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 June 30, 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 August 14, 2003: 141,791,410


<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
              June 30, 2003 and December 31, 2002..............................1
           b) Consolidated Statements of Operations and Deficit
              For the three and six months ended
              June 30, 2003 and 2002...........................................2
           c) Condensed Consolidated Statements of Cash Flows
              For the three and six months ended
              June 30, 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.........14
Item 4.    Controls and Procedures............................................15

Part II.   Other Information

Item 1.    Legal Proceedings..................................................15
Item 2.    Changes in Securities and Use of Proceeds..........................15
Item 3.    Defaults upon Senior Securities....................................16
Item 4.    Submission of Matters to a Vote of Security Holders................16
Item 5.    Other Information..................................................18
Item 6.    Exhibits and Reports on Form 8-K...................................19

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)

<TABLE>
============================================================================================================
                                                                        June 30, 2003       Dec. 31, 2002
                                                                          (unaudited)
------------------------------------------------------------------------------------------------------------

<S>                                                                          <C>                <C>
Assets
Current Assets:
        Cash and cash equivalents                                            $1,529,924         $2,755,929
        Short term investments                                                  363,353            355,614
        Accounts receivable                                                     521,799            394,712
        Finished goods inventory                                                  1,113                951
        Prepaid expenses                                                         57,374            135,402
------------------------------------------------------------------------------------------------------------
                                                                              2,473,563          3,642,608

Capital assets                                                                  476,724            490,783

Other assets                                                                    393,649             25,366
------------------------------------------------------------------------------------------------------------

                                                                             $3,343,936         $4,158,757
============================================================================================================

Liabilities and Shareholders' Equity
Current Liabilities:
        Accounts payable and accrued liabilities                             $1,121,204           $463,096
        Deferred revenue                                                        322,312            364,847
------------------------------------------------------------------------------------------------------------
                                                                              1,443,516            827,943
Shareholders' equity
        Share capital
            Authorized: unlimited 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                                                            (56,217,572)       (54,342,142)
        Cumulative translation account                                         (76,008)
                                                                                                 (495,441)
------------------------------------------------------------------------------------------------------------
                                                                              1,900,420          3,330,814
------------------------------------------------------------------------------------------------------------

                                                                             $3,343,936         $4,158,757
============================================================================================================
</TABLE>

See accompanying notes to interim consolidated financial statements


                                       1


<PAGE>


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


<TABLE>
                                                        Three months  ended                 Six months ended
                                                 June 30, 2003     June 30, 2002    June 30, 2003     June 30, 2002
                                                   (Unaudited)       (Unaudited)      (Unaudited)       (Unaudited)
---------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>              <C>               <C>
Sales                                                 $505,397          $517,977         $917,253          $843,238

Cost of goods sold                                      61,855           111,574          118,694           148,741
---------------------------------------------------------------------------------------------------------------------
                                                       443,542           406,403          798,559           694,497
Expenses:
         Research and Development                      466,252           815,492          956,055         1,717,471
         Sales and Marketing                           380,455         1,179,481          736,729         2,803,705
         General and Administrative                    372,901           592,640          690,688         1,308,633
         Restructuring                                       -         1,415,380                -         1,415,380
         Depreciation and Amortization                  99,972           461,664          208,282           944,068
---------------------------------------------------------------------------------------------------------------------
                                                     1,319,580         4,464,657        2,591,754         8,189,257

---------------------------------------------------------------------------------------------------------------------
Loss from Operations                                   876,038         4,058,254        1,793,195         7,494,760

Other expenses (income):
         Interest and other income                    (11,987)           (9,650)         (26,774)          (37,495)
         Foreign exchange                               55,919           185,910          109,009           153,274

---------------------------------------------------------------------------------------------------------------------
Net loss for the period                                919,970         4,234,514        1,875,430         7,610,539

Deficit, beginning of period                        55,297,602        48,002,102       54,342,142        44,626,077
---------------------------------------------------------------------------------------------------------------------
Deficit, end of period                             $56,217,572       $52,236,616      $56,217,572       $52,236,616
---------------------------------------------------------------------------------------------------------------------

Net loss per share                                       $0.01             $0.07            $0.03             $0.16
---------------------------------------------------------------------------------------------------------------------

   Weighted average number of shares outstanding    66,659,578        57,686,701       66,643,777        46,920,880
</TABLE>


See accompanying notes to interim consolidated financial statements


                                       2


<PAGE>



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


<TABLE>
--------------------------------------------------------------------------------------------------------------------------
                                                             Three months ended                 Six months ended
                                                      June 30, 2003     June 30, 2002    June 30, 2003     June 30, 2002
                                                        (Unaudited)      (Unaudited)      (Unaudited)       (Unaudited)
--------------------------------------------------------------------------------------------------------------------------

<S>                                                        <C>            <C>               <C>              <C>
Net cash used in operations                                ($523,609)     ($3,190,436)      ($1,137,748)     ($5,411,749)

Cash flows from investing activities:
      Change in short term investments                              -            7,953             1,326           12,565
      Purchase of capital assets                            (385,103)         (13,142)         (466,991)         (93,866)
--------------------------------------------------------------------------------------------------------------------------
                                                            (385,103)          (5,189)         (465,665)         (81,301)
Cash flows from financing activities:
      Issuance of shares and warrants for cash,
      net of issue costs                                            -            2,576            25,603           72,561

Foreign exchange gain (loss) on cash and cash
equivalents held in a foreign currency                        173,950          221,239           351,805          198,293
--------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents
                                                            (734,762)      (2,971,810)       (1,226,005)      (5,222,196)

Cash and cash equivalents, beginning of period
                                                            2,264,686        6,837,344         2,755,929        9,087,730
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                   $1,529,924       $3,865,534        $1,529,924       $3,685,534
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

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 June 30, 2003 and
for all periods presented, have been included. Interim results for the three and
six-month  periods  ended June 30, 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 and six-month periods
ended June 30, 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:

     Unlimited voting common shares without par value

(a)  Issued:

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

     Outstanding, March 31, 2003               66,659,578       $   56,564,963

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

     Outstanding, June 30,2003                 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 June 30,
     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)


<TABLE>
        ====================================================================================
                                               June 30, 2003         December 31, 2002
                                               ---------------       -------------------
                                                      Weighted                Weighted
                                                       average                 average
                                                      exercise                exercise
                                           Shares        price     Shares        price
        ------------------------------------------------------------------------------------
                                                    US$ / Cdn$              US$ / Cdn$

<S>                                     <C>         <C>   <C>   <C>        <C>     <C>
         Outstanding, beginning of year 4,795,333   $1.92/2.82  6,416,689  $3.88 / 6.18
         Granted                        1,055,000   0.15 / 0.22  3,350,400  0.17 / 0.26
         Exercised                              -            -   (193,086)  0.23 / 0.35
         Cancelled                       (253,000) 0.43 / 0.64 (4,318,820)  3.84 / 5.99
        ------------------------------------------------------------------------------------

         Outstanding, end of quarter    5,597,333 $1.63 / 2.44  5,255,183  $1.78 / 2.77
        ====================================================================================
</TABLE>


(c)  As at June 30,  2003,  the  Company  had  5,597,333  (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 June 30, 2003, 3,189,461 (December 31, 2002 - 2,077,298) stock
     options  were  exercisable.  Of these  instruments,  2,276,836  options and
     29,343,761 warrants were not included in the diluted per share calculations
     for the three  months  ended June 30,  2003 as their  exercise  prices were
     greater than or equal to the average market value of the underlying  shares
     during the respective period.

(d)  Under the  intrinsic  value  method,  the  Company has not  recognized  any
     compensation  expense for options issued to its employees  during the three
     months ended June 30, 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     Six months
                                                      ended          ended

                                                  30-Jun-03      30-Jun-03
     ---------------------------------------------------------------------------
     Net loss - as reported                        $919,970     $1,875,430
     Net loss - pro forma                          $989,344     $1,986,622
     Net loss per share - as reported                 $0.01          $0.03
     Net loss per share - pro forma                   $0.01          $0.03
     ===========================================================================

     The weighted average  estimated fair value at the date of grant for options
     granted during the three months ended June 30, 2003 was $0.09 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
                                                               June  30, 2003
     ---------------------------------------------------------------------------
       Risk-free interest rate                                          3.20%
       Dividend yield                                                   -
       Volatility factor
                                                                         123%
       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.   Subsequent Events

     On July 4, 2003, the Company completed the acquisition of substantially all
     of the  business  and  assets of  HiddenMind  Technology,  LLC,  a wireless
     software company based in Cary, North Carolina  ("HiddenMind").  HiddenMind
     offers a mobile  application  platform  that  enables  companies  to extend
     existing date and  applications to mobile  devices.  Under the terms of the
     Acquisition  Agreement  dated  July 4,  2003,  the  Company  acquired  such
     business and assets in consideration for  US$2,031,105.  The purchase price
     was paid by the Company  through the issuance to  HiddenMind  of 14,966,034
     units  ("Units") of the Company at a deemed  price of  Cdn.$0.19  per Unit.
     Each Unit  consists  of one  common  share and one half of one  warrant  (a
     "Warrant").   Each  whole  Warrant  entitles  the  holder  to  purchase  an
     additional  common  share of the Company at an exercise  price of Cdn.$0.19
     until July 4,2005. The transaction will be accounted for under the purchase
     method of accounting.

     On  July 4,  2003,  the  Company  issued  29,473,684  units  at a price  of
     CDN$0.1425 per unit for gross proceeds of $3,000,000 to Gerald Trooien, the
     majority shareholder of HiddenMind. Each Unit consisted of one common share
     and one-half of one common  share  purchase  warrant of the  Company.  Each
     whole warrant entitles the holder to purchase one common share for a period
     of two years from the closing date at a price of CDN$0.19 per common share.
     The common shares and warrants  comprising  the units are subject to a four
     month hold period.

     On July 4, 2003 and July 14, 2003, the Company issued  22,785,805 units and
     6,856,232  respectively for a total of 29,642,037 at a price of CDN$0.16125
     per unit for  gross  proceeds  of  $3,566,999  (CDN$4,779,778).  Each  unit
     consisted of one common  share and  one-half of one common  share  purchase
     warrant of the Company.  Each whole warrant entitles the holder to purchase
     one common share for a period of two years from the closing date at a price
     of CDN$0.215  per common share.  The common shares and warrants  comprising
     the units are  subject to a four month  hold  period.  The agent was paid a
     cash  commission  equal to 7.5% of the gross proceeds from the offering and
     2,964,203 warrants (the "Agents' Warrants").  Each Agents' Warrant entitles
     the agent to purchase  one common  share and  one-half of one common  share
     purchase  warrant  for two  years  from  the  closing  date  at a price  of
     CDN$0.215 per common share.  In addition,  the Company issued 300,000 units
     to the agent as a corporate finance fee.

7.   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 June 30, 2003.  The  following  are the material  measurement
     differences  from GAAP in the United States as they relate to the Company's
     June 30, 2003 financial statements:

(a)  Net loss and net loss per share:

<TABLE>
=========================================================================================================
                                                          Three months ended          Six months ended
                                                          June 30,  June 30,       June 30,    June 30,
                                                              2003      2002          2003         2002
                                                       (unaudited)  (unaudited)   (unaudited)  (unaudited)
---------------------------------------------------------------------------------------------------------
<S>                                                      <C>        <C>           <C>          <C>
Loss from continuing operations in accordance with
Canadian GAAP                                            $919,970   $4,234,514    $1,875,430   $7,610,539
Adjustment for stock-based compensation relating to
stock options issued to non-employees                           -            -             -            -
---------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP           $919,970   $4,234,514    $1,875,430   $7,610,539
=========================================================================================================

---------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding in
accordance with Canadian and United States GAAP        66,659,578   57,686,701    66,643,777   46,920,880
=========================================================================================================

---------------------------------------------------------------------------------------------------------
      Net loss per share in accordance with US GAAP         $0.01        $0.07         $0.03        $0.16
=========================================================================================================

=========================================================================================================
Comprehensive loss:
      Net loss in accordance with United
          States GAAP                                    $919,970   $4,234,514    $1,875,430   $7,610,539
      Other comprehensive loss (income):
            Foreign currency translation adjustment     (205,750)    (326,551)     (419,433)    (296,980)
---------------------------------------------------------------------------------------------------------
                                                         $714,220   $3,907,963    $1,455,997   $7,313,559
=========================================================================================================
</TABLE>


                                       7


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


(b)  Balance sheet:


<TABLE>
===========================================================================================================
                                                                        March 30, 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                                                            $3,343,936          $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                                  (56,217,572)       (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                             (57,027,697)       (55,575,029)
-----------------------------------------------------------------------------------------------------------

Cumulative translation account in accordance with Canadian GAAP               (76,008)          (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                                                             (437,228)          (856,661)
-----------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with United States GAAP                  $1,900,420         $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 June 30, 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 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 April of 2003 a strategic  partnership with Symbian in
developing and marketing  solutions for mobile  network  operators and corporate
customers globally based on Infowave's Symmetry suite of wireless solutions.

The  Company  announced  in May of 2003 a  partnership  with  Dell in  marketing
Infowave's  Wireless  Business  Engine solution with Dell's GPRS wireless access
offerings to the U.K. business market.

The Company  announced in June of 2003 that it would  cooperate with T-Mobile on
the launch of T-Mobile's new Instant E-mail  service,  a wireless e-mail service
for smartphone devices powered by Infowave's  Symmetry suite of mobile messaging
solutions, to the UK market.

The Company  announced in July of 2003 that it had entered  into an  acquisition
agreement to acquire  substantially all of the business and assets of HiddenMind
Technology, LLC ("HiddenMind"), a wireless software company based in Cary, North
Carolina,  USA.  HiddenMind  offers a mobile  application  platform that enables
companies to extend existing data and applications to mobile devices.  Under the
terms of the acquisition agreement,  the Company would acquire substantially all
of the  business and assets of  HiddenMind  and in  consideration  will issue to
HiddenMind  14,966,034 units of Infowave at a deemed price of CDN$0.19 per unit.
Each  unit  would  consist  of one  Infowave  common  share  and a one half of a
warrant.  Each whole  warrant would entitle the holder to purchase an additional
Infowave common share at a price of CDN$0.19 for a period of two years.


                                       10


<PAGE>


The Company  entered  into a  subscription  agreement in July of 2003 with Jerry
Trooien  under which  Trooien has agreed to subscribe  for  29,473,684  units of
Infowave at a price of CDN $0.1425 per unit for aggregate  subscription proceeds
to  Infowave  of  US$3.0  million.  Mr.  Trooien  is the  controlling  member of
HiddenMind.  Each unit would consist of one Infowave common share and a one half
of a warrant.  Each whole  warrant  would  entitle  the  holder to  purchase  an
additional  Infowave  common  share at a price of  CDN$0.19  for a period of two
years.

The Company announced in July of 2003 that the Company entered into an agreement
with two agents  (collectively the "Agents") for a private placement offering of
Units at a price of CDN$0.16125 per Unit for gross  subscription  proceeds of up
to CDN$4.8 million (approximately US$3.6 million). A Unit consists of one common
share and one half of one common  share  purchase  warrant.  Each whole  warrant
entitles  the holder to acquire one common  share for a period of two years from
the closing date at a price of CDN$0.215 per common share (the "Warrants").  The
use of proceeds is for general  working  capital  purposes  and for  incremental
investment in sales,  marketing and product  development to support execution of
the Company's business plan, with a focus upon the Company's  telecommunications
carrier wireless software products and services.

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

Second  quarter 2003 compared to first quarter of 2003 and to second  quarter of
2002.

Revenues for the second quarter of 2003 were $505,397  representing  an increase
of 23% from  $411,856  in the first  quarter of 2003 and a decrease of 2.4% from
$517,977 in the second quarter of 2002.

Revenue mix for the three  months  ended June 30, 2003 was  attributable  to 55%
from software  license fees, 20% from maintenance and support fees, and 25% from
technical service fees. This compares to 25% and 71% from software license fees,
23% and 18% from  maintenance  and support fees,  and 52% and 11% from technical
service fees for the three month periods ended March 31, 2003 and June 30, 2002,
respectively.  The  increase  in license  revenue was due to the sale of greater
volume of software licenses in the quarter.

Gross  margins for the second  quarter of 2003 were 88%,  compared to 86% in the
previous  quarter  ended March 31,  2003 and 78% in the  quarter  ended June 30,
2002.

Total expenses for the second quarter ended June 30, 2003 were $1,319,580  which
increased 4% from  $1,272,174  in the previous  quarter and  decreased  70% from
$4,464,657


                                       11


<PAGE>


in the second quarter of 2002. This decrease over the  three-month  period ended
June 30, 2002 is attributable to the restructuring  initiatives performed by the
Company during the year ended December 31, 2002.

Operating  expenses  (excluding  amortization)  were  $1,219,608  for the second
quarter 2003, representing a 5% increase from $1,163,864 in the first quarter of
2003 and a 70% decrease  from  $4,002,993  in the second  quarter of 2002.  This
decrease over the three month period ended June 30, 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 second quarter of 2003
totaled $466,252  representing an decrease of 5% from the prior quarter total of
$489,803  and 43%  decrease  from  $815,492 in the second  quarter of 2002.  The
Company believes 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 ended June,  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 June 30, 2003 were  $380,455
compared to $356,274 in the first  quarter of 2003 and  $1,179,481 in the second
quarter of 2002.  The  increase  of 7% from the  previous  quarter was due to an
increase in headcount.  This decrease over the three-month period ended June 30,
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 $372,901  increased by 17% from
expenses of $317,787 in the prior  quarter and decreased by 37% from expenses of
$592,640 in the  comparable  period in 2002. The increase over the prior quarter
was due to increased costs incurred relating to the corporate finance activities
of the Company  during the quarter.  The decrease  over the  three-month  period
ended June 30, 2002 is attributable to the restructuring  initiatives  performed
by the Company during the year ended December 31, 2002.

Amortization expense totaled $99,972 in the quarter ended June 30, 2003 which is
8% lower than  amortization  expense of  $108,310  in the prior  quarter and 78%
lower than $461,664 in the second quarter of 2002.  This decrease over the three
month  ended June 30,  2002 is  attributable  to the  restructuring  initiatives
performed by the Company during the year ended December 31, 2002.

Foreign exchange loss was $55,919 for the second quarter of 2003,  compared to a
loss of  $53,090  in the prior  quarter  and a loss of  $185,910  in the  second
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.

Six months ended June 30, 2003 compared to six months ended June 30, 2002

Total  revenues  for the six months  ended June 30,  2003 were  $917,253,  which
represented a 9% increase over revenues of $843,238 from the  comparable  period
in 2002.  The revenue  breakdown for the  six-month  period ending June 30, 2002
comprised  of 67% in license  fees,  22% in support and  maintenance  and 11% in
technical  service fees.  Gross margins were 87% for the current period compared
to 82% in the six months  ended June 30,  2002 due to a  write-down  of obsolete
inventory in the second quarter of 2002.


                                       12


<PAGE>


Total  operating  expenses for the six months ended June 30, 2003 was $2,591,754
versus  $8,189,257  for the same period in 2002.  R&D expenses  decreased by 44%
from  $1,717,471 in the 2002 period to $956,055 in 2003 due to a lower headcount
and  reduced  usage of  contractors.  Sales and  marketing  expenses of $736,729
decreased by 74% from $2,803,705, largely attributed to headcount reductions and
conservative  spending in marketing  programs,  advertising and public relations
campaigns. G&A costs decreased by 47% from $1,308,633 to $690,688 largely due to
a smaller operating structure and reduced overhead.

Amortization  expense decreased from $944,068 in the first six months of 2003 to
$208,282  in  the  same  period  of  2002.  The  decrease  of  78% is due to the
amortization  of  significant  reduction  of  capital  asset base in 2002 due to
restructuring.  These  additions  in  the  prior  year  consisted  primarily  of
purchases of computer equipment and software.

Interest  & other  income for the six months  ended June 30,  2003 was  $26,774,
compared to $37,495 in the comparable period in 2002.

Foreign  exchange  loss  decreased  from $153,274 at the end of June 30, 2002 to
$109,009 at the end of June 30, 2003. The  fluctuation is due to the movement in
the price of the US dollar as it weakened against the Canadian dollar.

Liquidity and Capital Resources

The Company's cash, cash equivalents and short-term investments at June 30, 2003
totaled  $1,893,277.  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 $1,030,047 at June 30, 2003,  compared
to $2,814,665 at December 31, 2002 and $3,626,364 at June 30, 2002.

Capital assets  decreased from $490,783 at December 31, 2002 to $476,724 at June
30, 2003.

As at June 30, 2003,  the Company's  primary  sources of liquidity  consisted of
cash and short-term investments,  an operating loan facility, a convertible loan
agreement and proceeds from financing.  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 June 30, 2003, no amounts were  outstanding on the operating
line or the convertible loan.


                                       13


<PAGE>


In July of 2003, the Company  entered into an  acquisition  agreement to acquire
substantially  all of the  business  and assets of  HiddenMind  Technology,  LLC
("HiddenMind"),  a wireless software company based in Cary, North Carolina, USA.
HiddenMind offers a mobile application platform that enables companies to extend
existing  data and  applications  to  mobile  devices.  Under  the  terms of the
acquisition  agreement,  the Company acquired  substantially all of the business
and  assets  of  HiddenMind  and  in  consideration  will  issue  to  HiddenMind
14,966,034  units of Infowave at a deemed price of CDN$0.19 per unit.  Each unit
consists of one Infowave  common  share and a one half of a warrant.  Each whole
warrant entitles the holder to purchase an additional Infowave common share at a
price of CDN$0.19 for a period of two years.

In July of 2003, the Company  entered into a  subscription  agreement with Jerry
Trooien under which Trooien has subscribed for 29,473,684 units of Infowave at a
price of CDN $0.1425 per unit for aggregate subscription proceeds to Infowave of
US$3.0 million.  Mr. Trooien is the controlling member of HiddenMind.  Each unit
consists of one Infowave  common  share and a one half of a warrant.  Each whole
warrant entitles the holder to purchase an additional Infowave common share at a
price of CDN$0.19  for a period of two years.  All  expenditures  related to the
acquisition have been capitalized (see Consolidated Balance Sheets June 30, 2003
and December 31, 2002).

In  July of  2003,  the  Company  entered  into an  agreement  with  two  agents
(collectively the "Agents") for a private placement offering of Units at a price
of CDN$0.16125 per Unit for gross subscription proceeds of up to CDN$4.8 million
(approximately  US$3.6 million).  Each Unit consists of one common share and one
half of one common  share  purchase  warrant.  Each whole  warrant  entitles the
holder to acquire  one common  share for a period of two years from the  closing
date at a price of  CDN$0.215  per  common  share (the  "Warrants").  The use of
proceeds is for general working capital purposes and for incremental  investment
in  sales,  marketing  and  product  development  to  support  execution  of the
Company's  business  plan,  with a focus upon the  Company's  telecommunications
carrier wireless software products and services.

The  Company  believes  that the total  amount  of cash,  cash  equivalents  and
short-term  investments  from  the  above  capitalization  initiatives  will  be
sufficient  to ensure that the Company  remains  funded  through the majority of
2004.  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 June 30, 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


                                       14


<PAGE>


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 our management,  including
the Office of the  President  and Chief  Financial  Officer,  we  evaluated  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  (as defined in Rule 13a-15(e)  under the Securities  Exchange Act of
1934 (the  "Exchange  Act")).  Based  upon that  evaluation,  the  Office of the
President  and Chief  Financial  Officer  concluded  that,  as of the end of the
period  covered by this report,  our  disclosure  controls and  procedures  were
effective in timely alerting them to the material information relating to us (or
our consolidated subsidiaries) required to be included in the reports we file or
submit under the Exchange Act.

(b)  Changes in internal controls

During the fiscal  quarter ended June 30, 2003,  there has been no change in our
internal  control over financial  reporting (as defined in Rule 13a-15(f)  under
the Exchange  Act) that has  materially  affected,  or is  reasonably  likely to
materially affect, our internal control over financial reporting.



Part II. Other Information

Item 1. Legal Proceedings

     None.

Item 2. Changes in Securities and Use of Proceeds

     a)   On July 4, 2003,  the Company  issued  29,473,684  units at a price of
          CDN$0.1425  per  unit for  gross  proceeds  of  $3,000,000  to  Gerald
          Trooien, the majority  shareholder of HiddenMind.  Each Unit consisted
          of one common share and one-half of one common share purchase  warrant
          of the Company. Each whole warrant entitles the holder to purchase one
          common  share  for a period of two years  from the  closing  date at a
          price of CDN$0.19  per common  share.  The common  shares and warrants
          comprising the units are subject to a four month hold period.

     b)   On  July  4,  2003,   the  Company   completed  the   acquisition   of
          substantially all of the business and assets of HiddenMind Technology,
          LLC,  a  wireless  software  company  based  in Cary,  North  Carolina
          ("HiddenMind").  HiddenMind offers a mobile application  platform that
          enables  companies to extend existing date and  applications to mobile
          devices.  Under the terms of the  Acquisition  Agreement dated July 4,
          2003, the Company  acquired such business and assets in  consideration
          for  US$2,031,105.  The purchase price was paid by the Company through
          the  issuance to  HiddenMind  of  14,966,034  units  ("Units")  of the
          Company at a deemed price of Cdn.$0.19 per Unit. Each Unit consists of
          one common share and


                                       15


<PAGE>


          one half of one warrant (a "Warrant"). Each whole Warrant entitles the
          holder to purchase  an  additional  common  share of the Company at an
          exercise price of Cdn.$0.19 until July 4,2005. The transaction will be
          accounted for under the purchase method of accounting.

     c)   On July 4, 2003 and July 14, 2003, the Company issued 22,785,882 units
          and  6,856,232  respectively  for a total of  29,642,114 at a price of
          CDN$0.16125 per unit for gross proceeds of $3,567,007 (CDN$4,779,790).
          Each unit  consisted  of one common  share and  one-half of one common
          share purchase warrant of the Company. Each whole warrant entitles the
          holder to purchase one common share for a period of two years from the
          closing  date at a price of  CDN$0.215  per common  share.  The common
          shares and warrants  comprising  the units are subject to a four month
          hold period. The agent was paid a cash commission equal to 7.5% of the
          gross proceeds from the offering and 2,964,203  warrants (the "Agents'
          Warrants").  Each  Agents'  Warrant  entitle the agent to purchase one
          common share and one-half of one common share purchase warrant for two
          years from the closing date at a price of CDN$0.215  per common share.
          In  addition,  the  Company  issued  300,000  units to the  agent as a
          corporate finance fee.

The sales and  issuances of the shares and  warrants  described in Item 2(a) and
2(b) were exempt from  Securities  Act  registration  pursuant to Rule 506 under
Regulation  D under  the  Securities  Act,  as all  investors  were  "accredited
investors",  as such term in defined in Rule 501(a) of  Regulation  D. The sales
and  issuances  of the  securities  described  in Item 2(c) were  excluded  from
Securities Act registration pursuant to Rule 903(b)(1) of Regulation S under the
Securities Act. The Company was a "foreign  issuer",  as such term is defined in
Regulation  S, and it issued such  securities  outside the United States and not
for the  account  or benefit  of any "U.S.  Person",  as such term is defined in
Regulation S.

Item 3. Defaults upon Senior Securities

          None.

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

          The  Company's  Annual  Meeting of  Shareholders  was held on June 30,
     2003, where the shareholders:

     (i)  appointed   KPMG  LLP,   Chartered   Accountants,   as  the  Company's
          independent auditors for the ensuing year and authorized the Company's
          board of directors to fix the remuneration for such auditors;

    (ii)  approved  setting the size of the Company's board of directors at six,
          subject to increase as may be permitted under the Company Act (British
          Columbia);
   (iii)  approved the special  resolution  authorizing  the  continuance of the
          Company from British Columbia to the federal jurisdiction of Canada;
    (iv)  elected  Thomas Koll, Jim McIntosh,  Lew Turnquist,  Stephen Wu, Jerry
          Meerkatz and Jean-Francoise Heitz as directors of the Company;
     (v)  the ordinary  resolution to approve the purchase of substantially  all
          of the assets of Hiddenmind Technology LLC;
    (vi)  the ordinary  resolution to approve the brokered private  placement of
          US$3,00,000  of units to Gerald  Trooien at a price of CDN$0.1425  per
          unit;
   (vii)  the ordinary  resolution to approve the brokered private  placement of
          up to CDN$5,600,000 of units at a price of CDN$0.16125 per unit;
  (viii)  the  ordinary  resolution  to confirm and  approve the stock  option
          component of the stock option and stock bonus plan of the company;
    (ix)  the ordinary  resolution  to confirm the stock bonus  component of the
          stock option and stock bonus plan of the company;
     (x)  to transact such other business as may properly com before the meeting

          The shareholders voted in the following manner:

          PROPOSAL  1:  To  appoint  KPMG  LLP,  Chartered  Accountants,  as the
          Company's independent auditors for the ensuing year and authorized the
          Company's  board  of  directors  to  fix  the  remuneration  for  such
          auditors.  There were 15,605,190 votes


                                       16


<PAGE>


          cast for the proposal,  201,700 against with 18,125 votes withheld and
          400 abstained votes and 0 broker non-votes.

          PROPOSAL  2: To approve  setting  the size of the  Company's  board of
          directors at six,  subject to increase as may be  permitted  under the
          Company Act (British  Columbia).  There were 15,690,885 votes cast for
          the proposal,  133,130 votes cast against with 1,400  abstained  votes
          and 0 broker non-votes.

          PROPOSAL  3:  To  approve  the  special  resolution   authorizing  the
          continuance  of the  Company  from  British  Columbia  to the  federal
          jurisdiction  of  Canada.  There  were  12,161,274  votes cast for the
          proposal,  231,650 votes cast against with 1,600  abstained  votes and
          3,430,891 broker non-votes.

          PROPOSAL 4: To elect the following  individuals to the Company's board
          of directors:

<TABLE>
      Name                   Votes For       Votes Withheld    Abstained Votes   Broker non-votes
<S>                          <C>             <C>               <C>               <C>
      Thomas Koll            14,781,100      44,315            0                 0

      Jim McIntosh           15,763,575      61,840            0                 0

      Lew Turnquist          15,789,550      35,865            0                 0

      Stephen Wu             15,789,830      35,585            0                 0

      Jerry Meerkatz         15,789,930      35,485            0                 0

      Jean-Francois Heitz    15,772,515      52,900            0                 0
</TABLE>

          PROPOSAL  5: The  ordinary  resolution  to  approve  the  purchase  of
          substantially  all of the assets of Hiddenmind  Technology  LLC. There
          were  12,271,411  votes  cast for the  proposal,  121,305  votes  cast
          against with 1,800 abstained votes and 3,430,899 broker non-votes.

          PROPOSAL 6: The ordinary  resolution  to approve the brokered  private
          placement  of  US$3,00,000  of units to Gerald  Trooien  at a price of
          CDN$0.1425  per  unit.  There  were  10,999,806  votes  cast  for  the
          proposal,  1,393,610 votes cast against with 1,100 abstained votes and
          3,430,899 broker non-votes.

          PROPOSAL 7: The ordinary  resolution  to approve the brokered  private
          placement of up to  CDN$5,600,000  of units at a price of  CDN$0.16125
          per unit. There were 11,075,121 votes cast for the proposal, 1,318,495
          votes cast  against  with 900  abstained  votes and  3,430,899  broker
          non-votes.

          PROPOSAL 8: The ordinary  resolution  to confirm and approve the stock
          option  component  of the stock  option  and stock  bonus  plan of the
          company.  There were  11,98,064  votes cast for the proposal,  595,752
          votes cast  against  with 700  abstained  votes and  3,430,899  broker
          non-votes.

          PROPOSAL  9: The  ordinary  resolution  to  confirm  the  stock  bonus
          component  of the stock  option and stock  bonus plan of the  company.
          There were 11,761,244 votes cast for the proposal,  632,572 votes cast
          against with 700 abstained votes and 3,430,899 broker non-votes.


                                       17


<PAGE>


          PROPOSAL  10: To transact  such other  business as may  properly  come
          before the meeting. There were 15,678,280 votes cast for the proposal,
          138,035  votes cast  against with 9,100  abstained  votes and 0 broker
          non-votes.


Item 5.   Other Information

          a)   On June 18, 2003, Mr. William  "Butch"  Winters was appointed the
               Company's  Executive Vice  President of Enterprise  Solutions and
               member of the Office of the President.

          b)   On July 2, 2003,  the  Company  elected of two new members to its
               board of directors:  Jean-Francois  Heitz, Deputy Chief Financial
               Officer at Microsoft and Jerry  Meerkatz,  former Vice  President
               and General Manager of Enterprise  Mobility  Solutions at Hewlett
               Packard Company to its board.

          c)   On July  4,  2003,  the  Company  completed  the  acquisition  of
               substantially  all of  the  business  and  assets  of  HiddenMind
               Technology, LLC, a wireless software company based in Cary, North
               Carolina  ("HiddenMind").  HiddenMind offers a mobile application
               platform  that  enables  companies  to extend  existing  date and
               applications   to  mobile   devices.   Under  the  terms  of  the
               Acquisition  Agreement  dated July 4, 2003, the Company  acquired
               such business and assets in consideration for  US$2,031,105.  The
               purchase  price was paid by the Company  through the  issuance to
               HiddenMind  of  14,966,034  units  ("Units")  of the Company at a
               deemed price of  Cdn.$0.19  per Unit.  Each Unit  consists of one
               common  share and one half of one  warrant  (a  "Warrant").  Each
               whole  Warrant  entitles  the holder to  purchase  an  additional
               common  share of the  Company at an exercise  price of  Cdn.$0.19
               until July 4,2005.  The  transaction  will be accounted for under
               the purchase method of accounting.

          d)   On July 4, 2003, the Company issued  29,473,684  units at a price
               of CDN$0.1425 per unit for gross proceeds of $3,000,000 to Gerald
               Trooien,  the  majority  shareholder  of  HiddenMind.  Each  Unit
               consisted  of one common  share and  one-half of one common share
               purchase warrant of the Company.  Each whole warrant entitles the
               holder to  purchase  one  common  share for a period of two years
               from the closing  date at a price of CDN$0.19  per common  share.
               The common shares and warrants  comprising  the units are subject
               to a four month hold period.

          e)   On July 4, 2003 and July 14, 2003, the Company issued  22,785,805
               units and 6,856,232  respectively  for a total of 29,642,037 at a
               price of  CDN$0.16125  per unit for gross  proceeds of $3,566,999
               (CDN$4,779,778).  Each unit  consisted  of one  common  share and
               one-half of one common  share  purchase  warrant of the  Company.
               Each whole  warrant  entitles  the holder to purchase  one common
               share for a period of two years from the closing  date at a price
               of CDN$0.215  per common  share.  The common  shares and warrants
               comprising the units are subject to a four month hold period. The
               agent  was  paid a cash  commission  equal  to 7.5% of the  gross
               proceeds from the offering and  2,964,203  warrants (the "Agents'
               Warrants").  Each Agents' Warrant  entitles the agent to purchase
               one  common  share and  one-half  of one  common  share  purchase
               warrant  for two  years  from  the  closing  date  at a price  of
               CDN$0.215  per common  share.  In  addition,  the Company  issued
               300,000 units to the agent as a corporate finance fee.


                                       18


<PAGE>


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.

     2.2 (1) Asset Purchase  Agreement with HiddenMind  Technology LLC dated May
     28, 2003.

     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

     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


                                       19


<PAGE>


     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.

     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


                                       20


<PAGE>


     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

     *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


                                       21


<PAGE>


     *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

     *10.49  (13)  Employment  Agreement  between  the  Corporation  and William
     "Butch" Winters dated June 18, 2003.

     31.1 Section 302 Certifications

     32.1 Section 906 Certifications

     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 May 28,  2003,  the  Company  filed a for 8-K with a press  release
          attached  thereto  announcing  that the Company  had  entered  into an
          acquisition agreement to acquire substantially all of the business and
          assets  of  HiddenMind  Technology,  LLC  ("HiddenMind"),  a  wireless
          software company based in Cary, North Carolina, USA. As well, Infowave
          has entered into a  subscription  agreement  with Jerry  Trooien under
          which Trooien has agreed to subscribe for 29,473,684 units of Infowave
          at a price of CDN $0.1425 per unit for aggregate subscription proceeds
          to Infowave of US$3.0 million.  Mr. Trooien is the controlling  member
          of HiddenMind. Each unit will consist of one Infowave common share and
          a one half of a warrant.


                                       22


<PAGE>


          On June 2, 2003,  the  company  filed a form 8-K with a press  release
          attached  thereto  announcing  that the Company  has  entered  into an
          agreement  with two agents for a private  placement  offering of Units
          (the  "Units")  at  a  price  of   CDN$0.16125   per  Unit  for  gross
          subscription   proceeds  of  up  to   CDN$5,600,000  or  approximately
          US$4,000,000. Each Unit shall consist of one common share and one half
          of one common share purchase warrant.


                                       23


<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: August 14, 2003

                                     INFOWAVE SOFTWARE, INC.


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