UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

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

                  for the quarterly period ended March 31, 2000

[ ]  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.)

                        Suite 188 - 4664 Lougheed Highway
                           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 MARCH 31, 2000: 19,089,373


<PAGE>

                             INFOWAVE SOFTWARE, INC.

                             INDEX to the FORM 10-Q

                    For the Three Months Ended March 31, 2000

<TABLE>

<S>                                                                                             <C>
Part I.  Financial Information

Item 1.  Financial Statements

         a)  Balance Sheets
             March 31, 2000 and December 31, 1999.................................................3

         b)  Statements of Operations and Deficit
             For the three months ended March 31, 2000 and 1999...................................4

         c)  Condensed Statements of Cash Flows
             For the three months ended March 31, 2000 and 1999...................................5

         d)  Notes to Financial Statements........................................................6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.....................................................11

Item 3.  Quantitative and Qualitative Disclosures About Market Risk..............................15


Part II. Other Information

Item 1.  Legal Proceedings.......................................................................16

Item 2.  Changes in Securities and Use of Proceeds...............................................16

Item 3.  Defaults upon Senior Securities.........................................................17

Item 4.  Submission of Matters to a Vote of Security Holders.....................................17

Item 5.  Other Information.......................................................................17

Item 6.  Exhibits and Reports on Form 8-K........................................................17


Part III.  Signatures............................................................................18
</TABLE>



                                      -2-
<PAGE>

Part I.  Financial Information

Item 1.  Financial Statements


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


<TABLE>
=====================================================================================================
                                                                 March 31, 2000     December 31, 1999
                                                                   (Unaudited)
-----------------------------------------------------------------------------------------------------
<S>                                                                 <C>                   <C>
Assets

Current Assets:
        Cash and cash equivalents                                   $3,417,919            $4,359,090
        Accounts receivable                                          1,342,660             1,916,961
        Inventory (note 5)                                             628,530               588,981
        Prepaid expenses and deposits                                  144,932               170,662
-----------------------------------------------------------------------------------------------------
                                                                     5,534,041             7,035,694

Capital assets (note 6)                                              1,577,260               984,698

Deferred charges                                                        24,144                34,100

-----------------------------------------------------------------------------------------------------
                                                                    $7,135,445            $8,054,492
=====================================================================================================

Liabilities and Shareholders' Equity

Current liabilities:
        Accounts payable and accrued liabilities                    $1,906,657            $1,014,673

Shareholders' equity

        Share capital                                               13,922,875            12,526,949
            Authorized: 100,000,000 voting common shares
            Issued: 19,089,373 (1999 - 18,297,470)
        Deficit                                                     (8,934,351)           (5,776,773)
        Cumulative Translation Account                                 240,264               289,643
        ---------------------------------------------------------------------------------------------
                                                                     5,228,788             7,039,819

-----------------------------------------------------------------------------------------------------
                                                                    $7,135,445            $8,054,492
=====================================================================================================
</TABLE>





                                      -3-
<PAGE>

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


<TABLE>
=================================================================================================
                                                                        Three months ended
                                                                 March 31, 2000     March 31, 1999
                                                                   (Unaudited)        (Unaudited)
-------------------------------------------------------------------------------------------------
<S>                                                               <C>                <C>
Revenues:
        Sales                                                     $   102,434        $   117,640
        Cost of Goods Sold                                                369             18,875
        -----------------------------------------------------------------------------------------
                                                                      102,065             98,765
Expenses:
        Research and Development                                      610,337            224,025
        Sales and Marketing                                         1,036,405            267,247
        General and Administrative                                    424,080            178,375
        Depreciation and Amortization                                  87,584             37,433
-------------------------------------------------------------------------------------------------
                                                                    2,158,406            707,080
-------------------------------------------------------------------------------------------------
Operating loss from continuing operations                           2,056,341            608,315

Other income (expenses):
        Interest and other income                                      46,851             11,341
        Foreign exchange                                               13,782              4,820
        -----------------------------------------------------------------------------------------
                                                                       60,633             16,161
-------------------------------------------------------------------------------------------------
Loss from continuing operations                                     1,995,708            592,154

Discontinued operations:
           Loss (earnings) from operations (note 4)                   486,870           (174,724)
           Estimated loss on disposal (note 4)                        675,000                  -
-------------------------------------------------------------------------------------------------
Net loss for the quarter                                            3,157,578            417,430

Deficit, beginning of quarter                                       5,776,773          2,488,522
-------------------------------------------------------------------------------------------------
Deficit, end of quarter                                           $ 8,934,351        $ 2,905,952
=================================================================================================

Loss (earnings) per share
                  Continuing operations                           $      0.11        $      0.04
                  Discontinued operations                         $      0.06        $     (0.01)
-------------------------------------------------------------------------------------------------
                  Net loss                                        $      0.17        $      0.03
=================================================================================================

Weighted average number of shares outstanding                      18,836,313         15,225,999
=================================================================================================
</TABLE>




                                      -4-
<PAGE>

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



<TABLE>
=================================================================================================
                                                                        Three months ended
                                                                March 31, 2000     March 31, 1999
                                                                  (Unaudited)        (Unaudited)
-------------------------------------------------------------------------------------------------
<S>                                                              <C>                     <C>
Net cash provided by (used in) continuing operations             ($1,142,314)            106,058
Net cash provided by (used in) discontinued
                operations                                          (436,013)            231,327
-------------------------------------------------------------------------------------------------
Total cash flows provided by (used in) operations                 (1,578,327)            337,385

Cash flows from investing activities:
         Purchase of capital assets                                 (730,897)           (100,063)

Cash flows from financing activities:
         Issuance of shares for cash, net of issue costs           1,398,635             120,966

Foreign exchange gain (loss) on cash and cash
          equivalents held in a foreign currency                     (30,582)             73,746

-------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                    (941,171)            432,034

Cash and cash equivalents, beginning of quarter                    4,359,090           1,047,319

-------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of quarter                         $3,417,919          $1,479,353
=================================================================================================
</TABLE>










                                      -5-
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                          Notes to Financial Statements
                                   (Unaudited)


1.   Basis of presentation

     The  accompanying   unaudited  financial  statements  do  not  include  all
information  and footnote  disclosures  required under Canadian or United States
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments   (consisting  solely  of  normal  recurring  accruals)   considered
necessary  for a  fair  presentation  of  the  financial  position,  results  of
operations  and cash flows as at March 31, 2000 and for all  periods  presented,
have been included.

     The  unaudited  balance  sheet,  statement  of  operations  and deficit and
condensed statement of cash flows have been prepared in accordance with Canadian
generally  accepted  accounting  principles for interim  financial  information.
Except  as  disclosed  in note 8,  these  financial  statements  comply,  in all
material respects,  with generally accepted accounting  principles in the United
States.

     Interim  results  for  the  three  months  ended  March  31,  2000  are not
necessarily  indicative  of the results that may be expected for the fiscal year
as a whole.  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, 1999.

2.   Loss per share

     Basic loss per share has been calculated  using the weighted average number
of common shares outstanding including shares held in escrow. Fully diluted loss
per share amounts have not been presented,  as the effect of outstanding options
and warrants is anti-dilutive.

3.   Change in accounting policy

     Effective January 1, 2000 the Canadian  Institute of Chartered  Accountants
changed the  accounting  standards  relating to the accounting for income taxes.
Under the new standard  future income tax assets and  liabilities are determined
based on  temporary  differences  between  the  accounting  and tax basis of the
assets and  liabilities,  and are measured using the tax rates expected to apply
when these differences  reverse.  A valuation  allowance is recorded against any
future  income tax asset if it is more  likely than not that the assets will not
be realized.

     Prior  to  adoption  of  this  new  accounting  standard,  income  tax  was
determined  using the deferral  method whereby  deferred  income tax expense was
determined based on timing differences  between the accounting and tax treatment
of items of expense or income, and was measured using tax rates in effect in the
year the  differences  originated.  Certain  deferred  tax  assets,  such as the
benefit of tax losses  carried  forward  were not  recognized  unless  there was
virtual certainty that they would be realized.



                                      -6-
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                          Notes to Financial Statements
                                   (Unaudited)


3.   Change in accounting policy (Con't.)

     The  Company  has   adopted   the  new  income  tax   accounting   standard
retroactively.  However,  the Company has determined  that there is no effect on
prior year results as a valuation allowance has been recorded against all of the
net future tax assets. The Company's future tax assets consist primarily of loss
carryforwards and scientific research and development credits.

4.   Discontinued operations

     On May 10, 2000 the Company signed a letter of intent to dispose of the net
assets and business  operations of its Imaging Division.  Under the terms of the
letter of intent,  the purchase price will be equal to the net book value of the
net assets of the Division on the date of closing.  Approximately  $0.35 million
of the purchase price will be paid at closing and the balance will be payable in
quarterly  installments  comprised of revenue  royalties  and lump sum payments,
with the first  installment  due in the  fourth  quarter  of 2000.  Any  balance
outstanding  after  January  1, 2001 will bear  interest  at 7% per  annum.  The
purchaser of the Division is a company controlled by the existing  management of
the Division. The anticipated closing date is June 30, 2000.

     The  estimated  loss on  disposition  of $675,000 is  comprised of expected
operating  losses from the Imaging Division of $480,000 from April 1, 2000 until
the closing date, plus other anticipated  costs to exit the business,  including
employee severance payments, lease termination penalties, and professional fees.

As at March 31, 2000 the net assets of the Imaging Division are comprised of:

================================================================================
                                                                 March 31, 2000
--------------------------------------------------------------------------------
Accounts receivable                                                 $1,150,185
Inventory                                                              522,501
Prepaid expenses and deposits                                           88,006
Capital assets                                                         591,694
--------------------------------------------------------------------------------
                                                                     2,352,386

Accounts payable and accrued liabilities                              (524,887)
--------------------------------------------------------------------------------
                                                                    $1,827,499
================================================================================

Results for the Imaging Division are as follows:

================================================================================
                                                     Three months ended
                                            March 31, 2000        March 31, 1999
================================================================================
Sales                                         $1,127,629           $1,607,486
Cost of Goods Sold                               410,869              498,265
--------------------------------------------------------------------------------
                                                 716,760            1,109,221

Research and development                         387,095              309,096
Sales and marketing                              512,934              363,999
Administration                                   252,744              204,799
Depreciation and amortization                     50,857               56,603
--------------------------------------------------------------------------------
                                               1,203,630              934,497

--------------------------------------------------------------------------------
Income (loss) from operations                  ($486,870)            $174,724
================================================================================



                                      -7-
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                          Notes to Financial Statements
                                   (Unaudited)



5.   Inventory

Inventory consists of:

================================================================================
                                             March 31, 2000    December 31, 1999
---------------------------------------------------------- ---------------------
Raw materials                                   $552,587            $503,646
Finished goods                                   117,223             126,907
---------------------------------------------------------- ---------------------
                                                 669,810             630,553
Less allowance for obsolete stock                (41,280)            (41,572)
---------------------------------------------------------- ---------------------
                                                $628,530            $588,981
================================================================================


6.   Capital assets

<TABLE>
===========================================================================================================
                                                                         Accumulated            Net Book
March 31, 2000                                                Cost       Depreciation              Value
-----------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>                 <C>
Computer equipment and software                           $1,977,434       $960,794            $1,016,640
Leasehold improvements                                       244,267        148,950                95,317
Office equipment                                             356,546        133,868               222,678
Software licenses and purchased source code                  481,312        238,687               242,625
-----------------------------------------------------------------------------------------------------------
                                                          $3,059,559     $1,482,299            $1,577,260
===========================================================================================================
</TABLE>

<TABLE>

===========================================================================================================
                                                                         Accumulated            Net Book
December 31, 1999                                            Cost        Depreciation             Value
-----------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>                   <C>
Computer equipment and software                           $1,521,728       $870,877              $650,851
Leasehold improvements                                       196,522        137,727                58,795
Office equipment                                             261,794        124,780               137,014
Software licenses and purchased source code                  365,069        227,031               138,038
-----------------------------------------------------------------------------------------------------------
                                                          $2,345,113     $1,360,415              $984,698
===========================================================================================================
</TABLE>

7.   Subsequent event

     On April 13, 2000 the Company issued 924,000 special warrants at a price of
$22.36  (Cdn.$32.50)  per special  warrant for gross  proceeds of $20.7 million.
Each special warrant is exercisable without payment of additional  consideration
for one Common Share of the  Company.  In addition,  the Company  issued  46,200
special  compensation  warrants  to the  underwriters  in  connection  with this
issuance.  Each special  compensation  warrant is exercisable without additional
consideration into one compensation  warrant entitling the holder to acquire one
common share at a price of $22.36  (Cdn.$32.50) per share for a two year period.
A total of $14.2 million of the proceeds were released to the Company on closing
with the remaining  proceeds to be held in trust until the filing and receipt of
a  prospectus  qualifying  for  distribution  in Canada the common  shares to be
issued upon exercise of the special warrants.



                                      -8-
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                          Notes to Financial Statements
                                   (Unaudited)


8.   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. The following are
the material  measurement  differences from GAAP in United States as they relate
to the Company's March 31, 2000 financial statements:

(a)  Net loss and net loss per share:

<TABLE>
===========================================================================================================
                                                                                Three months ended
                                                                        March 31, 2000       March 31, 1999
-----------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                     <C>
Loss from continuing operations in accordance with Canadian GAAP          $1,995,708            $  592,154
Adjustment for stock-based compensation relating to stock
  options issued to non-employees                                              1,789                 5,446
Adjustment for stock-based compensation relating to escrow
  shares                                                                       3,006                10,225
-----------------------------------------------------------------------------------------------------------
Loss from continuing operations in accordance with
  United States GAAP                                                       2,000,503               607,825
Discontinued operations:
  Loss (earnings) from operations                                            486,870              (174,724)
  Estimated loss on disposal                                                 675,000                     -
-----------------------------------------------------------------------------------------------------------
                                                                           1,161,870              (174,724)
-----------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP                            $3,162,373            $  433,101
===========================================================================================================

===========================================================================================================
Weighted average number of shares outstanding in
accordance with Canadian GAAP                                             18,836,313            15,225,999
Adjustment for weighted average number of contingently
issued shares pursuant to employee incentive plan                           (100,250)             (331,000)
Adjustment for weighted average number of contingently
issued shares pursuant to employment agreement                                     -               (94,444)
-----------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding in
accordance with United States GAAP                                        18,736,063            14,800,555
===========================================================================================================
Loss (earnings) per share:
  Continuing operations                                                   $     0.11            $     0.04
  Discontinued operations                                                 $     0.06            $    (0.01)
-----------------------------------------------------------------------------------------------------------
Net loss                                                                  $     0.17            $     0.03
===========================================================================================================
Comprehensive loss:
  Net loss in accordance with United States GAAP                          $3,162,373            $  433,101
  Other comprehensive income:
    Foreign currency translation adjustment                                   49,379               (67,174)
-----------------------------------------------------------------------------------------------------------
                                                                          $3,211,752            $  365,927
===========================================================================================================
</TABLE>



                                       9
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                          Notes to Financial Statements
                                   (Unaudited)



(b)  Balance sheet:

<TABLE>
===========================================================================================================
                                                                      March 31, 2000     December 31, 1999
-----------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                   <C>
Total assets in accordance with Canadian GAAP                             $7,135,445            $8,054,492
Adjustments to US GAAP                                                       (24,144)              (34,100)
-----------------------------------------------------------------------------------------------------------
Total assets in accordance with U.S. GAAP                                 $7,111,301            $8,020,392
===========================================================================================================

===========================================================================================================
                                                                      March 31, 2000     December 31, 1999
===========================================================================================================
Shareholders' equity in accordance with Canadian GAAP                     $5,228,788            $7,039,819
Adjustments to US GAAP                                                       (24,111)              (34,100)
-----------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with U.S. GAAP                         $5,204,677            $7,005,719
===========================================================================================================
</TABLE>










                                      -10-
<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 1 - Item 1 of this
Quarterly  Report,  and the  audited  financial  statements  and notes  thereto.

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 Corporation  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.

Corporate Summary

     During  the  first  quarter  of 2000  Infowave  continued  to  focus on the
execution  of its  wireless  business  strategy.  Key  aspects of this  strategy
include  continuing  research  and  development  of  new  products  and  product
enhancements,   and  the  buildup  of   distribution   channels  and   strategic
partnerships  to expedite  the  introduction  of the  Corporation's  products to
market.

     On May 10, 2000 the Corporation entered into a letter of intent to sell the
net  assets  and  business  operations  of its  Imaging  Division  to a  company
controlled by the existing  management  of the Division.  Under the terms of the
letter of intent,  the purchase price will be equal to the net book value of the
Division as at the date of closing.  Approximately $0.35 million of the purchase
price  will be paid at closing  and the  balance  will be  payable in  quarterly
installments  comprised of revenue  royalties  and lump sum  payments,  with the
first  installment due in the fourth quarter of 2000.  Closing is anticipated on
or about June 30, 2000.

     The Corporation has estimated its loss on disposition of the net assets and
business operations of the Imaging Division at $675,000, which includes expected
operating  losses from the Imaging Division of $480,000 from April 1, 2000 until
the closing date, plus other anticipated  costs to exit the business,  including
employee severance payments, lease termination penalties, and professional fees.



                                      -11-
<PAGE>

     The financial  statements of the Corporation  have been prepared to present
the Imaging  Division as  discontinued  operations.  The results from continuing
operations represent solely those of the Wireless Division and general corporate
activities.

Continuing Operations

     Revenue for the first quarter of 2000 was $0.10 million,  compared to $0.12
million for the first quarter of 1999.  Approximately  31% of 2000 first quarter
revenue was derived from enterprise  (Infowave for Exchange and Infowave for the
Net)  software  license  fees and 55% was from  Symmetry  software  license  and
branding  fees.  The  remaining  revenue in the first quarter of 2000 related to
recurring  license fees from hosted  service  providers and from airtime  charge
backs.

     During the quarter, the Corporation continued to build its reseller channel
into the enterprise by signing a national reseller  agreement with GE Capital IT
Solutions and adding five more regional North American resellers. Infowave had a
roster of 15 resellers  heading into the second quarter.  The  Corporation  also
signed  marketing  alliances with Sierra Wireless Inc., AT&T Wireless  Services,
Pivotal  Corporation  and Nokia in the first  quarter of 2000 and  completed the
first sale of its Symmetry software to a major carrier, Rogers AT&T Wireless.

     Gross profit  margin for the first quarter of 2000 was 100% compared to 84%
in the first  quarter of 1999.  This  increase  is due to the fact that sales of
third-party hardware components were negligible in 2000. Management expects that
gross  margins will  continue to fluctuate  between  quarters as the product mix
normalizes.

     Total  operating  expenses  in the  first  quarter  of 2000  totaled  $2.16
million,  representing  a 205% increase over total  operating  expenses of $0.71
million in the first quarter of 1999.  During the first three months of 2000 the
Corporation  continued  to focus on the  buildup  of its sales and  distribution
infrastructure and on product branding.  Total sales and marketing expenses were
$ 1.04 million,  representing an increase of 288%, or $0.77 million, compared to
the first  quarter of 1999.  The majority of the increase in sales and marketing
spending related to new employee salaries, travel and trade show attendance. The
Wireless  Division  sales and marketing  headcount  increased to 31 at March 31,
2000 compared to eight at March 31, 1999.

     Research and  development  spending for the first quarter of 2000 was $0.61
million,  representing  an  increase  of 172%  over the first  quarter  of 1999.
Products and product  enhancements in progress  during the quarter  included the
addition  of  scalability  features  and GSM and CDMA  support to  Infowave  for
Exchange  and  Infowave  for  the  Net;  the  creation  of WAP  versions  of the
aforementioned  products;  as well as various OEM projects.  The majority of the
increase in research and  development  costs  related to new employee  salaries,
which increased 153% over the comparable  period in 1999. The Wireless  Division
research and development headcount increased to 43 at March 31, 2000 compared to
18 at March 31, 1999.



                                      -12-
<PAGE>

     Administration  costs  totaled  $0.42  million  versus $0.18 million in the
first quarter of 1999 due to a buildup in  infrastructure  to support the growth
initiatives  of  the  Corporation  as  well  as to  ongoing  Canadian  and  U.S.
securities reporting obligations.

     Depreciation  and  amortization  costs  totaled  $0.09 million in the first
quarter of 2000 compared to $0.04 million in the  comparable  1999 period due to
the depreciation of computer and other acquisitions made during 1999 and 2000.

     Interest  income  increased  to $0.05  million in the first three months of
2000 from  $0.01  million  in the prior year due to  interest  income  earned on
higher cash  balances held in 2000.

Discontinued Operations

     Imaging  Division  sales of $1.13  million  in the  first  quarter  of 2000
declined 30% from $1.61 million in the first  quarter of 1999.  This decline was
primarily attributable to a decrease in PowerPrint and StyleScript retail sales,
offset by slightly increased Original Equipment Manufacturers ("OEM") sales. The
average  selling  price of  PowerPrint  remained  consistent  between  quarters,
however total units shipped continued to decline, representing a decrease of 30%
from the comparable  period in 1999. This decrease is largely due to an increase
in the number of Macintosh  compatible  printers available in the retail market.
StyleScript  sales  decreased 70% from the first quarter of 1999 due to the fact
that the  printers  supported  by the current  product  version have lost market
share. The Corporation  expects to ship a mobile version of PowerPrint and a new
version of StyleScript  with expanded  printer  support in the second quarter of
2000.

     Imaging  Division  gross  margins  for the first  quarter  of 2000 were 64%
compared with 69% in the first  quarter of 1999.  This decrease is the result of
higher  absolute gross product margins that were offset by inventory write downs
that have been charged against cost of sales.  Absolute gross margins  increased
due to a  greater  proportion  of  higher  margin  OEM  sales  in  the  quarter.
PowerPrint,  StyleScript  and OEM sales  represented  68%,  5% and 27% of sales,
respectively,  in the  first  quarter  of 2000  compared  to 77%,  12% and  10%,
respectively, in the comparable 1999 period.

     Total  Imaging  Division  expenses in the first quarter of 2000 grew 29% to
$1.20 million compared to $0.93 million for the first quarter of 1999. Sales and
marketing  expenditures increased 41% to $0.51 million due to a higher number of
employees and increased  advertising to support the launch of the newest version
of PowerPrint.  The Imaging Division sales and marketing  headcount increased to
17 at March 31, 2000 compared to 14 at March 31, 1999.

     Research and development spending increased 25% to $0.39 million due to the
hiring of new employees during the latter part of 1999. Key development  efforts
during the period included  PowerPrint and  StyleScript  product updates and OEM
contracts.  The Imaging Division research and development headcount increased to
29 at March 31, 2000 compared to 22 at March 31, 1999.



                                      -13-
<PAGE>

     Imaging Division administrative costs increased 23% to $0.25 million due to
the allocation of increased corporate  administrative  costs incurred to support
the growth  initiatives of the Corporation.  Depreciation and amortization costs
decreased due to lower amortization of deferred costs in 2000.

Liquidity and Capital Resources

     Infowave's  cash  position  was $3.42  million at March 31,  2000.  Working
capital  decreased  from $5.85  million at December 31, 1999 to $3.48 million at
March 31, 2000.  The  Corporation  used $1.58 million in  operations  during the
first three months of 2000, primarily due to the loss for the period. The effect
of the loss on cash flows was offset  partially by a $0.57  million  decrease in
accounts receivable and a $0.89 million increase in accounts payable and accrued
liabilities. The decrease in accounts receivable is attributable to the decrease
in sales within the Imaging Division, while the increase in accounts payable and
accrued liabilities is due to continuing increased  expenditures in the Wireless
Division as well as the accrual of the estimated loss on disposal of the Imaging
Division.

     Net cash used in investing  activities  during the three months ended March
31, 2000 was $0.73 million,  which consisted  primarily of the purchase of $0.46
million in  computer  equipment;  $0.09  million in office  equipment  and $0.12
million  in  software   license  fees.  The  majority  of  these  purchases  are
attributable  to staff  increases in the  Wireless  Division and the move of the
Corporation's Bothell, WA office to a permanent location.

     During the first quarter of 2000 the Corporation  raised $0.98 million from
the exercise of purchase  warrants;  $0.08  million from the exercise of agents'
warrants;  and  $0.33  million  from the  exercise  of stock  options  for total
proceeds from financing activities of $1.39 million.

     At March 31, 2000 the Corporation's  primary sources of liquidity consisted
of cash and cash equivalents and an uncommitted line of credit of $0.22 million,
which is  secured  against  all  present  and  after  acquired  property  of the
Corporation and bears interest at Canadian prime plus 1%.

     On April 13, 2000, the  Corporation  issued 924,000  special  warrants at a
price of $22.36  (Cdn.$32.50)  per warrant for gross  proceeds of $20.7 million.
Each special warrant is exercisable without payment of additional  consideration
for one  Common  Share  of the  Corporation.  A total of  $14.2  million  of the
proceeds were released to the Corporation on closing with the remaining proceeds
to be held in trust until the filing and receipt of a prospectus  qualifying for
distribution  in Canada  the common  shares to be issued  upon  exercise  of the
special warrants.

     The  Corporation  intends to continue to increase its  headcount in 2000 in
order to continue its growth in the Wireless division. Additional resources will
be allocated to sales and marketing and research and development in the Wireless
Division.  These  additional  resources will be used to pursue  existing and new
market  development  opportunities  and to  continue  to enhance  and expand the
current product range.



                                      -14-
<PAGE>

     The   Corporation   believes  that  the  total  amount  of  cash  and  cash
equivalents,  with the commercial  credit facility and special warrant proceeds,
will be sufficient to meet its  anticipated  cash needs for working  capital and
capital  expenditures  through  March 31,  2001.  Thereafter,  depending  on the
development  of the  business,  the  Corporation  may need to  raise  additional
capital  for  working  capital  or  other  expenses.  The  Corporation  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  Corporation 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  Corporation  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  Corporation's  revenues  and  some  of its
expenses are  denominated  in United States dollars which results in an exposure
to foreign  currency  gains and losses on the  resulting  US dollar  denominated
cash, accounts receivable,  and accounts payable balances. As of March 31, 2000,
the Corporation 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 Corporation's  results of operations.  To the
extent that the  Corporation  implements  hedging  activities in the future with
respect to foreign  currency  exchange  transactions,  there can be no assurance
that the Corporation will be successful in such hedging activities.

     While  the  Corporation  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  Corporation's  results
of operations in the future.






                                      -15-
<PAGE>

Part II.  Other Information

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities and Use of Proceeds

     The Company issued 2,224,647 special warrants (the "Special Warrants") at a
price of Cdn.$3.25 per Special Warrant in two tranches on June 30, 1999 and July
8, 1999 for gross  proceeds  of  Cdn.$7,230,102.75.  The Special  Warrants  were
issued in reliance upon the exemption from registration  provided by Rule 506 of
Regulation  D and the  exclusion  from  registration  provided  by  Rule  903 of
Regulation  S. Each  Special  Warrant  entitled  the holder,  upon  exercise and
without  payment of  additional  consideration,  to acquire one Common Share and
one-half of one Common Share purchase  warrant (the "Purchase  Warrants").  Each
Purchase  Warrant entitles the holder to purchase one Common Share at a price of
Cdn.$3.75  per Common Share until expiry on June 30, 2000.  In  connection  with
this financing,  the Company issued Agents' Warrants (the "Agents' Warrants") to
Canaccord  Capital  Corporation,  Yorkton  Securities  Inc.,  Sprott  Securities
Limited and Taurus  Capital  Markets  Ltd. (in exchange for services as agent in
connection  with the  Special  Warrant  financing)  entitling  the agents in the
financing to purchase an aggregate of up to 212,465  Common Shares at a price of
Cdn.$3.25  per Common Share on or before June 30, 2000.  The Company in addition
paid Agents' Commission to the Agents of Cdn.$522,882.71.

     A final prospectus was receipted in British  Columbia,  Alberta and Ontario
on September 23, 1999 qualifying the distribution of 2,224,647 common shares and
1,112,324 Purchase Warrants upon the exercise of the 2,224,647 previously issued
Special  Warrants.  All of the Special Warrants were deemed exercised for Common
Shares and Purchase Warrants on September 28,1999.

     As at March 31,  2000 there were  430,420  Purchase  Warrants  and  106,414
Agents'  Warrants  outstanding.  During the quarter  ended March 31,  2000,  the
following  Purchase  Warrants and Agents'  Warrants  were  exercised  for Common
Shares:


<TABLE>
    Date of Sale      Title of Securities      Number of           Aggregate          Name of Purchaser of
                              Sold            Securities        Exercise Price             Securities
                                                 Sold               (Cdn.$)
----------------------------------------------------------------------------------------------------------------
<S>                   <C>                     <C>                <C>                <C>
January 6, 2000       Purchase Warrants        100,000            375,000.00         Capital Research

January 10, 2000      Purchase Warrants         50,000            187,500.00         Denise McIntosh

January 10, 2000      Purchase Warrants          3,000             11,250.00         Jacques Soroka

January 10, 2000      Purchase Warrants         23,077             86,538.75         Demerie Sui Peng Chan

January 14, 2000      Purchase Warrants         13,500             50,625.00         Jacques Soroka

January 14, 2000      Purchase Warrants         23,000             86,250.00         VMR High Octane Fund Limited

January 14, 2000      Agents' Warrants          37,000            120,250.00         Yorkton Securities Inc.

January 18, 2000      Purchase Warrants         15,000             56,250.00         Christianaia Markets

</TABLE>



                                      -16-
<PAGE>

<TABLE>
    Date of Sale      Title of Securities      Number of           Aggregate          Name of Purchaser of
                              Sold            Securities        Exercise Price             Securities
                                                 Sold               (Cdn.$)
----------------------------------------------------------------------------------------------------------------
<S>                   <C>                     <C>                <C>                <C>
January 26, 2000      Purchase Warrants         23,750             89,062.50         Aragon Fondkommission AB

February 1, 2000      Purchase Warrants         50,000            187,500.00         LaMont Asset Management SA

February 3, 2000      Purchase Warrants         50,000            187,500.00         Citibank

March 3, 2000         Purchase Warrants         15,000             56,250.00         Gowlland Towing

March 29, 2000        Purchase Warrants         15,000             56,250.00         Canaccord Capital Corporation /
                                                                                     Index Special Situation Funds
                                                                                     Ltd.
----------------------------------------------------------------------------------------------------------------
</TABLE>


Item 3.  Defaults upon Senior Securities

     None.

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

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

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

            4.1                 Special  Warrant  Indenture dated April 13,
                                2000 between the corporation and Montreal Trust
                                Company of Canada

           10.1                 Letter of Intent dated May 8, 2000 between the
                                corporation and Kevin Jampole and Robert Heath

           27.1                 Financial data schedule

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

     (b)  Reports of Form 8-K

          No reports on Form 8-K were filed during the period.





                                      -17-
<PAGE>

Part III.  Signatures

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

Date:  May 12, 2000

                                        INFOWAVE SOFTWARE, INC.


                                        /s/ Jim McIntosh
                                        ----------------------------------------
                                        Jim McIntosh
                                        President, Chief Executive Officer
                                        And Director

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











                                      -18-

<PAGE>

                                 EXHIBIT INDEX
                                 -------------

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

 4.1                Special  Warrant  Indenture dated April 13, 2000 between the
                    corporation and Montreal Trust Company of Canada

10.1                Letter of Intent dated May 8, 2000 between the  corporation
                    and Kevin Jampole and Robert Heath

27.1                Financial data schedule

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