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

                                    FORM 10-Q

             [X] Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                  For the quarterly period ended March 31, 2003


                 [ ] 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 000-26867

                             INFOWAVE SOFTWARE, INC.
             (exact name of registrant as specified in its charter)

            BRITISH COLUMBIA, CANADA                      98 0183915
          (State or other jurisdiction                 (I.R.S. Employer
                of incorporation)                     Identification No.)

                            200 - 4664 Lougheed Hwy.
                            Burnaby, British Columbia
                                 Canada, V5C 5T5
                    (Address of principal executive offices)

                            Telephone (604) 473-3600
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such 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  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).     Yes    No X

              Common shares outstanding at May 14, 2003: 66,659,578


<PAGE>


                             INFOWAVE SOFTWARE, INC.
                             INDEX to the FORM 10-Q
                    For the Three Months Ended March 31, 2003

Part I.    Financial Information

Item 1.    Financial Statements
           a) Consolidated Balance Sheets
              March 31, 2003 and December 31, 2002.............................1
           b) Consolidated Statements of Operations and Deficit
              For the three months ended
              March 31, 2003 and 2002..........................................2
           c) Condensed Consolidated Statements of Cash Flows
              For the three months ended
              March 31, 2003 and 2002..........................................3
           d) Notes to Consolidated Financial Statements.......................4

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations.................................9
Item 3.    Quantitative and Qualitative Disclosures About Market Risk.........13
Item 4.    Controls and Procedures............................................13

Part II.   Other Information

Item 1.    Legal Proceedings..................................................13
Item 2.    Changes in Securities and Use of Proceeds..........................14
Item 3.    Defaults upon Senior Securities....................................14
Item 4.    Submission of Matters to a Vote of Security Holders................14
Item 5.    Other Information..................................................14
Item 6.    Exhibits and Reports on Form 8-K...................................14

Part III.  Signatures and Certifications


<PAGE>


Part I. Financial Information

Item 1. Financial Statements

                             INFOWAVE SOFTWARE, INC.
                           Consolidated Balance Sheets
                           (expressed in U.S. dollars)

================================================================================
                                                March 31, 2003      Dec 31, 2002
                                                 (unaudited)
--------------------------------------------------------------------------------

Assets
Current Assets:
   Cash and cash equivalents                       $2,264,686         $2,755,929
   Short term investments                             358,112            355,614
   Accounts receivable                                425,974            394,712
   Finished goods inventory                             1,019                951
   Prepaid expenses                                    66,286            135,402
--------------------------------------------------------------------------------
                                                    3,116,077          3,642,608

Capital assets                                        498,761            490,783

Other assets                                           27,181             25,366
--------------------------------------------------------------------------------

                                                   $3,642,019         $4,158,757
================================================================================

Liabilities and Shareholders' Equity
Current liabilities:
  Accounts payable and accrued liabilities           $729,661           $463,096
  Deferred revenue                                    297,718            364,847
--------------------------------------------------------------------------------
                                                    1,027,379            827,943
Shareholders' equity
  Share capital
     Authorized: 200,000,000 voting common shares
     Issued:  66,659,578
       (December 31, 2002: 66,439,578)             56,564,963         56,539,360
  Additional paid-in capital                           15,941             15,941
  Other equity instruments                          1,613,096          1,613,096
  Deficit                                        (55,297,602)       (54,342,142)
  Cumulative translation account                    (281,758)          (495,441)
--------------------------------------------------------------------------------
                                                    2,614,640          3,330,814
--------------------------------------------------------------------------------

                                                   $3,642,019         $4,158,757
================================================================================

See accompanying notes to interim consolidated financial statements

                                        1


<PAGE>


                             INFOWAVE SOFTWARE, INC.
                Consolidated Statements of Operations and Deficit
                           (expressed in U.S. dollars)

================================================================================
                                                      Three months ended
                                                March 31, 2003      Dec 31, 2002
                                                 (unaudited)        (unaudited)
--------------------------------------------------------------------------------

Sales                                              $411,856             $325,261

Cost of goods sold                                   56,839               37,167
--------------------------------------------------------------------------------
                                                    355,017              288,094

Expenses:
   Research and development                         489,803              901,979
   Sales and marketing                              356,274            1,624,224
   Administration                                   317,787              715,993
   Depreciation and amortization                    108,310              482,404
--------------------------------------------------------------------------------
                                                  1,272,174            3,724,600
--------------------------------------------------------------------------------
Loss from operations                                917,157            3,436,506

Other expenses (income)
   Interest and other income                       (14,787)             (27,845)
   Foreign Exchange                                  53,090             (32,636)
--------------------------------------------------------------------------------
Net loss for the period                             955,460            3,376,025

Deficit, beginning of period                     54,342,142           44,626,077
--------------------------------------------------------------------------------

Deficit, end of period                          $55,297,602          $48,002,102
--------------------------------------------------------------------------------

Net loss per share                                    $0.01                $0.09
--------------------------------------------------------------------------------

Weighted average number of shares
outstanding                                      66,627,800           36,035,432
================================================================================

See accompanying notes to interim consolidated financial

                                        2


<PAGE>


                       INFOWAVE SOFTWARE, INC.
           Condensed Consolidated Statements of Cash Flows
                     (expressed in U.S. dollars)

================================================================================
                                                      Three months ended
                                                March 31, 2003    March 31, 2002
                                                   (unaudited)       (unaudited)
--------------------------------------------------------------------------------

Net cash (used in) operations                       ($614,139)      ($2,221,313)

Cash flows from investing activities:
   Change in short term investments                      1,326             4,612
   Purchase of capital assets                         (81,888)          (80,724)
--------------------------------------------------------------------------------
                                                      (80,562)          (76,112)

Cash flows from financing activities:
   Issuance of shares and warrants for cash, net
   of  issue costs                                      25,603            69,985
--------------------------------------------------------------------------------
                                                        25,603            69,985
Foreign exchange gain (loss) on cash and cash
equivalents held in a foreign currency                 177,855          (23,004)
--------------------------------------------------------------------------------
Decrease in cash and cash equivalents                (491,243)       (2,250,444)

Cash and cash equivalents, beginning of period       2,755,929         9,087,788
--------------------------------------------------------------------------------
Cash and cash equivalents, end of period            $2,264,686        $6,837,344
================================================================================

See accompanying notes to interim consolidated financial statements

                                        3


<PAGE>


                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)

1.   Basis of presentation

The accompanying  unaudited consolidated financial statements do not include all
information  and  footnote  disclosures  required for an annual set of financial
statements  under  Canadian  or  United  States  generally  accepted  accounting
principles. In the opinion of management,  all adjustments (consisting solely of
normal recurring accruals)  considered  necessary for a fair presentation of the
financial  position,  results of operations  and cash flows as at March 31, 2003
and for all periods presented, have been included. Interim results for the three
month period ended March 31, 2003 are not necessarily  indicative of the results
that may be expected for the fiscal year as a whole or for any interim period.

The unaudited consolidated balance sheets,  statements of operations and deficit
and  condensed  statements of cash flows include the accounts of the Company and
its wholly owned subsidiary,  Infowave USA Inc. These financial  statements have
been  prepared  in  accordance  with  Canadian  generally  accepted   accounting
principles  for interim  financial  information.  Except as disclosed in note 6,
these financial  statements  comply,  in all material  respects,  with generally
accepted  accounting  principles  ("GAAP") in the United States.  The accounting
principles used in these financial  statements are those used in the preparation
of the Company's  audited  financial  statements for the year ended December 31,
2002.  These  financial  statements  should  be read  in  conjunction  with  the
financial  statements and notes thereto  included in the Company's annual report
on Form 10-K for the fiscal year ended December 31, 2002.

2.   Continuing Operations

These  financial  statements  have  been  prepared  on  a  going  concern  basis
notwithstanding  the fact that the Company has experienced  operating losses and
negative cash flows from operations  during the  three-month  period ended March
31, 2003 and in prior periods.  To date, the Company has financed its continuing
operations through the issuance of common shares and special warrants,  and more
recently from a credit facility provided by the Company's former Chief Executive
Officer.  Continued operations of the Company will depend upon the attainment of
profitable  operations,  which may require the successful completion of external
financing arrangements.

A lower cost structure,  together with estimated revenue, is expected to provide
the Company with sufficient working capital to fund the Company's operations for
the balance of 2003.  However,  unanticipated  costs and  expenses or lower than
anticipated  revenues could  necessitate  additional  financing or reductions in
expenditures which may include further  restructuring of the Company.  There can
be no assurances that such financing, if required, will be available on a timely
or cost effective  basis.  To the extent that such financing is not available on
terms  favorable to the Company,  or at all, or reductions in  expenditures  are
required,  the  Company  may not be able to, or may be  delayed in being able to
commercialize  its products and services  and to  ultimately  attain  profitable
operations.  The Company will  continue to evaluate its  projected  expenditures
relative to its available cash and to evaluate additional means of financing and
cost reduction strategies in order to satisfy its working capital and other cash
requirements.

                                        4


<PAGE>


                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)

3.   Significant Accounting Policies

These  interim  financial  statements  follow the same  accounting  policies and
methods  of  application  as  described  in  Note 2 to our  Annual  Consolidated
Financial Statements.

4.   Shareholders' equity

          Authorized:

          200,000,000 voting common shares without par value

     (a)  Issued:

================================================================================
                                                            Number
                                                         of shares      Amount
--------------------------------------------------------------------------------

          Outstanding, December 31, 2002                66,439,578   $56,539,360

          Shares issued for cash on:
              Exercise of options                          220,000        25,603
--------------------------------------------------------------------------------
          Outstanding, March 31,2003                    66,659,578   $56,564,963

     (b)  Share purchase options:

          The Company has  reserved  common  shares,  to a maximum of 20% of the
          total number  outstanding from  time-to-time,  pursuant to an Employee
          Stock  Option  Plan  ("Plan").  The  purpose  of the Plan is to assist
          eligible employees to participate in the growth and development of the
          Company.  Options to purchase  common  shares of the Company under the
          Plan may be granted  by the Board of  Directors  to certain  full-time
          employees  of the  Company.  These  options  are  granted in  Canadian
          dollars,  vest over  periods  from three to four years and expire five
          years from the date of grant. All stock options granted by the Company
          are exercisable in Canadian dollars.

          A summary of the status of the Company's stock option plan as of March
          31, 2003 and December 31, 2002,  and changes  during the periods ended
          on those dates is presented below:

                                        5


<PAGE>


                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)
================================================================================
                                        March 31, 2003         December 31, 2002
                                  ---------------------    ---------------------
                                              Weighted                  Weighted
                                               average                   average
                                              exercise                  exercise
                                   Shares        price       Shares        price
--------------------------------------------------------------------------------
                                              US$/Cdn$                  US$/Cdn$

Outstanding, beginning of year  5,255,183   $1.78/2.77    6,416,689   $3.88/6.18
Granted                           154,000    0.16/0.24    3,350,400    0.17/0.26
Exercised                        (220,000)   0.12/0.18     (193,086)   0.23/0.35
Cancelled                        (393,850)   1.75/2.64   (4,318,820)   3.84/5.99
--------------------------------------------------------------------------------

Outstanding, end of quarter     4,795,333   $1.92/2.82    5,255,183   $1.78/2.77
================================================================================

     (d)  As at March 31, 2003,  the Company had 4,795,333  (December 31, 2002 -
          5,255,183) stock options outstanding with exercise prices ranging from
          Cdn  $0.15  to  Cdn  $64.50  and  29,343,761   (December  31,  2002  -
          29,343,761) warrants outstanding with exercise prices ranging from Cdn
          $0.24 to Cdn $1.10. As at March 31, 2003, 2,543,958 (December 31, 2002
          - 2,077,298)  stock options were  exercisable.  Of these  instruments,
          1,659,208  options and  24,151,261  warrants  were not included in the
          diluted per share  calculations  for the three  months ended March 31,
          2003 as  their  exercise  prices  were  greater  than or  equal to the
          average  market value of the  underlying  shares during the respective
          period.

     (e)  Under the intrinsic  value method,  the Company has not recognized any
          compensation  expense for options  issued to its employees  during the
          three  months  ended  March  31,  2003.  Had  the  Company  determined
          compensation  expense  for  option  grants  made  to  employees  after
          December 31, 2001 based on the fair values at grant dates of the stock
          options  consistent with the fair value method, the Company's loss and
          loss per share  would  have been  reported  as the  pro-forma  amounts
          indicated below:

                ================================================================
                                                    Three months    Three months
                                                           ended           ended

                                                       31-Mar-03       31-Mar-02
                ----------------------------------------------------------------
                Net loss - as reported                   $955,460     $3,376,025
                Net loss - pro forma                     $997,278     $3,381,604
                Net loss per share - as reported            $0.01          $0.09
                Net loss per share - pro forma              $0.01          $0.09
                ================================================================

          The  weighted  average  estimated  fair value at the date of grant for
          options granted during the three months ended March 31, 2003 was $0.07
          per share.

          The fair value of each  option  granted was  estimated  on the date of
          grant using the Black-Scholes  option pricing model with the following
          assumptions:

                                        6


<PAGE>


                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)

                ================================================================
                                                             Three months ended
                                                                 March  31, 2003
                ----------------------------------------------------------------
                Risk-free interest rate                                   2.64%
                Dividend yield                                            -
                Volatility factor                                          137%

                Weighted average expected life of the
                options                                                 5 years
                ================================================================

For the  purposes of  pro-forma  disclosures,  the  estimated  fair value of the
options  is  amortized  to  expense on a  straight-line  basis over the  vesting
period.

5.   Comparative Figures

     Certain prior period  comparatives have been reclassified to confirm to the
     current period presentation.

6.   United States generally accepted accounting principles

     These interim  financial  statements  have been prepared in accordance with
     generally  accepted  accounting  principles  ("GAAP") in Canada.  Reference
     should  be made to note 15 of the  Company's  annual  financial  statements
     filed with the Securities and Exchange  Commission under cover of Form 10-K
     for a  description  of material  differences  between  Canadian  and United
     States GAAP. No additional  reconciling  items have been  identified in the
     period ended March 31, 2003.  The  following  are the material  measurement
     differences  from GAAP in the United States as they relate to the Company's
     March 31, 2003 financial statements:

     (a)  Net loss and net loss per share:

     ===========================================================================
                                                      Three months ended
                                                March 31, 2003    March 31, 2002
                                                   (unaudited)       (unaudited)
     ---------------------------------------------------------------------------
     Net loss in accordance with Canadian
     and United States GAAP                           $955,460        $3,376,025
     ---------------------------------------------------------------------------
     Weighted average number of shares outstanding
     in accordance with Canadian and United States
     GAAP                                           66,627,800        36,035,432
     ===========================================================================

     ---------------------------------------------------------------------------
     Net loss per share in accordance with US GAAP       $0.01             $0.09
     ===========================================================================

     ---------------------------------------------------------------------------
     Net loss in accordance with United States GAAP   $955,460        $3,376,026
     Other comprehensive loss (income):
     Foreign currency translation adjustment         (213,683)            29,571
     ---------------------------------------------------------------------------
        Comprehensive loss:                           $741,777        $3,405,597
     ===========================================================================

                                        7


<PAGE>


                             INFOWAVE SOFTWARE, INC.
                   Notes to Consolidated Financial Statements
                   (Dollar amounts expressed in U.S. dollars)
                                   (Unaudited)


     (b)  Balance sheet:

<TABLE>
===========================================================================================================
                                                                        March 31, 2003        Dec 31, 2002
                                                                           (unaudited)
-----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                 <C>
Total Assets
Total assets in accordance with Canadian GAAP, which is
  equivalent to total assets in accordance with United
  States GAAP                                                              $3,642,019          $4,158,757
===========================================================================================================

-----------------------------------------------------------------------------------------------------------
Shareholders' Equity
Share capital in accordance with Canadian GAAP                            $56,564,963         $56,539,360
  Foreign exchange effect on conversion of 1998 and prior
    share capital transactions                                                543,269             543,269
  Additional paid in capital relating to stock options issued
    to non-employees                                                          520,999             520,999
  Additional paid in capital related to escrow shares                         107,077             107,077
-----------------------------------------------------------------------------------------------------------
Share capital in accordance with United States GAAP                        57,736,308          57,710,705
-----------------------------------------------------------------------------------------------------------
Additional paid-in-capital in accordance with Canadian
and United States GAAP                                                         15,941              15,941
-----------------------------------------------------------------------------------------------------------

Other equity instruments in accordance with Canadian
and United States GAAP                                                      1,613,096           1,613,096
-----------------------------------------------------------------------------------------------------------

Deficit in accordance with Canadian GAAP                                 (55,297,602)        (54,342,142)
  Foreign exchange effect on conversion of 1998 and prior
    income statements                                                       (189,240)           (189,240)
  Cumulative effect of stock based compensation relating
    to stock options issued to non-employees                                (519,411)           (519,411)
  Cumulative effect of stock based compensation relating
    to escrow shares                                                        (101,474)           (101,474)
  Adjustment for impairment of long lived assets to fair value                      -           (422,762)
-----------------------------------------------------------------------------------------------------------
Deficit in accordance with United States GAAP                            (56,107,727)        (55,575,029)
-----------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with Canadian
GAAP                                                                        (281,758)           (495,441)
  Foreign exchange
    effect on conversion of 1998 and prior financial statements             (341,140)           (341,140)
  Cumulative foreign exchange effect of US GAAP
    adjustments                                                              (20,080)            (20,080)
-----------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with United
    States GAAP                                                             (642,978)           (856,661)
-----------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with United States GAAP                 $2,614,640          $2,908,052
-----------------------------------------------------------------------------------------------------------
</TABLE>

                                        8


<PAGE>


Item 2. Management's  Discussion And Analysis Of Financial Condition And Results
Of Operations

Investors should read the following in conjunction with the unaudited  financial
statements  and  notes  thereto  included  in Part I - Item 1 of this  Quarterly
Report,  and the audited  financial  statements  and notes  thereto for the year
ended  December 31, 2002  included in the  Corporation's  annual  report on Form
10-K.

Forward-Looking Statements

Statements in this filing about future results, levels of activity, performance,
goals  or  achievements  or  other  future  events  constitute   forward-looking
statements.  These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ  materially from
those  anticipated in any  forward-looking  statements.  These factors  include,
among others, those described in connection with the forward-looking statements,
and the  factors  listed  in  Exhibit  99.1  to this  report,  which  is  hereby
incorporated by reference in this report.

In some cases,  forward-looking statements can be identified by the use of words
such  as  "may,"  "will,"   "should,"   "could,"   "expect,"  "plan,"  "intend,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue" or the
negative  or other  variations  of these  words,  or other  comparable  words or
phrases.

Although  the  Company   believes  that  the   expectations   reflected  in  its
forward-looking  statements are reasonable,  it cannot guarantee future results,
levels  of  activity,  performance  or  achievements  or  other  future  events.
Moreover, neither the Corporation nor anyone else assumes responsibility for the
accuracy and  completeness  of  forward-looking  statements.  The Corporation is
under no duty to update any of its forward-looking  statements after the date of
this  filing.  The reader  should not place undue  reliance  on  forward-looking
statements.

Critical Accounting Policies

In preparing the consolidated financial statements, estimates and judgements are
applied that affect the reported  amounts of assets,  liabilities,  revenues and
expenses  and the  disclosure  of  contingent  assets  and  liabilities  for the
reporting periods. The Company bases its estimates on historical  experience and
on  various  other  assumptions  that  are  believed  to be  reasonable  in  the
circumstances,  the results of which form the basis for making  judgements about
the carrying  values of assets and  liabilities  that are not readily  available
from other  sources.  On an  on-going  basis,  the  Company  evaluates  areas of
estimate or judgement to ensure they reflect currently available assessments and
knowledge.  Actual  results  may differ  from these  estimates  under  different
assumptions and conditions.

The Company believes that the following critical  accounting policies affect the
more significant judgements and estimates.

The consolidated financial statements reflect a full valuation allowance against
the net future  income tax assets based on the Company's  assessment  that it is
not more likely than not that it will able to utilize certain  deductions before
their expiry.  The  Company's  assessment is based on a judgement of the ongoing
existence  of  estimated   losses  before  such   deductions  and  the  inherent
uncertainties  as to the timing of future  income for tax  purposes  before loss
carry forwards,  if any.  Changes in the timing of the recognition and amount of
revenues and expenses in the future may impact the Company's  ability to utilize
these deductions.

                                        9


<PAGE>


The  Company  recognizes  revenue  on  the  percentage-of-completion  basis  for
software  development  contracts.  The  Company  assesses  the  portion  of each
contract that is completed  based upon estimates of time and resources  incurred
and  required  for  completion  of  the  contract.  Various  factors,  including
unforeseen  complications  in the development and availability of key resources,
could materially impact these estimates.  No new software development  contracts
have been signed in the three months ended March 31, 2003.

The Company  prepares its  financial  statements  in  accordance  with  Canadian
Generally Accepted Accounting  Principles  ("GAAP") and subsequently  reconciles
them to US GAAP. A detailed description of this reconciliation,  and assumptions
therein, is included in Note 6 to the financial statements.

The  Company's  Significant  Accounting  Policies are described in Note 2 to the
Consolidated  Financial  Statements  found in Item 8 of the Company's  Form 10-K
filed on March 26, 2003.

Overview

Infowave  Software,  Inc.  ("Infowave" or the "Company")  develops,  markets and
sells  infrastructure  software solutions that facilitate wireless computing for
individuals,  workgroups, enterprises and network operators. Focused on enabling
the wireless workplace since 1993,  Infowave's product solutions connect workers
wirelessly  in  real-time  to  their  corporate  data,  enabling  businesses  to
communicate  more easily,  deliver  effective  customer service and conduct more
business from any location.

The Company  recently  expanded its software  product  offering during the three
month period ended March 31, 2003 to include  wireless  personal email solutions
with its Symmetry Express wireless consumer solution.  The Company also recently
expanded its software  product  offering with its announcement on April 25, 2003
of its strategic partnership with Symbian.

The Company also provides a complete  range of wireless  solutions for corporate
users,  ranging from the individual email service of Symmetry Pro, to workgroups
and  enterprises  served by Symmetry Pro Workgroup  and Symmetry Pro  Enterprise
editions.  The Company also offers the Wireless Business Engine(TM),  a wireless
platform for large  corporations that provides access to email and collaboration
tools, corporate intranets,  the Internet,  Web-enabled  applications and legacy
and  client/server  applications  from a wide range of wireless  devices such as
handheld computers, laptops, PDAs and emerging integrated phone devices.

The Company  announced in January 2003, that it will  collaborate with Microsoft
to  develop  and market  solutions  for mobile  network  operators  based on the
Windows Powered Microsoft mobile device platforms.

The  Company is  amalgamated  under the  Company  Act  (British  Columbia).  The
Company's  head office and  development  facilities  are located at The Infowave
Building, Suite 200, 4664 Lougheed Highway,  Burnaby, British Columbia,  Canada,
V5C 5T5 (telephone  604.473.3600).  The Company's  registered office is at Suite
2600, Three Bentall Centre, 595 Burrard Street, PO Box 49314, Vancouver, British
Columbia,  Canada, V7X 1L3. The Company's wholly owned subsidiary,  Infowave USA
Inc.,  is  incorporated  under the laws of the State of Washington at Suite 500,
3535 Factoria Blvd. SE,  Bellevue,  Washington,  98006.  The Company  operates a
sales office in London,  England at Cardinal  Point,  Park Road,  Rickmansworth,
Hertfordshire  WD3 1RE 4JS (telephone + 44 (1923) 432 632). The Company also has
a master  reseller  agreement with an agency for  Continental  Europe

                                       10


<PAGE>


located at Dreimuhlenstra(beta)e  27, 80476 Munchen / Munich, Germany (telephone
49 89 767368-94).

First  quarter 2003  compared to fourth  quarter of 2002 and to first quarter of
2002.

Revenues for the first quarter of 2003 were $411,856 representing an increase of
37% from  $301,388  in the fourth  quarter of 2002 and an  increase  of 27% from
$325,261 in the first quarter of 2002.

Revenue mix for the three  months ended March 31, 2003 was  attributable  to 25%
from software  license fees, 23% from maintenance and support fees, and 52% from
technical service fees. This compares to 37% and 61% from software license fees,
30% and 29% from  maintenance  and support fees,  and 33% and 10% from technical
service fees for the three month periods  ended  December 31, 2002 and March 31,
2002,  respectively.  The reduction in license  revenue as a percentage of total
revenues is attributable to the Company's  transition to a blended revenue model
due to  the  introduction  of  subscription  based  licensing  to the  Company's
perpetual licensing arrangements.

Gross  margins  for the first  quarter of 2003 were 86%,  compared to 87% in the
previous  quarter ended December 31, 2002 and 89% in the quarter ended March 31,
2002.

Total expenses for the first quarter ended March 31, 2003 were $1,272,174  which
decreased 2% from  $1,297,743  in the previous  quarter and  decreased  66% from
$3,724,600  in the first  quarter of 2002.  This  decrease  over the three month
period ended March 31, 2002 is  attributable  to the  restructuring  initiatives
performed by the Company during the year ended December 31, 2002.

Operating  expenses  (excluding  amortization)  were  $1,163,864  for the  first
quarter 2003,  representing a 3% increase from  $1,132,134 in the fourth quarter
of 2002 and a 64% decrease from  $3,242,196  in the first quarter of 2002.  This
decrease over the three month period ended March 31, 2002 is attributable to the
restructuring  initiatives  performed  by the  Company  during  the  year  ended
December 31, 2002.

Total research and  development  ("R&D")  expenses for the first quarter of 2003
totaled $489,803 representing an increase of 37% from the prior quarter total of
$357,036  and 46%  decrease  from  $901,979  in the first  quarter of 2002.  The
Company  continues to ensure that its investment in R&D is sufficient to support
its current  product line.  Approximately  50% of the Company's  total headcount
remains in R&D.  This  decrease over the three month period year ended March 31,
2002 is attributable to the restructuring  initiatives  performed by the Company
during the year ended December 31, 2002.

Sales & marketing  expenses for the quarter ended March 31, 2003 were  $356,274,
compared to $453,498 in the fourth  quarter of 2002 and  $1,624,224 in the first
quarter  of 2002.  The  decrease  of 21% from the  previous  quarter  was due to
reductions  in  headcount  and due to lower  spending  in areas  such as  direct
marketing programs and other promotion initiatives. This decrease over the three
month  period  ended  March  31,  2002  is  attributable  to  the  restructuring
initiatives performed by the Company during the year ended December 31, 2002.

General and  administrative  ("G&A")  expenses of $317,787  decreased by 1% from
expenses of $321,600 in the prior  quarter and 56% from  expenses of $715,993 in
the comparable  period in 2002.  This decrease over the three month period ended
March 31, 2002 is attributable to the restructuring initiatives performed by the
Company during the year ended December 31, 2002.

                                       11


<PAGE>


Amortization  expense totaled $108,310 in the quarter ended March 31, 2003 which
is 35% lower than amortization  expense of $165,609 in the prior quarter and 78%
lower than $482,404 in the third  quarter of 2002.  This decrease over the three
month ended  March 31, 2002 is  attributable  to the  restructuring  initiatives
performed by the Company during the year ended December 31, 2002.

Foreign  exchange loss was $53,090 for the first quarter of 2003,  compared to a
loss of $12,132 in the prior  quarter and a gain of $32,636 in the first quarter
of 2002.  The  changes are due to  fluctuations  in the  foreign  exchange  rate
between  the  Canadian  and  US  Dollar.   The  Canadian   dollar   strengthened
approximately  6% against the US dollar  during the quarter  that  impacted  the
Company's results as significant portions of the Company's monetary balances are
in US denomination.

Liquidity and Capital Resources

The Company's  cash, cash  equivalents  and short-term  investments at March 31,
2003 totaled  $2,622,798.  Included in this total amount is security of $150,000
held in short term  investments to support a lease obligation and $350,000 being
held as  allocated  funds for  potential  severance  as  related  to  previously
initiated business restructuring during the prior year.

The Company had total working capital of $2,088,698 at March 31, 2003,  compared
to $2,814,665 at December 31, 2002 and $6,349,301 at March 31, 2002.

Capital assets increased from $490,783 at December 31, 2002 to $498,761 at March
31, 2003 due capital asset additions to computer  software  required to maintain
operating activities.

On August 14, 2002, the Company made a minority equity  investment in a software
sub-developer  company based in Vancouver,  Canada, who has provided services to
the  Company  in the  past  year.  The  strategic  investment  strengthens  that
relationship  and  provides  the Company an allowance  against  future  contract
services  and  software  licenses  for  development  tools.  The  value  of  the
investment  is reflected  in other  assets on the balance  sheet as at March 31,
2003.

As at March 31, 2003, the Company's  primary  sources of liquidity  consisted of
cash and short-term  investments,  an operating loan facility, and a convertible
loan agreement.  The operating loan facility has a credit limit of Cdn $100,000,
secured by short-term  investments.  The convertible  loan agreement,  signed on
March 8,  2002 with HP,  provides  the  Company  with  access  to funds  under a
convertible revolving loan of up to $2,000,000. The principal amount outstanding
under  the loan may be  converted  into  Common  Shares  at a price of $1.00 per
share,  at any  time up to March 8,  2005,  subject  to  adjustment  in  certain
circumstances.  The  Company  could  draw  down  amounts  under the loan up to a
maximum of the lesser of $2.0 million or the adjusted net working capital of the
Company.  Until  December 31, 2002,  the Company  could draw down amounts not to
exceed $2.0  million or 150% of the total  amount of the  Company's  cash,  cash
equivalents  and net accounts  receivable  from HP.  During the remainder of the
term of the HP loan,  the Company may draw down amounts not to exceed the lesser
of $2.0 million or the Company's  adjusted net working  capital (as described in
the loan agreement).  The principal amount  outstanding  bears interest at prime
plus 3.25%. Certain assets of the Company,  excluding its intellectual property,
secure the loan. At March 31, 2003, no amounts were outstanding on the operating
line or the convertible loan.

                                       12


<PAGE>


The  Company  believes  that the total  amount  of cash,  cash  equivalents  and
short-term  investments  will be sufficient  to ensure that the Company  remains
funded  through the third quarter of 2003.  Thereafter,  the Company may need to
raise additional  capital for working capital or expenses.  The Company may also
encounter  opportunities  for  acquisitions or other business  initiatives  that
require significant cash commitments, or unanticipated problems or expenses that
could result in a requirement for additional cash before that time. There can be
no assurance that  additional  financing will be available on terms favorable to
the Company or its shareholders, or on any terms at all. The inability to obtain
such  financing  would  have a  material  adverse  impact  on the  Corporation's
operations.  To the extent that such  financing is  available,  it may result in
substantial dilution to existing shareholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company  conducts the majority of its  transactions in Canadian dollars and,
therefore,  uses the  Canadian  dollar  as its  base  currency  of  measurement.
However, most of the Company's revenues and some of its expenses are denominated
in United States dollars which results in an exposure to foreign  currency gains
and losses on the resulting US dollar denominated cash, accounts receivable, and
accounts payable balances.  As of March 31, 2003, the Company has not engaged in
derivative hedging activities on foreign currency  transactions and/or balances.
Although  realized foreign currency gains and losses have not historically  been
material,  fluctuations  in exchange  rates between the United States dollar and
other foreign  currencies and the Canadian  dollar could  materially  affect the
Company's  results of  operations.  To the extent  that the  Company  implements
hedging  activities  in the future  with  respect to foreign  currency  exchange
transactions,  there can be no assurance  that the Company will be successful in
such hedging activities.

While the Company  believes that inflation has not had a material adverse effect
on its results of operations,  there can be no assurance that inflation will not
have a material  adverse  effect on the  Company's  results of operations in the
future.

Item 4. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures

Under the supervision and with the  participation  of the Company's  management,
including  the  members  of its  Office of the  President  and  Chief  Financial
Officer,  the Company evaluated the effectiveness of the design and operation of
its  disclosure  controls  and  procedures  (as  defined in Rule  13a-14(c)  and
15d-14(c)  under the  Securities  Exchange Act of 1934, as amended) as of a date
(the "Evaluation  Date") within 90 days prior to the filing date of this report.
Based upon that evaluation, the members of the Office of the President and Chief
Financial  Officer  concluded  that, as of the  Evaluation  Date,  the Company's
disclosure controls and procedures were effective in timely alerting them to the
material information relating to the Company (or its consolidated  subsidiaries)
required to be included in the Company's periodic SEC filings.

(b)  Changes in internal controls

There were no significant changes made in the Company's internal controls or, to
its knowledge,  in other factors that could significantly  affect these controls
subsequent to the date of their evaluation.

Part II. Other Information

Item 1.  Legal Proceedings

         None.

                                       13


<PAGE>


Item 2.  Changes in Securities and Use of Proceeds

In the quarter ending March 31, 2003,  220,000  options were exercised for gross
proceeds of $25,603.  The options were  exercised  outside the United States and
the common shares  issuable upon exercise of such options were issued to persons
outside  the United  States in reliance  upon the  exclusion  from  registration
available  under  Regulation S promulgated  under the Securities Act of 1933, as
amended.

Item 3.   Defaults upon Senior Securities

          None.

Item 4.   Submission of Matters to a Vote of Security Holders

          None.

Item 5.   Other Information

          None.

Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits

          2.1(1) Asset Purchase  Agreement  dated  September 8, 2000 between the
          Corporation and Strydent Software Inc.

          3.1(2) Memorandum and Articles of registrant

          *4.1(2) Employee  Incentive Plan dated April 28, 1997, as supplemented
          September 25, 1997

          4.2(2)  Special  Warrant  Indenture  dated April 20, 1998  between the
          Corporation and Montreal Trust Company of Canada

          4.3(3)  Special  Warrant  Indenture  dated June 30,  1999  between the
          Corporation and Montreal Trust Company of Canada

          4.4(4)  Special  Warrant  Indenture  dated April 13, 2000  between the
          Corporation and Montreal Trust Company

          *4.5(5) Stock Option Plan, as amended

          4.6(6) Form of Shareholders  Rights Plan Agreement dated as of June 5,
          2000 between the Corporation and Montreal Trust Company of Canada

          4.7(10) Warrant Certificate dated July 24, 2001 issued to Thomas Koll

          10.1(2) Investor  Relations  Agreement dated September 1, 1998 between
          the Corporation and IRG Investor Relations Group Ltd.

          10.2(2) Investor  Relations  Agreement dated September 1, 1998 between
          the Corporation and Staff Financial Group Ltd. and 549452 BC Ltd.

          10.3(2) Loan Facility dated October 29, 1998 with a Canadian chartered
          bank

          10.4(3)  Lease  Agreement  dated  February  12,  1998  between  Riocan
          Holdings Inc. and the Corporation

                                       14


<PAGE>


          10.5(3)  Lease  Agreement  dated  November  23, 1999  between  Bedford
          Property Investors, Inc. and the Corporation

          *10.6(2)  Corporate  Development  Agreement  dated  October  26,  1998
          between  the  Corporation  and  Capital  Ridge   Communications   Inc.
          (formerly "Channel One Systems Corp.")

          10.7(2)  Strategic  Partnership  Agreement dated March 6, 1998 between
          the Corporation and BellSouth Wireless Data

          10.8(2)  Development   Agreement  dated  March  4,  1998  between  the
          Corporation and Hewlett-Packard

          10.9(2) Source Code License Agreement dated March 31, 1998 between the
          Corporation and DTS

          10.10(2) Source Code License  Agreement dated June 9, 1998 between the
          Corporation and Wynd Communications Corporation

          10.11(2) Source Code License Agreement dated November 13, 1997 between
          the Corporation and Apple Computers

          10.12(2)  OEM License  Agreement  dated  December 5, 1997  between the
          Corporation and Certicom Corp.

          10.13(2) Letter Agreement dated April 20, 1998 between the Corporation
          and Lexmark International, Inc.

          *10.14(2)   Employment   Agreement  dated  May  2,  1991  between  the
          Corporation and Jim McIntosh

          *10.15(2)   Employment  Agreement  dated  May  23,  1997  between  the
          Corporation and Bijan Sanii

          *10.16(3)  Employment  Agreement  dated September 16, 1999 between the
          Corporation and Todd Carter

          10.17(2)   Agency   Agreement   dated  March  31,  1998   between  the
          Corporation, Canaccord Capital Corporation and Yorkton Securities Inc.

          10.18(2)   Consulting   Agreement  dated  July  4,  1997  between  the
          Corporation and GWM Enterprises Ltd.

          10.19(3) Agency Agreement dated June 18, 1999 between the Corporation,
          Canaccord  Capital  Corporation,   Yorkton  Securities,  Inc.,  Sprott
          Securities Limited and Taurus Capital Markets Ltd.

          10.20(4)  Letter of Intent  dated May 8, 2000  among the  Corporation,
          Kevin Jampole and Robert Heath

          10.21(7) Lease  Agreement dated April 26, 2000 between the Corporation
          and Tonko-Novam Management Ltd.

          *10.22(8)  Employment  Agreement  dated  December 14, 2000 between the
          Corporation and Thomas Koll

          10.23(8)  Lease dated  December 7, 2000  between the  Corporation  and
          Principal Development Investors, L.L.C.

                                       15


<PAGE>


          10.24(9)  Employment  Agreement  dated  April  16,  2001  between  the
          Corporation and Jeff Feinstein

          10.25(9) Lease  Agreement  between the Corporation and Sterling Realty
          Organization Co.

          10.26(9) Lease  Termination  Agreement  dated May 24, 2001 between the
          Corporation and Principal Development Investors, LLC

          10.27(10) Loan Agreement  dated July 24, 2001 between the  Corporation
          and Thomas Koll

          10.28(10)   Security  Agreement  dated  July  24,  2001  made  by  the
          Corporation in favor of Thomas Koll

          10.29(10) Intellectual Property Security Agreement dated July 24, 2001
          made by the Corporation in favor of Thomas Koll

          10.30(10) Loan Agreement dated August 10, 2001 between the Corporation
          and Sal Visca

          10.31(10)   Promissory   Note  dated   August  10,  2001  between  the
          Corporation and Sal Visca

          10.32(10)   Employment  letter  dated  August  10,  2001  between  the
          Corporation and Sal Visca

          *10.33(11)   Employment   letter  dated  March  8,  2002  between  the
          Corporation and George Reznik

          10.34(11)  Convertible  loan agreement dated March 8, 2002 between the
          Corporation and Compaq

          10.35(12) Lease  Termination  Agreement dated May 25, 2002 between the
          Corporation and Sterling Realty Organization Co.

          10.36(12)  Lease Agreement dated June 18, 2002 between the Corporation
          and Tonko Realty Advisors (B.C.) Ltd.

          10.37(12) Surrender of Lease Agreement dated June 18, 2002 between the
          Corporation and Tonko Realty Advisors (B.C.) Ltd.

          10.38(12) Surrender of Lease Agreement dated June 18, 2002 between the
          Corporation and Tonko Realty Advisors (B.C.) Ltd.

          10.39(12)  Modification and Partial Surrender of Lease Agreement dated
          June 18, 2002 between the Corporation and Tonko Realty Advisors (B.C.)
          Ltd.

          *10.40(13)  Employment Agreement between the Corporation and Sal Visca
          dated November 26, 1999

          *10.41(13)  Amendment to Employment  Agreement between the Corporation
          and Sal Visca dated February 1, 2002

          *10.42(13)  Amendment to Employment  Agreement between the Corporation
          and Sal Visca dated July 9, 2002

          *10.43(13)  Amendment to Employment  Agreement between the Corporation
          and Sal Visca dated September 5, 2002

                                       16


<PAGE>


          *10.44(13)  Employment  Agreement  between the  Corporation and Thomas
          Koll dated April 23, 2002

          *10.45(13) Employment Agreement between the Corporation and Ron Jasper
          dated October 10, 1997

          *10,46(13)  Amendment to Employment  Agreement between the Corporation
          and Ron Jasper dated July 9, 2002

          *10.47(13)  Employment  Agreement between the Corporation and Bill Tam
          dated July 9, 2002

          *10.48(13)  Employment  Agreement  between the  Corporation and George
          Reznik dated July 9, 2002

          99.1 Private  Securities  Litigation  Reform Act of 1995 - Safe Harbor
          for  Forward-Looking  Statement

          * Indicates management contract or compensatory plan or arrangement.
          (1) Incorporated by reference to the  Corporation's  Form 8-K filed on
          September 25, 2000.
          (2)  Incorporated  by  reference  to  the  Corporation's  Registration
          Statement on Form 20-F (No. 0-29944).
          (3)  Incorporated by reference to the  Corporation's  Annual Report on
          Form 10-K for the year ended December 31, 1999.
          (4)  Incorporated by reference to the  Corporation's  Annual Report on
          Form 10-Q for the period ended March 31, 2000.
          (5)  Incorporated  by  reference  to  the  Corporation's  Registration
          Statement on Form S-8  (Registration  No. 333-39582) filed on June 19,
          2000
          (6)  Incorporated  by  reference  to  the  Corporation's  Registration
          Statement on Form 8-A filed on July 13, 2000
          (7) Incorporated by reference to the Corporation's Quarterly Report on
          Form 10-Q for the period ended June 30, 2000.
          (8)  Incorporated by reference to the  Corporation's  Annual Report on
          Form 10-K for the year ended December 31, 2000.
          (9) Incorporated by reference to the Corporation's Quarterly Report on
          Form 10-Q for the period ended June 30, 2001.
          (10) Incorporated by reference to the  Corporation's  Quarterly Report
          on Form 10-Q for the period ended September 30, 2001.
          (11) Incorporated by reference to the  Corporation's  Annual Report on
          Form 10-K for the year ended December 31, 2001.
          (12) Incorporated by reference to the  Corporation's  Quarterly Report
          on Form 10-Q for the period ended June 30, 2002.
          (13) Incorporated by reference to the Corporation's  Form 8-K filed on
          September 26, 2002.

          (b)  Reports on Form 8-K

          On  September  26,  2002,  the Company  filed a form 8-K with  several
          material  agreements  attached as exhibits  thereto and  furnished the
          certification of Jim McIntosh, who is a member of the Company's Office
          of the President,  made pursuant to Section 906 of the  Sarbanes-Oxley
          Act of 2002 in connection with the Company's  quarterly report on Form
          10-Q filed on August 14, 2002. The information in a Form 8-K furnished
          pursuant  to Item 9 shall not be  deemed  filed  under the  Securities
          Exchange Act of 1934, as amended.

                                       17


<PAGE>


Part III. Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date: May 14, 2003

                                          INFOWAVE SOFTWARE, INC.


                                          /s/ George Reznik
                                          ------------------------------------
                                          George Reznik
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                           Officer and Duly Authorized Officer)


                                       18


<PAGE>


                                  CERTIFICATION

I, George Reznik, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-Q of Infowave  Software,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003              /s/ George Reznik
     ----------------------     ------------------------------------
                                George Reznik
                                Chief Financial Officer, Office of the President
                                (Principal Financial and Accounting Officer and
                                Principal Executive Officer)


<PAGE>


                                  CERTIFICATION

I, Bill Tam, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-Q of Infowave  Software,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003                 /s/ Bill Tam
     ----------------------        ---------------------------------------------
                                   Bill Tam
                                   Office of the President
                                  (Principal Executive Officer)


<PAGE>


                                  CERTIFICATION

I, Sal Visca, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-Q of Infowave  Software,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003                /s/ Sal Visca
     ----------------------       ----------------------------------------------
                                  Sal Visca
                                  Office of the President
                                  (Principal Executive Officer)


<PAGE>


                                  CERTIFICATION

I, Jim McIntosh, certify that:

1. I have  reviewed  this  quarterly  report on Form 10-Q of Infowave  Software,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

     (b) evaluated the effectiveness of the registrant's disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     (a) all  significant  deficiencies  in the design or  operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     (b) any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's internal controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 14, 2003                 /s/ Jim McIntosh
     ----------------------        ---------------------------------------------
                                   Jim McIntosh
                                   Office of the President
                                   (Principal Executive Officer)


<PAGE>


          CERTIFICATION OF GEORGE REZNIK AS CHIEF FINANCIAL OFFICER AND
              A MEMBER OF THE CORPORATION'S OFFICE OF THE PRESIDENT
                                   PURSUANT TO
                                 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of  Infowave  Software  Inc.  (the
"Company")  on Form 10-Q for the period  ended  March 31, 2003 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I George
Reznik,  Chief Financial  Officer and a member of the Office of the President of
the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The report fully complies with the  requirements  of the Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and
     (2)  The  information  contained in the Report  fairly  represents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.

                                                /s/ George Reznik
                                                --------------------------------
                                                George Reznik
                                                Chief Financial Officer,
                                                Office of the President
                                                (Principal Financial and
                                                Accounting Officer and Principal
                                                Executive Officer)
                                                May 14, 2003


<PAGE>


           CERTIFICATION OF BILL TAM AS A MEMBER OF THE CORPORATION'S
                       OFFICE OF THE PRESIDENT PURSUANT TO
                                 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of  Infowave  Software  Inc.  (the
"Company")  on Form 10-Q for the period  ended  March 31, 2003 as filed with the
Securities  and Exchange  Commission on the date hereof (the  "Report"),  I Bill
Tam, a member of the Office of the President of the Company,  certify,  pursuant
to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:

     (1)  The report fully complies with the  requirements  of the Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and
     (2)  The  information  contained in the Report  fairly  represents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                                                /s/ Bill Tam
                                                --------------------------------
                                                Bill Tam
                                                Office of the President
                                                (Principal Executive Officer)
                                                May 14, 2003


<PAGE>


           CERTIFICATION OF SAL VISCA AS A MEMBER OF THE CORPORATION'S
                       OFFICE OF THE PRESIDENT PURSUANT TO
                                 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of  Infowave  Software  Inc.  (the
"Company")  on Form 10-Q for the period  ended  March 31, 2003 as filed with the
Securities  and Exchange  Commission  on the date hereof (the  "Report"),  I Sal
Visca, a member of the Office of the President of the Company, certify, pursuant
to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:

     (1)  The report fully complies with the  requirements  of the Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and
     (2)  The  information  contained in the Report  fairly  represents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                                                /s/ Sal Visca
                                                --------------------------------
                                                Sal Visca
                                                Office of the President
                                                (Principal Executive Officer)
                                                May 14, 2003


<PAGE>


         CERTIFICATION OF JIM MCINTOSH AS A MEMBER OF THE CORPORATION'S
                      OFFICE OF THE PRESIDENT PURSUANT TO
                                 18 U.S.C. 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In  connection  with  the  Quarterly  Report  of  Infowave  Software  Inc.  (the
"Company")  on Form 10-Q for the period  ended  March 31, 2003 as filed with the
Securities  and Exchange  Commission on the date hereof (the  "Report"),  I, Jim
McIntosh,  a member of the  Office of the  President  of the  Company,  certify,
pursuant  to 18  U.S.C.  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that:

     (1)  The report fully complies with the  requirements  of the Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and
     (2)  The  information  contained in the Report  fairly  represents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


                                                /s/ Jim McIntosh
                                                --------------------------------
                                                Jim McIntosh
                                                Office of the President
                                                (Principal Executive Officer)
                                                May 14, 2003