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 September 30, 2001

                 [ ] 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 [ ]


           Common shares outstanding at September 30, 2001: 23,411,003


<PAGE>

                             INFOWAVE SOFTWARE, INC.
                             INDEX to the FORM 10-Q
                  For the Nine months Ended September 30, 2001


<TABLE>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                        <C>
PART I.  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

        a)  Consolidated Balance Sheets
            September 30, 2001 and December 31, 2000........................................1

        b)  Consolidated Statements of Operations and Deficit
            For the three months and nine months ended September 30, 2001 and 2000..........2

        c)  Condensed Consolidated Statements of Cash Flows
            For the three months and nine months ended September 30, 2001 and 2000..........3

        d)  Notes to Consolidated Financial Statements......................................4

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS................................................10

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........................13

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS...................................................................13

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS...........................................13

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................................................13

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................13

ITEM 5. OTHER INFORMATION...................................................................14

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................................14

PART III.  SIGNATURES.......................................................................17

</TABLE>



                                        i
<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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



<TABLE>
-----------------------------------------------------------------------------------------------------
                                                                   September 30,       December 31,
                                                                       2001                2000
                                                                    (Unaudited)
-----------------------------------------------------------------------------------------------------
<S>                                                                 <C>                  <C>
Assets
Current Assets:
        Cash and cash equivalents                                   $  640,876           $ 2,368,092
        Short term investments                                         348,112             6,585,852
        Accounts receivable                                          1,810,804               492,097
        Finished goods inventory                                        79,714                93,499
        Prepaid expenses                                               271,354               374,687
-----------------------------------------------------------------------------------------------------
                                                                     3,150,860             9,914,227

Deferred financing costs (note 6)                                    1,231,602                     -
Capital assets (note 7)                                              2,929,814             2,531,122
-----------------------------------------------------------------------------------------------------
                                                                    $7,312,276           $12,445,349
-----------------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Current liabilities:
        Accounts payable and accrued liabilities                    $1,797,238           $ 1,087,536
        Operating loan (note 8)                                      1,479,656                     -
        Deferred revenue                                               343,570               206,347
-----------------------------------------------------------------------------------------------------
                                                                     3,620,464             1,293,883
Shareholders' equity (note 9)
        Share capital
            Authorized: 200,000,000 voting common shares
        (2000: 100,000,000)
            Issued: 23,411,003 (2000: 21,095,458)                   44,039,803            35,148,040
        Deficit                                                    (39,800,707)          (23,765,641)
        Cumulative translation account                                (547,284)             (230,933)
        ---------------------------------------------------------------------------------------------
                                                                     3,691,812            11,151,466
-----------------------------------------------------------------------------------------------------
                                                                    $7,312,276           $12,445,349
-----------------------------------------------------------------------------------------------------
</TABLE>




                                       1
<PAGE>

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



<TABLE>
----------------------------------------------------------------------------------------------------------------------------
                                                             Three months ended                       Nine months ended
                                                      September 30,       September 30,      September 30,     September 30,
                                                          2001                2000                2001             2000
                                                       (Unaudited)         (Unaudited)        (Unaudited)       (Unaudited)
----------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                 <C>               <C>                <C>
Revenues                                              $   923,282         $   509,849       $ 2,654,386        $   745,013

Cost of goods sold                                        161,308              74,468           348,850            132,749
----------------------------------------------------------------------------------------------------------------------------
                                                          761,974             435,381         2,305,536            612,264
Expenses:
  Research and development                              1,124,893             852,567         4,461,215          2,315,132
  Sales and marketing                                   2,287,515           2,231,377         7,548,884          4,893,313
  Administration                                          867,313             825,503         3,335,779          1,895,602
  Restructuring (note 4)                                  472,954                   -         1,226,695                  -
  Depreciation and amortization                           584,757             189,666         1,348,149            446,783
----------------------------------------------------------------------------------------------------------------------------
                                                        5,337,432           4,099,113        17,920,722          9,550,830
----------------------------------------------------------------------------------------------------------------------------
Operating loss from continuing operations               4,575,458           3,663,732        15,615,186          8,938,566

Interest and financing costs                              666,062                   -           666,062                  -
Interest and other income                                 (32,664)           (280,436)         (246,182)          (558,723)

----------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations                         5,208,856           3,383,296        16,035,066          8,379,843

Discontinued operations:
  Loss from operations (note 5)                                 -                   -                 -            473,088
  Loss (gain) on disposal (note 5)                              -            (256,212)                -          1,259,863
----------------------------------------------------------------------------------------------------------------------------
                                                                -            (256,212)                -          1,732,951
----------------------------------------------------------------------------------------------------------------------------
Net loss for the period                                 5,208,856           3,127,084        16,035,066         10,112,794

Deficit, beginning of period                           34,591,851          12,762,483        23,765,641          5,776,773
----------------------------------------------------------------------------------------------------------------------------
Deficit, end of period                                $39,800,707         $15,889,567       $39,800,707        $15,889,567
----------------------------------------------------------------------------------------------------------------------------
Loss (gain) per share, basic and diluted
  Continuing operations                               $      0.22         $      0.16       $      0.70        $      0.43

  Discontinued operations                                       -              ($0.01)                -        $      0.09
----------------------------------------------------------------------------------------------------------------------------
  Net loss                                            $      0.22         $      0.15       $      0.70        $      0.52
----------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding          23,410,587          20,879,845        22,952,322         19,655,539
Adjustment for shares contingently issued                       -             (44,500)                -            (73,208)
----------------------------------------------------------------------------------------------------------------------------
                                                       23,410,587          20,835,345        22,952,322         19,582,331
----------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       2
<PAGE>

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



<TABLE>
--------------------------------------------------------------------------------------------------------------------------
                                                               Three months ended                 Nine months ended
                                                         September 30,    September 30,    September 30,     September 30,
                                                             2001             2000              2001             2000
                                                          (Unaudited)      (Unaudited)      (Unaudited)       (Unaudited)
--------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>              <C>              <C>
Net cash used in continuing operations                   ($4,286,519)     ($6,535,783)     ($14,140,197)    ($11,408,843)
Net cash from (used in) discontinued operations                    -          292,869                 -         (824,050)
--------------------------------------------------------------------------------------------------------------------------
                                                          (4,286,519)      (6,242,914)     (14, 140,197)     (12,232,893)
Cash flows from (used in) investing activities:
      Proceeds from sale of imaging division                       -        1,322,774                 -        1,322,774
      Redemption (purchase) of short term
          investments                                      1,787,863         (126,548)        6,079,073       (6,696,979)
      Purchase of capital assets                            (441,401)        (503,831)       (2,181,341)      (2,355,845)
--------------------------------------------------------------------------------------------------------------------------
                                                           1,346,462          692,395         3,897,732       (7,730,050)
Cash flows from (used in) financing activities:
      Proceeds from operating loan                         1,510,701                -         1,510,701                -
      Deferred financing costs                              (249,257)               -          (249,257)               -
      Issuance of shares and warrants for cash,
          net of issue costs                                  (2,263)         558,532         7,328,865       22,608,375
--------------------------------------------------------------------------------------------------------------------------
                                                           1,259,181          558,532         8,590,309       22,608,375

Effect of foreign exchange rates on cash and cash
      equivalents held in a foreign currency                 (60,713)        (103,735)          (75,060)        (196,736)
--------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents          (1,741,589)      (5,095,722)       (1,727,216)       2,448,696

Cash and cash equivalents, beginning of period             2,382,465       11,903,508         2,368,092        4,359,090
--------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                 $   640,876       $6,807,786        $  640,876       $6,807,786
--------------------------------------------------------------------------------------------------------------------------
Supplemental information:
      Warrants issued for financing costs (note 8)       $ 1,613,096                -        $1,613,096                -
      Shares issued for share subscription                         -                -                 -       $  537,666
      receivable
--------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       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 September 30,
2001 and for all periods presented, have been included.  Interim results for the
three-month and nine-month  periods ended September 30, 2001 are not necessarily
indicative of the results that may be expected for the fiscal year as a whole.

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 11,
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,
2000 except, for Canadian GAAP purposes, the change in the method of calculation
of basic and fully diluted per share amounts discussed in note 3.

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, 2000.

2.   Continuing operations

These  financial  statements  have been prepared on a going concern  basis.  The
Company has experienced  significant  operating losses for the nine month period
ended September 30, 2001 and in prior years and has a working capital deficit of
$469,604  as at  September  30,  2001.  To date the  Company  has  financed  its
continuing  operations  through  sales,  the issuance of common  shares and more
recently  from a credit  facility  provided  by the  Company's  Chief  Executive
Officer (see note 8). Continuing  operations of the Company will depend upon the
successful  completion of external  financing  arrangements  and  ultimately the
attainment of profitable operations.

As at September 30, 2001, the Company has a further  $3,520,344  available under
the credit facility provided by the Company's Chief Executive  Officer.  Amounts
drawn down are due  January  23,  2002.  The  Company  plans to continue to seek
further  financing  and is  currently  working to  complete a private  placement
offering  as  described  in note  9(b).  There can be no  guarantee  that such a
financing will occur.  In addition,  the Company has undertaken a  restructuring
program  (see  note 4) in  order  to  reduce  its  expenditures  and  streamline
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.

3.   Loss per share

Effective  January 1, 2001,  the Company  adopted the new  accounting  standard,
Handbook Section 3500 - Earnings per Share,  issued by the Canadian Institute of
Chartered Accountants ("CICA"). For the Company, the new Section does not affect
the  calculation of basic earnings per share amounts but does affect diluted per
share  amounts.  Section 3500 requires the use of the treasury  stock method for
calculating the dilutive effect of outstanding warrants and options and requires
disclosure of a  reconciliation  of the numerator and  denominator  of basic and
fully diluted per share  calculations.  The new section also requires disclosure
of  any  potentially  dilutive  securities  that  are  currently  anti-dilutive.
Dilutive securities such as stock options and warrants



                                       4
<PAGE>

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



are included in the  calculation of diluted per share amounts only if the market
price of the underlying common shares exceeds the exercise price. This change in
accounting  policy has been applied  retroactively  and has had no effect on per
share amounts reported in prior periods.

Basic loss per share has been  calculated  using the weighted  average number of
common  shares  outstanding.   For  purposes  of  the  weighted  average  shares
outstanding for the nine months ended September 30, 2000,  shares held in escrow
pursuant to the employee  incentive  plan are excluded from the  calculation  as
they are considered contingently issuable. Diluted loss per share amounts do not
differ as the effect of outstanding options and warrants is anti-dilutive.

As at September 30, 2001,  the Company had 6,234,589  stock options  outstanding
with exercise prices ranging from $0.40 CAD to $64.50 CAD and 4,863,473 warrants
outstanding  with exercise prices ranging from $1.10 CAD to $32.50 CAD. Of these
stock options and warrants,  3,272,102  options and 4,863,473  warrants were not
included  in the  diluted  per share  calculations  for the three  months  ended
September  30, 2001 as their  exercise  prices  exceeded the market value of the
underlying  shares  (2,055,523  options and 3,510,455  warrants excluded for the
nine months ended September 30, 2001).

4.   Restructuring expense

During  the nine  months  ended  September  30,  2001 the  Company  completed  a
restructuring  that  included  employee  severance  payments of $470,430,  lease
termination  costs  of  $468,680  and  write-downs  of  unrecoverable  leasehold
improvements of $287,585.  The comparable costs for the three-month period ended
September 30, 2001 are $456,274, $16,680 and nil, respectively. Accounts payable
and accrued  liabilities  included  $176,700 related to these costs at September
30, 2001.

5.   Discontinued operations

Discontinued  operations  include the results of operations and loss on disposal
of the former imaging division. The disposition was recognized as a discontinued
operation at March 31, 2000 and the final sale was effective on August 31, 2000.

6.   Deferred financing costs

As of September 30, 2001 the Company has incurred $242,609 of costs with respect
to its prospective  financing (note 9(b)). These costs have been recognized as a
deferred  financing  cost and will be applied as a reduction  to the proceeds of
the  financing  during the period in which the  financing is  completed.  If the
Company  does  not  proceed  with the  financing  in  substantially  the form as
currently  contemplated,  these costs will be charged to  operations  during the
period in which  this  determination  is made.  The  Company  has also  incurred
financing costs with respect to the operating loan as described in note 8. These
costs are being amortized against income over the term of the facility.

7.   Capital assets

<TABLE>
===============================================================================================================
                                                                               Accumulated           Net Book
September 30, 2001 (unaudited)                                Cost             Depreciation           Value
---------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>                 <C>
Computer equipment and software                           $3,908,459           $1,850,478          $2,057,981
Leasehold improvements                                       432,229               88,487             343,742
Office equipment                                             603,186              124,177             479,009
Software licenses and purchased source code                  194,553              145,471              49,082
---------------------------------------------------------------------------------------------------------------
                                                          $5,138,427           $2,208,613          $2,929,814
===============================================================================================================
</TABLE>



                                       5
<PAGE>

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



<TABLE>
===============================================================================================================
                                                                               Accumulated           Net Book
December 31, 2000                                            Cost             Depreciation           Value
---------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>                 <C>
Computer equipment and software                           $2,232,198             $751,546          $1,480,652
Leasehold improvements                                       481,866               36,701             445,165
Office equipment                                             597,013               67,481             529,532
Software licenses and purchased source code                  204,927              129,154              75,773
---------------------------------------------------------------------------------------------------------------
                                                          $3,516,004             $984,882          $2,531,122
===============================================================================================================
</TABLE>


8.   Operating loan

The Company has entered into an  agreement  with Thomas  Koll,  Chief  Executive
Officer of the Company,  for a credit  facility in the amount of $5 million.  As
part of the  agreement,  Koll will also subscribe for a $1 million lead order in
the  Company's  next  equity  financing.  The  Company  may draw down the credit
facility at its  discretion and the principal  outstanding  under the loan bears
interest at a rate of 8% per annum, payable at maturity.  The loan is secured by
a first  charge on all of the assets of the  Company  and is due and  payable on
demand on or after January 23, 2002.

As  consideration  for providing the credit  facility,  the Company granted Koll
warrants to  purchase  up to  3,510,455  common  shares at a price of  CDN$1.10,
exercisable for three years.  The fair value of these warrants of $1,613,096 has
been  recognized as a deferred  financing  cost and is being  amortized over the
term of the  operating  loan.  The  issuance of the warrants was approved by the
Company's  shareholders  on September  26, 2001 and is subject to receipt of all
applicable regulatory approvals.  The Company also agreed to pay Koll $50,000 as
reimbursement  for his legal  expenses  incurred  with respect to the  operating
loan.

9.   Shareholders' equity

(a)  On February 22, 2001 the Company issued  2,272,728 units (the "Units") at a
     price  of  $3.62  (CDN$5.50)  per Unit for  gross  proceeds  of  $8,217,500
     (CDN$12,500,000).  Each Unit is  comprised of one common share and one-half
     of one common share purchase  warrant (the "Warrant") of the Company.  Each
     whole Warrant entitles the holder to purchase one common share for a period
     of 18 months from closing at a price equal to $4.71 (CDN$7.15) per share.

(b)  On July 27,  2001,  the  Company  entered  into an  Agency  Agreement  (the
     "Agreement") with a US and a Canadian  investment dealer (the "Agents") for
     a private placement  offering of up to US$15,000,000 of special warrants on
     a best efforts basis.

     The  special  warrants  are  exercisable,  without  payment  of  additional
     consideration, for units each comprised of one common share and one-half of
     a common  share  purchase  warrant.  Each unit will be issued for a closing
     price  equal  to the  lower  of (a)  CDN$0.69  and (b) 85% of the  weighted
     average of the trading prices of the Company's common shares on the TSE for
     the five trading days preceding the closing of the private placement.

     Each whole purchase  warrant will entitle the holder to purchase one common
     share for a period of three years at a price that  represents a 30% premium
     to the private  placement closing price. The Company has the right to force
     conversion of the purchase  warrants  thirty days after  providing  written
     notice  that the  closing  price for its  common  shares  has  equalled  or
     exceeded  Cdn.$9.00 for 20 consecutive  trading days. The purchase warrants
     will also contain provisions for cashless exercise.



                                       6
<PAGE>

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



     The agents will be paid a cash commission equal to 7% of the gross proceeds
     of the private  placement and agents'  warrants  entitling them to purchase
     such number of units equal to 7.5% of the special  warrants  sold under the
     private  placement  at a price  equal to the  closing  price of the special
     warrants divided by 0.85.

(c)  On September 26, 2001 the Company held an extraordinary  general meeting of
     members at which time the  shareholders  approved an increase in the number
     of shares  issuable  under the Company's  Stock Option Plan from  7,040,045
     Common Shares to 8,568,679 Common Shares. The shares underlying this option
     pool increase cannot be issued until the Company closes a private placement
     of minimum US$5,000,000. On September 27, 2001 the Company issued 1,281,400
     stock  options to  employees at an exercise  price of C$0.40 per share.  No
     options  in this  series of grants  will vest  prior to the  closing of the
     above stated private placement.


10.  Contingency

The  Company  has  received a letter  dated  September  17,  2001 from  Glenayre
Electronics,   Inc.  ("Glenayre")  informing  Infowave  that  Glenayre  requires
indemnity under certain agreements  Infowave has with Glenayre.  The Company has
previously  developed  and supplied  technology  to Glenayre.  After an internal
investigation, and consultation with outside counsel, based upon the description
provided by Glenayre in relation to its need for indemnity, the Company believes
that the  technology  Infowave  developed  and  supplied  to  Glenayre  does not
infringe the intellectual property rights of any third party and therefore,  any
costs associated with indemnification, if required, will not be material.





                                       7
<PAGE>

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



11.  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 13 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 September 30, 2001.
The following are the material  measurement  differences from GAAP in the United
States as they relate to the Company's September 30, 2001 financial statements:

(a)  Net loss and net loss per share:

<TABLE>
----------------------------------------------------------------------------------------------------------------------
                                                               Three months ended              Nine months ended
                                                              September     September        September     September
                                                              30, 2001      30, 2000         30, 2001       30, 2000
                                                             (unaudited)    (unaudited)     (unaudited)    (unaudited)
----------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>            <C>             <C>            <C>
Loss from continuing operations in accordance with
  Canadian GAAP                                              $5,208,856     $3,383,296      $16,035,066    $8,379,843
Adjustment for stock-based compensation relating to
  stock options issued to non-employees                               -          1,755          123,730         5,300
Adjustment for stock-based compensation relating to
  escrow shares                                                       -          3,075                -         9,793
----------------------------------------------------------------------------------------------------------------------
Loss from continuing operations in accordance with
  United States GAAP                                          5,208,856      3,388,126       16,158,796     8,394,936
Discontinued operations                                               -       (256,212)               -     1,732,951
----------------------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP               $5,208,856     $3,131,914      $16,158,796   $10,127,887
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding in
  accordance with Canadian and United States GAAP            23,410,587     20,835,345       22,952,322    19,582,331
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
Loss (gain) per share, basic and diluted:
  Continuing operations                                      $     0.22     $     0.16      $      0.70   $      0.43
  Discontinued operations                                             -         ($0.01)               -   $      0.09
----------------------------------------------------------------------------------------------------------------------
      Net loss                                               $     0.22     $     0.15      $      0.70   $      0.52
----------------------------------------------------------------------------------------------------------------------
Comprehensive loss:
  Net loss in accordance with United
    States GAAP                                              $5,208,856     $3,131,914      $16,158,796   $10,127,887
  Other comprehensive loss (income):
    Foreign currency translation adjustment                     226,180        263,064          316,351       413,185
----------------------------------------------------------------------------------------------------------------------
                                                             $5,435,036     $3,394,978      $16,475,147   $10,541,072
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>

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



11.  United States generally accepted accounting principles (continued)

(b)  Balance sheet:

<TABLE>
-----------------------------------------------------------------------------------------------------------
                                                                        September 30,         December 31,
                                                                                2001                  2000
                                                                           (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                                                            $ 7,312,276          $12,445,349
-----------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------
                                                                        September 30,         December 31,
                                                                                2001                  2000
                                                                           (unaudited)
-----------------------------------------------------------------------------------------------------------
Shareholders' Equity
Share capital in accordance with Canadian GAAP                           $44,039,803          $35,148,040
     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              605,967
     Additional paid in capital related to escrow shares                     107,077              107,077
     Deferred compensation related to stock options issued
         to non-employees                                                     (2,756)            (211,454)
-----------------------------------------------------------------------------------------------------------
Share capital in accordance with United States GAAP                       45,208,392           36,192,899
-----------------------------------------------------------------------------------------------------------
Deficit in accordance with Canadian GAAP                                 (39,800,707)         (23,765,641)
     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                           (516,655)            (392,925)
     Cumulative effect of stock based compensation relating
         to escrow shares                                                   (101,474)            (101,474)
-----------------------------------------------------------------------------------------------------------
Deficit in accordance with United States GAAP                            (40,608,076)         (24,449,280)
-----------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with Canadian GAAP             (547,284)            (230,933)
     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                                                            (908,504)            (592,153)
-----------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with U.S. GAAP                        $ 3,691,812          $11,151,466
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       9
<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, 2000  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.


Quarter ended September 30, 2001 compared to the second quarter of 2001 and the
third quarter of 2000

Third quarter  revenues were $923,282,  representing a 6% increase from revenues
of $873,340 in the second  quarter of 2001 and an 81% increase  from revenues of
$509,849 in the third quarter of 2000. For the period, 2% of revenue was derived
under the software  development and licensing  agreement with Intel  Corporation
compared to 74% in the same period last year. Gross margins in the third quarter
of 2001 were 83% as the Company now includes sales commissions, along with costs
of packaging and royalties, in the Cost of Goods Sold calculation. Gross margins
have  been  restated  for  comparative  purposes  to 89% from 98% for the  prior
quarter and to 85% from 97% in the third quarter of 2000.

Total  expenses for the third quarter ended  September 30, 2001 were  $5,337,432
compared to $6,857,597  for the quarter ended June 30, 2001 and  $4,099,113  for
the quarter  ended  September 30, 2000.  Third quarter 2001 expenses  included a
$472,954  charge  related to the Company's  restructuring  initiative,  which is
comprised  primarily of employee  severance.  In absence of this  charge,  total
expenses decreased 20% from the second quarter ended June 30, 2001 and increased
19% from the third quarter of 2000.  The decrease in expenses from June 30, 2001
to September  30, 2001 is  attributable  to reduced  payroll,  contract  labour,
travel and entertainment  expenses.  The increase in expenses from September 30,
2000 to  September  30, 2001 is  primarily  due to an  increase in research  and
development  costs and an increase in depreciation and  amortization  related to
the acquisition of capital assets during the year.

Total  research and  development  expenses for the third quarter of 2001 totaled
$1,124,893,  representing a decrease of 36% from second quarter 2001 expenses of
$1,767,385  and an increase of 32% from third quarter 2000 expenses of $852,567.
Total  research and  development  headcount  was 52 at the end of September  30,
2001,  85 at the end of June 30, 2001 and 58 at the end of  September  30, 2000.
The decrease in headcount from the previous quarter to the


                                       10
<PAGE>

current  quarter is  attributable  to the impact of the company's  restructuring
initiative,  which began at the end of the second quarter and is responsible for
the commensurate decrease in expenses.  The increase in expenses, as compared to
the third quarter 2000, is a result of growth in the use of contract developers,
increased salary expense and increased facilities costs.

Sales and  marketing  expenses  of  $2,287,515,  for the third  quarter of 2001,
decreased 11% from  $2,558,625  in the previous  quarter ended June 30, 2001 and
increased 3% from $2,231,377 in the comparable quarter ended September 30, 2000.
(All amounts have been restated,  with sales commissions  reallocated from Sales
and marketing expense to cost of goods sold). Sales and marketing  headcount was
62 at September 30, 2001 compared to 82 at June 30, 2001 and 53 at September 30,
2000. The decrease in expenses from the second  quarter of 2001 is  attributable
to  reductions  in  headcount,   web  costs,  exhibit  fees  and  other  related
initiatives, offset by increased travel, entertainment and infrastructure costs.
The increase in expenses from the third quarter of 2000 is a result of increased
salary  cost  due  to  the  increased  headcount,   partially  offset  by  lower
advertising and recruiting costs.

Administration  expenses for the third  quarter  ended  September  30, 2001 were
$867,313, a decrease of 34% from $1,325,377 in the second quarter of 2001 and an
increase of 5% from $825,503 in the comparable quarter ended September 30, 2000.
Expenses  decreased from the second  quarter  primarily as a result of decreased
salary expense, offset by increased legal fees, professional fees and allowances
for doubtful accounts.  Expenses were effectively flat between the third quarter
of 2001 and the third quarter of 2000.

Depreciation  and  amortization  costs totaled  $584,757 in the third quarter of
2001  compared  to $452,469  in the second  quarter of 2001 and  $189,666 in the
third  quarter  of  2000.  The  increases  are  attributable  to  capital  asset
acquisitions during the year.

Interest and other income for the third quarter of 2001 was $32,644  compared to
$80,718 in the  previous  quarter  and  $280,436  in the third  quarter of 2000.
Fluctuations between this quarter and prior quarters are attributable to changes
in cash and short-term  investment balances as well as to a decrease in interest
rates offered on short-term  investments.  The company also charged  $666,062 of
interest  and  financing  costs  during the  quarter,  primarily  consisting  of
amortization  of the fair  value of  warrants  granted as  compensation  for the
credit facility as described in Note 8 to the financial  statements and interest
costs associated with the utilization of the credit facility.


Nine months ended September 30, 2001 compared to nine months ended September 30,
2000

Total revenues for the nine months ended  September 30, 2001,  were  $2,654,386,
which  represents a 256% increase  over  revenues of $745,013 in the  comparable
period  ended  September  30, 2000.  For the period,  22% of revenue was derived
under the software  development and licensing  agreement with Intel  Corporation
compared  to 50% in the same  period  last  year.  Gross  margins  of 87% in the
current  period  were higher than gross  margins of 82% in the  comparable  2000
period as a result of a significant one-time hardware sale in 2000.

Operating expenses for the nine months ended September 30, 2001 were $17,920,722
compared to $9,550,830  for the same period ended  September 30, 2000.  Research
and Development expenses of $4,461,215 increased 93% over $2,315,132 in the 2000
period  as a  result  of  an  increase  in  salaries  and  infrastructure  costs
associated with increased headcount during the first and second quarters of 2001
and the  expanded  use of  contract  developers.  Sales and  marketing  costs of
$7,548,884  increased  54%  over  $4,893,313  in  the  comparable  2000  period,
consistent  with growth in  headcount  during the first half of 2001,  partially
offset by  reduced  advertising  and  other  marketing  expense.  Administration
expenses of $3,335,779  increased 76% over  $1,895,602  in the  comparable  2000
period  largely  due to the  increase  in  salary  expense  associated  with the
addition of the CEO, professional fees to support business development and other
corporate activities.  Also included in operating expenses at September 30, 2001
are restructuring charges of $1,226,695.




                                       11
<PAGE>

Depreciation and  amortization  increased to $1,348,149 in the first nine months
of  2001  compared  to  $446,783  in  the  comparable  2000  period  due  to the
depreciation of capital assets purchased during the last quarter of 2000 and the
first nine months of 2001. The additions  during this period included  equipment
for additional headcount and software licenses and the purchase and installation
of a customer relationship management system.

Interest  income  decreased  from  $558,723 at the end of September  30, 2000 to
$246,182 at the end of  September  30, 2001,  as a result of declining  interest
rates and changes to cash and short-term  investment balances.  The company also
charged  $666,062 of Interest and financing costs during the period primarily as
a  result  of  amortization  of the  fair  value  of  the  warrants  granted  as
compensation  for the credit  facility as described  in Note 8 to the  financial
statements  and interest  costs  associated  with the  utilization of the credit
facility.


Liquidity and Capital Resources

At September  30, 2001 the Company's  cash and  short-term  investment  balances
totaled $988,988,  compared to $8,953,944 at December 31, 2000.  Working capital
decreased  from  $8,620,344 to a deficiency of $469,604  during the period.  The
decrease in working  capital is attributed to the funding of operations  and the
purchase of capital  assets,  and the utilization of $1,479,656 of the Company's
$5 million  credit  facility.  Accounts  receivable  increased  from $492,097 at
December 31, 2000 to  $1,810,804,  at September 30, 2001,  due to an increase in
sales  activity at the end of the quarter and extended  payment  terms of larger
accounts.  Prepaid  expenses  decreased  from  $374,687 at December  31, 2000 to
$271,354 at September  30, 2001 as a result of the  recognition  of expenses for
events attended during the nine months ended September 30, 2001.

Capital assets increased from $2,531,122 to $2,929,814 from December 31, 2001 to
September  30,  2001 as a  result  of  acquisitions  of  equipment  to meet  the
requirements of additional  headcount and the purchase of software  licenses and
the implementation of a customer relationship management system.

The company has deferred financing costs of $1,231,602  comprised of $292,609 of
costs  incurred  with  respect to its  prospective  financing  (note 9(b) to the
financial  statements)  which will applied as a reduction to the proceeds of the
financing  during the period in which the  financing is  completed  and non-cash
financing  costs of $938,993  with  respect to the  warrants  granted  under the
credit  facility  agreement as described in Note 8 to the  financial  statements
which are being amortized against income over the term of the facility.

At September 30, 2001 the Company's  primary  sources of liquidity  consisted of
cash and  short-term  investments  and a line of credit of  $5,000,000, of which
approximately  $1,500,000 has been drawn,  which is secured by a first charge on
all assets of the Company.

The Company has also entered into an Agency  Agreement  with a US and a Canadian
investment  dealer for a private  placement  offering of between  $5,000,000 and
$15,000,000 of special warrants. If the private placement is not completed,  the
Company  will  have  sufficient  cash  and  short-term  investments  to fund its
operations  through 2001,  thereafter  the Company will need to seek  additional
sources  of  funding.   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 Company's operations.  To the extent
that such  financing  is  available,  it may result in  substantial  dilution to
existing shareholders.



                                       12
<PAGE>

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 September 30, 2001, the Company has not engaged
in any derivative  hedging  activities on foreign currency  transactions  and/or
balances.  Although 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.


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     The Company has received a letter dated  September  17, 2001 from  Glenayre
     Electronics,  Inc.  ("Glenayre")  informing Infowave that Glenayre requires
     indemnity under certain agreements Infowave has with Glenayre.  The Company
     has  previously  developed and supplied  technology  to Glenayre.  After an
     internal  investigation,  and consultation with outside counsel, based upon
     the description provided by Glenayre in relation to its need for indemnity,
     the Company believes that the technology Infowave developed and supplied to
     Glenayre does not infringe the  intellectual  property  rights of any third
     party and therefore, that the Company does not need to indemnify Glenayre.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     a.   On July 24, 2001 the Company  entered  into an  agreement  with Thomas
          Koll, the Company's Chief Executive Officer,  for a credit facility in
          the amount of $5 million.  As  consideration  for providing the credit
          facility, the Company agreed to grant Mr. Koll warrants to purchase up
          to 3,510,455 of the Company's common shares exercisable at a price per
          share of Cdn$1.10 for a period of three years.

          These   securities   were  issued   pursuant  to  an  exemption   from
          registration   available  under  Rule  506  of  Regulation  D  of  the
          Securities Act of 1933, as amended (the "Securities  Act"). In relying
          upon  such  exemption  the  purchaser   represented  and  the  Company
          reasonably believed that he was an "accredited investor" as defined by
          Rule 501 of Regulation D of the Securities Act.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.


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

     The Company held an Extraordinary Meeting of Members on September 26, 2001,
     where the  shareholders (i) approved the issuance of up to 3,510,455 common
     shares to Mr. Thomas Koll,  (ii) approved a private  placement of a minimum
     of US$5,000,000 and a maximum of US$15,000,000, (iii) approved an amendment
     to the Company's  Articles of Memorandum  increasing the quorum requirement
     for a General Meeting of Members to 25% of issued shares,  (iv) approved an
     amendment to the Company's Articles of Memorandum increasing the authorized
     capital of the Company to 200,000,000  Common Shares,  and (v) approved the
     number of Common Shares  issuable  under the  Company's  Stock Option Plan,
     with the shareholders voting in the following manner:



                                       13
<PAGE>

     PROPOSAL 1: To approve the  possible  issuance  of up to  3,510,455  common
     shares to Mr.  Thomas Koll,  President and Chief  Executive  Officer of the
     Company upon exercise of warrants  granted to Mr. Koll in connection with a
     US$5,000,000  credit facility  established by him in favour of the Company.
     There  were  3,940,788  votes  cast for the  proposal,  46,265  votes  cast
     against, 2,500 votes abstained and 1,165,454 broker non-votes.

     PROPOSAL 2: To approve a private placement of a minimum of US$5,000,000 and
     a maximum of US$10,000,000 (as may be increased up to US$5,000,000 to up to
     US$15,000,000)  of  Special  Warrants  and to  authorize  one or more other
     private  placements on terms not less favourable than the private placement
     of  Special  Warrants,  provided  that  the  total  amount  of the  private
     placement of Special  Warrants and all such other private  placements shall
     not exceed US$15,000,000. There were 3,730,684 votes cast for the proposal,
     270,285 votes cast  against,  1,100 votes  abstained  and 1,165,938  broker
     non-votes.

     PROPOSAL  3:  To  approve  and  amendment  to  the  Company's  Articles  of
     Memorandum  increasing  the  quorum  requirement  for a General  Meeting of
     Members  from 10% to 25% of the issued  shares of the  Company.  There were
     3,928,434 votes cast for the proposal, 73,635 votes cast against, 500 votes
     abstained and 1,165,438 broker non-votes.

     PROPOSAL 4: To approve an amendment to the Company's Articles of Memorandum
     increasing the authorized  capital from  100,000,000 to 200,000,000  Common
     Shares without par value. There were 5,044,877 votes cast for the proposal,
     120,630 votes cast against, 2,500 votes abstained and 0 broker non-votes.

     PROPOSAL 5: To approve an increase in the number of Common Shares issued in
     the past and issuable in the future under the  Company's  Stock Option Plan
     from  7,040,045  Common  Shares to  8,568,679  Common  Shares.  There  were
     3,678,304  votes cast for the proposal,  321,765 votes cast against,  2,500
     votes abstained and 1,165,438 broker non-votes.


ITEM 5.  OTHER INFORMATION

     Scot Land resigned as a director of the Company as of September 6, 2001.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

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


                                       14
<PAGE>

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

     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



                                       15
<PAGE>

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

   *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

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

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

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

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

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

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

    99.1            Private Securities Litigation Reform Act of 1995 - Safe
                    Harbor for Forward-Looking Statements
----------------------
*    Indicates management contract.
(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.

     (b)  Reports on Form 8-K

     The Company filed an 8-K on July 13, 2001,  attaching the Company's earning
release for the second quarter of 2001.



                                       16
<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:    November 14, 2001

                                        INFOWAVE SOFTWARE, INC.

                                        /s/ Thomas Koll
                                        ---------------------------------------
                                        Thomas Koll
                                        Chief Executive Officer


                                        /s/ Todd Carter
                                        ---------------------------------------
                                        Todd Carter
                                        Chief Financial Officer






                                       17
<PAGE>


                                 EXHIBIT INDEX

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

     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.

<PAGE>

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

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

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

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

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

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

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

    99.1            Private Securities Litigation Reform Act of 1995 - Safe
                    Harbor for Forward-Looking Statements
----------------------
*    Indicates management contract.
(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.