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, 2002


                 [ ] 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 November 6, 2002: 57,686,828


<PAGE>


                             INFOWAVE SOFTWARE, INC.
                             INDEX to the FORM 10-Q
                  For the Nine Months Ended September 30, 2002




PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

        a)  Consolidated Balance Sheets
            September 30, 2002 and December 31, 2001...........................1
        b)  Consolidated Statements of Operations and Deficit
            For the three months and nine months ended
            September 30, 2002 and 2001........................................2
        c)  Condensed Consolidated Statements of Cash Flows
            For the three months and nine months ended
            September 30, 2002 and 2001........................................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............14

Item 4. Controls and Procedures...............................................14

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings.....................................................15

Item 2. Changes in Securities and Use of Proceeds.............................15

Item 3. Defaults upon Senior Securities.......................................15

Item 4. Submission of Matters to a Vote of Security Holders...................15

Item 5. Other Information.....................................................15

Item 6. Exhibits and Reports on Form 8-K......................................15

Signature

Certificates


<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements


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


<TABLE>
====================================================================================================
                                                                      Sept 30,           Dec 31,
                                                                        2002              2001
                                                                    (unaudited)
----------------------------------------------------------------------------------------------------
<S>                                                                <C>                 <C>
Assets
Current Assets:
     Cash and cash equivalents                                     $ 2,794,799         $ 9,087,730
     Short term investments                                            355,946             352,670
     Accounts receivable                                               790,700           1,454,681
     Finished goods inventory                                            5,626              49,710
     Prepaid expenses                                                   76,554             181,740
----------------------------------------------------------------------------------------------------
                                                                     4,023,625          11,126,531

Capital assets                                                         642,668           2,531,144

Other assets                                                            25,341                   -

----------------------------------------------------------------------------------------------------
                                                                   $ 4,691,634         $13,657,675
====================================================================================================
Liabilities and Shareholders' Equity
Current liabilities:
        Accounts payable and accrued liabilities                   $ 1,034,334         $ 1,568,303
        Deferred revenue                                               260,396             281,420
----------------------------------------------------------------------------------------------------
                                                                     1,294,730           1,849,723
Shareholders' equity
        Share capital
          Authorized: 100,000,000 voting common shares
          Issued:  57,686,828 (2001: 23,440,203)                    55,576,063          42,447,141
        Special warrants, net of issue costs of $1,882,912                   -          13,004,340
        Additional paid-in capital                                       9,019                   -
        Other equity instruments                                     1,613,096           1,613,096
        Deficit                                                    (53,306,224)        (44,626,077)
        Cumulative translation account                                (495,050)           (630,548)
----------------------------------------------------------------------------------------------------
                                                                     3,396,904          11,807,952
----------------------------------------------------------------------------------------------------
                                                                   $ 4,691,634         $13,657,675
====================================================================================================
</TABLE>


       See accompanying notes to interim consolidated financial statements



                                       1

<PAGE>


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


<TABLE>
----------------------------------------------------------------------------------------------------------------
                                                    Three months ended                    Nine months ended
                                               Sept 30, 2002    Sept 30, 2001     Sept 30, 2002     Sept 30, 2001
                                                (unaudited)      (unaudited)        (unaudited)      (unaudited)
----------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>                <C>               <C>
Sales                                          $   676,415      $   923,282        $ 1,519,653       $ 2,654,386

Cost of goods sold                                 221,369          161,308            370,110           348,850
----------------------------------------------------------------------------------------------------------------
                                                   455,046          761,974          1,149,543         2,305,536
Expenses:
         Research and development                  430,822        1,124,893          2,148,293         4,461,215
         Sales and marketing                       597,865        2,287,515          3,401,570         7,548,884
         Administration                            386,442          963,847          1,695,075         3,170,451
         Restructuring                                   -          472,954          1,415,380         1,226,695
         Depreciation and amortization             273,998          584,757          1,218,066         1,348,149
----------------------------------------------------------------------------------------------------------------
                                                 1,689,127        5,433,966          9,878,384        17,755,394
----------------------------------------------------------------------------------------------------------------
Loss from operations                             1,234,081        4,671,992          8,728,841        15,449,858

Other expenses (income)
         Interest and other income                 (13,623)         (32,664)           (51,118)         (246,182)
         Financing costs                                 -          666,062                  -           666,062
         Foreign exchange                         (150,850)         (96,534)             2,424           165,328
----------------------------------------------------------------------------------------------------------------
Net loss for the period                          1,069,608        5,208,856          8,680,147        16,035,066

Deficit, beginning of period                    52,236,616       34,591,851         44,626,077        23,765,641
----------------------------------------------------------------------------------------------------------------
Deficit, end of period                         $53,306,224      $39,800,707        $53,306,224       $39,800,707
----------------------------------------------------------------------------------------------------------------
Net loss per share                             $      0.02      $      0.22        $      0.17       $      0.70
----------------------------------------------------------------------------------------------------------------
Weighted average number of shares
   outstanding                                  57,686,828       23,410,587         50,548,963        22,952,322
----------------------------------------------------------------------------------------------------------------
</TABLE>




      See accompanying notes to interim consolidated financial statements




                                       2
<PAGE>


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

<TABLE>
-------------------------------------------------------------------------------------------------------------------------------
                                                                    Three months ended               Nine months ended
                                                             Sept 30, 2002     Sept 30, 2001     Sept 30, 2002    Sept 30, 2001
                                                              (Unaudited)       (Unaudited)       (Unaudited)      (Unaudited)
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>               <C>              <C>
Cash flows from operations:
   Net cash used in operations                                 ($888,042)      ($4,286,519)      ($6,345,997)     ($14,140,197)
-------------------------------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
   Redemption (purchase) of short term investments               (13,087)        1,787,863              (522)        6,079,073
   Purchase of capital assets                                    (12,802)         (441,401)         (106,668)       (2,181,341)
   Proceeds on disposal of capital assets                          4,889                 -             4,889                 -
   Purchase of long term investments                             (25,604)                -           (25,604)                -
-------------------------------------------------------------------------------------------------------------------------------
                                                                 (46,604)        1,346,462          (127,905)        3,897,732
-------------------------------------------------------------------------------------------------------------------------------
Cash flows from 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                                                3            (2,263)           72,564         7,328,865
-------------------------------------------------------------------------------------------------------------------------------
                                                                       3         1,259,181            72,564         8,590,309
-------------------------------------------------------------------------------------------------------------------------------
Foreign exchange gain (loss) on cash and cash
  equivalents held in a foreign currency                        (136,092)          (60,713)          108,407           (75,060)
-------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents              (1,070,735)       (1,741,589)       (6,292,931)       (1,727,216)

Cash and cash equivalents, beginning of period                 3,865,534         2,382,465         9,087,730         2,368,092
-------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                      $2,794,799        $  640,876        $2,794,799        $  640,876
-------------------------------------------------------------------------------------------------------------------------------
Supplemental information:
   Non-cash adjustment to accrued net issue costs of
     shares and warrants                                      $   52,625                 -        $   52,625                 -
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>



      See accompanying notes to interim consolidated financial statements




                                        3
<PAGE>

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



1.   Basis of presentation

The accompanying  unaudited consolidated financial statements do not include all
information  and  footnote  disclosures  required for an annual set of financial
statements  under  Canadian  or  United  States  generally  accepted  accounting
principles. In the opinion of management,  all adjustments (consisting solely of
normal recurring accruals)  considered  necessary for a fair presentation of the
financial  position,  results of  operations  and cash flows as at September 30,
2002 and for all periods presented, have been included.  Interim results for the
three and nine  month  periods  ended  September  30,  2002 are not  necessarily
indicative of the results that may be expected for the fiscal year as a whole or
for any other interim period.

The unaudited consolidated balance sheets,  statements of operations and deficit
and  condensed  statements of cash flows include the accounts of the Company and
its wholly owned subsidiary,  Infowave USA Inc. These financial  statements have
been  prepared  in  accordance  with  Canadian  generally  accepted   accounting
principles for interim  financial  information.  Except as disclosed in note 10,
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,
2001 except as disclosed in notes 3 and 6(e).

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, 2001.

2.   Continuing Operations

These  financial  statements  have  been  prepared  on  a  going  concern  basis
notwithstanding  the fact that the Company has experienced  operating losses and
negative  cash  flows from  operations  during the  three-month  and  nine-month
periods ended September 30, 2002 and in prior periods.  To date, the Company has
financed its  continuing  operations  through the issuance of common  shares and
special  warrants,  and more  recently  from a credit  facility  provided by the
Company's former Chief Executive  Officer.  Continued  operations of the Company
will depend upon the attainment of profitable operations,  which may require the
successful completion of external financing arrangements.

In addition,  the Company initiated a restructuring program (note 4) in order to
reduce its  expenditures  and  streamline  operations.  A lower cost  structure,
together with  estimated  revenue,  the exercise of options and warrants and the
debt financing  obtained  during the nine months ended  September 30, 2002 (note
6(b)),  is expected to provide the Company with  sufficient  working  capital to
fund the Company's  operations for the balance of 2002.  However,  unanticipated
costs  and  expenses  or  lower  than  anticipated  revenues  could  necessitate
additional  financing or reductions in  expenditures  which may include  further
restructuring of the Company. There can be no assurances that such financing, if
required,  will be available on a timely or cost effective  basis. To the extent
that such  financing is not available on terms  favorable to the Company,  or at
all, or reductions in expenditures are required, the Company may not be able to,
or may be delayed in being able to  commercialize  its products and services and
to  ultimately  attain  profitable  operations.  The  Company  will  continue to
evaluate  its  projected  expenditures  relative  to its  available  cash and to
evaluate additional means of financing and cost reduction strategies in order to
satisfy its working capital and other cash requirements.



                                       4
<PAGE>

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



3.   Significant Accounting Policies

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

Stock-based compensation

Effective  January 1, 2002, the Company adopted the new  Recommendations  of the
Canadian Institute of Chartered  Accountants Handbook Section 3870,  Stock-based
Compensation  and  Other  Stock-based  Payments.  The  Company  applies  HB 3870
prospectively to all stock-based payments to employees and non-employees granted
on or after January 1, 2002.

The Company accounts for all options granted to employees,  including directors,
under the  intrinsic  value  method,  whereby the excess,  if any, of the quoted
market  value of the stock at the date of grant over the  exercise  price of the
option is recorded as stock based compensation expense. As the exercise price of
the options is equal to the market value on the  measurement  date,  the Company
has  determined  that this  accounting  policy has no  significant  effect  with
respect to  employee  options,  on its results of  operations  for the three and
nine-month periods ended September 30, 2002.

Options granted to  non-employees  on or after January 1, 2002 are accounted for
under the fair  value  based  method.  Under  this  method,  options  granted to
non-employees are measured at their fair value and recognized as the options are
earned.  Due to the nature of the Company's  stock option  plans,  no transition
adjustments were required to be recognized on adoption of the policies effective
January 1, 2002.


4.   Restructuring Expense

During  the  three  months  ended  June  30,  2002,  the  Company   initiated  a
restructuring  plan to  significantly  reduce  operating  expenses  and preserve
capital.  The costs resulted from reductions in staff,  lease  termination costs
and  write-down of fixed assets that are either no longer being  utilized or the
costs  are no  longer  recoverable  as a  result  of the  implementation  of the
restructuring plan.

A breakdown of these costs is summarized below:

--------------------------------------------------------------------------------
                                                                Restructuring
                                                                     Expense
--------------------------------------------------------------------------------
Employee Severance                                                 $354,834
Lease termination costs                                             282,793
Write-down of fixed assets                                          777,753
--------------------------------------------------------------------------------
Total                                                            $1,415,380
--------------------------------------------------------------------------------


5.   Capital assets

<TABLE>
                                                                        Accumulated         Net Book
September 30, 2002 (unaudited)                             Cost         Depreciation          Value
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>                <C>
Computer equipment and software                      $3,262,685          $2,842,301         $420,384
Leasehold improvements                                  102,252              40,730           61,522
Office equipment                                        174,097              65,532          108,565
Software licenses and purchased source code              60,572               8,375           52,197
-----------------------------------------------------------------------------------------------------
                                                     $3,599,606          $2,956,938         $642,668
-----------------------------------------------------------------------------------------------------
</TABLE>


                                       5
<PAGE>

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



<TABLE>
-----------------------------------------------------------------------------------------------------
December 31, 2001                                                       Accumulated         Net Book
                                                           Cost         Depreciation          Value
-----------------------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>              <C>
Computer equipment and software                      $3,964,196          $2,265,791       $1,698,405
Leasehold improvements                                  425,590             110,840          314,750
Office equipment                                        619,634             151,669          467,965
Software licenses and purchased source code             192,895             142,871           50,024
-----------------------------------------------------------------------------------------------------
                                                     $5,202,315          $2,671,171       $2,531,144
-----------------------------------------------------------------------------------------------------
</TABLE>


6.   Shareholders' equity

(a)  During the year ended December 31, 2001,  the Company  granted Thomas Koll,
     at that  time the Chief  Executive  Officer  of the  Company,  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  was
     recognized  as a  financing  cost  that was  amortized  in full in 2001 and
     classified  as other equity  instruments  in  shareholders'  equity.  As at
     September 30, 2002 none of these warrants had been exercised.

(b)  On March 8, 2002,  the Company  entered into a convertible  loan  agreement
     with a strategic partner, Compaq Computer Corporation (now "Hewlett-Packard
     Company" or "HP"),  for a  convertible-revolving  loan of up to $2,000,000.
     The principal amount outstanding under the loan bears interest at the prime
     rate plus 3.25% and may be converted into common shares of the Company at a
     price of US$1.00 per share, which was greater than the market price at that
     date,  at any time up to March 8, 2005,  subject to  adjustment  in certain
     circumstances. The Company may draw down amounts under the loan at any time
     provided that certain  standard  working  capital  conditions  are met. The
     convertible  loan  will  be  secured  by  certain  assets  of the  Company,
     excluding its intellectual  property. As at September 30, 2002, the Company
     has not drawn on this loan.

(c)  On November 23, 28 and 30, 2001 the Company  issued  31,965,319,  1,960,784
     and 195,186,  special warrants at a price per special warrant of Cdn $0.69,
     Cdn $0.81 and Cdn $0.86  respectively,  for gross  proceeds of  $14,887,252
     (Cdn  $23,812,165)  of which  $4,475,309 was held in escrow and included in
     cash and cash  equivalents at December 31, 2001.  The special  warrants are
     exercisable,  without payment of additional  consideration,  for units each
     comprised of one common  share and  one-half of one common  share  purchase
     warrant.

     Each whole purchase  warrant will entitle the holder to purchase one common
     share  for a period of three  years at a price of $0.56  (Cdn  $0.90).  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 equaled or exceeded Cdn $9.00 for 20  consecutive  trading days.
     The purchase warrants also contain provisions for cashless exercise.

     The agents were paid a cash commission equal to 7% of the gross proceeds of
     the private  placement  and  agents'  warrants  entitling  them to purchase
     2,386,775  units at a price of $0.51 (Cdn $0.81)  until  November 23, 2004.
     Each unit shall be comprised of one common share and one-half of one common
     share purchase warrant.

     On February 21, 2002,  the Company  received final receipt for a prospectus
     filed in certain  provinces in Canada,  qualifying the special warrants for
     distribution  and releasing the funds held in escrow.  The special warrants
     were deemed to be



                                       6
<PAGE>

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



     exercised for common shares and purchase warrants freely tradable in Canada
     on February 26, 2002.

(d)  As at September  30,  2002,  the Company had  5,490,247  (2001 - 6,416,689)
     stock options  outstanding  with exercise  prices ranging from Cdn $0.15 to
     Cdn $64.50 and 24,151,261  (2001 - 25,504,279)  warrants  outstanding  with
     exercise  prices  ranging from Cdn $0.81 to Cdn $1.10.  As at September 30,
     2002, 2,563,212 (2001 - 2,530,783) stock options were exercisable. Of these
     instruments,  2,414,662  options and all warrants  were not included in the
     diluted per share  calculations  for the three months ended  September  30,
     2002 and  1,649,654  options and all  warrants  for the nine  months  ended
     September 30, 2002 as their  exercise  prices were greater than or equal to
     the average  market value of the  underlying  shares during the  respective
     period.

(e)  Under the  intrinsic  value  method,  the  Company has not  recognized  any
     compensation  expense for options issued to its employees  during the three
     and nine months  ended  September  30,  2002.  Had the  Company  determined
     compensation expense for option grants made to employees after December 31,
     2001  based  on the  fair  values  at  grant  dates  of the  stock  options
     consistent  with the fair value  method,  the  Company's  loss and loss per
     share would have been reported as the pro-forma amounts indicated below:


-------------------------------------------------------------------------------
                                                Three months       Nine months
                                                       ended             ended
                                               Sept 30, 2002     Sept 30, 2002
-------------------------------------------------------------------------------
Net loss - as reported                           $1,069,608         $8,680,147
Net loss - pro forma                             $1,101,660          8,726,487

Net loss per share - as reported                 $     0.02         $     0.17
Net loss per share - pro forma                   $     0.02         $     0.17
-------------------------------------------------------------------------------


     The weighted average  estimated fair value at the date of grant for options
     granted  during the three  months  ended  September  30, 2002 was $0.05 per
     share.

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


-------------------------------------------------------------------------------
                                                Three months       Nine months
                                                       ended             ended
                                               Sept 30, 2002      Sept 30, 2002
-------------------------------------------------------------------------------
Risk-free interest rate                                2.71%              2.34%
Dividend yield                                            -                  -
Volatility factor                                       130%               123%
Weighted average expected life of the options        5 years            5 years
-------------------------------------------------------------------------------

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


7.   Contingency

As  previously  disclosed  in the prior  quarter,  the  Company  had  received a
statement  of  claim  from  Glenayre  Electronics,   Inc.  ("Glenayre")  seeking
indemnity and payment of certain legal and other  expenses in connection  with a
lawsuit  between  Glenayre  and another  third  party.  The claim  comprised  of
$608,000 in legal fees and $50,000 in internal


                                       7
<PAGE>

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



expenses.  Negotiations  to settle the claim were in process during the quarter,
and a  legal  expense  provision  of  $100,000  was  included  in the  financial
statements as at September 30, 2002.


8.   Subsequent Events

The dispute with Glenayre was  successfully  settled and resolved on October 30,
2002.  Under the settlement,  Infowave  agreed to pay Glenayre  $130,000 in cash
plus warrants to purchase up to 20,000 Infowave common shares,  exercisable at a
price of Cdn $0.22 per common  share for two years  from the date of issue,  and
Glenayre  has agreed to a consent  dismissal  of its claim.  The issuance of the
warrants is subject to receipt of applicable regulatory approval. The difference
between the actual  settlement  and estimated  settlement  amount accrued in the
financial  statements  is  insignificant  and will be reflected in the financial
statements for the period ending December 31, 2002.

9.   Comparative Figures

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

10.  United States generally accepted accounting principles

These  interim  financial  statements  have been  prepared  in  accordance  with
generally accepted accounting principles ("GAAP") in Canada. Reference should be
made to note 15 of the  Company's  annual  financial  statements  filed with the
Securities and Exchange Commission under cover of Form 10-K for a description of
material  differences  between  Canadian and United  States GAAP.  No additional
reconciling  items have been  identified in the period ended September 30, 2002.
The following are the material  measurement  differences from GAAP in the United
States as they relate to the Company's September 30, 2002 financial statements:


<TABLE>
(a) Net loss and net loss per share:
===============================================================================================================
                                                                 Three months ended        Nine months ended
                                                               Sept 30,      Sept 30,     Sept 30,     Sept 30,
                                                                   2002         2001         2002         2001
                                                            (unaudited)  (unaudited)  (unaudited)  (unaudited)
---------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>           <C>          <C>
Net loss in accordance with Canadian GAAP                    $1,069,608  $ 5,208,856   $8,680,147   $16,035,066
Adjustment for stock-based compensation relating to
stock options issued to non-employees                                 -            -            -       123,730
---------------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP               $1,069,608  $ 5,208,856   $8,680,147   $16,158,796
===============================================================================================================


---------------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding in             57,686,828   23,410,587   50,548,963    22,952,322
accordance with Canadian and United States GAAP
===============================================================================================================


---------------------------------------------------------------------------------------------------------------
Net loss per share in accordance with US GAAP                $     0.02  $      0.22   $     0.17   $      0.70
---------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP               $1,069,608  $ 5,208,856   $8,680,147   $16,158,796
Other comprehensive loss (income):
Foreign currency translation adjustment                        (162,069)     226,180     (134,192)      316,351
---------------------------------------------------------------------------------------------------------------
    Comprehensive loss:                                      $  907,539  $ 5,435,036   $8,545,955   $16,475,147
===============================================================================================================
</TABLE>



                                       8
<PAGE>

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



10. United States generally accepted accounting principles (continued)

<TABLE>
(b)  Balance sheet:
==========================================================================================================
                                                                         Sept 30, 2002        Dec 31, 2001
                                                                           (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                                                             $ 4,691,634         $13,657,675
==========================================================================================================

----------------------------------------------------------------------------------------------------------
Shareholders' Equity
Share capital in accordance with Canadian GAAP                            $55,576,063         $42,447,141
  Foreign exchange effect on conversion of 1998 and prior
    share capital transactions                                                543,269             543,269
  Additional paid in capital relating to stock options issued
    to non-employees                                                          520,999             520,999
  Additional paid in capital related to escrow shares                         107,077             107,077
----------------------------------------------------------------------------------------------------------
Share capital in accordance with United States GAAP                        56,747,408          43,618,486
----------------------------------------------------------------------------------------------------------
Special warrants in accordance with Canadian and United States
GAAP                                                                                -          13,004,340
----------------------------------------------------------------------------------------------------------
Additional paid-in-capital in accordance with Canadian and United
States GAAP                                                                     9,019                   -
----------------------------------------------------------------------------------------------------------
                                                                            1,613,096           1,613,096
----------------------------------------------------------------------------------------------------------
Deficit in accordance with Canadian GAAP                                  (53,306,224)        (44,626,077)
  Foreign exchange effect on conversion of 1998 and prior
    income statements                                                        (189,240)           (189,240)
  Cumulative effect of stock based compensation relating
    to stock options issued to non-employees                                 (519,411)           (519,411)
  Cumulative effect of stock based compensation relating
    to escrow shares                                                         (101,474)           (101,474)
----------------------------------------------------------------------------------------------------------
Deficit in accordance with United States GAAP                             (54,116,349)        (45,436,202)
----------------------------------------------------------------------------------------------------------
                                                                             (495,050)           (630,548)
Cumulative translation account in accordance with Canadian
GAAP
  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                     (856,270)           (991,768)
    States GAAP
----------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with U.S. GAAP                         $ 3,396,904         $11,807,952
==========================================================================================================
</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, 2001  included in the  Corporation's  annual  report on Form
10-K.


Forward-Looking Statements

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

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

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


Critical Accounting Policies

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

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

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

The  Company  recognizes  revenue  on the  percentage  of  completion  basis for
software  development  contracts.  The  Company  assesses  the  portion  of each
contract that is completed  based upon estimates of time and resources  incurred
and required for



                                       10
<PAGE>

completion of the contract.  Various factors, including unforeseen complications
in the development and availability of key resources,  could  materially  impact
these  estimates.  No  software  development  contracts  have been signed in the
nine-months ended September 30, 2002.

The Company  prepares its  financial  statements  in  accordance  with  Canadian
Generally Accepted Accounting  Principals  ("GAAP") and subsequently  reconciles
them to US GAAP. A detailed description of this reconciliation,  and assumptions
therein, is included in Note 10 to the financial statements.

The  Company's  Significant  Accounting  Policies are described in Note 2 to the
Consolidated  Financial  Statements  found in Item 8 of the Company's  Form 10-K
filed on March 28, 2002, except for the change to the accounting for stock based
compensation that is described in Note 3 to these interim financial statements.


Overview

The Company experienced its second consecutive quarter of revenue growth for the
period  ending  September  30,  2002.  At the same time,  the sales  environment
remains  challenging where  corporations  continue to be very conservative on IT
spending and have consequently  delayed large investments in new technology.  In
order to  preserve  capital,  the  Company  continues  to manage  its  operating
expenses prudently and increase operational  efficiencies following the business
restructuring  which occurred in the second quarter of 2002. This consisted of a
reduction in headcount, reduction of operations and consolidation of facilities.
Although the company continues to have US operations, the Company terminated its
lease in Bellevue, Washington and amended its lease in Burnaby, British Columbia
in order to  reduce  its  office  space.  The  Company  also  established  a new
management structure called the Office of the President, currently consisting of
CTO Sal Visca,  CFO  George  Reznik,  board  member Jim  McIntosh  and  recently
appointed  EVP Sales &  Marketing,  Bill  Tam.  The  result of these  structural
changes is a more streamlined  operation with fewer  administrative  levels with
continued investment in key areas such as sales and product development.


Third  quarter 2002  compared to second  quarter of 2002 and to third quarter of
2001.

Revenues for the third quarter of 2002 were $676,415 representing an increase of
31% from  $517,977  in the second  quarter  of 2002 and a  decrease  of 27% from
$923,282 in the third  quarter of 2001.  Revenues  in the third  quarter of 2002
were derived 69% from software  license fees, 13% from  maintenance  and support
fees, and 18% from technical  service fees.  Gross margins for the third quarter
of 2002 were 67%,  compared to 78% in the previous  quarter and 76% in the third
quarter of 2001.  Gross margin for the current quarter was lower than historical
trend due to the  bundling  of  complementary  third-party  products  during the
period.

Total expenses for the second quarter ended September 30, 2002 were  $1,689,127,
which  decreased 62% from  $4,464,657 in the previous  quarter and decreased 69%
from  $5,433,966  in the third  quarter  of 2001.  The  decrease  over the prior
quarter was largely due to the impact of business  restructuring  and  increased
operating efficiencies initiated during the second quarter.

Operating  expenses  (excluding  amortization  and  restructuring  charges) were
$1,415,129  for  the  third  quarter  2002,  representing  a 45%  decrease  from
$2,587,613 in the second  quarter of 2002 and a 68% decrease from  $4,376,255 in
the third quarter of 2001.

Total research and  development  ("R&D")  expenses for the third quarter of 2002
totaled $430,822  representing a decrease of 47% from the prior quarter total of
$815,492  and 62% from  $1,124,893  in the third  quarter of 2001.  The  Company
continues to ensure that its



                                       11
<PAGE>

investment  in  R&D  is   sufficient  to  support  its  current   product  line.
Approximately 50% of the Company's total headcount remains in R&D.

Sales &  marketing  expenses  for the  quarter  ended  September  30,  2002 were
$597,865, compared to $1,179,481 in the second quarter of 2002 and $2,287,515 in
the third quarter of 2001. The decrease of 49% from the previous quarter was due
to  reductions  in headcount  and due to lower  spending in areas such as direct
marketing programs and other promotion initiatives.

General and  administrative  ("G&A") expenses of $386,442  decreased by 35% from
expenses of $592,640 in the prior  quarter and 60% from  expenses of $963,847 in
the  comparable  period  in 2001.  The  decrease  was  primarily  attributed  to
headcount   reduction,   lower   professional   fees   and   reduced   corporate
administrative  expenses as a result of the restructuring that took place in the
second quarter of 2002.

Amortization  expense  totaled  $273,998 in the quarter ended September 30, 2002
which is 41% lower than  amortization  expense of $461,664 in the prior  quarter
and 53% lower than  $584,757  in the third  quarter of 2001.  The  reduction  in
amortization  expense  reflects  the write down of fixed  assets  and  leasehold
improvements as a result of the second quarter 2002 business restructuring.

Foreign exchange gain was $150,850 for the third quarter of 2002,  compared to a
loss of $185,910 in the prior  quarter and a loss of $2,424 in the third quarter
of 2001.  The  changes are due to  fluctuations  in the  foreign  exchange  rate
between the Canadian and US Dollar. The US dollar strengthened  approximately 6%
against the  Canadian  dollar  during the quarter that  impacted  the  Company's
results as  significant  portions of the Company's  monetary  balances are in US
denomination.


Nine months ended September 30, 2002 compared to Nine months ended September 30,
2001

Total  revenues for the nine months ended  September  30, 2002 were  $1,519,653,
which  represents a 43% decrease  from  $2,654,386 in the  comparable  period in
2001. The revenue  breakdown for the nine-month period ending September 30, 2002
comprised  of 68% in license  fees,  18% in support and  maintenance  and 14% in
technical  service  fees.  Gross  margins  were 76% for the current  nine months
compared to 87% in the nine months ended  September 30, 2001 due to a write-down
of  obsolete  inventory  in the  second  quarter  of 2002  and the  bundling  of
complementary third-party products during the third quarter of 2002.

Total  operating  expenses  for the nine  months  ended  September  30, 2002 was
$9,878,384,  which is 44% lower than  $17,755,394  for the same  period in 2001.
Current R&D expenses  decreased 52% to $2,148,293 in the 2002 period as compared
to $4,461,215 in the 2001 period,  due to a lower headcount and reduced usage of
contractors.  Sales and marketing  expenses of $3,401,570  for 2002 decreased by
55% from  $7,548,884  for 2001 largely  attributed to headcount  reductions  and
conservative  spending in marketing  programs,  advertising and public relations
campaigns. G&A costs of $1,695,075 for the current period represented a decrease
of 47% from  $3,170,451  from last year and  resulted  from a smaller  operating
structure  and  reduced  overhead.   Total  operating   expenses  also  included
$1,415,380  current year  restructuring  charges  compared to  $1,226,695 in the
prior year,  which reflects a more aggressive and prudent  financial  management
initiative in the current year.

Amortization  expense  decreased to  $1,218,066 in the first nine months of 2002
from $1,348,149 in the same period of 2001. The decline in amortization expenses
is related to



                                       12
<PAGE>


one time  write-down  of fixed  assets  from the second  quarter  restructuring,
eliminating future depreciation on those assets that are no longer in use, along
with nominal purchases of new assets in the current year.

Interest & other  income  for the nine  months  ended  September  30,  2002 were
$51,118 compared to $246,182 in the comparable period in 2001. The Company had a
higher  average  balance of interest  bearing  amounts in the prior  year,  as a
result of financing that closed during the first quarter of 2001.

Foreign exchange loss at the end of September 30, 2002, decreased to $2,424 from
a loss of  $165,328  over the same  period in the  prior  year.  Similarly,  the
Comparing had a higher average balance of accounts in foreign currencies,  which
were affected by market changes in foreign exchange rates during the year.


Liquidity and Capital Resources

The Company's cash, cash equivalents and short-term investments at September 30,
2002 totaled  $3,150,745.  Included in this total amount is security of $150,000
held in short term investments to support a lease  obligation.  Also included in
this total  amount is  $350,000  being  held as  allocated  funds for  potential
severance,  as related to previously initiated business restructuring during the
current year.

Company had total working capital of $2,728,895 at September 30, 2002,  compared
to  $9,276,808 at December 31, 2001 and negative  working  capital of 469,604 at
September 30, 2001.

Capital assets decreased  significantly  from $2,531,144 at December 31, 2001 to
$642,668 at September 30, 2002,  primarily due to a one-time write-down of fixed
assets  related  to the  exit of lease  facilities  from  the  recent  corporate
restructuring  during the second quarter.  Under prudent  financial  management,
only a nominal  amount of capital asset  purchases  were made during the quarter
ending September 30, 2002.

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

At September 30, 2002 the Company's  primary  sources of liquidity  consisted of
cash and short-term  investments,  an operating loan facility, and a convertible
loan agreement.  The operating loan facility has a credit limit of Cdn $100,000,
secured by short-term  investments.  The convertible  loan agreement,  signed on
March 8,  2002 with HP,  provides  the  Company  with  access  to funds  under a
convertible revolving loan of up to $2,000,000. The principal amount outstanding
under  the loan may be  converted  into  Common  Shares  at a price of $1.00 per
share,  at any  time up to March 8,  2005,  subject  to  adjustment  in  certain
circumstances.  The Company  may draw down  amounts  under the loan  provided it
meets certain standard working capital conditions.  Until December 31, 2002, the
Company  may draw down  amounts  not to exceed  150% of the total  amount of the
Company's cash, cash equivalents and net accounts receivable from HP. During the
remainder  of the term of the HP loan,  the Company may draw down amounts not to
exceed the Company's  working  capital (as described in the loan agreement) from
time to time.  The principal  amount  outstanding  bears  interest at prime plus
3.25%.  Certain  assets of the Company,  excluding  its  intellectual  property,
secure the loan.  At September  30, 2002,  no amounts  were  outstanding  on the
operating line or the convertible loan.



                                       13
<PAGE>

The Company initiated a restructuring  plan during the second quarter of 2002 in
order to meet its  aggressive  cost  reduction  initiatives.  As a result of the
plan, the Company  believes that the total amount of cash, cash  equivalents and
short-term  investments  will be sufficient  to ensure that the Company  remains
funded  through  2002.  Thereafter,  the  Company  may need to raise  additional
capital  for  working  capital  or  expenses.  The  Company  may also  encounter
opportunities  for  acquisitions  or other  business  initiatives  that  require
significant cash commitments,  or unanticipated  problems or expenses that could
result in a requirement  for additional  cash before that time.  There can be no
assurance that additional  financing will be available on terms favorable to the
Company or its  shareholders,  or on any terms at all.  The  inability to obtain
such  financing  would  have a  material  adverse  impact  on the  Corporation's
operations.  To the extent that such  financing is  available,  it may result in
substantial dilution to existing shareholders.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company  conducts the majority of its  transactions in Canadian dollars and,
therefore,  uses the  Canadian  dollar  as its  base  currency  of  measurement.
However, most of the Company's revenues and some of its expenses are denominated
in United States dollars which results in an exposure to foreign  currency gains
and losses on the resulting US dollar denominated cash, accounts receivable, and
accounts payable balances. As of September 30, 2002, the Company has not engaged
in  derivative  hedging  activities  on  foreign  currency  transactions  and/or
balances.   Although  realized  foreign  currency  gains  and  losses  have  not
historically  been material,  fluctuations  in exchange rates between the United
States  dollar  and other  foreign  currencies  and the  Canadian  dollar  could
materially  affect the Company's  results of operations.  To the extent that the
Company  implements  hedging  activities  in the future with  respect to foreign
currency exchange transactions,  there can be no assurance that the Company will
be successful in such hedging activities.

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


ITEM 4. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures

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

(b)  Changes in internal controls

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


                                       14
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The  Company   received  a  letter  dated   September  17,  2001  from  Glenayre
Electronics,  Inc.  ("Glenayre")  informing the Company that  Glenayre  requires
indemnity for certain legal and other costs  associated  with a lawsuit  between
Glenayre and another third party,  pursuant to agreements  between  Glenayre and
the Company.  The Company was previously  only one of a number of suppliers that
developed  and  supplied  technology  to Glenayre  for the products and services
which were part of the claims made by the third  party.  On June 24,  2002,  the
Company  received a  statement  of claim from  Glenayre  seeking  indemnity  and
payment of legal and other  expenses in  connection  with its  lawsuit  with the
third  party.  The claim  comprised  of  $608,000  in legal fees and  $50,000 in
internal expenses.

Ultimately,  the dispute with Glenayre was successfully  settled and resolved on
October 30, 2002. Under the settlement, Infowave agreed to pay Glenayre $130,000
in  cash  plus  warrants  to  purchase  up to  20,000  Infowave  common  shares,
exercisable at a price of Cdn $0.22 per common share for two years from the date
of issue,  and  Glenayre  has agreed to a consent  dismissal  of its claim.  The
issuance  of the  warrants  is  subject  to  receipt  of  applicable  regulatory
approval.  The difference between the actual settlement and estimated settlement
amount  accrued  in the  financial  statements  is  insignificant  and  will  be
reflected in the financial statements for the period ending December 31, 2002.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

None.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.


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

None.


ITEM 5.  OTHER INFORMATION

On August 30, 2002,  the Company  announced that both Travis L. Provow (Lee) and
Phil Ladouceur have resigned from Infowave's board of directors.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits


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

         3.1(2)     Memorandum and Articles of registrant

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

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



                                       15
<PAGE>

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

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

         *4.5(5)    Stock Option Plan, as amended

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

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

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

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

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

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

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

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

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

         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



                                       16
<PAGE>


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

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

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

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

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

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

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

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



                                       17
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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




                                       18
<PAGE>

     (6)  Incorporated by reference to the Corporation's  Registration Statement
          on Form 8-A filed on July 13, 2000
     (7)  Incorporated  by reference to the  Corporation's  Quarterly  Report on
          Form 10-Q for the period ended June 30, 2000.
     (8)  Incorporated by reference to the  Corporation's  Annual Report on Form
          10-K for the year ended December 31, 2000.
     (9)  Incorporated  by reference to the  Corporation's  Quarterly  Report on
          Form 10-Q for the period ended June 30, 2001.
     (10) Incorporated  by reference to the  Corporation's  Quarterly  Report on
          Form 10-Q for the period ended September 30, 2001.
     (11) Incorporated by reference to the  Corporation's  Annual Report on Form
          10-K for the year ended December 31, 2001.
     (12) Incorporated  by reference to the  Corporation's  Quarterly  Report on
          Form 10-Q for the period ended June 30, 2002.
     (13) Incorporated  by  reference  to the  Corporation's  Form 8-K  filed on
          September 26, 2002.


(b) Reports on Form 8-K

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









                                       19
<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, 2002

                                   INFOWAVE SOFTWARE, INC.


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











                                       20
<PAGE>

                                  CERTIFICATION


I, George Reznik, certify that:

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

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

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

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

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

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

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

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

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

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


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

Date: November 14, 2002             /s/ George Reznik
                                    -----------------------------------------
                                    George Reznik
                                    Chief Financial Officer, Office of the
                                    President
                                    (Principal Financial and Accounting Officer
                                    and Principal Executive Officer)



<PAGE>

                                  CERTIFICATION


I, Bill Tam, certify that:


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

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

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

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

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

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

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

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

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

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


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



Date: November 14, 2002             /s/ Bill Tam
                                    -----------------------------------------
                                    Bill Tam
                                    Office of the President
                                    (Principal Executive Officer)


<PAGE>


                                  CERTIFICATION


I, Sal Visca, certify that:


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

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

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

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

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

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

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

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

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

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


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


Date: November 14, 2002             /s/ Sal Visca
                                    -----------------------------------------
                                    Sal Visca
                                    Office of the President
                                    (Principal Executive Officer)

<PAGE>


                                  CERTIFICATION

I, Jim McIntosh, certify that:

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

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

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

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

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

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

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

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

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

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


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


Date: November 14, 2002             /s/ Jim McIntosh
                                    -----------------------------------------
                                    Jim McIntosh
                                    Office of the President
                                    (Principal Executive Officer)


<PAGE>


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


In  connection  with  the  Quarterly  Report  of  Infowave  Software  Inc.  (the
"Company")  on Form 10-Q for the period ended  September  30, 2002 as filed with
the  Securities  and Exchange  Commission on the date hereof (the  "Report"),  I
George  Reznik,  Chief  Financial  Officer  and a member  of the  Office  of the
President  of the  Company,  certify,  pursuant  to 18 U.S.C.  1350,  as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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


                                        /s/ George Reznik
                                        ----------------------------------------
                                        George Reznik
                                        Chief Financial Officer,
                                        Office of the President
                                        (Principal Financial and
                                        Accounting Officer and
                                        Principal Executive
                                        Officer)
                                        November 14, 2002



<PAGE>

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


In  connection  with  the  Quarterly  Report  of  Infowave  Software  Inc.  (the
"Company")  on Form 10-Q for the period ended  September  30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I Bill
Tam, a member of the Office of the President of the Company,  certify,  pursuant
to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:

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



                                        /s/ Bill Tam
                                        ----------------------------------------
                                        Bill Tam
                                        Office of the President
                                        (Principal Executive Officer)
                                        November 14, 2002



<PAGE>


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


In  connection  with  the  Quarterly  Report  of  Infowave  Software  Inc.  (the
"Company")  on Form 10-Q for the period ended  September  30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),  I Sal
Visca, a member of the Office of the President of the Company, certify, pursuant
to 18 U.S.C.  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:

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


                                        /s/ Sal Visca
                                        ----------------------------------------
                                        Sal Visca
                                        Office of the President
                                        (Principal Executive Officer)
                                        November 14, 2002






<PAGE>


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


In  connection  with  the  Quarterly  Report  of  Infowave  Software  Inc.  (the
"Company")  on Form 10-Q for the period ended  September  30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I, Jim
McIntosh,  a member of the  Office of the  President  of the  Company,  certify,
pursuant  to 18  U.S.C.  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that:

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



                                        /s/ Jim McIntosh
                                        ----------------------------------------
                                        Jim McIntosh
                                        Office of the President
                                        (Principal Executive Officer)
                                        November 14, 2002