  calculations
or access data throughout the  organization.  JetForm's  e-form solutions can be
used within governments and businesses wishing to improve  efficiencies and save
costs.  According to Gartner  Group,  80 per cent of all business  documents are
forms. These forms may need to be signed, participate in a workflow or be stored
in a document management system.

Kansas  Department of  Transportation - The Kansas  Department of Transportation
(KDOT)  accumulates  massive  amounts  of  information  about  new and  existing
transportation infrastructure. With reduced staff levels, the

                                       7
<PAGE>
     rising tide of information  was becoming  increasingly  difficult to manage
     and  process.  The  answer  was  JetForm  e-process  technology.  To  guide
     enterprise  implementation,   KDOT  developed  the  Generic  Implementation
     Methodology  (GIM), a repeatable  process any business unit can use. Of the
     e-process  applications  KDOT  has  deployed  to  date,  one  of  the  most
     innovative  is a solution  that  creates  and  updates  over 3,000  project
     authorizations  and  schedules  annually.  Developed  without  the  need to
     rewrite mainframe-based legacy systems, this e-process eliminates duplicate
     data  entry,   automates  processing  and  electronic   distribution,   and
     automatically  converts  the final  forms to Adobe  Acrobat  PDF format and
     stores the form and any attachment in the KDOT document  management system.
     KDOT is now able to accommodate an increasing  workload with existing staff
     levels.   The  success  of  the  GIM  in  this  and  many  other  e-process
     applications  spurred  Kansas to recognize  KDOT as the state's lead agency
     for e-process initiatives.

Corporate Strategy

JetForm's  strategic vision is to be the leading global company  specializing in
extending and accelerating  core business  processes.  To accomplish this vision
the company needs to work very closely with  e-Business  enterprise  application
providers,  to  enhance  its  market  penetration  and  to  develop  world-class
products.  The  Company  plans to achieve  this  vision  through  the  following
strategies.

     Build Strategic Alliances

JetForm  continues to build  strategic  relationships  with  leading  e-Business
enterprise  application  providers and large system  integrators  to enhance its
market penetration.  JetForm believes these  relationships  facilitate access to
strategic  projects that often generate large commitments from its customers and
can reduce the length of its sales  cycles.  In addition,  JetForm  believes the
software  deployment  expertise  and industry  knowledge  of system  integrators
shortens  the  implementation  time of its  product  and helps to secure  add-on
business.

     Expand Sales Channels Worldwide

JetForm  believes  that the  e-business  market in North  America  and  globally
represents a significant  growth  opportunity as organizations  strive to evolve
traditional business models into e-business models. JetForm plans to continue to
invest in its  worldwide  distribution  capacity  to increase  market  share and
penetration.  This  investment  will  include  expanding  the direct sales force
within the  established  and new sales  offices in North  America and around the
globe.

     Extend Technological Leadership

JetForm's   Web-centric,   XML-based  products  provide  key  elements  for  the
development  of  new  and  innovative   e-business   solutions.   Their  modular
architecture can be easily adapted to new and existing standards,  protocols and
platforms.  This architecture enables JetForm's products to accommodate multiple
operating systems,  applications,  business models and data sources.  Management
believes that JetForm's product capabilities significantly differentiate it from
its  competitors.  By  continuing  to invest in R&D to  enhance  technical  core
competencies,  JetForm believes that it will extend its technological leadership
in the market.

     Increase Brand Awareness

JetForm intends to devote significant resources to marketing efforts to increase
customer and industry awareness of JetForm's  positioning and value proposition.
These  increased  marketing  efforts  will  include  building  a  strong  brand,
executing   focused   press  and  industry   analyst   campaigns  and  expanding
participation  in related  industry  events.  Through these  marketing  efforts,
JetForm  intends to  demonstrate  the value of its  solutions  and  services  to
enterprises and thereby increase its market share.

     Leverage Existing Customer Base

Management  believes that JetForm's large base of existing  customers provides a
unique opportunity for additional sales of current and future products,  as well
as ongoing  maintenance  revenue. A majority of JetForm's customers have not yet
purchased  its full suite of  products  or  currently  only use them in specific
business  units or  locations.  Management  believes  that JetForm can penetrate
customer  accounts by expanding  departmental  deployments into  enterprise-wide
implementations as well as by cross-selling additional solutions and services.

                                       8
<PAGE>
Products

The Company  offers  scaleable  e-Business  solutions for  enterprises  to adopt
contemporary  business models.  JetForm solutions are comprised of a combination
of  software  products  and  associated  implementation  and  support  services.
JetForm's  financial results are presented on a segmented basis which consist of
Product,  Consulting and Customer Support. The Company's product lines have been
designed and developed  with a modular,  open-systems  architecture  and support
many industry standard interfaces to e-mail,  groupware,  Internet/intranet  and
business application  software.  The Company's products are sold individually or
in  combination.  The  products  are  priced  to  accommodate  various  customer
situations based on the number of licensed users and the combination of products
and services to be provided.

     Business Process Integration

InTempo - For companies who need to integrate multiple  applications,  processes
and people  from  their  brick and mortar  businesses  into their  e-businesses,
InTempo is an  XML-based,  business  process  integration  platform  that allows
organizations  to model,  deploy,  manage and integrate  human-intense  business
processes with core business  processes.  Unlike application  integration tools,
packaged  applications or Web development  tools,  InTempo integrates people and
processes with existing systems and supports  multi-channel  delivery  including
the Internet,  wireless, mobile and e-mail. The Enterprise Application Interface
(EAI)  capability  provided within InTempo  increases the speed of deployment by
simplifying efforts required to integrate individual applications.

     Electronic Document Presentment

Central and Central Pro - JetForm  Central and Central Pro provide  connectivity
to  line-of-business  applications for producing document output for print, fax,
e-mail and the Web. They combine an easy-to-use  design tool for the creation of
dynamic e-document templates.
Web  Output  Pack -  JetForm's  Web Output  pack  extends a  company's  document
presentment to the Web. Using the Web to provide business documents to customers
is a key in the e-Business world. The Web Output Pack allows customers to access
electronic documents in real time using only a Web browser.
Output  Pak for SAP R/3 -  JetForm's  Output Pak for SAP R/3  provides  document
output for SAP R/3  applications.  It expands the scope of R/3  applications  by
allowing  customers  to create and  integrate  e-forms  with their R/3  business
processes.   With  a  BAPI-certified  interface,  it  provides  a  flexible  and
cost-effective  way to create and maintain  forms  specifically  for the SAP R/3
environment.
Output Pak for Oracle - JetForm  Output  Pak for  Oracle  Applications  provides
document  output  from  Oracle  applications.  It  expands  the  scope of Oracle
Applications  by allowing  customers to create and integrate  e-forms with their
Oracle business processes.  With an Oracle CAI -certified interface, it provides
a flexible and  cost-effective way to create and maintain forms specifically for
the Oracle environment. It provides professional-looking output, readability for
users and a better corporate image for organizations.

     Intelligent Data Capture

ReachForm  -  JetForm's  latest  e-Forms  technology,  ReachForm  can provide an
intelligent  form filling  experience  to anyone on the Internet  regardless  of
browser type or computing  device,  with no download or plug-in.  A  single-form
template can be deployed to multiple platforms including WAP/WML enabled devices
such as mobile phones.
FormFlow99 - JetForm's  FormFlow99 is an electronic forms solution that provides
application  interoperability,  zero  administration  capabilities,  process and
routing security, integration capabilities and applications functionality.
Pocket Form - JetForm  Pocket Form,  for Palm and Microsoft  Pocket PC operating
systems,  enables mobile  computing  professionals to use e-forms to efficiently
collect data,  complete business  transactions with a legally-binding  signature
and remotely initiate a business process workflow. JetForm's e-process framework
and JetForm's  Pocket Form provide an  enterprise  development  environment  for
mobile solutions.

                                       9
<PAGE>
Services

As at April  30,  2001,  the  Company  had a team of 148  professionals  who are
responsible  for  consulting,  custom  software  development,  forms  design 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. In addition, the Company offers e-forms design services. This broad range
of  services  provides  customers  with  the  ability  to  streamline   business
processes.

The Company also provides  customers  with ongoing  technical  support by way of
phone, fax and the Web. The technical  support team works closely with customers
to  diagnose  problems  and  address  system  integration  issues to ensure  the
customer  receives  the  full  benefit  of the  JetForm  solution.  The  Company
maintains  support  facilities that permit real-time  testing and replication of
customer  problems.  JetForm  operates two support  centers.  The Ottawa support
center provides coverage for North America while coverage for Europe is provided
out of the Dublin support center.  The Company's software products are typically
sold with annual  maintenance and support  contracts.  The annual service fee is
generally  18 per cent of the price of the software  purchased  and entitles the
customer  to  remote  support,   product  upgrades  and  maintenance   releases.
Maintenance and support contracts can also be tailored to meet customer-specific
needs.

Sales, Marketing and Distribution

The Company's sales strategy is to achieve broad market penetration worldwide by
utilizing  both direct and indirect  sales  channels.  JetForm is expanding  its
sales force focused on sales to end customers. The company also supports its key
partners including strategic partners,  systems  integrators,  consulting firms,
solution partners, OEMs and international distributors.  The Company's marketing
strategy  supports the various  focuses of the sales force and  includes  market
research and industry  analyst  relations;  targeted print,  Web and direct mail
advertising;  public relations activities,  lead-generating events, seminars and
conferences;   Web,   multi-media   and  printed   marketing   collateral;   and
field-focused education tools and communication.

The Company's  sales force  operates  from 18 offices,  with seven in the United
States near the following centers:  New York,  Chicago,  Detroit,  Atlanta,  San
Francisco, Washington and Dallas; two in Canada and Japan and one in each of the
United Kingdom, Ireland, France, Germany, Sweden, the Netherlands and China. The
Company plans to expand its market  penetration  by adding new sales offices and
new  partners.   The  Company's  sales  force  primarily  targets  Fortune  2000
companies,  with a particular focus on the financial  services,  government (all
levels),  telecommunications and utility, and manufacturing sectors.  Trained in
the  Solution  Selling   methodology,   the  Company's  sales  force  builds  on
relationships  with current clients while  increasing the Company's  presence in
the e-business market and delivering business value to its customers.

The JetForm Partner Program

Through JetForm's Partner Program, the Company is able to develop  relationships
with  organizations  that  provide  core  business  applications,  complementary
products  and  services to extend our market  penetration.  The company has been
also developing a strategic partner program.  The Program is designed to attract
key  e-Business  enterprise  application  vendors and large system  integrators.
JetForm partners with different types of organizations for process  integration,
document presentment and data capture through a variety of partner categories as
follows:

Strategic Partners:           Siebel, Accenture, FujiXerox

Business and Technology       Microsoft,  SAP,  Oracle,   PeopleSoft,   Entrust,
Partners:                     PenOp,  Silanis,  VeriSign,  HP,  Xerox,  Lexmark,
                              Zebra, Dazel, Sybase, SmartTrust

System Integrators:           CGI,  The  Hunter  Group,   Unisys,  EDS,  Toshiba
                              Engineering,   Toyo  Information   Systems,   Core
                              Technology  Partners

Solution  Partners:           Star IT, Enterprise  Resolutions,  Evergreen,  Pro
                              Technologies,     Standard    Register,     Dictao

                                       10
<PAGE>
Distributors:                 Ingram

Customers

The Company's customers include a wide variety of organizations with an emphasis
on the financial services industry and the government sector. The Company has an
international customer base with customers outside of North America representing
44% of revenues for the year ended April 30,  2001,  and 35% and 31% of revenues
for the fiscal  years ended April 30, 2000 and April 30, 1999,  respectively.  A
selected list of users of JetForm's process  integration,  document  presentment
and data capture products is set forth below in the following table.

<TABLE>
<CAPTION>
                                       North America                                       International
<S>                 <C>                                                   <C>
Financial           Bank of Montreal                                      Australia and New Zealand Banking
Services:           Chase Manhattan                                       Group Limited
                    CIGNA Corp.                                           Commonwealth Bank of Australia
                    PaineWebber Incorporated                              Dresdner Bank
                    Prudential Real Estate and Relocation Services        Lloyds Bank
                    SAFECO                                                National Australia Bank Limited
                    USERS Incorporated                                    Union Bank of Switzerland
                    Wachovia Bank                                         Nationwide Building Society
                    Wells Fargo                                           Gras Savoye

Government:         Hydro-Quebec                                          Australian Department of Defence
                    Industry Canada                                       Chinese Service Center for Scholarly
                    New Brunswick Dept. of Supply & Services              Exchange
                    U.S. Army                                             Frankfurt Airport Authority
                    U.S Army Medical Command                              Swedish Car Test
                    U.S. Department of the Treasury                       Swedish Health Organization
                    U.S. Postal Service                                   UK Department of Social Security (DSS)
                    U.S. Social Security Administration
                    Pennsylvania Department of Public Welfare
                    State of Wisconsin

Other:              Kodak                                                 DaimlerChrysler
                    Nestle                                                Ford Motor Company
                    GE Aircraft                                           Schindler Corp.
                    Dr Pepper/7Up                                         SNCF
                    Bombardier Inc.                                       Volvo AB
                    Minnesota Mining and Manufacturing Co                 Merck
                    Owens Corning                                         Axel Springer Verlag
                    Procter & Gamble Company

Technology:         Hewlett-Packard Company                               Siemens Nixdorf Informationssysteme AG
                    Microsoft Corporation                                 Health Axis.com
                    Symantec Corporation
</TABLE>

                                       11
<PAGE>
Product Development

As of April 30,  2001,  the  Company  employed  165 full time  employees  in its
product  development group.  JetForm's  development team is engaged in research,
development,  testing,  quality assurance and documentation  activities  focused
primarily on Web-centric  products,  solutions,  and related  technologies.  The
research and  development  team,  located in Ottawa,  consists of many technical
experts with many years of accumulated expertise acquired within JetForm,  other
product  development  companies and the IT industry.  The  Company's  innovative
research and  development  projects  focus  efforts in each of JetForm's  global
product lines to take full advantage of JetForm's technical core competencies to
build Web-centric  solutions for the e-Business market.  This work builds on the
key strengths of the Company's current product lines,  provides  maintenance and
enhancements for current product lines and integration with the dynamic hardware
and  software  technology  environment.  The  costs  related  to  total  product
development for the year ended April 30, 2001 were $17.5 million.

Competition

The market for JetForm's  software and services is highly  competitive,  quickly
evolving  and  subject  to  rapid  technological   change.   Management  expects
competition to intensify in the future.  JetForm's potential competitors vary in
size and in the scope and breadth of the  products  and  services  offered.  The
Company's  competitors  fit into three  separate  areas.  The first is  business
process  integration  solutions from organizations such as Vitria and Staffware.
The second is electronic document  presentment from organizations such as Optio,
StreamServe,  Xenos and AFP  Technology.  The third is intelligent  data capture
using electronic forms from organizations such as Adobe,  Cardiff,  PureEdge and
Shana.

Management  believes that JetForm is differentiated  relative to its competitors
due to its full adoption of XML  technology,  which allows for easy  integration
between cross-functional and cross-enterprise applications.  Management believes
that, to the best of its knowledge,  none of JetForm's competitors is capable of
providing integrated solutions encompassing all three areas.

Intellectual Property

The Company  distributes  its products under software  license  agreements  that
generally  grant  customers  perpetual  licenses to use,  rather  than own,  the
Company's products and that contain various provisions  protecting the Company's
ownership and confidentiality of the underlying  technology.  The source code of
the  Company's  products  is  protected  as a trade  secret  and as  unpublished
copyrighted work. The Company also periodically  obtains licenses to use or copy
software  written or supplied by third parties for inclusion  into or as part of
the functionality of the Company's products. Such licenses usually are perpetual
in  nature,  subject  to the  regular  payment of  royalties  by the  Company as
specified in the licenses and  generally on terms and  conditions  comparable to
those  terms on which the Company  licenses  its own  products.  The Company has
registered  JetForm  as a  trademark  in the  United  States  and Canada and has
applications  issued  or  pending  in all  foreign  countries  in  which  it has
distributor representation. The Company acquired, as part of the Delrina Assets,
all of Delrina's relevant trademarks including FormFlow.

Employees

As of April 30, 2001,  the Company had 674 employees of which 642 were full-time
employees.  Full time employees  include 165 in product  management and research
and  development,  91 in North American  sales, 73 in European sales, 25 in Asia
Pacific  sales and  services,  35 in  marketing,  92 in systems  and  consulting
services,  68 in support services and customer satisfaction and 93 in management
and internal corporate services. Of the full-time employees,  412 are located in
Canada,  67 are  located  in the  United  States,  25 are  located in the United
Kingdom,  24 are located in France, 61 are located in Ireland, 16 are located in
Germany, 10 are located in Scandinavia,  1 is located in the Netherlands,  5 are
located in China and 21 are located in Japan. None of the Company's employees is
represented  by a labor union or subject to a collective  bargaining  agreement,
and the Company believes that its relations with its employees are good.

                                       12
<PAGE>
                                  RISK FACTORS

In  considering  an investment in the  securities of the Company,  a prospective
purchaser should consider the following risk factors.

Variability in Quarterly Results

The Company's  revenues and  operating  results have varied  substantially  from
period to period.  Product  revenues  are  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.  The  sales  cycle  for the
Company's  solutions  generally ranges from two to 12 months. The Company has in
the past relied to a great extent on revenue derived from small numbers of large
product  licenses in every  quarter.  Orders are generally  filled when they are
received  and the  Company  does not  operate  with a  material  order  backlog.
Therefore,  product revenues in any period are substantially dependent on orders
booked  and  shipped  or  the  fulfillment  in  that  period  of  the  Company's
obligations under Irrevocable  Commitment Licenses, and variations in the timing
of product sales or fulfillment of its obligations can cause material variations
in operating results from period to period.

In addition, the Company typically has realized a disproportionately high amount
of its  revenues  and income in the last month of each quarter and, as a result,
the magnitude of quarterly fluctuations may not become evident until late in, or
at the end of, a given quarter.  Accordingly,  delays in product  delivery or in
the closing of sales near the end of a quarter  could cause  quarterly  revenues
and, to a greater degree, net income, to fall substantially short of anticipated
levels. Due to the foregoing factors, the Company believes that period to period
comparisons  of its operating  results are not  necessarily  meaningful and that
such  comparisons  cannot be relied upon as  indicators  of future  performance.
There can be no assurance  that future  revenues and operating  results will not
vary  substantially.  It is  also  possible  that in one or  more  quarters  the
Company's  revenues or  operating  results will fall below the  expectations  of
public market  analysts and  investors.  In either case, the price of the Common
Shares could be materially adversely affected. See "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."

Competition

The market for JetForm's  software and services is highly  competitive,  quickly
evolving  and  subject  to  rapid  technological   change.   Management  expects
competition  to  intensify  in  the  future.  JetForm's  current  and  potential
competitors  vary in size and in the  scope  and  breadth  of the  products  and
services offered.  The Company's  competitors fit into three separate areas. The
first is process  automation  solutions  from  organizations  such as Vitria and
Staffware.  The second is electronic  document output from organizations such as
Optio, StreamServe, Xenos and AFP Technology. The third is electronic forms from
organizations such as Adobe, Cardiff, PureEdge and Shana.

Rapid Technological Change

The market for the Company's  products and services is  characterized by rapidly
changing technology,  evolving industry standards and new product introductions.
The Company's future success will depend in part upon its ability to enhance its
existing  products and services  and to develop and  introduce  new products and
services  to meet  changing  client  requirements.  The  process  of  developing
software  products  and  solutions  such as  those  offered  by the  Company  is
extremely complex and is expected to become  increasingly  complex and expensive
in the future with the introduction of new platforms and technologies. There can
be no assurance that the Company

                                       13
<PAGE>
will  successfully  complete the  development of new products and solutions in a
timely  fashion or that the Company's  current or future  products and solutions
will satisfy the future needs of its customers.

Management of Growth

The  Company  intends  to expand  its  worldwide  sales  force and  distribution
channels.   Rapid  growth,   including  geographic  expansion,   could  place  a
significant strain on the Company's management,  operations and other resources.
The Company's ability to manage its growth will require it to continue to invest
in its operations,  including its financial and management  information  systems
and controls, and to retain,  motivate and effectively manage its employees.  If
the Company's  management is unable to manage the Company's growth  effectively,
the quality of the  Company's  products and services,  the Company's  ability to
retain key personnel and its results of operations could be materially adversely
affected.

Third Party Dependence

The Company's ability to remain competitive and respond to technological  change
is in part dependent upon the products and services of third parties,  including
vendors of application  solutions.  In the event that the products of such third
parties  have design  defects or flaws,  or if such  products  are  unexpectedly
delayed in their introduction,  the Company's business,  financial condition and
results of operations could be materially adversely affected.

Dependence Upon Key Personnel

The success of the Company will be largely  dependent  on certain key  employees
including A. Kevin Francis,  its President and Chief Executive Officer. The loss
of the  services  of Mr.  Francis or certain  other key  employees  could have a
material adverse effect on the Company's  business and prospects.  The Company's
success is highly dependent on its continuing ability to identify,  hire, train,
retain and motivate highly qualified management,  technical, sales and marketing
personnel,   including   recently   appointed   officers  and  other  employees.
Competition  for such  personnel is intense,  and there can be no assurance that
the  Company  will be able to attract,  integrate  or retain  highly  qualified,
technical,  sales,  marketing  and  managerial  personnel  in  the  future.  The
inability to attract and retain the  necessary  management,  technical and sales
and marketing  personnel  could have a material  adverse effect on the Company's
business, financial condition and results of operations.

International Operations and Geographic Concentration

Sales  of the  Company's  products  outside  of the  United  States  and  Canada
represented  approximately  49% of the Company's  product  revenues for the year
ended April 30, 2001,  and  approximately  42% and 37% of the Company's  product
revenues for the years ended April 30, 2000, and 1999, respectively. The Company
anticipates  that sales outside of the United States and Canada will continue to
account for a significant  portion of total revenue.  These revenues are subject
to certain  risks  including  exchange  rate  changes,  imposition of government
controls,  export license  requirements,  restrictions on the  import/export  of
technology,  political instability,  trade restrictions,  changes in tariffs and
taxes, differences in copyright protection and difficulties in managing accounts
receivable  and term accounts  receivable.  There can be no assurance that these
factors will not have a material  adverse effect on the Company's future results
of operations.

Exchange Rate Risks; Currency Fluctuations

Most of the Company's  revenues are  denominated in U.S.  dollars,  although the
Company's expenses are primarily incurred in Canadian dollars and it reports its
financial results in Canadian dollars. Fluctuations in the exchange rate between
the U.S. dollar and the Canadian dollar could have a material  adverse effect on
the Company's

                                       14
<PAGE>
reported  results.  As the Company  continues to expand its European and Rest of
World operations, its risk exposure to currencies other than the U.S. dollar and
the Canadian dollar will also increase.

Reliance on Intellectual Property

The Company's success is heavily dependent upon its proprietary technology.  The
Company does not hold any patents relating to its software products. The Company
regards its software  products as  proprietary  and relies for  protection  upon
copyright, trademark and trade secret laws as well as restrictions on disclosure
and transferability contained in its software license agreements with customers.
In spite of these precautions, it may be possible for unauthorized third parties
to copy or otherwise  obtain and use the Company's  products or  technology.  In
addition,  effective  copyright,  trademark and trade secret  protection  may be
unavailable  or  limited  in  certain  foreign   countries.   The  Company  also
periodically  obtains  licenses to use or copy  software  written or supplied by
third parties for use in the Company's products. If such licenses are terminated
by such third parties,  there can be no assurance that any necessary licenses or
rights could be obtained on terms satisfactory to the Company to allow continued
use of such third party software which may be necessary for the functionality or
features of the Company's products.

Certain of the Company's software products and solutions could infringe existing
intellectual property rights of others. A number of companies, including leading
software  companies,  have obtained patents,  some of which could be found to be
infringed  by the  Company's  products and  solutions.  If any  infringement  of
intellectual  property rights does exist in JetForm's products,  there can be no
assurance  that the  necessary  licenses  or rights  could be  obtained on terms
satisfactory  to the Company or that the Company would not be required to modify
or discontinue  distributing  the  infringing  software  products.  A finding of
infringement  could have a material  adverse  effect on the Company's  business,
financial  condition and results of operations.  The threat or  commencement  of
litigation against the Company by third parties to enforce alleged  intellectual
property rights,  whether or not such intellectual  property rights are found to
exist or to have been  infringed by the Company,  could have a material  adverse
impact on the market  price of the Common  Shares,  could  prove  costly for the
Company to defend and could direct  significant  management  resources away from
the operations of the Company.

Product Defects and Product Liability

The Company's  software  products are highly complex and sophisticated and could
from time to time  contain  design  defects  or  software  errors  that could be
difficult to detect and correct.  Errors,  bugs or viruses may result in loss of
or delay in market  acceptance or loss of client data.  Although the Company has
not experienced  material adverse effects resulting from any software defects or
errors to date,  there can be no assurance that,  despite testing by the Company
and its clients,  errors will not be found in new  products.  In  addition,  the
Company  regularly  provides  a  warranty  with its  products.  There  can be no
assurance that the financial impact of these obligations will not be significant
in the future,  especially in the event of a major product defect. The Company's
products are used by many of its clients to perform mission critical  functions.
As a result, design defects,  software errors, misuse of the Company's products,
incorrect data from external sources or other potential  problems that may arise
from the use of the Company's  products  could result in claims for financial or
other  damages  from the  Company's  customers.  As is customary in the software
industry,  the Company does not maintain product liability  insurance.  Although
the Company's license agreements with its customers typically contain provisions
designed to limit the Company's  exposure to potential  claims,  such provisions
may not  effectively  protect  the  Company  against  such  claims  and  related
liabilities and costs. Accordingly, any such claim could have a material adverse
effect  upon  the  Company's  business,   financial  condition  and  results  of
operations.

Volatility of Stock Price

On the basis of the history of the trading  prices of the Common  Shares and the
stock  prices of other  technology  companies,  the  market  price of the Common
Shares may be highly  volatile  and may be  affected  by factors  other than the
Company's results. Factors such as announcements of technological innovations or
new products by the

                                       15
<PAGE>
Company's  competitors,  changes in the conditions of the data capture,  process
integration and document presentment markets, changes in public market analysts'
expectations  regarding future earnings and fluctuations in the rate of exchange
between  foreign  currencies  and the Canadian  dollar may have an impact on the
market price of the Common Shares. In addition, general economic,  political and
market conditions, such as recessions,  economic treaties, elections or military
conflicts, may adversely affect the market price of the Common Shares.

Item 2.  PROPERTIES

     Facilities

The  following  table sets forth the  location of the  principal  offices of the
Company and its  subsidiaries  as of April 30, 2001,  their uses,  and the lease
expiry date. The Company  considers its facilities to be in good condition.  The
specific location of these facilities is not material to the Company's business.

<TABLE>
<CAPTION>
            Location                                Primary Use                      Lease Expiry
<S>                                <C>                                            <C>
Ottawa, Ontario, Canada            Executive offices, customer support,             September, 2006
                                   consulting services, training services,
                                   sales, marketing and administration

Toronto, Ontario, Canada           Sales and consulting                             October, 2002

Atlanta, Georgia, USA              Sales and consulting                             June, 2001

Chicago, Illinois, USA             Sales and consulting                             August, 2001

Dallas, Texas, USA                 Sales and consulting                             September, 2004

Detroit, Michigan, USA             Sales and consulting                             December, 2001

Falls Church, Virginia, USA        U.S. Government sales, consulting and            April, 2002
                                   marketing headquarters, regional sales

Mountain View, California, USA     Sales and consulting                             April, 2005

New York, New York, USA            Sales and consulting                             March, 2006

Boulogne, France                   Sales and consulting                             September, 2001

Dublin, Ireland                    Sales, consulting and customer support           January, 2024

Ratingen, Germany                  Sales and consulting                             December, 2004

Stockholm, Sweden                  Sales and consulting                             September, 2003

Netherlands, BV                    Sales and consulting                             April, 2002

Windsor, UK                        Sales and consulting                             January, 2006
</TABLE>

                                       16
<PAGE>
<TABLE>
<S>                                <C>                                            <C>
Beijing, China                     Sales and consulting                              March, 2002

Tokyo, Japan                       Sales, consulting and customer support            January, 2002
</TABLE>

Item 3.  LEGAL PROCEEDINGS

The Company is not a party to any material litigation.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the year ended April 30, 2001.

                                       17
<PAGE>
                                     PART II


Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Price Range of Common Shares

The Company's  Common Shares are quoted on the NASDAQ  National Market under the
symbol "FORM",  the Pacific Stock  Exchange  under the symbol "JTF",  and on the
Toronto Stock Exchange under the symbol "JFM".  The following  table sets forth,
for the periods  indicated,  the high and low closing sales prices of the Common
Shares as reported on the NASDAQ National Market and the Toronto Stock Exchange.

          NASDAQ National Market
                                                       High         Low

          Year Ended April 30, 2000
          First Quarter.......................        US$ 5.12     US$ 3.12
          Second Quarter......................            4.40         3.12
          Third Quarter.......................            7.56         3.43
          Fourth Quarter......................           12.31         5.12
          Year Ended April 30, 2001
          First Quarter.......................        US$ 6.50     US$ 4.25
          Second Quarter......................            6.13         3.06
          Third Quarter.......................            4.38         2.31
          Fourth Quarter......................            3.69         1.88


          Toronto Stock Exchange
                                                       High         Low

          Year Ended April 30, 2000
          First Quarter.......................       CAN$ 7.80    CAN$ 4.65
          Second Quarter......................            7.10         4.50
          Third Quarter.......................           11.55         5.00
          Fourth Quarter......................           18.90         7.00
          Year Ended April 30, 2001
          First Quarter.......................       CAN$ 9.15    CAN$ 6.55
          Second Quarter......................            9.00         4.65
          Third Quarter.......................            6.50         3.60
          Fourth Quarter......................            5.50         2.91

Holders

As of July 16,  2001,  there  were 424  holders  of record of Common  Shares.  A
substantial  number of Common  Shares of the Company  are held by  depositories,
brokerage  firms and financial  institutions  in "street  name".  Based upon the
number of  annual  reports  and proxy  statements  requested  by such  nominees,
management of the Company  estimates that there are more than 16,500  beneficial
holders of Common Shares.

Dividends

During the fiscal years ended April 30, 2001, 2000 and 1999, the Company did not
declare or pay cash  dividends  on its Common  Shares,  and does not  anticipate
paying any  dividends in the  foreseeable  future,  but intends to retain future
earnings for reinvestment to finance its business.

                                       18
<PAGE>
Limitations Affecting Security Holders

There is no law or government  decree or regulation in Canada that restricts the
export or import of capital, or affects the remittances of dividends,  insurance
or other  payments to a  non-resident  holder of Common  Shares,  other than the
withholding tax requirements described below.

Taxation

The following  discussion  summarizes certain tax considerations  relevant to an
investment by individuals  and  corporations  who, for income tax purposes,  are
resident in the United  States and not in Canada,  hold Common Shares as capital
property,  and do not use or hold the  Common  Shares in  carrying  on  business
through a permanent  establishment  or in connection with a fixed base in Canada
(collectively,  "Unconnected US Shareholders"). The Canadian tax consequences of
an  investment  in the Common  Shares by investors  who are not  Unconnected  US
Shareholders may be expected to differ  substantially  from the tax consequences
discussed herein.  The discussion is based upon the provisions of the Income Tax
Act  (Canada)  (the "Tax Act"),  the  Convention  between  Canada and the United
States  of  America  with  respect  to  taxes  on  Income  and on  Capital  (the
"Convention")  and the  published  administrative  practices of Revenue  Canada,
Taxation  and  judicial  decisions,  all of which are  subject to  change.  This
discussion  does not take into account the tax laws of the various  provinces or
territories of Canada.

This  discussion  is intended to be a general  description  of the  Canadian tax
considerations  and does not take into account the individual  circumstances  of
any particular shareholder.

Any  cash  dividends  and  stock  dividends  on the  Common  Shares  payable  to
Unconnected US  Shareholders  generally will be subject to Canadian  withholding
tax. Under the Convention,  the rate of withholding tax generally  applicable to
Unconnected  US  Shareholders  is 15%. In the case of a United States  corporate
shareholder  owning  10% or  more  of the  voting  shares  of the  Company,  the
applicable withholding tax under the Convention is 5%. Capital gains realized on
the  disposition  of Common Shares by Unconnected  US  Shareholders  will not be
subject to tax under the Tax Act unless such Common Shares are taxable  Canadian
property  within the meaning of the Tax Act. Common Shares will generally not be
taxable Canadian  property to a holder unless,  at any time during the five-year
period immediately preceding a disposition, the holder, or persons with whom the
holder did not deal at arm's length,  or any combination  thereof,  owned 25% or
more of the issued  shares of any class or series of the Company.  If the Common
Shares are considered taxable Canadian property to a holder, the Convention will
generally  exempt  Unconnected  US  Shareholders  from tax  under the Tax Act in
respect of a disposition  of Common  Shares  provided the value of the shares of
the Company is not derived  principally  from real property  situated in Canada.
Neither Canada nor any province  thereof  currently  imposes any estate taxes or
succession duties.

                                       19
<PAGE>
Item 6.  SELECTED FINANCIAL DATA

    The selected consolidated  financial data as at and for each of the years in
the five year period ended April 30, 2001,  have been derived from the Company's
audited Consolidated Financial Statements and Notes thereto, included in Item 8.
"Financial Statements and Supplementary Data", and should be read in conjunction
therewith.

    The Consolidated Financial Statements are prepared on the basis of U.S. GAAP
and are expressed in Canadian dollars. See Item 7. "Management's  Discussion and
Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
                                                               Year ended April 30,
                                   -----------------------------------------------------------------------------
                                     2001            2000               1999             1998             1997
                                   ---------      -----------      -----------      ------------     -----------
                                      (in thousands of Canadian dollars, except share and per share amounts)
<S>                                <C>            <C>              <C>              <C>              <C>
Statement of Operations Data:
Revenues
Product............................$    61,038       $    52,583   $    66,662      $    74,781      $    54,935
Service............................     39,601            41,734        47,550           36,446           21,679
                                   -----------       -----------   -----------      -----------      -----------
                                       100,639            94,317       114,212          111,227           76,614
                                   -----------       -----------   -----------      -----------      -----------
Costs and expenses
Cost of product....................     15,911           12,053          9,164            7,539            4,677
Cost of service....................     12,270           12,373         19,058           15,259           10,805
Sales and marketing................     55,043           45,097         53,315           40,214           29,140
General and administrative.........     12,375           12,168         10,722            9,846            8,618
Research and development...........     17,535           15,423         15,384           10,620            7,422
Depreciation and amortization......     10,928           10,300         11,568           11,631            8,190
Gain on sale of assets (1).........         --           (1,813)            --               --               --
Restructuring (2)..................       (689)          (1,106)        30,503               --               --
Repurchase of Moore Options(3).....         --               --             --               --           47,084
In process research and
development(4).....................         --               --             --               --          106,962
                                   -----------       ----------    -----------      -----------      -----------
                                       123,373          104,495        149,714           95,109          222,898
                                   -----------       ----------    -----------      -----------      -----------
Operating income (loss)............    (22,734)         (10,178)       (35,502)          16,118         (146,284)
Investment and other income
(expense)..........................        794            3,163          3,815           (3,564)          (2,003)
                                   -----------       ----------    -----------      -----------      -----------
Income (loss) before taxes.........    (21,940)          (7,015)       (31,687)          12,554         (148,287)
Provision for (recovery of)
income taxes.......................      6,641            1,086         (2,552)           1,690              193
                                   -----------       ----------    -----------      -----------      -----------
Net income (loss)..................$   (28,581)      $   (8,101)   $   (29,135)     $    10,864      $  (148,480)
                                   ===========       ==========    ===========      ===========      ===========
Basic  income (loss) per
share
Net income (loss) per
share..............................     $(1.26)          $(0.41)        $(1.47)           $0.65          $(10.03)
Weighted average number of
shares............................. 22,616,021       19,915,893     19,826,057       16,622,835       14,796,852
Fully diluted income (loss) per
share
Net income (loss) per
share..............................     $(1.26)          $(0.41)        $(1.47)           $0.62          $(10.03)
Weighted average number of
shares............................. 22,616,021       19,915,893     19,826,057       17,615,595       14,796,852
</TABLE>

<TABLE>
<CAPTION>
                                                                   As at April 30,
                                      --------------------------------------------------------------------------
                                       2001          2000              1999             1998            1997
                                      -------     ------------     -----------      ------------     -----------
                                                         (in thousands of Canadian dollars)
<S>                                   <C>         <C>              <C>              <C>              <C>
Balance Sheet Data:
Cash and cash equivalents..........   $ 41,426    $ 42,092         $ 47,262         $ 91,604        $ 34,450
Accounts receivable................     28,488      21,416           29,274           31,347          24,276
Term accounts receivable...........      3,962       5,466           19,576           13,187          11,676
Working capital....................     48,171      33,568           43,744           70,370          30,409
Total assets.......................    114,676     121,336          156,705          216,567         142,988
Long term debt including current
maturities.........................     10,000      10,000           32,557           73,404         101,518
Shareholders' equity...............     70,562      76,302           84,930          112,149          16,089
</TABLE>
--------

(1)  On May 1, 1999 the Company sold all of the Common and  Preferred  shares of
     its  multimedia  subsidiary,  Why  Interactive,  to a third party for total
     consideration of $6.4 million.

(2)  On March 17, 1999 the Company announced a restructuring plan which included
     the  write-down  of certain  capital  assets,  reductions  in the number of
     employees,  closure of certain  facilities  and other costs  totaling $30.5
     million.  See Note 15 to the  Consolidated  Financial  Statements  included
     elsewhere in this Form 10-K.  During the year ended April 30, 2000 and 2001
     the Company was successful in reducing its total expected  liability  under
     facilities leases and severance  arrangements by $ 1.1 million and $689,000
     respectively.

(3)  Effective  June 27, 1996,  the Company  repurchased  the Moore  options for
     consideration  of US$34.0  million,  paid for by the  issuance of 1,813,334
     Common Shares.

(4)  On September 10, 1996, the Company  acquired certain assets including title
     to intellectual  property,  that were formerly part of the E-Forms software
     group of Delrina  Corporation.  During the year ended April 30,  1997,  the
     Company recorded a non-recurring  charge of $107.0 million for purchased in
     process research and development relating to this acquisition.

                                       20
<PAGE>
     The Company  publishes its  consolidated  financial  statements in Canadian
dollars.  The following  table sets forth,  for the periods  indicated,  certain
exchange rates based on the exchange rates reported by the Federal  Reserve Bank
of New York as the noon  buying  rates in New York City for cable  transfers  in
foreign currencies,  as certified for customs purposes (the "Noon Buying Rate").
Such rates quoted are the number of U.S. dollars per Canadian dollar and are the
inverse of the Noon Buying Rate.

<TABLE>
<CAPTION>
                                           Year ended April 30,
                  -------------------------------------------------------------------
                      2001          2000           1999           1998           1997
                  -----------   -----------    -----------    -----------    --------
<S>                <C>            <C>            <C>            <C>           <C>
High.......        US$  0.6771    US$  0.6969    US$  0.6882    US$  0.7317   US$  0.7513
Low........             0.6416         0.6607         0.6341         0.6832        0.7145
Average(1).             0.6619         0.6803         0.6601         0.7093        0.7329
Period End.             0.6508         0.6748         0.6863         0.6992        0.7157
</TABLE>

(1) The average of the month-end exchange rates during such periods.


On June 20, 2001,  the noon buying rate in New York City for cable  transfers in
Canadian  dollars was US $1.00 - CAN $1.52 as certified for customs  purposes by
the Federal Reserve Bank of New York.

Item 7. 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 from year to year.
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 61% of total revenue for the year ended April 30, 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

                                       21
<PAGE>
represented 39% of total revenue for the year ended April 30, 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 provisions 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  and  amortization  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  capital  assets.  Any  impairments  in  the  carrying  value  are
recognized at that time.

     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:

<TABLE>
<CAPTION>
                                                          Year ended April 30,
                              -----------------------------------------------------------------------------
                                       2001                       2000                       1999
                              -----------------------    ------------------------    ----------------------
                                                   (in thousands of Canadian dollars)
<S>                           <C>            <C>         <C>           <C>           <C>          <C>
Product revenue....              $61,038        100%       $52,583          100%       $66,662        100%
Cost of product....               15,911         26%        12,053           23%         9,164         14%
                              -----------    --------    ----------    ----------    ----------   ---------
Product margin.....              $45,127         74%       $40,530           77%       $57,498         86%
                              ===========    ========    ==========    ==========    ==========   =========

Service revenue....              $39,601        100%       $41,734          100%       $47,550        100%
Cost of service....               12,270         31%        12,373           30%        19,058         40%
                              -----------    --------    ----------    ----------    ----------   ---------
Service margin.....              $27,331         69%       $29,361           70%       $28,492         60%
                              ===========    ========    ==========    ==========    ==========   =========

Total revenue......             $100,639        100%       $94,317          100%      $114,212        100%
Costs of product and service      28,181         28%        24,426           26%        28,222         25%
                              -----------    --------    ----------    ----------    ----------   ---------
Product and service margin       $72,458         72%       $69,891           74%       $85,990         75%
                              ===========    ========    ==========    ==========    ==========   =========
</TABLE>

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

<TABLE>
<CAPTION>
                                                                Year ended April 30,
                                                    ---------------------------------------------
                                                        2001            2000            1999
                                                    -------------    ------------    ------------
<S>                                                 <C>              <C>             <C>
      REVENUES
        Product................................              61%             56%             58%
        Service................................              39%             44%             42%
                                                    -------------    ------------    ------------
                                                            100%            100%            100%
                                                    -------------    ------------    ------------
      COSTS AND EXPENSES
        Cost of product........................              16%             13%              8%
        Cost of service........................              12%             13%             17%
        Sales and marketing....................              55%             48%             47%
        General and administrative.............              12%             13%              9%
        Research and development...............              17%             16%             13%
        Depreciation and amortization..........              11%             11%             10%
        Restructuring..........................              -1%             -1%             27%
        Gain on sale of assets.................               --             -2%              --
                                                    -------------    ------------    ------------
                                                            123%            111%            131%
                                                    -------------    ------------    ------------
      OPERATING LOSS...........................             -23%            -11%            -31%
      Interest and other income (expense)......               1%              3%              3%
                                                    -------------    ------------    ------------
      LOSS BEFORE TAXES........................             -22%             -7%            -28%
</TABLE>

                                       22
<PAGE>
<TABLE>
<S>                                                 <C>              <C>             <C>
      Provision for income taxes...............              -7%             -1%              2%
                                                    -------------    ------------    ------------
      NET LOSS.................................             -28%             -9%            -26%
                                                    =============    ============    ============
</TABLE>

     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>
                                                Year ended April 30,                     Period to Period Increase
                                                                                                (Decrease)
                                       ----------------------------------------     ------------------------------------
                                         2001          2000           1999           2001 to 2000         1999 to 2000
                                       ----------    ----------    ------------     ---------------      ---------------
                                        (in thousands of Canadian dollars)
<S>                                    <C>           <C>           <C>              <C>                  <C>
Product revenue by region
United States and Canada....            $ 31,183      $ 30,294        $ 42,286                  3%                 -28%
Europe......................              21,191        18,076          20,051                 17%                 -10%
Rest of World...............               8,664         4,213           4,325                106%                  -3%
                                       ----------    ----------    ------------
                                        $ 61,038      $ 52,583        $ 66,662                 16%                 -21%
                                       ==========    ==========    ============

Product revenue by channel in the
United States and Canada
Reseller and OEM............            $ 10,565      $ 17,555        $ 24,779                -40%                 -29%
Direct Sales................              20,618        12,739          17,507                 62%                 -27%
                                       ----------    ----------    ------------
                                        $ 31,183      $ 30,294        $ 42,286                  3%                 -28%
                                       ==========    ==========    ============
</TABLE>


Year Ended April 30, 2001, Compared to the Year Ended April 30, 2000

Revenues

     Total Revenues:  Total revenues increased 7% to $100.6 million for the year
ended April 30,  2001,  from $94.3  million  for the year ended April 30,  2000.
Total revenues  consisted of 61% product revenue and 39% service revenue for the
year ended April 30, 2001.

     Product  Revenue:  Product  revenue  increased 16% to $61.0 million for the
year ended April 30, 2001, from $52.6 million for the year ended April 30, 2000.
Product revenue derived from North America, Europe and Rest of World represented
51%, 35% and 14%, respectively,  of product revenue for the year ended April 30,
2001, as compared to 58%, 34% and 8%,  respectively,  of product revenue for the
year ended April 30, 2000.

     Product  revenue  derived from North America  increased 3% to $31.2 million
for the year ended April 30, 2001,  from $30.3  million for the year ended April
30,  2000.  Reseller  and OEM sales,  which  represented  34% of North  American
product  revenue,  decreased  40% to $10.6  million for the year ended April 30,
2001, from $17.6 million for the year ended April 30, 2000. Product revenue from
direct sales, which represented 66% of North American product revenue, increased
62% to $20.6  million for the year ended April 30, 2001,  from $12.7 million for
the year ended April 30, 2000 primarily due to the expansion in the direct sales
force.

     Product revenue derived from Europe  increased 17% to $21.2 million for the
year ended April 30, 2001, from $18.1 million for the year ended April 30, 2000,
due to increased license revenue from Germany, France and the United Kingdom.

     Product  revenue  derived from Rest of World increased 106% to $8.7 million
for the year ended April 30,  2001,  from $4.2  million for the year ended April
30, 2000,  primarily due to increased  reseller revenue from Japan and increased
reseller revenue from Australia and Singapore.

     Service Revenue: Service revenue decreased 5% to $39.6 million for the year
ended April 30, 2001,  from $41.7 million for the year ended April 30, 2000. For
the year ended April 30, 2001,  maintenance and support

                                       23
<PAGE>
revenue  increased  17% to $28.0  million from $23.9  million for the year ended
April 30, 2000. The Company's  consulting revenue decreased 35% to $11.6 million
for the year ended April 30, 2001,  from $17.9  million for the year ended April
30, 2000.  The decrease in consulting  revenue  occurred in North  America.  The
decrease  was  due  to  the  redeployment  of  service  resources  to  pre-sales
activities in the prior fiscal year,  and lower sales of services as a result of
re-staffing  in the  Company's  North  American  sales  force in the  first  two
quarters of fiscal 2001.

Costs and Expenses

     Total Costs and Expenses:  Total costs and expenses were $123.4 million for
the year ended April 30,  2001,  an increase of 18% from $104.5  million for the
year ended April 30, 2000.  Excluding the restructuring  recovery of $700,000 in
fiscal  year 2001 and the gain on sale of asset and  restructuring  recovery  of
$2.9  million in fiscal year 2000,  costs and  expenses for the year ended April
30, 2001, increased by 4%.

     Cost of Product:  Cost of product  increased  32% to $15.9  million for the
year ended April 30, 2001, from $12.1 million for the year ended April 30, 2000.
These costs  represent 26% and 23% of product  revenue for the years ended April
30,  2001 and April 30,  2000,  respectively.  The  increase  is  related  to an
increase in amortization of capitalized  software costs, offset by a decrease in
bad debt expense for the year. Total capitalized  software costs charged to cost
of product  revenue  increased 170% to $8.4 million for the year ended April 30,
2001, from $3.1 million for the year ended April 30, 2000. During the year ended
April 30, 2001, other assets decreased as a result of amortization and the write
down of the value of capitalized software costs. The write-down was attributable
to  management's  realization  that the life cycles of some of its  products had
come to an end.  Total bad debt  expense  decreased  51% to $3.0 million for the
year ended April 30, 2001,  from $6.1 million for the year ended April 30, 2000.
As a result of these changes,  the product margin  decreased to 74% for the year
ended April 30, 2001, from 77% for the year ended April 30, 2000.

     Cost of Service: Cost of service decreased 1% to $12.3 million for the year
ended April 30, 2001,  from $12.4 million for the year ended April 30, 2000. The
service margin  decreased to 69% for the year ended April 30, 2001, from 70% for
the year ended April 30,  2000.  Included in cost of service is $1.0  million of
bad debts for the year ended April 30, 2001.

     Costs of Product and Service: Costs of product and service increased 15% to
$28.2 million for the year ended April 30, 2001, from $24.4 million for the year
ended April 30, 2000.  Product and service margin  decreased to 72% for the year
ended  April 30,  2001,  from 74% for the year ended April 30,  2000.  Total bad
debts decreased 34% to $4.0 million for the year ended April 30, 2001, from $6.1
million for the year ended April 30, 2000.

     Sales and Marketing:  Sales and marketing  expenses  increased 22% to $55.0
million for the year ended April 30, 2001 from $45.1  million for the year ended
April 30, 2000,  as a result of the Company's  increasing  the size of its sales
force from 55 sales  representatives  to 110. As a percentage of total revenues,
sales and marketing increased to 55% for the year ended April 30, 2001, from 48%
for the year ended April 30, 2000.

     General and Administrative:  General and administrative  expenses increased
2% to $12.4  million for the year ended April 30, 2001,  from $12.2  million for
the year ended April 30, 2000.  As a percentage of total  revenues,  general and
administrative expenses decreased to 12% for the year ended April 30, 2001, from
13% for the year ended April 30, 2000.

     Research and Development: Research and development expenses decreased 3% to
$20.1 million for the year ended April 30, 2001, from $20.7 million for the year
ended April 30, 2000,  primarily due to lower investment tax credits recorded in
the year and a reduction in the amount of capitalized software costs. During the
year ended April 30, 2001, the Company capitalized approximately $2.6 million of
software  development costs as compared to $3.6 million for the year ended April
30, 2000.  Software  development costs are expensed as incurred unless they meet
generally accepted accounting criteria for deferral and amortization. Costs were
not deferred in fiscal 2001 to the extent they were in fiscal 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  lower.
Research and development expense as a percentage of product revenue

                                       24
<PAGE>
remained  constant  at 29% for the  years  ended  April 30,  2001 and 2000.  The
Company expects that its capitalized  software costs in the future will be lower
than in the year ended April 30, 2001. Overall research and development spending
decreased  3% to $20.1  million  for the year ended April 30,  2001,  from $20.7
million  for the year  ended  April 30,  2000.

     Depreciation and Amortization:  Depreciation and amortization  increased 6%
to $10.9  million for the year ended April 30, 2001,  from $10.3 million for the
year ended April 30, 2000, primarily as a result of the increase in fixed assets
such  as  internally  developed  software,   leasehold  improvements,   computer
equipment and software purchased throughout the year.

     Restructuring:  During the year  ended  April 30,  2001,  the  Company  was
successful in reducing its total expected  liability under facilities leases and
severance arrangements by approximately $689,000.

     Gain on Sale of Assets:  During the year ended April 30, 2001,  the Company
did not dispose of any assets. During the year ended April 30, 2000, the Company
sold all of the Common and Preferred  shares of its multimedia  subsidiary,  Why
Interactive,  to a third party for $6.4  million in cash,  debt and  convertible
debt.  This  resulted in a gain of $1.8  million.  The Company has  received all
amounts owed from the third party.

     Operating  Loss:  Operating loss was $22.7 million for the year ended April
30,  2001,  compared to $10.2  million for the year ended  April 30,  2000.  The
increase in operating  loss is primarily a result of the increased  amortization
and write-offs of capitalized software costs.

     Investment  and Other  Income  (Expense):  Investment  and other income was
approximately  $794,000  for the year ended  April 30,  2001,  compared  to $3.2
million for the year ended April 30, 2000.  During the year ended April 30, 2000
the Company  recorded a gain of $1.5 million on the sale of a security.  No such
transaction took place during the year ended April 30, 2001.

     Provision  for Income Taxes:  The Company  recorded a provision for current
income taxes of $1.0 million and a provision  for deferred  income taxes of $5.6
million  which was a result of an increase in the  valuation  allowance  for the
deferred  tax  assets  during  the year  ended  April 30,  2001,  compared  to a
provision for current  income taxes of $1.1 million and a provision for deferred
income taxes of nil for the year ended April 30, 2000.

Year Ended April 30, 2000, Compared to the Year Ended April 30, 1999

Revenues

     Total Revenues:  Total revenues decreased 17% to $94.3 million for the year
ended April 30,  2000,  from $114.2  million for the year ended April 30,  1999.
Total revenues  consisted of 56% product revenue and 44% service revenue for the
year ended April 30, 2000.

     Product  Revenue:  Product  revenue  decreased 21% to $52.6 million for the
year ended April 30, 2000, from $66.7 million for the year ended April 30, 1999.
Product revenue derived from North America, Europe and Rest of World represented
58%, 34% and 8%,  respectively,  of product revenue for the year ended April 30,
2000, as compared to 63%, 30% and 7%,  respectively,  of product revenue for the
year ended April 30, 1999.

     The  Company  attributes  the  decrease  in product  revenue  primarily  to
external market factors  including the Year 2000 issue, a shift towards Internet
based solutions from traditional  client/server  solutions, and the emergence of
new competitors.

                                       25
<PAGE>
     Product revenue  derived from North America  decreased 28% to $30.3 million
for the year ended April 30, 2000,  from $42.3  million for the year ended April
30,  1999.  Reseller  and OEM sales,  which  represented  58% of North  American
product  revenue,  decreased  29% to $17.6  million for the year ended April 30,
2000, from $24.8 million for the year ended April 30, 1999. Product revenue from
direct sales, which represented 42% of North American product revenue, decreased
27% to $12.7  million for the year ended April 30, 2000,  from $17.5 million for
the year ended April 30, 1999.

     Product revenue derived from Europe  decreased 10% to $18.1 million for the
year ended April 30, 2000, from $20.1 million for the year ended April 30, 1999,
primarily due to decreased license revenue from Germany and Sweden.

    Product revenue derived from Rest of World decreased 3% to $4.2 million for
the year ended April 30, 2000, from $4.3 million for the year ended April 30,
1999, primarily due to decreased license revenue from Australia.

     Service  Revenue:  Service  revenue  decreased 12% to $41.7 million for the
year ended April 30, 2000, from $47.6 million for the year ended April 30, 1999.
For the year ended April 30, 2000,  maintenance and support revenue increased 9%
to $23.9  million  from $21.8  million  for the year ended April 30,  1999.  The
Company's  consulting  revenue decreased 30% to $17.9 million for the year ended
April 30, 2000,  from $25.6  million for the year ended April 30, 1999.  For the
year ended April 30,  1999,  consulting  revenue  included  $4.0  million from a
former subsidiary of the Company,  Why Interactive,  which was sold in May 1999.
Excluding  revenue  from Why  Interactive,  consulting  revenue  decreased  17%,
primarily due to the general decrease in product sales and resulting  consulting
engagements.

Costs and Expenses

     Total Costs and Expenses:  Total costs and expenses were $104.5 million for
the year ended April 30,  2000,  a decrease  of 30% from $149.7  million for the
year ended April 30,  1999.  Excluding  non-recurring  items of $2.9  million in
fiscal year 2000 and $30.5  million in fiscal year 1999,  costs and expenses for
the year ended April 30, 2000, decreased by 10%.

     Cost of Product:  Cost of product  increased  32% to $12.1  million for the
year ended April 30, 2000,  from $9.2 million for the year ended April 30, 1999,
primarily  as a result of an increase in  provisions  for bad debts.  During the
year ended April 30, 2000, the Company  provided for two large  accounts,  which
amounted to $1.7 million. The product margin decreased to 77% for the year ended
April 30,  2000,  from 86% for the year ended April 30, 1999,  primarily  due to
lost economies of scale  resulting from the decrease in product  revenue and the
bad debt provisions.

     Cost of Service:  Cost of service  decreased  35% to $12.4  million for the
year ended April 30, 2000, from $19.1 million for the year ended April 30, 1999,
primarily  as a result of a decrease in the number of employees  resulting  from
the Company's  restructuring  in the fourth  quarter of fiscal year 1999 and the
sale of Why Interactive in May 1999. The service margin increased to 70% for the
year ended April 30, 2000, from 60% for the year ended April 30, 1999, primarily
as  a  result  of  the  increased   maintenance  and  support   revenue,   which
traditionally has higher margins than other services.

     Costs of Product and Service: Costs of product and service decreased 13% to
$24.4 million for the year ended April 30, 2000, from $28.2 million for the year
ended April 30, 1999.  Product and service margin  decreased to 74% for the year
ended April 30, 2000, from 75% for the year ended April 30, 1999.

     Sales and Marketing:  Sales and marketing  expenses  decreased 15% to $45.1
million for the year ended April 30, 2000 from $53.3  million for the year ended
April 30,  1999,  primarily as a result of a decrease in the number of employees
resulting from the Company's  restructuring in the fourth quarter of fiscal year
1999.  The Company  expects to expand its direct and indirect sales force during
fiscal  year  2001.  As a  percentage  of total  revenues,  sales and  marketing
increased to 48% for the year ended April 30, 2000,  from 47% for the year ended
April 30, 1999.

                                       26
<PAGE>

     General and Administrative:  General and administrative  expenses increased
13% to $12.2  million for the year ended April 30, 2000,  from $10.7 million for
the year ended April 30,  1999,  primarily  due to  approximately  $2.3  million
relating  to the  write-off  of an  investment  and  the  departure  of  certain
executives.  As a  percentage  of total  revenues,  general  and  administrative
expenses  increased  to 13% for the year ended April 30,  2000,  from 9% for the
year ended April 30, 1999.  Excluding these charges,  general and administrative
expenses  decreased 8% to $9.9  million for the year ended April 30, 2000.  As a
percentage of total revenues,  general and administrative expense (excluding the
write-off  and  departure  charges)  was 10% for the year ended April 30,  2000,
compared to 9% for the year ended April 30, 1999.

     Research  and  Development:  Research  and  development  expenses  remained
constant  at $15.4  million  for both the years  ended  April 30, 2000 and 1999.
During both the years  ended April 30,  2000,  and April 30,  1999,  the Company
capitalized  approximately $3.6 million of software development costs.  Research
and  development  expense was 29% and 23% of product revenue for the years ended
April 30, 2000 and 1999, respectively.

     Depreciation and Amortization:  Depreciation and amortization decreased 11%
to $10.3  million for the year ended April 30, 2000,  from $11.6 million for the
year ended April 30,  1999,  primarily  as a result of the write down of certain
intangible assets in the fourth quarter of fiscal year 1999.

     Restructuring:  During the year  ended  April 30,  2000,  the  Company  was
successful in reducing its total expected  liability under facilities leases and
severance arrangements by approximately $1.1 million.

     Gain on Sale of Assets: In May, 1999 the Company sold all of the Common and
Preferred shares of its multimedia subsidiary, Why Interactive, to a third party
for $6.4 million in cash, debt and convertible  debt. This resulted in a gain of
$1.8  million.  As at April 30, 2000,  the Company had received all amounts owed
from the third party.

    Operating Income (Loss): Operating loss was $10.2 million for the year ended
April 30, 2000, compared to $35.5 million for the year ended April 30, 1999.

     Investment and Other Income (Expense): Investment and other income was $3.2
million for the year ended April 30, 2000, compared to $3.8 million for the year
ended April 30, 1999, primarily due to a decrease in interest income offset by a
gain of $1.5 million from the sale of securities.

     Provision  for Income Taxes:  The Company  recorded a provision for current
income taxes of $1.1  million for the year ended April 30,  2000,  compared to a
provision  for current  income  taxes of $2.1 million and a recovery of deferred
income tax of $4.6 million for the year ended April 30, 1999.

Liquidity and Capital Resources

     As at April 30, 2001, and April 30, 2000, the Company had $41.4 million and
$42.1 million of cash and cash equivalents  respectively.  During the year ended
April  30,  2001,  the  Company's  cash  and  cash   equivalents   decreased  by
approximately  $666,000 primarily due to the purchase of fixed and other assets,
an increase in accounts  receivable and a decrease in accounts payable offset by
the proceeds received from the issuance of Common Shares.

Operations

     The Company increased its investment in the non-cash  operating  components
of working capital during the year ended April 30, 2001, by  approximately  $8.4
million,  primarily due to an increase in accounts  receivable and a decrease in
accounts payable offset by an increase in accrued liabilities.

                                       27
<PAGE>
     The Company  purchased  approximately  $5.2  million of fixed assets in the
year  ended  April 30,  2001  including  computer  hardware,  office  equipment,
furniture and leasehold improvements.  During the year ended April 30, 2001, the
Company  invested  $9.1 million in other assets  related  primarily to purchased
software and capitalized software costs of $2.6 million.

     During  the year  ended  April 30,  2001,  the  Company  generated  cash of
approximately  $23.7 million  relating to the Company's  share  offering,  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  increased  $5.6
million to $32.5 million at April 30, 2001 from $26.9 million at April 30, 2000,
primarily due to the increase in revenue offset by the Company's continued focus
on collections. Accounts receivable excluding term accounts receivable increased
to $28.5 million at April 30, 2001,  from $21.4 million at April 30, 2000.  Term
accounts receivable, which are accounts receivable with contracted payment dates
exceeding the Company's customary trade terms, decreased by $1.5 million to $4.0
million for the year ended April 30,  2001,  from $5.5 million on April 30, 2000
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.

Acquisitions

     During the year ended April 30, 2001 the Company  acquired  certain  assets
and liabilities of Joey  Technologies  Inc.  ("Joey") and Pummill Business Forms
Inc. ("Pummill").  The purchase price for Joey was $1.2 million paid through the
issuance of 100,000 common shares,  and the  forgiveness and assumption of debt.
The purchase  price of the Pummill assets was $272,000 and was satisfied in cash
and by the issuance of a note payable which was paid by April 30, 2001.

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.


                                       28
<PAGE>


     The following  table  summarizes  the activity in the  restructuring  costs
during the years ended April 30, 1999, April 30, 2000 and April 30, 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
                                          ============== =========== ========== =========== ============ ============

Long-term balance..................             $    --      $  394       $ 52        $446        $ --         $ 446
                                          ============== =========== ========== =========== ============ ============
</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.  During the year ended
April 30, 2001, the Company's  liability for bonuses and other  compensation  to
terminated employees was reduced by $122,000.

     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 year ended April 30, 2001,  the  Company's  liability for
vacant facilities was reduced by $567,000 through the successful  negotiation of
a sub lease agreement for the Company's United Kingdom  facility.  The Company's
long-term balance relates to the United Kingdom facility 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.

     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.

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 April 30, 2001,  and April 30, 2000, the  outstanding  balance of accounts
receivable  sold under these  agreements  was  approximately  US$3.6 million and
US$9.7 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.
During the years  ended  April 30, 2001 and April 30,  2000,  the  Company  sold
US$1.9 and US$7.4 million of its Accounts Receivable, respectively.

     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 May 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 April 30, 2001, the Company had drawn all of the $10 million
term loan  facility and fixed the interest  rate until July 17, 2001,  at 4.68%.
The Company had no borrowings  against its revolving  line of credit as at April
30, 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.

                                       29

<PAGE>

     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 April 30, 2001, the Company had no outstanding  foreign exchange financial
instruments.


Recent Accounting Pronouncements

     In June 1998, the Financial  Accounting Standards Board ("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 would have 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.

     On March 31,  2000,  FASB  issued  Interpretation  No. 44,  Accounting  for
Certain  Transactions  involving Stock  Compensation - an  interpretation of APB
Opinion  No.  25 (FIN  44),  providing  new  accounting  rules  for  stock-based
Compensation  under APB Opinion No. 25, Accounting for Stock Issued to Employees
(APB 25). FIN 44 does not change FASB  Statement No. 123,  Accounting  for Stock
based  compensation  (FAS 123). The new rules are significant and will result in
compensation  expense in  several  situations  in which no expense is  typically
recorded under current practice,  including option repricing,  purchase business
combinations  and  plans  that  permit  tax  withholdings.  FIN 44 is  generally
effective  for  transactions  occurring  after  July 1,  2000,  but  applies  to
repricings and some other  transactions after December 15, 1998. The adoption of
this  Interpretation  did not have a material impact on the Company's results of
operations or financial position.

    In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements,
which was amended in March 2000 by SAB 101A and in June 2000 by SAB 101B. The
SAB summarizes certain of the SEC staff views in applying generally accepted
accounting principles to revenue recognition in financial statements. This SAB
is effective beginning the Company's fourth quarter of fiscal 2001. The adoption
of SAB 101 did not have a material impact on its results of operations or
financial position.

    In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Assets and Extinguishments of Liabilities" ("SFAS 140"). This
statement replaces FASB Statement No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS 125").
It revises the standards for accounting for securitizations and other transfers
of financial assets and collateral and requires certain disclosures, but it
carries over most of SFAS 125's provisions without reconsideration. SFAS 140 is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001 which is during the Company's fourth
quarter of fiscal 2001. The adoption of SFAS 140 did not have a material impact
on its results of operations or financial position.

                                       30

<PAGE>
Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     The  Company  is  primarily   exposed  to  market  risks   associated  with
fluctuations in interest rates and foreign currency exchange rates.

Interest rate risks

     The Company's  exposure to interest rate fluctuations  relates primarily to
its  investment  portfolio and its credit  facility  with its bank.  The Company
primarily invests its cash in short-term  high-quality securities with reputable
financial institutions. The interest income from these investments is subject to
interest rate fluctuations  which management  believes would not have a material
impact on the financial position of the Company.

     The impact on net interest  income of a 100 basis point  adverse  change in
interest  rates for the fiscal  year ended  April 30,  2001 would have been less
than $100,000.

Foreign Currency Risk

     The  Company  has net  monetary  asset and  liability  balances  in foreign
currencies  other than the Canadian  Dollar,  including the U.S. Dollar ("US$"),
the Pound Sterling  ("GBP"),  the Australian  dollar ("AUD"),  the Swedish Krona
("SEK"),  the German Mark  ("DEM"),  the French  Franc  ("FRF"),  the Irish Punt
("IEP"), the Euro ("EUR"), and the Japanese Yen ("JPY").


     The Company's cash and cash  equivalents are primarily held in Canadian and
U.S. dollars. As a result,  fluctuations in the exchange rate of the U.S. dollar
will have an impact on the  Company's  reported cash  position.  As at April 30,
2001,  a 10%  adverse  change in  foreign  exchange  rates  would not have had a
material impact on the Company's reported cash and cash equivalents balance.


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                      Page
         Management's Statement of Responsibility                      32
         Auditors' Report                                              33
         Consolidated Balance Sheets                                   34
         Consolidated Statements of Operations                         35
         Consolidated Statements of Comprehensive Income               36
         Consolidated Statements of Shareholders' Equity               37
         Consolidated Statements of Cash Flows                         38
         Notes to Consolidated Financial Statements                    40

                                       31

<PAGE>
                    MANAGEMENT'S STATEMENT OF RESPONSIBILITY


     Management is responsible for the  preparation of the financial  statements
and all other  information in the Form 10-K filing with the U.S.  Securities and
Exchange  Commission.  The financial statements have been prepared in accordance
with generally  accepted  accounting  principles and reflect  management's  best
estimates and judgments.  The financial  information  presented elsewhere in the
annual report is consistent with the consolidated financial statements.

     Management  has developed  and  maintains a system of internal  controls to
provide  reasonable  assurance that all assets are safeguarded and to facilitate
the  preparation  of  relevant,   reliable  and  timely  financial  information.
Consistent with the concept of reasonable assurance, the Company recognizes that
the relative cost of maintaining these controls should not exceed their expected
benefits.

     The Audit Committee,  which is comprised of independent directors,  reviews
the  consolidated  financial  statements,  considers  the report of the external
auditor,   assesses  the  adequacy  of  the  Company's  internal  controls,  and
recommends to the Board of Directors the independent auditors for appointment by
the shareholders.  The financial statements were reviewed by the Audit Committee
and approved by the Board of Directors.

     The financial  statements were audited by  PricewaterhouseCoopers  LLP, the
external  auditors,  in accordance with generally accepted auditing standards on
behalf of the shareholders.


/s/ A. Kevin Francis                      /s/ Jeffrey McMullen
----------------------------------------- -------------------------------------
----------------------------------------- -------------------------------------

A. Kevin Francis                          Jeffrey McMullen
President and Chief Executive Officer     Senior Vice President Finance and
                                          Chief Financial Officer

                                       32
<PAGE>


                    [LETTERHEAD OF PRICEWATERHOUSE COOPERS]


                                                     PricewaterhouseCoopers LLP
                                                     Chartered Accountants
                                                     99 Bank Street
                                                     Suite 800
                                                     Ottawa Ontario
                                                     Canada K1P 1E4
                                                     Telephone +1 (613) 237 3702
                                                     Facsimile +1 (613) 237 3963


AUDITORS' REPORT

TO THE SHAREHOLDERS OF JETFORM CORPORATION

We have audited the consolidated balance sheets of JetForm Corporation as of
April 30, 2001 and 2000 and the consolidated statements of operations,
comprehensive loss, shareholders' equity and cash flows for the years ended
April 30, 2001, 2000, and 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial  position of the Company as of April 30, 2001
and 2000 and the  results  of its  operations  and its cash  flows for the years
ended April 30, 2001,  2000 and 1999 in accordance  with  accounting  principles
generally accepted in the United States.

On June 19, 2001, we reported separately to the shareholders of JetForm
Corporation on the consolidated financial statements for the same period,
prepared in accordance with accounting principles generally accepted in Canada.



/s/PricewaterhouseCoopersLLP

Chartered Accountants
Ottawa, Canada
June 19, 2001


PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP
and other members of the worldwide PricewaterhouseCoopers organization.

                                       33


<PAGE>


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

<TABLE>
<CAPTION>
                                                               April 30,            April 30,
                                                                 2001                 2000
                                                             --------------        ------------
                                            ASSETS
Current assets
 <S>                                                               <C>                 <C>
  Cash and cash equivalents..............................          $41,426             $42,092
  Accounts receivable (Note 2)...........................           28,488              21,416
  Term accounts receivable (Note 2)......................            3,962               5,224
  Unbilled receivables...................................            2,399               4,492
  Inventory..............................................              869               1,084
  Prepaid expenses ......................................            3,684               2,956
                                                              -------------        ------------
                                                                    80,828              77,264
  Term accounts receivable (Note 2)......................                -                 242
  Deferred income tax assets (Note 9) ...................                -               5,604
  Fixed assets (Note 3)..................................           12,722              12,524
  Other assets (Note 4)..................................           21,126              25,702
                                                              -------------        ------------
                                                                 $ 114,676           $ 121,336
                                                              =============        ============

                             LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable.......................................           $4,039              $7,423
  Accrued liabilities (Note 15)..........................           11,911              10,685
  Unearned revenue.......................................           15,788              15,588
  Term loan (Note 6).....................................                -              10,000
  Obligations under capital lease (Note 14)..............              919                   -
                                                             --------------        ------------
                                                                    32,657              43,696
  Accrued liabilities (Note 15)..........................              446               1,338
  Term loan (Note 6).....................................           10,000                   -
  Obligations under capital lease (Note 14)..............            1,011                   -
                                                             --------------        ------------
                                                                    44,114              45,034
                                                             --------------        ------------
Commitments (Note 10)....................................

Shareholders' equity
  Capital stock (Issued and outstanding-- 24,831,527
  Common Shares at April 30, 2001; 19,592,314
  Common  Shares, 450,448 Preference Shares at April  30,
  2000) (Note 7) ........................................         272,587             248,210
  Cumulative translation adjustment......................          (4,206)             (2,670)
  Deficit................................................        (197,819)           (169,238)
                                                             --------------        ------------
                                                                    70,562              76,302
                                                             --------------        ------------
                                                                  $114,676            $121,336
                                                             ==============        ============
</TABLE>

  (the accompanying notes are an integral part of these consolidated financial
statements)

Signed on behalf of the Board:

/s/ A. Kevin Francis                         /s/ Abraham Ostrovsky
------------------------------------         ----------------------------------
------------------------------------         ----------------------------------
A. Kevin Francis                             Abraham Ostrovsky
President and Chief Executive Officer        Chairman, Board of Directors

                                       34
<PAGE>

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


<TABLE>
<CAPTION>
                                                                        Year ended April 30,
                                                           ------------------------------------------------
                                                               2001              2000             1999
                                                           -------------     -------------    -------------
       <S>                                                     <C>               <C>              <C>
       Revenues
         Product................................               $ 61,038          $ 52,583         $ 66,662
         Service................................                 39,601            41,734           47,550
                                                           -------------     -------------    -------------
                                                                100,639            94,317          114,212
                                                           -------------     -------------    -------------
       Costs and expenses
         Cost of product........................                 15,911            12,053            9,164
         Cost of service........................                 12,270            12,373           19,058
         Sales and marketing....................                 55,043            45,097           53,315
         General and administrative.............                 12,375            12,168           10,722
         Research and development (Note 5)......                 17,535            15,423           15,384
         Depreciation and amortization..........                 10,928            10,300           11,568
         Restructuring (Note 15)................                  (689)           (1,106)           30,503
         Gain on sale of assets.................                     --           (1,813)               --
                                                           -------------     -------------    -------------
                                                                123,373           104,495          149,714
                                                           -------------     -------------    -------------
       Operating loss                                          (22,734)          (10,178)         (35,502)
         Net investment income (Note 12)........                    834             2,868            3,826
         Other income (expense).................                   (40)               295             (11)
                                                           -------------     -------------    -------------
       Loss before taxes                                       (21,940)           (7,015)         (31,687)

       Income tax
         Current (Note 9)........................                (1,037)           (1,086)          (2,073)
         Deferred (Note 9).......................                (5,604)                --            4,625
                                                           -------------     -------------    -------------
       Net loss                                              $ (28,581)         $ (8,101)       $ (29,135)
                                                           =============     =============    =============
       Basic loss per share (Note 8)
       Net loss per share.......................               $ (1.26)          $ (0.41)         $ (1.47)
       Weighted average number of shares........             22,616,021        19,915,893       19,826,057
       Fully diluted loss per share (Note 8)
       Net loss per share.......................               $ (1.26)          $ (0.41)         $ (1.47)
       Weighted average number of shares........             22,616,021        19,915,893       19,826,057

</TABLE>

                (the accompanying notes are an integral part of
                    these consolidated financial statements)

                                       35

<PAGE>

                               JETFORM CORPORATION
                  CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                       (in thousands of Canadian dollars)

<TABLE>
<CAPTION>

                                                                         Year ended April 30,
                                                           -------------------------------------------------

                                                               2001              2000             1999
                                                           -------------     -------------    --------------

       <S>                                                    <C>                <C>              <C>
       Net loss.....................................          $(28,581)          $(8,101)         $(29,135)
       Other comprehensive loss (net of tax of nil).
          Cumulative translation adjustment                     (1,536)           (1,618)           (1,052)
                                                           -------------     -------------    --------------
       Comprehensive loss...........................          $(30,117)          $(9,719)         $(30,187)
                                                           =============     =============    ==============
</TABLE>


                  (the accompanying notes are an integral part
                  of these consolidated financial statements)

                                       36
<PAGE>

                               JETFORM CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
             (in thousands of Canadian dollars except share amounts)


                                               Number issued and outstanding
                                      ------------------------------------------
                                        Common          Special       Preference
                                        Stock          Warrants         Stock
                                      --------------   -------------- ----------

Balance as at April 30, 1998             17,028,141        2,200,000    450,448
Issuance of Common Shares:
  Pursuant to acquisitions..........          6,918               --         --
  Share purchase plan...............         20,768               --         --
  Exercise of stock options.........        165,601               --         --
  Conversions of Special Warrants         2,200,000       (2,200,000)        --
Cumulative translation
   adjustment.......................             --               --         --
Net loss for the year...............             --               --         --
                                      --------------  -------------- ----------
x

Balance as at April 30, 1999             19,421,428               --    450,448
Issuance of Common Shares:
  Pursuant to acquisitions..........          6,918               --         --
  Share purchase plan...............         49,141               --         --
  Exercise of stock options.........        114,827               --         --
Cumulative translation
   adjustment.......................             --               --         --
Net loss for the year...............             --               --         --
                                       -------------   -------------- ----------

Balance as at April 30, 2000             19,592,314               --    450,448

Issuance of Common Shares:
  Public offering...................      4,600,000               --         --
  Conversions.......................        450,448               --  (450,448)
  Pursuant to acquisitions..........        106,915               --         --
  Share purchase plan...............         67,520               --         --
  Exercise of stock options.........         14,330               --         --
  Shareholder loan (Note 7)......                --
Cumulative translation
   adjustment.......................             --               --         --

Net loss for the year...............             --               --         --
                                    ----------------   -------------- ----------

Balance as at April 30, 2001             24,831,527               --         --
                                    ================   ============== ==========

<TABLE>
<CAPTION>
                                                                               Stated Value
                                        ------------------------------------------------------------------------------------------
                                                                                Total     Cumulative     Deficit          Total
                                           Common       Special  Preference    Capital    Translation                  Shareholders'
                                           Stock        Warrants   Stock        Stock     Adjustment                     Equity
                                        ------------  ----------- ---------  ----------  -----------  --------------  -----------

<S>                                       <C>           <C>        <C>       <C>          <C>           <C>             <C>
Balance as at April 30, 1998              $ 175,562     $ 63,650   $ 4,939   $ 244,151           --     $ (132,002)     $112,149
Issuance of Common Shares:
  Pursuant to acquisitions..........            242           --        --         242           --              --          242
  Share purchase plan...............            375           --        --         375           --              --          375
  Exercise of stock options.........          2,259           --        --       2,259           --              --        2,259
  Conversions of Special Warrants            63,742     (63,650)        --          92           --              --           92
Cumulative translation
   adjustment.......................             --           --        --          --      (1,052)              --      (1,052)
Net loss for the year...............             --           --        --          --           --        (29,135)     (29,135)
                                        ------------  ----------- ---------  ----------  ---------------------------  -----------


Balance as at April 30, 1999                242,180           --     4,939     247,119      (1,052)       (161,137)       84,930
Issuance of Common Shares:
  Pursuant to acquisitions..........             44           --        --          44           --              --           44
  Share purchase plan...............            282           --        --         282           --              --          282
  Exercise of stock options.........            765           --        --         765           --              --          765
Cumulative translation
   adjustment.......................             --           --        --          --      (1,618)              --      (1,618)
Net loss for the year...............             --           --        --          --           --         (8,101)      (8,101)
                                        ------------  ----------- ---------  ----------  -----------  --------------  -----------

Balance as at April 30, 2000                243,271           --     4,939     248,210      (2,670)       (169,238)       76,302

Issuance of Common Shares:
  Public offering...................         23,513           --        --      23,513           --              --       23,513
  Conversions.......................          4,939           --   (4,939)          --           --              --           --
  Pursuant to acquisitions..........            591           --        --         591           --              --          591
  Share purchase plan...............            346           --        --         346           --              --          346
  Exercise of stock options.........             81           --        --          81           --              --           81
  Shareholder loan (Note 7)........            (154)                              (154)                                     (154)
Cumulative translation
   adjustment.......................             --           --        --          --       (1,536)             --       (1,536)

Net loss for the year...............             --           --        --          --           --        (28,581)      (28,581)
                                        ------------  ----------- ---------  ----------  -----------  --------------  -----------

Balance as at April 30, 2001              $ 272,587           --        --   $ 272,587    $ (4,206)     $ (197,819)     $ 70,562
                                        ============  =========== =========  ==========  ===========  ==============  ===========

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

                                       37
<PAGE>

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


<TABLE>
<CAPTION>
                                                                     Year ended April 30,
                                                    -----------------------------------------------------
                                                          2001                2000                1999
                                                    --------------     ---------------          ---------

<S>                                                    <C>                  <C>                 <C>
Cash provided from (used in):
Operating activities
Net loss................................               $(28,581)            $(8,101)            $(29,135)
Items not involving cash:
  Depreciation and amortization.........                  22,238             13,941               14,838
  Deferred income taxes.................                   5,604                 --               (4,615)
  Other non-cash items..................                     742               (246)              (3,368)
  Gain on sale of assets................                      --             (1,813)                  --
  Gain on sale of securities............                      --             (1,497)                  --
  Restructuring (Note 15) ..............                    (689)            (1,106)               21,611
Net change in operating components
  of working capital (Note 11)..........                  (8,387)            17,083                8,055
                                                      -----------      -------------            ----------
                                                          (9,073)            18,261                7,386
                                                      -----------      -------------            ----------
Investing activities
Proceeds from sale of assets.............                     --              5,000                   --
Proceeds from sale of securities.........                     --              2,854                   --
Purchase of fixed assets.................                 (5,151)            (3,012)              (7,233)
Purchases of other assets................                 (9,065)            (5,752)              (7,219)
Acquisition of business (Note 16) .......                   (272)                --                   --
                                                      -----------      -------------            ----------
                                                         (14,488)               (910)             (14,452)
                                                      -----------      -------------            ----------
Financing activities
Proceeds from issuance of shares......                    23,707               1,091                2,968
Issuance of debt..........................                    --                  --                9,998
Capital lease repayments................                     (51)                 --                  --
Repayment of debt......................                     (397)            (22,560)             (50,845)
                                                      -----------      -------------            ----------
                                                           23,259            (21,469)             (37,879)
                                                      -----------      -------------            ----------

Effect of exchange rate changes on cash                     (364)             (1,052)                 603
                                                      -----------      -------------            ----------

Decrease in cash and cash
  equivalents...........................                    (666)             (5,170)             (44,342)
Cash and cash equivalents, beginning
  of year...............................                  42,092              47,262               91,604
                                                      -----------      -------------            ----------
Cash and cash equivalents, end of
  year..................................                 $41,426             $42,092              $47,262
                                                      ===========      =============            ===========
</TABLE>

             (the accompanying notes are an integral part of these
                       consolidated financial statements)

                                       38

<PAGE>

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


Supplemental disclosures of cash flow information:

<TABLE>
<CAPTION>
                                                                         Year ended April 30,
                                                          ---------------------------------------------------
                                                                 2001               2000                1999
                                                          ------------      -------------       -------------
<S>                                                            <C>                <C>                <C>
     Cash paid during the year for:
         Interest..................................            $1,714             $2,191             $ 2,190
         Income taxes..............................               992                988                 935
                                                          ------------      -------------       -------------

                                                                2,706              3,179               3,125
                                                          ------------      -------------       -------------


     Non cash investing and financing activities:
         Capital lease obligation incurred: (Note 14)          $1,981                 --                  --

     Non cash investing activities as a result of
     acquisitions: (Note 16)
         Fair value of assets acquired.............            $1,346                 --                  --
         Cash paid for acquisitions................               272                 --                  --
         Equity issued for acquisitions............               555                 --                  --

           Liabilities assumed.....................             $ 682               $ --                $ --
</TABLE>

                                       39

<PAGE>
                               JETFORM CORPORATION
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES

  (a) 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.

  (b) Nature of operations

     The  Company  develops  Web  based  software   solutions  that  extend  and
accelerate core business processes. The Company's process integration,  document
presentment  and  data  caputure  technologies  provide  organizations  with the
capability to adopt e-business  models.  These solutions are complemented by the
Company's professional services team, which facilitates product  implementation,
and its customer services team, which provides ongoing training and support.

     The  Company  sells  its  products  and  services  internationally  through
multiple  channels,   which  include  direct  sales  to  end  users,   strategic
partnerships  with  system   integrators,   solution   partners,   international
distributors and original equipment manufacturers.

  (c) Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  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 dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting periods. Actual results could differ from those estimates.

  (d) Revenue recognition

     The Company  recognizes  revenue in accordance  with  Statement of Position
("SOP") 97-2,  "Software Revenue  Recognition," issued by the American Institute
of Certified  Public  Accountants  ("AICPA"),  SOP 98-9,  "Modification of 97-2,
Software Recognition with Respect to Certain  Transactions" and Staff Accounting
Bulletin (SAB) No. 101 "Revenue Recognition in Financial Statements",  issued by
the Securities and Exchange Commission (SEC).

     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.  Revenues from irrevocable
commitments  to purchase  products  with payment  terms  exceeding the Company's
customary  trade  terms  are  recorded  at the  amount  receivable  less  deemed
interest.  The Company  amortizes the  difference  between the face value of the
receivable and the discounted amount over the term of the receivable and records
the discount as interest income.

     Revenue  from  software   product   licenses   which  include   significant
customization  and revenue from  services  are  recognized  on a  percentage  of
completion  basis,  whereby revenue is recorded,  based on labor input hours, at
the

                                       40

<PAGE>

estimated  realizable  value of work  completed  to date.  Estimated  losses  on
contracts  are  recognized  when  they  become  probable.  Unbilled  receivables
represent consulting work performed under contract and not yet billed.

     Revenue from maintenance  agreements is recognized ratably over the term of
the agreement.  Unearned revenue represents payments received from customers for
services not yet performed.

  (e) Advertising costs

     Advertising  costs are expensed as incurred.  Advertising  expense was $1.2
million for the year ended April 30, 2001, $2.3 million for the year ended April
30, 2000 and $1.5 million for the year ended April 30, 1999.

  (f) Income Taxes

     The Company  accounts for income taxes under the asset and liability method
that requires the  recognition  of deferred tax assets and  liabilities  for the
expected future tax consequences of temporary  differences  between the carrying
amounts  and tax  basis of  assets  and  liabilities.  The  Company  provides  a
valuation  allowance  on net deferred tax assets when it is more likely than not
that such assets will not be realized.

  (g) Investment tax credits

     Investment tax credits, which are earned as a result of qualifying research
and development expenditures,  are recognized when the expenditures are made and
their  realization  is more likely than not, and are applied to reduce  research
and development expense in the year.

  (h) Fixed assets

     Fixed  assets are  recorded at cost.

     Depreciation is calculated using the following rates and bases:

     Computer equipment.............  30% declining balance and straight line
                                      over 2 to 4 years
     Furniture and fixtures.........  20% declining balance
     Leasehold improvements.........  Straight-line over the term of the lease

     The carrying value of fixed assets is periodically  reviewed by management,
and impairment  losses, if any, are recognized when the expected  non-discounted
future  operating  cash  flows  derived  from the  fixed  asset is less than the
carrying value of such asset. In the event of an impairment in fixed assets, the
discounted  cash flows method is used to arrive at the  estimated  fair value of
such asset.

  (i) Goodwill and other intangibles

     Goodwill, which represents the purchase price paid for an acquired business
in excess of the fair values assigned to identifiable  assets, is amortized on a
straight-line basis over its expected useful life. In general, goodwill has been
expected  to have a  useful  life of three to  seven  years.

     Computer software purchased by the Company is recorded as other assets when
acquired.  Costs for internal use software that are incurred in the  preliminary
project  stage and in the post  implementation/operation  stage are  expensed as
incurred.  Costs incurred during the application  development  stage,  including
appropriate  website  development  costs, are capitalized and amortized over the
estimated useful life of the software.

                                       41

<PAGE>


    Amortization is calculated using the following rates and bases.
<TABLE>
<CAPTION>

       <S>                                               <C>
       Delrina technology........................        Straight-line over 3 to 5 years
       Software..................................        30% declining balance
       Software licenses and purchased rights to
         improve, market and/or distribute
         products................................        Straight-line over the lesser of the lives
                                                         of the license or right and 15 years
       Trademarks, trade names, workforce and other
       assets....................................        Straight-line or declining balance over
                                                         the useful lives of the assets which range
                                                         from 3 to 15 years
</TABLE>

     The carrying value of goodwill is periodically reviewed by management,  and
impairment  losses,  if any, are  recognized  when the  expected  non-discounted
future operating cash flows derived from the related business  acquired are less
than the  carrying  value of such  goodwill.  In the event of an  impairment  in
goodwill,  the  discounted  cash flows method is used to arrive at the estimated
fair value of such goodwill.


  (j) Capitalized software costs

     Costs related to the  development of  proprietary  software are expensed as
incurred unless the costs relate to technically  feasible and complete  products
and can reasonably be regarded as assured of recovery through future revenues in
which case the costs are deferred and amortized. Annual amortization is computed
using the greater of (i) the ratio of the product's  current  gross  revenues to
the total of current  and  expected  gross  revenues  or (ii) the  straight-line
method computed by dividing the remaining  un-amortized  capitalized cost by the
estimated remaining economic life of the product, not to exceed three years.

  (k) Foreign currency translation and foreign currency transactions

     The financial  statements of the parent company and its  subsidiaries  have
been translated into Canadian  dollars in accordance with Statement of Financial
Accounting  Standards("SFAS")  No.  52,  "Foreign  Currency  Translation".   The
Company's  subsidiaries use their local currency as their  functional  currency.
All balance sheet amounts with the exception of  Shareholders'  Equity have been
translated  using the  exchange  rates in effect at year-end.  Income  statement
amounts have been translated  using the average  exchange rate for the year. The
gains and losses resulting from the translation of foreign  currency  statements
into the Canadian dollar are reported in comprehensive  income and as a separate
component of Shareholders' Equity.

     Gains or losses on foreign  currency  transactions are recognized in income
when incurred.

(l) Cash equivalents

     Cash  equivalents are defined as liquid  investments,  which have a term to
maturity at the time of purchase of less than ninety days.

(m) Stock based compensation

     The Company has elected to continue to follow  Accounting  Principles Board
Opinion No. 25,  "Accounting  for Stock Issued to Employees"  ("APB 25"), and to
present the pro forma  information  that is required by SFAS No. 123 "Accounting
for Stock Based Compensation" ("SFAS 123").

                                       42


<PAGE>
2.  ACCOUNTS RECEIVABLE

     Accounts  receivable  and term accounts  receivable are net of an allowance
for doubtful  accounts of $2.9  million at April 30,  2001,  and $2.4 million at
April 30, 2000.

     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"). The
Company uses a discount  rate equal to its net cost of borrowing at the time the
revenue is  recorded,  which  ranged  between  4.5% and 6.5% for the years ended
April 30, 2000 and 2001.  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 April 30,
2001, and April 30, 2000 was $4.0 million and $5.5 million, respectively.  Total
Term Accounts  Receivable with Minimum Payment Dates exceeding one year were nil
and $242,000 as at April 30, 2001 and April 30, 2000 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

<TABLE>
<CAPTION>
                                                      April 30, 2001
                                 -----------------------------------------------------

                                                     Accumulated           Net book
                                     Cost            depreciation           value
                                 -------------    -----------------    ---------------
                                             (in thousands of Canadian dollars)
<S>                                   <C>                  <C>                 <C>
    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
                                 =============    =================    ===============

</TABLE>
<TABLE>
<CAPTION>
                                                       April 30, 2000
                                 -----------------------------------------------------

                                                    Accumulated            Net book
                                 Cost               depreciation            value
                                 -------------    -----------------    ---------------
                                          (in thousands of Canadian dollars)
<S>                                   <C>                  <C>                 <C>
    Computer equipment......          $16,407              $10,852             $5,555
    Furniture and fixtures..            8,600                4,258              4,342
    Leasehold improvements..            4,053                1,426              2,627
                                 -------------    -----------------    ---------------
                                      $29,060              $16,536            $12,524
                                 =============    =================    ===============
</TABLE>


                                       43

<PAGE>


4.  OTHER ASSETS

<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>

                                       44

<PAGE>



<TABLE>
<CAPTION>
                                                             April 30, 2000
                                          -----------------------------------------------------
                                                              Accumulated          Net book
                                              Cost            amortization           value
                                          -------------      --------------     ---------------
                                                      (in thousands of Canadian dollars)
<S>                                            <C>                  <C>                 <C>
   Delrina technology, trademarks,
     trade  names and workforce..........      $16,081              $9,425              $6,656
   Software..............................        9,896               5,864               4,032
   Goodwill..............................        1,216                 512                 704
   Licenses, marketing and distribution
     rights...............................       6,857               2,632               4,225
   Capitalized software costs.............      14,724               7,905               6,819
   Other assets...........................       5,618               2,352               3,266
                                          -------------      --------------     ---------------
                                               $54,392             $28,690             $25,702
                                          =============      ==============     ===============
</TABLE>


5.  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 years
ended April 30, 2001, 2000 and 1999.


<TABLE>
<CAPTION>
                                                                        Year ended April 30,
                                                         ---------------------------------------------------
                                                             2001               2000                1999
                                                         -------------      --------------     -------------
                                                                 (in thousands of Canadian dollars)

<S>                                                          <C>                <C>               <C>
  Research and development costs........                     $ 20,105           $ 20,713          $ 20,559
  Investment tax credits................                           --             (1,690)           (1,575)
  Capitalized software costs............                      (2,570)             (3,600)           (3,600)
                                                         -------------      --------------     -------------
  Net research and development expense..                     $ 17,535            $ 15,423          $ 15,384
                                                         =============      ==============     =============

  Amortization and write-down of development costs
  charged to cost of product                                   $8,426              $3,121            $2,636
                                                         =============      ==============     =============
</TABLE>


6.  FINANCIAL INSTRUMENTS AND CREDIT FACILITIES


     For certain of the  Company's  financial  instruments,  including  accounts
receivable,  unbilled  receivables,  accounts  payable,  and short term  accrued
liabilities,  the carrying amount approximates the fair value due to their short
maturities.  The carrying amount of term accounts receivable,  after applying an
appropriate  discount  rate,  approximates  their  fair  value.  Cash  and  cash
equivalents,  term loan, and long term accrued  liabilities are carried at cost,
which approximates their fair value.

     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 April 30, 2001,  and April 30, 2000, the  outstanding  balance of accounts
receivable  sold under these  agreements  was  approximately  US$3.6 million and
US$9.7 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.
During the years  ended  April 30, 2001 and April 30,  2000,  the  Company  sold
US$1.9 and US$7.4 million of its Accounts Receivable, respectively.

     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  loan
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 May 1,  2002;  and (ii) a $10
million  revolving  line of credit which bears interest at the prime rate of the
Canadian Bank from time to time. As at April 30, 2001, the Company had drawn all
of the $10 million term loan facility and fixed the interest rate until July 17,
2001, at 4.68%.  The

                                       45

<PAGE>

effective  rate of interest on this term loan facility for the years ended April
30, 2001, 2000 and 1999, was approximately  5.35%, 6.51% and 6.24% respectively.
The Company had no borrowings  against its revolving  line of credit as at April
30,  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.

     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 April 30, 2001, the Company had no outstanding  foreign exchange financial
instruments.

7.  CAPITAL STOCK

     The authorized capital stock of the Company consists of an unlimited number
of Common Shares ("Common Shares") and 2,263,782  Convertible  Preference Shares
("Preference Shares").

     Holders of Common  Shares are  entitled  to one vote for each share held on
all  matters  submitted  to a vote of  shareholders  and do not have  cumulative
voting  rights.  Holders of Common  Shares are entitled to receive  ratably such
dividends,  if  any,  as may  be  declared  by the  Board  of  Directors  at its
discretion  from  funds  legally  available  therefor.   Upon  the  liquidation,
dissolution  or  winding up of the  Company  the  holders  of Common  Shares are
entitled to receive ratably, together with the Preference Shares, the net assets
of the  Company  available  after the  payment  of debts and other  liabilities.
Holders  of Common  Shares  have no  pre-emptive,  subscription,  redemption  or
conversion rights.

     Holders  of the  Preference  Shares  are not  entitled  to  receive a fixed
dividend  but are  entitled  to receive a dividend  as and when  declared by the
Board of Directors of the Company  equal to the dividend  declared on its Common
Shares. The holders of the Preference Shares are entitled to convert such shares
into fully paid and  non-assessable  Common Shares at a rate equal to one Common
Share  per   Preference   Share   held   (subject   to   adjustment   for  share
re-classification,  reorganizations  or for other changes).  In the event of the
liquidation,  dissolution  or  winding-up  of the  Company,  the  holders of the
Preference  Shares shall rank pari passu,  share for share,  with the holders of
the Common Shares.

    Issuance of Common Shares

     During the year ended April 30, 2001, the Company issued  4,600,000  Common
Shares at a price of $5.60 per Share.  The net proceeds from the offering  after
deducting  underwriting  discounts,  fees and expenses  were $23.5  million.  In
connection  with the  offering,  the  Company  also  issued  options to purchase
230,000  Common Shares to the  underwriters  at a price of $5.60 per share.  The
fair value of these options is approximately  $430,000.  The Company also issued
100,000 common shares having a stated value of $555,000 pursuant to the purchase
of certain  assets of Joey  Technologies  Inc.  Proceeds from the employee stock
purchase plan were approximately $346,000.

    Conversion of Preference Shares

     During the year ended April 30,  2001,  all of the  outstanding  Preference
Shares  (450,448)  were  converted  into an equal  number  of  Common  Shares in
accordance with the terms of the Preference Shares.

     Stock option plans

     On March 4, 1993,  the Company  adopted the 1993 Employee Stock Option Plan
(the "1993 Plan").  The 1993 Plan is administered by the Compensation  Committee
of the Board of  Directors  and  options  are not  granted at less than the fair
market  value of the  Common  Shares on the date of grant.  Options  outstanding
under the 1993 Plan remain in effect  pursuant to their terms.  Options  granted
under the 1993 Plan  generally have a term of five years and vest at the rate of
one-third of the shares covered on each of the first three  anniversary dates of

                                       46

<PAGE>

the date of grant.  Options granted under the 1993 Plan are not transferable and
are exercisable only by the optionee during the optionee's lifetime.

     The Company  established  the 1995 Stock Option Plan ("1995  Plan") on June
28,  1995,  to  replace  the 1993  Plan.  The 1995 Plan is  administered  by the
Compensation  Committee of the Board of Directors  and provides for the grant to
all eligible full-time employees,  directors,  officers and others of options to
purchase  Common  Shares at a price  based  upon the last  trading  price of the
Common  Shares on the NASDAQ  National  Market on the  trading  day  immediately
preceding the date of grant.  Pursuant to the 1995 Plan, the aggregate number of
Common Shares  available to be issued is  5,175,763,  of which 759,000 are still
available  for grant as at April 30, 2001.  Options  granted under the 1995 Plan
have a term of four, five or seven years and vest ratably during the first three
years following grant. Options also vest automatically on a change in control of
the Company. Options granted are non-transferable.

     Special Warrants

     During the year ended April 30, 1998, the Company issued 2,200,000  special
warrants  ("Special  Warrants") to Canadian investors at a price of US$21.25 per
Special Warrant. The net proceeds from the offering after deducting underwriting
discounts,  fees and expenses  were $63.7  million.  The Special  Warrants  were
deemed to have been exercised by the holders  thereof on June 26, 1998,  without
payment of  additional  consideration  on the basis of one Common Share for each
Special Warrant so held. On June 19, 1998, the Company filed a final  prospectus
with Canadian  securities  regulators  to register the  2,200,000  Common Shares
issuable on exercise of the  Special  Warrants.  The Company  does not intend to
register such Common Shares under the United States Securities Act of 1933.

    Employee stock purchase plan

     On September 11, 1997, the  Shareholders  of the Company  approved the 1997
Employee Stock  Purchase Plan (the "Stock  Purchase  Plan").  A total of 400,000
Common  Shares of the Company have been  reserved  for issuance  pursuant to the
Stock  Purchase Plan.  Shares may be purchased  under the Stock Purchase Plan by
employees through payroll deduction.  The purchase price of Common Shares issued
under the  Stock  Purchase  Plan is the  lower of 95% of the fair  market of the
Common Shares of the Company at the beginning of each six month offering  period
and 95% of the fair market value of the Common  Shares of the Company at the end
of each six month offering period.




Indebtedness of Directors and Officers

     During the year ended April 30, 2001, the Company issued an US$110,000 loan
to the Chief Executive  Officer as part of his employment  agreement to purchase
JetForm  shares.  The shares have been pledged as collateral  for the loan.  The
loan is forgiveable after three years of service to the Corporation.

                                       47

<PAGE>

    Stock option and warrant activity

    The following table presents the number of options and warrants outstanding
and exercisable, and the weighted average exercise price:


<TABLE>
<CAPTION>
                                                                                                      Weighted
                                                                                                      average
                                                                          Other                       exercise
                                                                          options                       price
                                                        Underwriters'      and                          in U.S.
                           1995 Plan   1993 Plan          options        warrants          Total       dollars
                           ---------   ---------      ------------      -----------     ----------    ---------

Number of outstanding
  options and warrants

<S>                        <C>          <C>           <C>                  <C>          <C>            <C>
Balance at April 30, 1998  2,976,141    407,133                --          161,216      3,544,490      $ 13.95
Grants...........          1,037,960     63,550                --               --      1,101,510         4.50
Cancellations and
 Forfeitures.....           (360,813)  (175,059)               --               --       (535,872)       12.49
Exercises........           ( 47,485)   (98,116)               --          (20,000)      (165,601)        9.38
                           ---------   ---------      ------------      ----------     ----------

Balance at April 30, 1999  3,605,803    197,508                --          141,216      3,944,527        11.71
Grants...........            775,112         --                --               --        775,112         6.00
Cancellations and
 Forfeitures.....           (725,759)   (99,259)               --               --       (825,018)       12.60
Exercises........           ( 38,910)   (75,917)               --               --       (114,827)        4.71
                           ---------  ---------      ------------      -----------     ----------

Balance at April 30, 2000  3,616,246     22,332                --          141,216      3,779,794        10.63
Grants...........          1,295,468         --           230,000               --      1,525,468         3.82
Cancellations and
 Forfeitures.....           (647,852)   (22,332)               --         (116,216)      (786,400)       11.86
 Exercises.......            (14,330)        --                --               --        (14,330)        3.81
                           ---------   ---------      ------------      -----------     ----------    ---------

Balance at April 30, 2001  4,249,532         --           230,000           25,000      4,504,532         8.13
                           =========   =========      ============      ===========     ==========


Weighted average
exercise
  price at  April 30,
1999,
  in U.S. dollars.....        $11.78      $ 6.93               N/A           $15.98         $11.71
                           =========   =========      ============      ===========     ==========

Weighted average
exercise
  price at  April 30,
2000,
  in U.S. dollars.....        $10.39     $ 13.15               N/A           $15.98         $10.63
                           =========   =========      ============      ===========     ==========

Weighted average
exercise
  price at  April 30,
2001,
  in U.S. dollars....         $ 8.31         N/A            $ 3.64           $15.98          $8.11
                           =========   =========      ============      ===========     ==========


Number of exercisable
  options and warrants
  April 30, 1999.....       1,397,776    180,759                --           25,000      1,719,751        14.44

  April 30, 2000.....       1,958,369     22,332                --           25,000      2,121,917        13.52

  April 30, 2001.....       2,465,199         --           230,000           25,000      2,720,199        10.50


Range of exercise prices
in
  U.S. dollars at April
  30, 2001
From.............            $ 2.00         N/A            $ 3.64          $ 15.25         $ 2.00
To...............           $ 22.00         N/A            $ 3.64          $ 18.88        $ 22.00

Range of expiry dates at
  April 30, 2001
From.............          June 2001        N/A          Oct 2002         Oct 2001      June 2001
To...............           Apr 2005        N/A          Oct 2002         Aug 2002       Apr 2005

</TABLE>

                                       48

<PAGE>

     The following table presents the exercise prices and average remaining life
of the outstanding options as at April 30, 2001.

<TABLE>
<CAPTION>

   ----------------------------------------------------------------------------------------------------------------
    Range of exercise prices                  Options Outstanding                        Options exercisable
   ---------------------------  -------------------------------------------------   -------------------------------
                                                   Weighted          Weighted                          Weighted
                                                    average          average                           average
      From            To           Number        exercise price   remaining life       Number       exercise price
   ------------   ------------  -------------    --------------   ---------------   -------------   ---------------
         (U.S. dollars)                          (U.S. dollars)       (Years)                        (U.S. dollars)


       <S>            <C>           <C>                <C>                   <C>        <C>                <C>
       $  2.00       $  3.813      1,672,768          $   3.50              2.58         773,615          $   3.73

         3.875          6.125      1,190,000              5.53              3.07         319,096              5.68

         13.00          13.50      1,115,096             13.28              1.60       1,111,764             13.29

         14.31          22.00        526,668             17.62              1.93         515,724             17.62
                                -------------                                       -------------
                                   4,504,532              8.13              2.39       2,720,199             10.50
                                =============                                       =============
</TABLE>


     Options  outstanding  at April 30, 2000, had a weighted  average  remaining
contractual life of approximately  2.85 years. The exercise price of all options
granted  during the years ended April 30,  2001,  2000 and 1999 was equal to the
fair market value of the underlying shares at the date of grant. No compensation
expense has been recorded in the Consolidated Statements of Operations for stock
based compensation.

Stock based compensation

     The  following  table  presents  net income and  earnings per share for the
periods   presented  on  a  pro  forma  basis  after  recording  the  pro  forma
compensation  expense  relating  to  stock  options  granted  to  employees,  in
accordance with SFAS 123:

<TABLE>
<CAPTION>
                                                               Year ended April 30,
                                                ------------------------------------------------
                                                     2001             2000             1999
                                                -------------    -------------    --------------
                                                    (in thousands of Canadian dollars except
                                                               per share amounts)

<S>                                               <C>               <C>                <C>
   Net loss reported........................      $ (28,581)        $ (8,101)          $(29,135)
   Pro forma compensation expense...........           (210)          (1,384)            (6,770)
                                                -------------    -------------    --------------
   Pro forma net loss.......................      $ (28,791)        $ (9,485)          $(35,905)
                                                =============    =============    ==============

   Pro forma basic loss per share...........        $ (1.27)        $  (0.48)          $  (1.81)
                                                =============    =============    ==============
   Pro forma fully diluted loss per share...        $ (1.27)        $  (0.48)          $  (1.81)
                                                =============    =============    ==============
</TABLE>

     SFAS 123 requires that pro forma  compensation  expense be recognized  over
the vesting period, based on the fair value of options granted to employees. The
pro forma  compensation  expense  presented  above has been estimated  using the
Black  Scholes  option  pricing  model.  Assumptions  used in the pricing  model
include:  (i) risk free  interest  rates for the  periods of  between  4.80% and
6.27%;  (ii) expected  volatility of 80% for the year ended April 30, 2001;  and
40% for the years ended April 30, 2000 and 1999;  (iii) expected  dividend yield
of nil;  and (iv) an  estimated  average  life of three to four years.  SFAS 123
requires that pro forma compensation  expense be reported for options granted in
fiscal  years  beginning  after  December  15,  1994,  which  in the case of the
Company,  was the year ended April 30, 1996. Since the  compensation  expense is
recognized over the vesting period, the pro forma compensation expense presented
above is not necessarily  indicative of the pro forma compensation  expense that
will be reported in future periods if the Company continues to grant options.





                                       49

<PAGE>
8.  EARNINGS PER SHARE

     The Common  Shares and  Preference  Shares  represent  equivalent  residual
interests and have been included in the  computation of weighted  average number
of shares outstanding for purposes of the earnings per share computation.

     The  reconciliation of the numerator and denominator for the calculation of
net income per share and diluted net income per share is as follows:

<TABLE>
<CAPTION>
                                                                              Year ended April 30,
                                                                ------------------------------------------------
                                                                      2001             2000            1999
                                                                ----------------- ---------------  --------------
                                                                 (in thousands of Canadian dollars except share
                                                                              and per share amount)
<S>                                                            <C>                <C>            <C>
Basic loss per share
  Net loss.................................................            $ (28,581)       $ (8,101)      $ (29,135)
                                                                ================= =============== ===============
  Weighted average number of shares outstanding............           22,616,021      19,915,893      19,826,057
                                                                ================= =============== ===============
  Net loss per share.......................................            $   (1.26)      $   (0.41)      $   (1.47)
                                                                ================= =============== ===============

Fully diluted loss per share
  Net loss.................................................            $ (28,581)       $ (8,101)      $ (29,135)
                                                                ================= =============== ===============
  Weighted average number of shares outstanding...........            22,616,021      19,915,893      19,826,057
  Dilutive effect of stock options *......................                    --              --              --
                                                                ----------------- --------------- ---------------
  Adjusted weighted average number of shares outstanding              22,616,021      19,915,893      19,826,057
                                                                ================= =============== ===============
  Net loss per share......................................             $   (1.26)      $   (0.41)      $   (1.47)
                                                                ================= =============== ===============
</TABLE>

     * All  options  and  warrants  outstanding  have  been  excluded  from  the
calculation  of  weighted  average  shares  outstanding  as the  effect of their
exercise  would be to reduce the  average  loss per share.  For the years  ended
April 30,  2001,  2000,  and 1999,  288,000,  923,000  and 1.2  million  options
respectively  had an exercise  price less than the average  market  price of the
Company's  common stock and  therefore  would have been dilutive had the Company
not incurred a loss in the years reported.


9.  INCOME TAXES

    The Company operates in several tax jurisdictions. Its income is subject to
varying rates of tax, and losses incurred in one jurisdiction cannot be used to
offset income taxes payable in another.

    The income (loss) before income taxes consisted of the following:

<TABLE>
<CAPTION>
                                                        Year ended April 30,
                                          -------------------------------------------------
                                              2001              2000               1999
                                          -------------     --------------      -----------
                                                 (in thousands of Canadian dollars)

<S>                                         <C>                 <C>             <C>
  Domestic income (loss) ............       $ (20,932)          $ (2,980)       $ (12,664)
  Foreign income (loss) .............          (1,008)            (4,035)         (19,023)
                                          -------------     --------------      -----------
  Income (loss) before income taxes         $ (21,940)          $ (7,015)       $ (31,687)
                                          =============     ==============      ===========
</TABLE>

    The provision (recovery) for income taxes consist of the following:

<TABLE>
<CAPTION>
                                                        Year ended April 30,
                                          -------------------------------------------------
                                              2001              2000               1999
                                          -------------     --------------      -----------
                                                 (in thousands of Canadian dollars)
  Domestic:
<S>                                             <C>                <C>              <C>
     Current income taxes............           $  303             $  375           $  771
     Deferred income taxes...........            5,740                 --              220
                                          -------------     --------------      -----------
                                               $ 6,043              $ 375           $  991
                                          -------------     --------------      -----------
  Foreign:
     Current income taxes............          $  734               $ 711          $ 1,302
     Deferred income taxes...........            (136)                 --           (4,845)
                                          -------------     --------------      -----------
                                               $  598               $ 711          $(3,543)
                                          -------------     --------------      -----------

  Provision for (recovery of) income           $6,641              $1,086          $(2,552)
  taxes                                   =============     ==============      ===========
</TABLE>

                                       50

<PAGE>

    A reconciliation of the combined Canadian federal and provincial income tax
rate with the Company's effective income tax rate is as follows:
<TABLE>
<CAPTION>

                                                        Year ended April 30,
                                           ------------------------------------------------
                                              2001              2000               1999
                                           ------------     --------------      -----------
                                                 (in thousands of Canadian dollars)

<S>                                            <C>                <C>              <C>
  Expected statutory rate (recovery).          (42.31%)           (44.52%)         (44.62%)
  Expected provision for (recovery of)
     income tax..........................     $ (9,283)          $ (3,130)       $ (14,134)
  Change in valuation allowance..........       15,518              3,393            6,884
  Effect of foreign tax rate
     differences.........................           65                711            2,816
  Non-taxable portion of capital gain               --              (372)               --
  Income tax rate changes................          344                573               --
  Provincial tax incentive...............           --              (426)               --
  Non-deductible restructuring charges              --                 --            1,372
  Other items  Share purchase plan......            (3)              337               510
                                           ------------     --------------      -----------
  Provision for income taxes............        $6,641             $1,086          $(2,552)
                                           ============     ==============      ===========
</TABLE>

    The primary temporary differences which gave rise to deferred taxes at April
30, 2001 and 2000 are:

                                                          Year ended April 30,
                                               -------------------------------
                                                   2001              2000
                                               -------------      ------------
                                                 (in thousands of Canadian
                                                          dollars)
 Deferred tax assets:
 Depreciation and amortization..............            $ 457             $--
 Scientific research and experimental
 development expenditures...................            8,432           6,762
 Net operating loss carryforwards...........           26,376          20,773
 Restructuring .............................               --           1,081
 In process research and development........           28,901          29,866
 Investment tax credits (net of liability)..            3,064           3,288
 Accrued severance and other................              834             524
                                               ---------------    ------------
 Total deferred tax asset                              68,064          62,294
 Less, valuation allowance..................          (68,064)        (52,546)
                                               ---------------    ------------
                                                           --           9,748
                                               ---------------    ------------
 Deferred tax liabilities:
 Depreciation and amortization..............               --         (4,075)
 Marketing and distribution rights..........               --            (69)
                                               ---------------    ------------
 Total deferred tax liabilities                            --         (4,144)
                                               ---------------    ------------

 Net deferred tax assets                                  $--         $5,604
                                               ===============    ============

     Included in the gross deferred tax assets represented by net operating loss
carryforwards  are  domestic  non-capital  federal loss  carryforwards  of $14.5
million which begin to expire in 2008 and domestic  non-capital  provincial loss
carryforwards of $128.5 million which expire between 2004 and 2008. In addition,
the domestic investment tax credits, recorded as a gross deferred tax asset (net
of liability) of $3.1 million expire between 2007 and 2010. Further, the Company
has additional  domestic investment tax credits with a net value of $1.7 million
(2000 - $400,000)  that have not been  recorded,  which begin to expire in 2010.
The benefit of these  additional  investment  tax  credits  would be credited to
scientific research and development expenses if and when realized.

    Unremitted earnings of foreign subsidiaries that are considered permanently
invested outside of Canada, and on which no deferred taxes have been provided,
aggregate approximately $3.2 million at April 30, 2001 (2000 - $2.0 million and
1999 - $1.2 million).

                                       51

<PAGE>

10. COMMITMENTS

    As at April 30, 2001, the Company was committed under certain operating
leases for rental of office premises and equipment as follows:

                                                       (in thousands of Canadian
                                                                dollars)

    Years ending April 30,    2002...................         $ 7,060
                              2003...................         $ 5,940
                              2004 ..................         $ 5,527
                              2005 ..................         $ 5,397
                              2006 and beyond........         $14,381

     Total rent  expense for the years ended April 30,  2001,  2000 and 1999 was
$5.6 million, $4.9 million and $5.9 million, respectively.


11.  NET CHANGE IN OPERATING COMPONENTS OF WORKING CAPITAL

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

<TABLE>
<CAPTION>

                                                         Year ended April 30,
                                            -----------------------------------------------
                                               2001              2000             1999
                                            ------------      ------------     ------------
                                                  (in thousands of Canadian dollars)
<S>                                             <C>              <C>              <C>
  Decrease (increase) in:
  Accounts receivable and term
    accounts receivable............             $(5,240)         $21,176          $ (6,658)
  Unbilled receivables.............               2,148           (1,124)            2,984
  Inventory........................                 215               55               (14)
  Prepaid expenses and deferred
    charges........................                (595)             715              (569)
  Other............................                (282)          (1,231)           (1,605)

  Increase (decrease) in:
  Accounts payable.................              (3,487)            (116)            3,759
  Accrued liabilities..............                (984)          (5,671)            6,449
  Unearned revenue.................                (162)           3,279             3,709
                                            ------------      ------------     ------------
                                                $(8,387)         $17,083            $8,055
                                            ============      ============     ============
</TABLE>


12.  NET INVESTMENT INCOME

    The net investment income is comprised of:

<TABLE>
<CAPTION>

                                                         Year ended April 30,
                                            -----------------------------------------------
                                               2001              2000             1999
                                            ------------      ------------     ------------
                                                  (in thousands of Canadian dollars)

<S>                                              <C>               <C>             <C>
  Interest income..................              $1,578            $2,853          $ 5,910
  Interest expense.................                (744)           (1,482)          (2,084)
  Gain on sale of securities.......                  --             1,497               --
                                            ------------      ------------     ------------
  Net investment income ...........                $834            $2,868          $ 3,826
                                            ============      ============     ============
</TABLE>

                                       52

<PAGE>


13.  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 accounting policies of the Company's operating segments are the same as
those  described  in Note 1.  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.

                                       53

<PAGE>

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

<TABLE>
<CAPTION>

                                                              Year ended April 30, 2001
                                                          (in thousands of Canadian dollars)
                                                 -----------------------------------------------------
                                                                               Customer
                                                  Product       Consulting      Support      Total
                                                 ------------- ------------- ------------ ------------
<S>                                                  <C>            <C>         <C>          <C>
          North America
          Revenue.......................              $31,183        $5,960      $19,374      $56,517
          Costs.........................               26,056         3,529        4,323       33,908
                                                 ------------- ------------- ------------ ------------
          Margin........................               $5,127        $2,431      $15,051      $22,609
                                                 ------------- ------------- ------------ ------------

          Europe
          Revenue.......................              $21,191        $5,210       $7,826      $34,227
          Costs.........................               13,983         2,478        1,940       18,401
                                                 ------------- ------------- ------------ ------------
          Margin........................               $7,208        $2,732       $5,886      $15,826
                                                 ------------- ------------- ------------ ------------

          Asia Pacific
          Revenue.......................               $8,664          $441         $790       $9,895
          Costs.........................                5,242             -            -        5,242
                                                 ------------- ------------- ------------ ------------
          Margin........................               $3,422          $441         $790       $4,653
                                                 ------------- ------------- ------------ ------------

          Total
          Revenue.......................              $61,038       $11,611      $27,990     $100,639
          Costs.........................               45,281         6,007        6,263       57,551
                                                 ------------- ------------- ------------ ------------
          Margin........................              $15,757        $5,604      $21,727      $43,088
                                                 ------------- ------------- ------------ ------------

          Cost of product...............                                                       15,911
          Corporate marketing...........                                                        9,762
          Research and development......                                                       17,535
          General and administration....                                                       12,375
          Depreciation and amortization                                                        10,928
          Gain on sale of asset.........                                                            -
          Restructuring.................                                                        (689)
                                                                                          ------------
                                                                                             $ 65,822
                                                                                          ------------
          Operating loss ...............                                                     (22,734)
          Net investment income.........                                                          794
                                                                                          ------------
          Loss before taxes.............                                                   $ (21,940)
          Current income taxes..........                                                      (1,037)
          Deferred income taxes.........                                                      (5,604)
                                                                                          ------------
          Net loss......................                                                   $ (28,581)
                                                                                          ============
</TABLE>

                                       54

<PAGE>


<TABLE>
<CAPTION>

                                                              Year ended April 30, 2000
                                                         (in thousands of Canadian dollars)
                                                 ----------------------------------------------------
                                                                               Customer
                                                  Product       Consulting      Support      Total
                                                 ------------- ------------- ------------ ------------
<S>                                                  <C>           <C>          <C>         <C>
          North America
          Revenue.......................             $ 30,294      $ 14,198     $ 17,270    $ 61,762
          Costs.........................               19,326         5,536        3,555      28,417
                                                 ------------- ------------- ------------ -----------
          Margin........................             $ 10,968       $ 8,662      $13,715    $ 33,345
                                                 ------------- ------------- ------------ -----------

          Europe
          Revenue.......................              $18,076       $ 3,498      $ 5,892    $ 27,466
          Costs.........................               11,787         1,415        1,691      14,893
                                                 ------------- ------------- ------------ -----------
          Margin........................               $6,289       $ 2,083      $ 4,201    $ 12,573
                                                 ------------- ------------- ------------ -----------

          Asia Pacific
          Revenue.......................              $ 4,213         $ 158        $ 718     $ 5,089
          Costs.........................                4,570             -          176       4,746
                                                 ------------- ------------- ------------ -----------
          Margin........................              $ (357)         $ 158        $ 542       $ 343
                                                 ------------- ------------- ------------ -----------

          Total
          Revenue.......................             $ 52,583      $ 17,854     $ 23,880    $ 94,317
          Costs.........................               35,683         6,951        5,422      48,056
                                                 ------------- ------------- ------------ -----------
          Margin........................             $ 16,900      $ 10,903     $ 18,458    $ 46,261
                                                 ------------- ------------- ------------ -----------

          Cost of product...............                                                      12,053
          Corporate marketing...........                                                       9,414
          Research and development......                                                      15,423
          General and administration....                                                      12,168
          Depreciation and amortization                                                       10,300
          Gain on sale of asset.........                                                     (1,813)
          Restructuring.................                                                     (1,106)
                                                                                          -----------
                                                                                            $ 56,439
                                                                                          -----------
          Operating loss ...............                                                    (10,178)
          Net investment income.........                                                       3,163
                                                                                          -----------
          Loss before taxes.............                                                   $ (7,015)
          Provision for income taxes....                                                     (1,086)
                                                                                          -----------
           Net loss.....................                                                   $ (8,101)
                                                                                          ===========
</TABLE>

                                       55

<PAGE>


<TABLE>
<CAPTION>

                                                              Year ended April 30, 1999
                                                          (in thousands of Canadian dollars)
                                                 -----------------------------------------------------
                                                                               Customer
                                                  Product       Consulting      Support      Total
                                                 ------------- ------------- ------------ ------------
          North America
<S>                                                  <C>           <C>          <C>          <C>
          Revenue.......................             $ 42,286      $ 20,152     $ 16,243     $ 78,681
          Costs.........................               29,599         9,939        4,232       43,770
                                                 ------------- ------------- ------------ ------------
          Margin........................             $ 12,687      $ 10,213     $ 12,011       34,911
                                                 ------------- ------------- ------------ ------------

          Europe
          Revenue.......................             $ 20,051       $ 4,857      $ 4,671     $ 29,579
          Costs.........................               11,049         2,179        2,700       15,928
                                                 ------------- ------------- ------------ ------------
          Margin........................               $9,002       $ 2,678      $ 1,971       13,651
                                                 ------------- ------------- ------------ ------------

          Asia Pacific
          Revenue.......................              $ 4,325        $  603      $ 1,024      $ 5,952
          Costs.........................                3,878             8            -        3,886
                                                 ------------- ------------- ------------ ------------
          Margin........................                $ 447        $  595      $ 1,024      $ 2,066
                                                 ------------- ------------- ------------ ------------

          Total
          Revenue.......................             $ 66,662      $ 25,612     $ 21,838    $ 114,212
          Costs.........................               44,526        12,126        6,932       63,584
                                                 ------------- ------------- ------------ ------------
          Margin........................             $ 22,136      $ 13,486      $15,006     $ 50,628
                                                 ------------- ------------- ------------ ------------

          Cost of product...............                                                        9,164
          Corporate marketing...........                                                        8,789
          Research and development......                                                       15,384
          General and administration....                                                       10,722
          Depreciation and amortization                                                        11,568
          Gain on sale of asset.........                                                            -
          Restructuring.................                                                       30,503
                                                                                          ------------
                                                                                          ------------
                                                                                             $ 86,130
                                                                                          ------------
          Operating loss ...............                                                     (35,502)
          Net investment income.........                                                        3,815
                                                                                          ------------
          Loss before taxes.............                                                   $ (31,687)
          Recovery of income taxes......                                                        2,552
                                                                                          ------------
          Net loss......................                                                   $ (29,135)
                                                                                          ============
</TABLE>

                                       56
<PAGE>
The following  table details the revenue and assets  attributable to Canada (the
Company's country of domicile),  the United Sates,  United Kingdom and all other
foreign jurisdictions.  The Company attributes revenue to geographic areas based
on the location of the customer to which the products or services were sold.


<TABLE>
<CAPTION>
                                                    Year ended April 30,
                       -------------------------------------------------------------------------------

                                 2001                       2000                       1999
                       -------------------------   ------------------------   ------------------------
                        Revenue     Fixed and       Revenue     Fixed and      Revenue    Fixed and
                                   Other assets                   Other                     Other
                                                                 Assets                     Assets
                                             (in thousands of Canadian dollars)

<S>                       <C>          <C>            <C>         <C>           <C>          <C>
  Canada.............     $ 7,857      $ 28,569       $ 5,611     $ 31,800      $ 6,584      $ 35,110
  United States......      48,659         1,728        55,831        2,592       72,616         3,299
  United Kingdom.....      10,542           522         8,780          488        7,723           731
  Other..............      33,581         3,029        24,095        3,346       27,289         5,351
                       ----------- -------------   ----------- ------------   ---------- -------------
                        $ 100,639      $ 33,848      $ 94,317     $ 38,226    $ 114,212      $ 44,491
                       =========== =============   =========== ============   ========== =============
</TABLE>

14.  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 year ended April 30, 2001.


     The total future  minimum lease  payments under capital leases at April 30,
2001 are as follows:

                                                              in thousands
                                                              of Canadian
    Years ending April 30,                                      dollars

        2002............................................            $ 1,088
        2003............................................                610
        2004............................................                493
                                                             ---------------
        Total minimum lease payment.....................              2,191
        Less amounts representing interest..............              (261)
                                                             ---------------

        Present value of net minimum lease payments.....            $ 1,930

        Less current portion............................              (919)
                                                             ---------------

        Long term portion...............................            $ 1,011
                                                             ===============

                                       57
<PAGE>
15.  ACCRUED LIABILITIES

     Current

                                                        April 30,
                                              -------------------------------
                                                (in thousands of Canadian
                                                         dollars)

                                                     2001               2000
                                              ------------    ---------------

    Severance.............................         $1,676             $1,813
    Vacation..............................          1,639              1,761
    Other.................................          8,596              7,111
                                              ------------    ---------------
    Total current liabilities.............        $11,911            $10,685
                                              ============    ===============

                                       58
<PAGE>
  Long-term

  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.

     o    Cancellation of certain commitments and other costs.

     The following  table  summarizes  the activity in the  restructuring  costs
during the years ended April 30,  1999,  April 30, 2000 and the year ended April
30, 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
                                          =============    =======    =======    =========    =========    =========
Long-term balance..................              $   --     $  394       $ 52         $446        $ --         $ 446
                                          =============    =======    =======    =========    =========    =========
</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  is  contractually  obligated  to pay.  All
employees  were  terminated  on or before April 30, 1999.  During the year ended
April 30, 2001, the Company's  liability for bonuses and other  compensation  to
terminated employees was reduced by $122,000.

     Facilities  costs consisted  primarily of $2.1 million and $780,000 related
to the closure of the  Company's UK and Toronto  facilities,  respectively.  The
provision for redundant  facilities includes  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 year  ended  April 30,  2001,  the  Company's  liability  for vacant
facilities  in the  United  Kingdon  was  reduced  by  $567,000.  The  Company's
long-term balance relates to the United Kingdom facility which expires April 30,
2010.

     Other costs included  $21.6 million of impairment  losses on capital assets
and $0.7 million related  primarily to the cancellation of trade shows and other
commitments.

     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.

                                       59

<PAGE>


16.  FISCAL 2001 ACQUISITIONS

     On November 6, 2000,  JetForm  completed the  acquisition of certain assets
and liabilities of Joey  Technologies Inc ("Joey"),  a developer of mobile forms
software. The shareholders of Joey received total consideration of approximately
$555,000,  which was paid through the issuance of 100,000  common  shares of the
JetForm.

     On January 31, 2001,  the Company  completed the purchase of certain assets
of  Pummill  Business  Forms  ("Pummill")  a  developer  of  visual  enhancement
products. Pummill received total consideration of $272,000 of which $136,000 was
received in cash upon  completion of the purchase and the remainder was received
through  the  issuance  of a note,  which was paid  during the fiscal year ended
April 30, 2001.

     Both  acquisitions  have been accounted for using the purchase method.  The
results of operations of both acquired companies were not material, and thus pro
forma information has not been provided.


     Total  consideration,  including  acquisition costs, was allocated based on
estimated fair values on the acquisition dates as follows:

                                          --------------------------------------
                                              Joey       Pummill         Total
                                          ----------- ------------- ------------
                                           (in thousands of Canadian dollars)

  Assets acquired......................       $ 163          $ --         $ 163
  Liabilities assumed..................        (682)           --          (682)
                                          ---------- ------------- -------------
Net assets (liabilities) acquired......       ( 519)           --          (519)
  Software.............................         300            --           300
  Trademarks...........................          --           136           136
  Goodwill.............................          --           136           136
  Customer list........................         774            --           774
                                          ---------- ------------- -------------
                                          ---------- ------------- -------------
Purchase price.........................       $ 555         $ 272         $ 827
                                          ========== ============= =============
                                          ========== ============= =============
Purchase price consideration
  Cash.................................          --           272           272
  Capital stock payment................         555            --           555
                                          ---------- ------------- -------------
                                              $ 555         $ 272         $ 827
                                          ========== ============= =============


17.  RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial  Accounting Standards Board ("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 would have 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.

     On March 31,  2000,  FASB  issued  Interpretation  No. 44,  Accounting  for
Certain  Transactions  involving Stock  Compensation - an  interpretation of APB
Opinion  No.  25 (FIN  44),  providing  new  accounting  rules  for  stock-based
Compensation  under APB Opinion No. 25, Accounting for Stock Issued to Employees
(APB 25). FIN 44

                                       60
<PAGE>
does not change FASB Statement No. 123,  Accounting for Stock based compensation
(FAS 123). The new rules are significant and will result in compensation expense
in several  situations in which no expense is typically  recorded  under current
practice,  including option repricing,  purchase business combinations and plans
that permit tax  withholdings.  FIN 44 is generally  effective for  transactions
occurring  after  July 1,  2000,  but  applies  to  repricings  and  some  other
transactions  after December 15, 1998. The adoption of this  Interpretation  did
not have a material  impact on the Company's  results of operations or financial
position.

     In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial  Statements,
which was  amended in March  2000 by SAB 101A and in June 2000 by SAB 101B.  The
SAB  summarizes  certain of the SEC staff views in applying  generally  accepted
accounting principles to revenue recognition in financial  statements.  This SAB
is effective beginning the Company's fourth quarter of fiscal 2001. The adoption
of SAB 101 did not have a  material  impact  on its  results  of  operations  or
financial position.

     In September 2000, the FASB issued SFAS No. 140,  "Accounting for Transfers
and Servicing of Assets and  Extinguishments of Liabilities"  ("SFAS 140"). This
statement  replaces  FASB  Statement  No. 125,  "Accounting  for  Transfers  and
Servicing of Financial Assets and  Extinguishments of Liabilities" ("SFAS 125").
It revises the standards for accounting for  securitizations and other transfers
of financial  assets and collateral  and requires  certain  disclosures,  but it
carries over most of SFAS 125's provisions without reconsideration.  SFAS 140 is
effective for transfers and servicing of financial assets and extinguishments of
liabilities  occurring after March 31, 2001 which is during the Company's fourth
quarter of fiscal 2001. The adoption of SFAS 140 did not have a material  impact
on its results of operations or financial position.


18.  COMPARATIVE RESULTS

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



Item  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

Not applicable.

                                       61
<PAGE>
                                    PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Company is a "foreign private issuer" and as such is not subject to section
16(a) of the Securities and Exchange Act of 1934. The following table sets forth
certain information concerning the executive officers and directors of the
Company:

<TABLE>
<CAPTION>

         Name                     Age                                                       Title
------------------------------- --------     --------------------------------------------------------------------------------
<S>                              <C>         <C>
Abraham E. Ostrovsky.......       58         Chairman and Director
A. Kevin Francis...........       51         President and Chief Executive Officer and Director
Glen Doody.................       42         Senior Vice President and General Manager, North American Solutions Group
Don Henderson..............       52         Senior Vice President Global Product Development
Declan Kelly...............       39         Senior Vice President and General Manager, European Solutions Group
Jeffrey McMullen...........       41         Senior Vice President Finance and Chief Financial Officer
David Antila...............       41         Former Vice President and General Manager, e-Process Business Group
Shawn Cadeau...............       30         Vice President and General Manager, e-Document Presentment Business Group
James Henry................       38         Vice President Customer Satisfaction and Chief Information Officer
John Hogerland.............       37         Vice President Global Business Development and Strategic Alliances
Kevin Lynch................       40         Vice President and General Manager, e-Process Business Group
Donna Morris...............       33         Vice President, Human Resources and Training
Gordon Neis................       42         Vice President and Chief Marketing Officer
Chris Trojanowski..........       48         Vice President and Chief Strategy Officer
David Welch................       38         Vice President and General Manager, e-Forms Business Group
Deborah L. Weinstein......        41         Secretary and Director
Paul K. Bates..............       50         Director
John Gleed.................       55         Director
Stephen A. Holinski........       54         Director
Patrick Martin.............       60         Director
</TABLE>

Mr.  Ostrovsky joined the Corporation in August 1991 as Executive Vice President
and Chief Operating Officer.  He served as President and Chief Executive Officer
from November 1991 to March 1994,  and as the  Corporation's  Chairman and Chief
Executive  Officer  from March 1994 to August  1995,  when he  resigned as Chief
Executive  Officer.  Mr.  Ostrovsky  was Chairman of the Board of Directors  and
Chief Executive  Officer of Compressent  Corporation from March 1996 to December
1997.  Mr.  Ostrovsky is a director of SEEC, Net Manage,  IXLA,  Digital now and
CenterBeam.

Mr.  Francis  joined the  Corporation  on May 15,  2000 as  President  and Chief
Executive Officer. Prior to joining the Corporation,  Mr. Francis held a variety
of positions  with Xerox Canada,  most recently as  President,  Chief  Executive
Officer and Chairman. Beginning in 1972 as a sales representative,  Mr. Francis'
extensive  experience

                                       62
<PAGE>
with Xerox Canada included roles in sales, marketing,  customer service, process
re-engineering,   administration,   information  systems,   general  management,
customer satisfaction and quality.

Mr.  Doody  joined the  Corporation  in July 2000 as Senior Vice  President  and
General Manager North American  Solutions Group. Mr. Doody has spent 20 years in
the technology  industry.  Prior to joining the Corporation,  Mr. Doody was Vice
President of Sales at eLogo in 1999.  From 1997 to 1999, he held Vice  President
Sales  positions at Compaq  Corporation and with Digital  Equipment  Corporation
from 1984 to 1997 in Canada, the United States and Asia.

Mr.  Henderson  joined the Corporation in September 1987. Since that time he has
held senior positions in sales,  alliance programs and product  management.  Mr.
Henderson  left the  Corporation  in 1998 for a period of two (2)  years  during
which he was President of a startup in the mobile  computing  space. He rejoined
the Corporation as Vice President and General Manager of the Electronic Document
Presentment business unit before being promoted to Senior Vice-President, Global
Product Development in May 2001. Prior to 1987, Mr. Henderson was President of a
small software firm and held various positions with SHL Systemhouse.

Mr. Kelly joined the Corporation, in January of 1998 as Managing Director of the
European  Services  Operation.  In  October  1999,  Mr.  Kelly  assumed  overall
responsibility  for the  European,  Middle  East and African  operations  of the
Corporation.  Prior to joining the  Corporation and since 1987, Mr. Kelly worked
for ICL an United Kingdom based international systems integration house.

Mr.  McMullen  joined the  Corporation  in October  1994 as  Controller.  He was
promoted to Vice  President and  Controller in June 1997 and to Vice  President,
Finance and Chief  Financial  Officer in September  1998. He was promoted to his
current position in December 2000.

Mr. Antila  joined the  Corporation  in January 1998 as Director of  Technology,
Services.  In June 1998 he was promoted to Director and Group Product Manager, a
position that he held until June 2000 when he was promoted to Vice President and
General  Manager  for  the  e-process   Business  Unit.  Prior  to  joining  the
Corporation,  Mr.  Antila  was a  co-founder  and Chief  Technology  Officer  of
WorkFlow Partners & Technology Services, a workflow consultancy, from April 1994
to  January  1998  when the  company  was  acquired  by  JetForm.  Mr.  Antila's
employment with the company was terminated in May 2001.

Mr.  Cadeau  joined the  Corporation  in  January  2000 as  Director  of Product
Marketing.  He was  promoted  to  Vice  President  and  General  Manager  of the
e-Document  Presentment  business  unit  in  May  2001.  Prior  to  joining  the
Corporation,  Mr.  Cadeau was  employed  as  Director,  Product  Management  and
Marketing at Cebra Inc. (a subsidiary  of the Bank of  Montreal),  a provider of
internet-based  e-commerce  solutions from 1998 to December  2000.  From 1996 to
1998, Mr. Cadeau was employed at Corel Corporation  starting as Product Manager,
Internet Products and then as Senior Product Manager for Consumer Applications.

Mr. Henry joined the Corporation in January 1999 as Director,  Operations  based
in Dublin, Ireland. He was promoted to Managing Director, European Operations in
October 1999. In March 2001, he was promoted to his current  position.  Prior to
joining the  Corporation,  Mr.  Henry  worked for ICL, a UK based  international
systems integration house, from August 1994 to December 1998.

Mr.  Hogerland  joined the  Corporation  in December 1997 as Director of Systems
Engineering.  He served as Vice  President of Sales Support since April 1999 and
was  promoted  to his  current  position  in July  2000.  Prior to  joining  the
Corporation,  Mr.  Hogerland  spent 8 years with Novell Canada  holding  several
positions  including Manager of Consulting  Alliances and most recently Director
of Technology.

Mr. Lynch joined the Corporation in August 1995 as Director,  Customer  Support.
He was promoted to Vice President,  Consulting Services in October 1997 and then
to Vice President,  Client  Integration  Services in July 2000. In May 2001, Mr.
Lynch was promoted to his current  position.  Prior to joining the  Corporation,
Mr. Lynch was employed by SHL Systemhouse.

                                       63
<PAGE>
Ms. Morris joined the  Corporation in February 1998 as Manager,  Human Resources
and was promoted to Vice President,  Human Resources in December 1999.  Prior to
joining  the  Corporation,  Ms.  Morris was the  Manager of Human  Resources  at
Fulcrum  Technologies  from  November  1997 to February  1998 after serving as a
Human  Resources  Generalist from November 1996 to November 1997. Ms. Morris has
acquired twelve years of experience in both the private and public sectors.

Mr. Neis joined the  Corporation  in January  2001 as Chief  Marketing  Officer.
Prior to joining the  Corporation,  Mr.  Neis was Vice  President  of  worldwide
marketing at a Toronto-based  wireless security  company.  He spent the previous
twenty years in various  sales and marketing  positions at Xerox,  including the
Canadian Director of Marketing Operations.

Mr.  Trojanowski  joined the  Corporation  in  November  2000 as Vice  President
Strategic Planning.  Prior to joining the Corporation,  Mr. Trojanowski was Vice
President of Marketing at Xenos Group,  Vice President,  Marketing and Sales for
Software Metrics and previously held positions in product and market development
at Hewlett Packard from 1982 to 1998.

Mr. Welch joined the  Corporation in June 1985 as a software  developer.  During
his 16 years with the  Corporation,  he has held  various  management  positions
within the software  development,  consulting  services and alliance  management
areas.  In April 2000,  Mr.  Welch was  promoted to Vice  President  and General
Manager, e-Forms Business Unit.

Ms.  Weinstein has served as secretary of the  Corporation  since September 1993
and became a director in December 2000. Ms.  Weinstein is a founding  partner of
LaBarge Weinstein, Canadian legal counsel to the Corporation. From February 1991
to January 1997, Ms. Weinstein was a partner with the law firm of Blake, Cassels
& Graydon.  Ms.  Weinstein  currently acts as a director of MOSAID  Technologies
Incorporated and AIT Advanced Information Technologies Corporation.

Mr. Bates has been the President and CEO of Charles  Schwab Canada Co.  ("Schwab
Canada") the Canadian  subsidiary of the on-line brokerage firm Charles Schwab &
Co. Inc. since February 1999. Prior to joining Schwab Canada,  Mr. Bates was the
founder  and Chief  Executive  Officer  of  Priority  Brokerage  Inc.  which was
acquired  by Schwab  Canada  in  February  1999.  Mr.  Bates has also  served as
President and Chief Operating Officer of the brokerage firms Green Line Investor
Services Inc. from 1993 to 1995 and Marathon  Brokerage  Inc. from 1988 to 1993.
Mr. Bates became a director of the Corporation on September 6, 2000.

Mr. Gleed is a founder of the  Corporation  and was its President from June 1982
until June 1990,  when he was appointed to the position of Senior Vice President
and Chief  Technology  Officer  with the  Corporation,  which he held  until his
retirement  on June 30,  1999.  During  fiscal year 2000,  Mr.  Gleed  served as
interim Chief  Executive  Officer from December 1999 to May 2000. Mr. Gleed also
served as Chairman of the Board from June 1990 to March 1994.

Mr. Holinski is a retired financial executive and private  consultant.  From May
1999 to September  2000 he was  Executive  Vice  President  and Chief  Financial
Officer of North American  Gateway Inc.  Between May 1994 and April 1999, he was
the Senior  Vice  President  and Chief  Financial  Officer of Moore  Corporation
Limited.  Prior to joining Moore, Mr. Holinski was Treasurer of Northern Telecom
Ltd. from March 1994 until May 1994,  and Vice  President  Product  Finance from
September  1993 until March 1994. Mr.  Holinski was Vice President  Finance with
Northern Telecom Europe from January 1991 until September 1993. Mr. Holinski has
served as a director of the Corporation since October 26, 1995.

Mr. Martin has been the President  and Chief  Operating  Officer and Chairman of
Storage  Technology  Corporation  since July 11, 2000.  Prior to joining Storage
Technology  Corporation  he spent 23 years at Xerox  Corporation,  most recently
serving as  President,  North  American  Solutions  Group.  Mr.  Martin became a
director of the Corporation on September 6, 2000.

                                       64
<PAGE>
     Committees of the Board of Directors

     There are two  standing  Committees  of the Board of  Directors:  the Audit
Committee and the Compensation Committee. The Board of Directors does not have a
Nominating Committee.

     The Audit Committee oversees the Corporation's  financial reporting process
and internal controls,  and consults with management,  the internal accountants,
and the  Corporation's  independent  auditors  on matters  related to the annual
audit  of  the  Corporation  and  the  internal  controls,  published  financial
statements,  accounting  principles and auditing  procedures being applied.  The
Committee also reviews  management's  evaluation of the auditors'  independence,
and submits to the Board of Directors its recommendations for the appointment of
auditors.  The members of the Audit  Committee are Messrs.  Bates,  Holinski and
Ostrovsky.  The  committee  reports to the full  Board  each time the  committee
meets.

     The Compensation Committee has administered the Corporation's 1990 Employee
Stock Option Plan and 1993 Employee Stock Option Plan and currently  administers
the 1995 Stock  Option  Plan and the 1997  Employee  Stock  Purchase  Plan.  The
Committee also consults generally with, and makes  recommendations to, the Board
of Directors on matters concerning executive compensation,  including individual
salary rates,  supplemental  compensation and special awards. The members of the
Compensation  Committee  are  Messrs.  Bates,  Gleed and Martin.  The  committee
reports to the full Board each time the committee meets.

     Board and Board Committee Meetings

     During the fiscal year ended April 30, 2001, the Board of Directors held 10
meetings,  the Audit  Committee held 5 meetings and the  Compensation  Committee
held 4 meetings.  All  Directors  attended at least 75% of the  aggregate of all
meetings of the Board and all committees on which they served.

                                       65
<PAGE>
Item 11. EXECUTIVE COMPENSATION

     The  following  table sets forth the total  compensation  paid to the Chief
Executive  Officer  during  fiscal  year  2001 and the four  other  most  highly
compensated executive officers of the Company.

<TABLE>
<CAPTION>
                                                                                    Long term
                                                                                   Compensation
                                                                                     Awards
                                                 Year       Annual Compensation   -------------
                                                ended       --------------------    Number of        Other
         Name and Principal Position            April 30,  Salary(1)    Bonus(1)   Options(2)     Compensation
         ---------------------------            ---------  ---------    --------   ----------     ------------

<S>                                             <C>        <C>         <C>         <C>           <C>
A. Kevin Francis                                2001       $ 447,413   $  49,406   200,000       $        -
         President and Chief                    2000       $       -   $       -   600,000       $        -
         Executive Officer                      1999       $       -   $       -          -      $        -

Glen Doody (3)                                  2001       $ 200,261   $  25,562   200,000       $        -
         Senior Vice President and General      2000       $       -   $       -          -      $        -
         Manager European Solutions Group       1999       $       -   $       -          -      $        -

Declan Kelly(3)                                 2001       $ 273,527   $  73,257     40,000      $        -
         Senior Vice President and General      2000       $ 180,946   $ 144,856     10,000      $        -
         Manager European Solutions Group       1999       $ 126,537   $  31,992      9,560      $        -

Jeffrey McMullen                                2001       $ 191,250   $  20,369     40,000      $        -
         Senior Vice President and              2000       $ 170,000   $       -          -      $        -
         Chief Financial Office                 1999       $ 145,000   $   7,500     25,300      $        -

David Antila(3)(4)                              2001       $ 172,500   $  41,812     20,000      $        -
         Former Vice President and General      2000       $ 156,067   $  36,750      7,060      $        -

Manager e-Process Business Unit                 1999       $ 174,840   $       -     33,333      $        -

</TABLE>

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

(1)  All references to "$" in this section are to Canadian dollars.

(2)  Represents number of options granted in the fiscal year.

(3)  The compensation of Mr. Antila,  Mr. Doody and Mr. Kelly has been converted
     from U.S.  dollars or Irish Punts using the average  exchange  rate for the
     year.

(4)  Mr Antila's employment with the Company was terminated on May 25, 2001.


The following table sets forth the stock options granted during the fiscal year
ended April 30, 2001 to each of the executive officers named in the Summary
Compensation Table:

<TABLE>
<CAPTION>
                                                   2001 Stock Option Grants
--------------------------------------------------------------------------------------------------------------------------------
                                         % of total                                               Potential Realizable Value
                           Shares         options                                                  at Assumed Annual Rate of
                         underlying      granted to      Exercise                                         Stock Price
                         number of       employees       Price per                               Appreciation over Option Term
                          options        in Fiscal         Share                                              (2)
                                                                                                -------------------------------
        Name            Granted (1)         2001         (in US$)              Expiry                    5%              10%
        ----            -----------         ----         --------              ------                    --              ---

<S>                            <C>         <C>            <C>                       <C>              <C>               <C>
A. Kevin Francis               200,000     15.4%          $ 5.50          September 6, 2004          $ 349,777         $753,258

Glen Doody                     200,000     15.4%          $ 4.50          July 31, 2004              $ 286,531         $617,053

Declan Kelly                    40,000      3.1%          $ 3.50          October 11, 2004           $  45,290          $97,532

Jeffrey McMullen                40,000      3.1%          $ 3.50          October 11, 2004           $  45,290          $97,532

David Antila                    20,000      1.5%          $ 3.50          October 11, 2004           $  22,645          $48,766
</TABLE>

(1)  Options are  exercisable  starting 6 months  after the date of grant,  with
     one-sixth  of the  shares  becoming  exercisable  at that  time and with an
     additional  one-sixth of the option  shares  becoming  exercisable  on each
     successive  six month  period,  with full  vesting  occurring  on the third
     anniversary date. All options expire on the fourth anniversary date.

(2)  The calculated  potential  realized value is expressed in Canadian  dollars
     using the exchange rate in effect at the date of option grant.

     2001 Aggregate Option Exercises and Year-end Option Values

          The  following  table  sets  forth the  number of shares  acquired  on
exercise of stock options and the aggregate  gains  realised on exercise  during
the fiscal year ended April 30, 2001, by the Company's  executive officers named
in the  Summary  Compensation  Table.  The table  also sets  forth the number of
shares covered by exercisable and unexercisable  options held by such executives
on April 30, 2001,  and the  aggregate  gains that would have been  realised had
these  options been  exercised on April 30,  2001,  even though the  exercisable
options were not exercised,  and the  unexercisable  options could not have been
exercised, on April 30, 2001.


<TABLE>
<CAPTION>
                                           Shares
                                          Acquired                 Number of Shares Covered     Value of Unexercised
                                             on                     by Unexercised Options     in-the-money Options at
                                          Exercise                     at April 30, 2001          April 30, 2001(a)
                                           during       Value      -------------------------- --------------------------
                 Name                    Fiscal 2001   Realized    Exercisable  Unexercisable Exercisable  Unexercisable
                 ----                    -----------   --------    -----------  -------------------------  -------------

<S>                                      <C>          <C>           <C>          <C>          <C>          <C>
A. Kevin Francis                                  -   $        -    233,334      566,666      $        -   $        -
Glen Doody                                        -            -     33,334      166,666               -            -
Declan Kelly                                      -            -     26,042       41,518               -            -
Jeffrey McMullen                                  -            -     54,287       41,765               -            -
David Antila                                      -            -     42,375       19,018               -            -
</TABLE>


(a)  Options are  in-the-money if the market value of the shares covered thereby
     is greater than the option  exercise  price.  At April 30, 2001 none of the
     named executive  officers had options  exercisable at a price less than the
     closing price of US$ 2.20 per share on the Nasdaq National Market.

(b)  The Corporation does not maintain any long-term incentive plans.

     Compensation of Directors

          The Board of  Directors  has  determined  for the year ended April 30,
2001 that each  non-employee  director be paid an annual fee of US$10,000,  plus
US$1,000 per meeting in person and US$500 per meeting by telephone. In addition,
the Chairman of the Board and the  Chairman of each  committee of the Board will
be paid an additional  US$ 5,000.  Each of the board members was granted  10,000
stock  options,  exercisable  starting  6 months  after the date of grant,  with
one-sixth of the shares becoming exercisable at that time and with an additional
one-sixth of the option shares becoming exercisable on each successive six month
period,  with full vesting  occurring on the third anniversary date. All options
expire on the fourth anniversary date.

                                       66
<PAGE>
 Employment Agreements / Termination of Employment

     The  Corporation  has  entered  into  employment  agreements  with A. Kevin
Francis,  Glen Doody,  Declan Kelly,  Jeffrey  McMullen and David Antila each of
which, except as noted below, contain substantially similar provisions.

     Each employment agreement provides that the executive shall devote his full
time and attention to performing his duties for the Corporation. In the event of
termination  by  the  executive  for  good  reason  (a  material  change  in his
responsibilities,  a failure  to  maintain  his  compensation  and  benefits,  a
material  breach by the  Corporation  under  the  employment  agreement,  or the
failure  by the  Corporation  to have the  employment  agreement  assumed by any
successor  to the  Corporation),  or in the event of a change in  control of the
Corporation,  or by the Corporation for other than cause,  death,  disability or
retirement,  the Corporation will pay salary and vacation pay earned to the date
of  termination  as well as  pay-in-lieu  of notice  based on a multiple  of the
executive's  salary (the  "Termination  Payments").  Except as noted below,  the
Corporation will also continue all granted options during the termination notice
period. All options held vest automatically in the event of a change of control.

     Mr. Francis'  Termination  Payments are equal to 1.5 times his then current
salary and his bonuses and benefits entitlements continue during the termination
notice period until he secures alternate employment. His non-compete Term is for
one (1) year.  All options will continue to vest and be  exercisable  during the
termination  notice  period  after  termination  for  good  reason,  or  by  the
Corporation for other than cause, death,  disability or retirement.  Mr. Francis
has the right to terminate his employment  within 90 days of a change of control
if there is any adverse material change in his position or compensation.  In the
event that Mr. Francis  terminates  his employment  after a change in control of
the  Corporation,   all  of  his  options  become  immediately  vested  and  his
Termination Payment is 2 times his base salary if the Corporation at the time is
achieving 80% of its budget or higher,  but if it is not,  then his  Termination
Payment is 1.5 times his base salary.

     During the year ended April 30, 2001, the Company issued an US$110,000 loan
to the Chief Executive  Officer as part of his employment  agreement to purchase
JetForm  shares.  The shares have been pledged as collateral  for the loan.  The
loan is forgiveable after three years of service to the Corporation.

     The Termination Payments for each of Messrs.  Doody, Kelly,  McMullen,  and
Mr. Antila (the  "Executives")  are equal to one (1) times their respective then
current  salary  and up to $ 10,000  to  $15,000  for job  relocation  expenses.
Non-compete  term for each of the  Executives  is for one (1) year.  All options
held by each of the Executives  will continue to vest and be exercisable  during
the  termination  notice  period after  termination  by the  Executive  for good
reason,  or by the  Corporation  for other  than  cause,  death,  disability  or
retirement.

     Effective  May 25, 2001,  Mr.  Antila's  employment  was  terminated by the
Corporation.

     Directors' And Officers' Liability Insurance

     The  Corporation  presently  maintains  directors' and officers'  liability
insurance  in the  aggregate  principal  amount of US$10.0  million.  The annual
premium payable for this insurance  during the year ended April 30, 2001 was US$
155,000.  The by-laws of the Corporation  generally provide that the Corporation
shall  indemnify a director  or officer of the  Corporation  and  certain  other
bodies  corporate  against  liability  incurred  in such  capacity to the extent
permitted or required by the Canada Business Corporations Act. To the extent the
Corporation  is required to indemnify the directors or officers  pursuant to the
by-laws,  the insurance  policy  provides that the Corporation is liable for the
initial  US$100,000  in the aggregate for each loss with respect to the insuring
agreement.

                                       67
<PAGE>
     Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

     At April 30, 2001, the members of the  Compensation  Committee were Messrs.
Gleed, Bates, and Martin, all non-employee directors of the Company. John Gleed,
a founder of the  Corporation  and former  Senior Vice  President,  Research and
Development,  serves as the committee's  chair.  The Committee has a mandate to:
(a) monitor  compliance  with  legislation  applicable  in respect of employment
practices of the Company,  (b) determine the appropriate  overall  allocation of
options,  (c)  recommend  Chief  Executive  Officer  compensation,  (d)  approve
Leadership  Team  compensation  annual  plan,  and (e) monitor  compliance  with
statutory   requirements  for  employment  matters  including   remittances  and
legislation.  The  Committee  met four times in fiscal  2001 and acted by way of
resolution on other occasions.

     Report on Executive Compensation

     The philosophy of the Corporation in the  determination  of Leadership Team
compensation is to focus on providing a market  competitive  based salary at the
75th percentile of market data and to focus on providing incentive  compensation
to drive  performance  as it  relates  to:  revenue  growth;  operating  profit;
customer  satisfaction and employee  satisfaction.  For the year ended April 30,
2001,  the  process  utilized  by  the  Compensation  Committee  in  determining
executive officer  compensation levels was based upon the Committee's  extensive
review of market data and approval of incentive  compensation plan architecture.
The  Committee  established  the  compensation  payable  for A.  Kevin  Francis,
President and Chief Executive Officer. Mr. Francis, then recommended, subject to
the Committee's  review and the Board's  approval,  the  compensation  framework
payable to the other Leadership Team members.

     The Committee's  fundamental policy is to offer the Corporation's executive
officers competitive  compensation  opportunities based upon overall Corporation
performance,  the team contribution to the financial success of the Corporation,
and personal position responsibilities.  It is the Committee's objective to have
a  substantial  portion  of each  officer's  compensation  contingent  upon  the
Corporation's performance,  as well as upon his or her own level of performance.
Accordingly,  each executive  officer's  compensation  package  comprises  three
elements:  (i) base  salary,  which is  established  primarily  on the  basis of
individual  performance  and  market  considerations;  (ii)  quarterly  variable
incentive  compensation awards payable in cash and, (iii) stock option grants at
market price which  strengthen the mutuality of interests  between the executive
officers and the shareholders. Under the terms of the stock option plan, options
generally  must be exercised  within a period of four years from the date of the
grant.  All options  granted  terminate 30 days after  termination of employment
unless otherwise determined by the Chief Executive Officer, or as provided in an
Executive's employment agreement.

     Chief Executive Officer Compensation

     The  Chief  Executive  Officer's  ("CEO")   compensation  is  reviewed  and
recommended to the Board by the Compensation Committee. Mr. Francis' base salary
was set at CAN$465,000.  His incentive target was CAN$232,500. His bonus payment
is  determined  by  using  the  formula  referred  to in  "Report  on  Executive
Compensation" above, and resulted in an incentive of $49,406 (21% of target) for
the fiscal year ended April 30, 2001.

                                       68
<PAGE>
     Performance Graph

    The Common Shares of the Company began trading on the NASDAQ Small Cap
Market System in April 1993. The following graph compares the cumulative
percentage return since April 30, 1996 on the Company's Common Shares, compared
with the percentage change in the NASDAQ index of all US and foreign issues and
the NASDAQ index of computer and data processing companies.


[OBJECT OMITTED]  GRAPHIC OMITTED


    The past performance of the Company's common stock is not an indication of
future stock performance. There can be no assurance that the price of the
Company's Common Shares will appreciate at any particular rate or at all in the
future years. Notwithstanding any statement to the contrary in any of the
Company's previous or future filings with the Securities and Exchange
Commission, the graph shall not be incorporated by reference into any such
filings.

              EDGAR REPRESENTATION OF DATA USED IN PRINTED GRAPHIC

Cumulative Percentage Return Data

<TABLE>
<CAPTION>
                                                                            April 30,
                                             -------------------------------------------------------------------------
                                                   1996        1997       1998         1999         2000         2001
                                             -------------------------------------------------------------------------

<S>                                               <C>         <C>        <C>           <C>          <C>          <C>
Common Shares of the Company.............         19.88       15.38      20.75         4.88         6.06         2.20
NASDAQ index of US
 and Foreign issues......................        533.31      567.78     847.78     1,154.41     1,756.32       961.84
NASDAQ index of Computer
 and Data Processing companies...........        431.10      539.85     797.89     1,289.83     2,253.90     1,061.15

</TABLE>

                                       69
<PAGE>
Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth certain  information  regarding  beneficial
ownership of the Company's  Common Shares as of July 8, 2001: (i) by each person
who is known by the Company to own  beneficially  more than five  percent of the
outstanding Common Shares,  (ii) by each director and named executive officer of
the Company and (iii) by all directors and executive  officers of the Company as
a group at any time during fiscal year ended April 30, 2001.  There is no family
relationship between any directors or executive officers of the Company.

<TABLE>
<CAPTION>
                                                          Number of Common            Percentage of
                                                               Shares                 Common Shares
           Beneficial Owner and address(1)               Beneficially Owned         Beneficially Owned
    ----------------------------------------------       ------------------         ------------------
<S>                                                                <C>                    <C>
    Directors and Named Executive Officers
    Abraham Ostrovsky, McLean, Virginia (2).......                   155,645                *
    A.Kevin Francis, Ottawa, Ontario (3)..........                   258,834              1.03%
    Glen Doody, Plano, Texas (4)..................                    68,968                *
    Declan Kelly, Dublin, Ireland (5).............                    31,101                *
    Jeffrey McMullen, Ottawa, Ontario (6).........                    51,496                *
    David Antila, Ottawa, Ontario ................                     6,916                *
    Paul Bates, Oakville, Ontario (7).............                     1,667                *
    John Gleed, Ottawa, Ontario (8)...............                   325,173              1.30%
    Stephen A. Holinski, Mississauga, Ontario (9).                    17,001                *
    Patrick Martin, Boulder, Colorado (7).........                     1,667                *
    Deborah Weinstein, Ottawa, Ontario (10).......                    40,501                *
    All directors and executive officers
         (20 people) (11).........................                 1,103,897              4.30%
    5% Shareholders
    AGF Funds Inc.                                                 2,930,600             11.77%
</TABLE>

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

(1)  A person is deemed to be the  beneficial  owner of  securities  that can be
     acquired by such person within 60 days from July 16, 2001, whether pursuant
     to the exercise of options,  conversion of  securities  or otherwise.  Each
     beneficial  owner's  percentage of ownership is determined by assuming that
     options or convertible  preference shares that are held by such person (but
     not  those  held  by any  other  person)  and  which  are  exercisable  (or
     convertible)  within 60 days of July 16, 2001 have been  exercised.  Unless
     otherwise noted in the footnotes below,  the Corporation  believes that all
     persons named in the table have sole voting power and investment power with
     respect to all common shares  beneficially owned by them.  Statements as to
     securities  beneficially  owned by  directors,  nominees for  directors and
     executive officers, or as to securities over which they exercise control or
     direction,  are  based  upon  information  obtained  from  such  directors,
     nominees  and  executives  and from records  available to the  Corporation.
     Unless  otherwise  stated the business  address of each  director and named
     executive office is 560 Rochester Street, Ottawa, Ontario, K1S 5K2.
(2)  Includes  35,000  common shares owned by two trusts  (17,500  common shares
     each) of  which  Mr.  Ostrovsky  is the  trustee,  for the  benefit  of Mr.
     Ostrovsky's  two children.  Also includes  65,001 common shares  subject to
     options.
(3)  Includes 233,334 common shares subject to options.
(4)  Includes 66,668 commons shares subject to options.
(5)  Includes 26,042 common shares subject to options.
(6)  Includes 50,787 common shares subject to options.
(7)  All common shares subject to options.

                                       70
<PAGE>
(8)  Includes 100,000 common shares owned by two holding companies controlled by
     Mr.  Gleed for the benefit of his  children.  Also  includes  5,000  common
     shares owned by Mr.  Gleed's  spouse.  Also includes  148,036 common shares
     subject to options and 11,982 common shares  subject to options held by Mr.
     Gleed's spouse. Mr. Gleed disclaims any beneficial  interest in such common
     shares  and  options  owned by his  spouse.
(9)  Includes 7,001 common shares subject to options.
(10) Includes 27,001 common shares subject to options.
(11) Includes 758,025 common shares subject to options.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Except as described  above,  no director,  officer,  nominee  director,  5%
holder of the  Corporation's  shares,  or immediate family member,  associate or
affiliate  thereof,  had any  material  interest,  direct  or  indirect,  in any
transaction  since the  commencement of the  Corporation's  and its subsidiaries
last completed fiscal or has any material interest,  direct or indirect,  in any
proposed transaction, having value of $60,000 or more.

     During the fiscal year ended April 30, 2000, the  Corporation  entered into
an employment  agreement with Mr. Gleed to outline the terms of his compensation
and benefits in his role as the interim President and Chief Executive Officer of
the Corporation. The Corporation agreed to pay Mr. Gleed $1,500 per day while he
served as interim President and Chief Executive Officer and thereafter a monthly
retainer of $7,500 for  professional  consulting  services until April 30, 2002.
All options granted to Mr. Gleed will vest and continue to be exercisable  until
expiry notwithstanding Mr. Gleed's retirement.

                                       71
<PAGE>
                                     PART IV


Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1. Financial Statements

         The following Financial Statements are filed as part of this report
         under Item 8 "Financial Statements and Supplementary Data".

                  Auditors' Report
                  Consolidated Balance Sheets
                  Consolidated Statements of Operations
                  Consolidated Statements of Comprehensive Income
                  Consolidated Statements of Shareholders' Equity
                  Consolidated Statements of Cash Flows
                  Notes to Consolidated Financial Statements

(a)  2. Financial Statement Schedule

          The following  financial  statement  schedule is filed as part of this
          report:

                 Schedule II      Valuation and Qualifying Accounts

All other schedules are omitted as they are not required or the required
information is shown in the financial statements or notes thereto.

(a) 3. Exhibits

Exhibit
Number             Description
------             -----------

3.1(1)          Certificate of Incorporation of Registrant, as amended
3.2(1)          By-laws of Registrant, as amended
10.4.1(3)       Investment Agreement dated June 10, 1994, between the Registrant
                and Moore Corporation Limited
10.4.2(6)       Agreement  to amend  Investment  Agreement  dated June 27,  1996
                between the Registrant and Moore Corporation Limited
10.5.1(3)       Form  of  Option  Agreement  to  be  entered  into  between  the
                Registrant and Moore Corporation Limited
10.5.2(6)       Assignment of Option Agreement between Moore Corporation Limited
                and  3272303  Canada  Inc.,  a  wholly-owned  subsidiary  of the
                Registrant
10.6.1(5)       Strategic  Alliance  Agreement dated August 11, 1994 between the
                Registrant and Moore Corporation Limited
10.6.2(8)       Agreement to amend the Strategic  Alliance  Agreement dated June
                27, 1996 between the Registrant and Moore Corporation Limited
10.6.3(8)       Amendment to the Strategic  Alliance  Agreement  dated April 30,
                1998, between the Registrant and Moore Corporation Limited.
10.6.4(11)      Amendment to the Strategic  Alliance  Agreement  dated April 30,
                1999, between the Registrant and Moore Corporation Limited.
10.8(5)         Employment Agreement dated August 11,1994 between the Registrant
                and John Gleed
10.10(2)        Lease dated as of February 1, 1993,  between the  Registrant and
                Arnon  Development  Corporation and Baix  Developments  Inc. for
                Ottawa, Canada facility
10.11(4)        Form of Amendment to Lease to be entered into between Registrant
                and Arnon Development Corporation Limited and Baix Developments,
                Inc.

                                       72
<PAGE>
10.12(5)        Letter  Agreement  dated  June 1995  between  Arnon  Development
                Corporation and the Registrant
10.13(4)        Lease dated April 24, 1991 between Arnon Development Corporation
                and Baix  Developments,  Inc. and CCC Cable Consumer Channel Inc
                (d/b/a Why  Interactive)  and  amendment  dated  June 28,  1991.
10.14(4)        Agency Agreement between the Registrant and Selling Shareholders
                of the Registrant and Richardson Greenshields of Canada Limited.
10.16(5)        Employment  Agreement  dated August 1994 between the  Registrant
                and Philip Weaver
10.17(5)        Employment  Agreement  dated August 1994 between the  Registrant
                and John Kelly
10.18(1)        Registrant's 1990 Employee Stock Option Plan
10.19(l)        Registrant's 1993 Employee Stock Option Plan
10.20(5)        Registrant's 1995 Employee Stock Option Plan
10.21(7)        Credit  Facility  dated October 25, 1996 between the  Registrant
                and Royal Bank of Canada
10.21.1(11)     Credit  Facility  dated October 14, 1997 between the  Registrant
                and Royal Bank of Canada
10.21.2(12)     Credit  Facility  dated April 7, 1999 between the Registrant and
                Royal Bank of Canada
10.21.3(13)     Amendment  dated October 27, 1999, to Loan  Agreement  (April 7,
                1999) between the Royal Bank of Canada and the Registrant
10.22(7)        Receivable Purchase Agreement and Amendment Agreement dated July
                31, 1996,  between the  Registrant and Royal Bank Export Finance
                Co. Ltd.
10.23(9)        Amendment to the Asset  Purchase  Agreement  dated  February 12,
                1998 between the Registrant and Delrina Corporation
10.24(11)       Registrant's 1997 Employee Stock Purchase Plan
10.25(10)       Registrant's  Shareholder  Rights Plan Agreement  dated June 25,
                1998
10.26(11)       Underwriting  Agreement  between the Registrant and RBC Dominion
                Securities  Inc.,  Midland  Walwyn  Capital Inc.,  Goldman Sachs
                Canada and TD Securities Inc. dated April 2, 1998.
10.27(12)       Amendment dated  September 28, 1998 to the employment  agreement
                dated August 11, 1994 between the Registrant and John Gleed
10.28(12)       Amendment dated  September 26, 1998 to the employment  agreement
                dated August 11, 1994 between the Registrant and John Kelly
10.28.1(13)     Termination   Agreement  dated  December  1,  1999  between  the
                Registrant and John B. Kelly
10.29(12)       Amendment dated  September 25, 1998 to the employment  agreement
                dated August 11, 1994 between the Registrant and Phil Weaver
10.30(12)       Employment  Agreement  dated  September  22,  1998  between  the
                Registrant and Carlos Fox
10.31(12)       Employment  Agreement  dated  September  22,  1998  between  the
                Registrant and Ian Fraser
10.32(12)       Employment  Agreement  dated  September  22,  1998  between  the
                Registrant and James Bursey
10.33(12)       Employment  Agreement  dated  September  22,  1998  between  the
                Registrant and Hugh Millikin
10.34(12)       Termination  Agreement  dated  February  19,  1999  between  the
                Registrant and Phil Weaver
10.35(12)       Termination   Agreement   dated  April  29,  1999   between  the
                Registrant and Ian Fraser
10.36(12)       Termination  Agreement dated June 1, 1999 between the Registrant
                and Carlos Fox
10.37(13)       Employment   Agreement   dated  February  8,  2000  between  the
                Registrant and James Bursey
10.3.1(13)      Amendment  dated  February 8, 2000 to the  employment  agreement
                dated February 8, 2000 between the Registrant and James Bursey
10.37.2(13)     Amendment dated July 17, 2000 to the employment  agreement dated
                February 8, 2000 between the Registrant and James Bursey
10.38(13)       Employment Agreement dated April 13, 2000 between the Registrant
                and A. Kevin  Francis  10.39  (13)  Employment  Agreement  dated
                October 21, 1999 between the Registrant and Jeff McMullen
10.40(13)       Employment   Agreement   dated  October  21,  1999  between  the
                Registrant and Edward Capes
10.41           Employment  Agreement  dated May 4, 2000 between the  Registrant
                and Declan Kelly
10.42(13)       Employment   Agreement  dated  February  16,  2000  between  the
                Registrant and John Gleed
10.43(13)       Share  Purchase  Agreement,  dated May 19, 1999  between  Calian
                Technologies   and   the   Registrant   10.44(13)   Distribution
                Agreement,  dated August 1, 1999 between  Indigo Pacific and the
                Registrant
21.1            Subsidiaries of the Registrant
23.0            Consent of PricewaterhouseCoopers LLP

                                       73
<PAGE>
(1)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Registration  Statement on Form SB-2 (no. 33-47864-B)  (previously filed on
     Form S-18) filed on May 12, 1992,  and amended on March 5, 1993,  and April
     19, 1993, which Registration Statement became effective April 20, 1993.

(2)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1993.

(3)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 8-K dated June 10, 1994.

(4)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1994.

(5)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1995.

(6)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1996.

(7)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Statement on Form S-1 (no.  333-6368)  (originally filed on Form S-3) filed
     on April  30,1997,  as amended on March 3, 1997 and March 17,  1997,  which
     Registration Statement became effective on March 19, 1997.

(8)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report  on Form  10-K  for the  fiscal  year  ended  April  30,  1997.  (9)
     Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-Q for the three months ended January 31, 1998.

(10) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 8-K, filed July 23, 1998.

(11) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1998.

(12) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1999.

(13) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 2000.


(b)  Reports on Form 8-K

There were no reports on Form 8-K during the year.

                                       74
<PAGE>
                    [LETTERHEAD OF PRICEWATERHOUSE COOPERS]

                                                     PricewaterhouseCoopers LLP
                                                     Chartered Accountants
                                                     99 Bank Street
                                                     Suite 800
                                                     Ottawa Ontario
                                                     Canada K1P 1E4
                                                     Telephone +1 (613) 237 3702
                                                     Facsimile +1 (613) 237 3963




Our report on the consolidated financial statements of JetForm Corporation as of
April 30, 2001 and 2000 and for the years ended April 2001, 2000 and 1999 is
included in Item 8 of their Form 10-K. In connection with our audits of such
financial statements, we have also audited the related financial statement
schedule II listing in Item 14(a)2 of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.



/s/PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Chartered Accountants
Ottawa, Ontario
June 19, 2001



PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP
and other members of the worldwide PricewaterhouseCoopers organization.


                                       75
<PAGE>
                               JETFORM CORPORATION

                                   SCHEDULE II

                        VALUATION AND QUALIFYING ACCOUNTS


Allowance for doubtful accounts

Balance as at April 30, 1998....................          $ 1,399
Charged to costs and expenses...................            2,528
Write-off/adjustments...........................          (2,003)
                                                     -------------
Balance as at April 30, 1999....................            1,924
                                                     =============

Charged to costs and expenses...................            6,056
Write-off/adjustments...........................          (5,556)
                                                     -------------
Balance as at April 30, 2000....................            2,424
                                                     =============

Charged to costs and expenses...................            4,016
Write-offs/adjustments..........................          (3,511)
                                                     -------------
Balance as at April 30, 2001....................          $ 2,929
                                                     =============


Tax valuation reserve

Balance as at April 30, 1998....................         $ 43,895
Charged to costs and expenses...................            6,884
Valuation allowance for deferred tax asset......          (1,626)
                                                     -------------
Balance as at April 30, 1999....................           49,153
                                                     =============

Charged to costs and expenses...................            3,393
Valuation allowance for deferred tax asset......               --
                                                     -------------
Balance as at April 30, 2000....................           52,546
                                                     =============

Charged to costs and expenses...................           15,518
Valuation allowance for deferred tax asset......               --
                                                     -------------
Balance as at April 30, 2001....................         $ 68,064
                                                     =============

                                       76
<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
                        /s/ A. Kevin Francis
                        --------------------------------------------------------
                        Kevin Francis
                        President and Chief Executive Officer and Director
                        (Principal Executive
                        Officer)
                        Dated:  July 16, 2001

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
<S>                                        <C>
/s/ Abraham Ostrovsky                     /s/ Jeffrey McMullen
----------------------------------------  --------------------------------------------------------
Abraham Ostrovsky                         Jeffrey McMullen
Chairman and Director                     Senior Vice President, Finance and Chief Financial
                                          Officer (Principal Financial and Accounting Officer)
Dated:  July 16, 2001                     Dated:  July 16, 2001
/s/ John Gleed                            /s/  Patrick Martin
----------------------------------------  --------------------------------------------------------
John Gleed                                Patrick Martin
Director                                  Director
Dated:  July 16, 2001                     Dated:  July 16, 2001
/s/ Paul Bates                            /s/ Deborah L. Weinstein
----------------------------------------  --------------------------------------------------------
Paul Bates                                Deborah L. Weinstein
Director                                  Secretary and Director
Dated:  July 16, 2001                     Dated:  July 16, 2001
                                          /s/ Stephen A. Holinski
                                          --------------------------------------------------------
                                          Stephen A. Holinski
                                          Director
                                          Dated:  July 16, 2001

</TABLE>