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, 2000

[ ]  Transition  report  pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934.

     For the Transition Period From ______ to ______


                        COMMISSION FILE NUMBER 000-26867

                             INFOWAVE SOFTWARE, INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such period that the  registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X]   No [ ]


           COMMON SHARES OUTSTANDING AT SEPTEMBER 30, 2000: 21,076,551



<PAGE>

                             INFOWAVE SOFTWARE, INC.

                             INDEX to the FORM 10-Q

                  For the Nine Months Ended September 30, 2000


<TABLE>
<S>     <C>                                                                                    <C>
Part I. Financial Information

Item 1. Financial Statements

        a) Consolidated Balance Sheets
           September 30, 2000 and December 31, 1999.............................................1

        b) Consolidated Statements of Operations and Deficit
           For the three-month and nine-month periods ended September 30, 2000 and 1999.........2

        c) Condensed Consolidated Statements of Cash Flows
           For the nine months ended September 30, 2000 and 1999................................3

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

Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations....................................................9

Item 3. Quantitative and Qualitative Disclosures About Market Risk.............................13


Part II.  Other Information

Item 1. Legal Proceedings......................................................................14

Item 2. Changes in Securities and Use of Proceeds..............................................14

Item 3. Defaults upon Senior Securities........................................................14

Item 4. Submission of Matters to a Vote of Security Holders....................................14

Item 5. Other Information......................................................................14

Item 6. Exhibits and Reports on Form 8-K.......................................................14


Part III.  Signatures..........................................................................15
</TABLE>




                                       i
<PAGE>

Part I.  Financial Information

Item 1.  Financial Statements


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


<TABLE>
================================================================================================
                                                               September 30,        December 31,
                                                                   2000                1999
                                                               (Unaudited)
------------------------------------------------------------------------------------------------
<S>                                                           <C>                    <C>
Assets

Current Assets:
        Cash and cash equivalents                             $ 6,807,786            $4,359,090
        Short term investments, at cost which
             approximates fair market value                     6,696,979                     -
        Accounts receivable                                       631,570             1,916,961
        Inventory (note 4)                                              -               588,981
        Prepaid expenses (note 5)                               3,523,352               170,662
------------------------------------------------------------------------------------------------
                                                               17,659,687             7,035,694

Capital assets (note 6)                                         2,258,510               984,698

Deferred charges                                                   10,376                34,100
------------------------------------------------------------------------------------------------
                                                              $19,928,573            $8,054,492
------------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity

Current liabilities:
        Accounts payable and accrued liabilities              $   787,690            $1,014,673
        Deferred revenue                                           18,668                     -
------------------------------------------------------------------------------------------------
                                                                  806,358             1,014,673

Shareholders' equity (note 7)
        Share capital
            Authorized: 100,000,000 voting common shares
            Issued: 21,076,551 (1999 - 18,297,470)             35,135,324            12,526,949
        Deficit                                               (15,889,567)           (5,776,773)
        Cumulative translation account                           (123,542)              289,643
        ----------------------------------------------------------------------------------------
                                                               19,122,215             7,039,819
------------------------------------------------------------------------------------------------
                                                              $19,928,573            $8,054,492
------------------------------------------------------------------------------------------------

</TABLE>




                                       1
<PAGE>

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


<TABLE>
=====================================================================================================================
                                                            Three months ended                    Nine months ended
                                                   ---------------------------------    -----------------------------
                                                   September 30,      September 30,    September 30,     September 30,
                                                        2000              1999              2000             1999
                                                    (Unaudited)        (Unaudited)      (Unaudited)       (Unaudited)
---------------------------------------------------------------------------------------------------------------------
<S>                                                <C>               <C>               <C>               <C>
Revenue                                            $   509,849       $   98,317        $   745,013       $  248,855

Cost of goods sold                                      17,115                -            132,749           21,822
---------------------------------------------------------------------------------------------------------------------
                                                       492,734           98,317            612,264          227,033
Expenses:
      Research and development                         852,567          240,346          2,315,132          765,365
      Sales and marketing                            2,288,730          376,561          4,893,313          934,307
      General and administrative                       825,503          436,638          1,895,602          827,844
      Depreciation and amortization                    189,666           53,565            446,783          127,016
---------------------------------------------------------------------------------------------------------------------
                                                     4,156,466        1,107,110          9,550,830        2,654,532
---------------------------------------------------------------------------------------------------------------------
Operating loss from continuing operations            3,663,732        1,008,793          8,938,566        2,427,499

Interest and other income                              280,436           44,619            558,723           71,411
---------------------------------------------------------------------------------------------------------------------
Loss from continuing operations                      3,383,296          964,174          8,379,843        2,356,088

Discontinued operations:
      Loss (earnings) from operations (note 3)               -         (362,325)           473,088         (586,744)
            Loss (gain) on disposal (note 3)          (256,212)               -          1,259,863                -
---------------------------------------------------------------------------------------------------------------------
                                                      (256,212)        (362,325)         1,732,951         (586,744)
---------------------------------------------------------------------------------------------------------------------
Net loss for the period                              3,127,084          601,849         10,112,794        1,769,344

Deficit, beginning of period                        12,762,483        3,656,017          5,776,773        2,488,522
---------------------------------------------------------------------------------------------------------------------
Deficit, end of period                             $15,889,567       $4,257,866        $15,889,567       $4,257,866
---------------------------------------------------------------------------------------------------------------------
Loss (earnings) per share
      Continuing operations                        $      0.16       $     0.06        $      0.43       $     0.15
      Discontinued operations                      $     (0.01)      $    (0.02)       $      0.09       $    (0.04)
---------------------------------------------------------------------------------------------------------------------
      Net loss                                     $      0.15       $     0.04        $      0.51       $     0.11
---------------------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding       20,879,845       15,533,869         19,655,539       15,402,499
---------------------------------------------------------------------------------------------------------------------
</TABLE>






                                       2
<PAGE>

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



<TABLE>
=================================================================================================
                                                                         Nine months ended
                                                                ---------------------------------
                                                                 September 30,      September 30,
                                                                     2000                1999
                                                                  (Unaudited)        (Unaudited)
-------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>
Net cash provided by (used in) continuing operations            ($11,408,843)       ($1,368,814)
Net cash provided by (used in) discontinued operations              (824,050)           766,729
-------------------------------------------------------------------------------------------------
Total cash flows provided by (used in) operations                (12,232,893)          (602,085)

Cash flows from investing activities:
        Proceeds from sale of imaging division                     1,322,774                  -
        Purchase of short term investments                        (6,696,979)                 -
        Purchase of capital assets                                (2,355,845)          (382,549)
-------------------------------------------------------------------------------------------------
                                                                  (7,730,050)          (382,549)

Cash flows from financing activities:
        Issuance of shares for cash, net of issue costs            3,581,337            324,953
        Issuance of warrants for cash, net of issue costs         19,027,038          4,284,797
-------------------------------------------------------------------------------------------------
                                                                  22,608,375          4,609,750

Foreign exchange gain (loss) on cash and cash
          equivalents held in a foreign currency                    (196,736)           127,089
-------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents                              2,448,696          3,752,205

Cash and cash equivalents, beginning of period                     4,359,090          1,047,319
-------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                          $6,807,786         $4,799,524
-------------------------------------------------------------------------------------------------

</TABLE>







                                       3
<PAGE>

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


1.   Basis of presentation

     The accompanying unaudited consolidated financial statements do not include
all  information  and footnote  disclosures  required  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,  2000  and for  all  periods
presented,  have  been  included.   Interim  results  for  the  three-month  and
nine-month  periods ended September 30, 2000 are not  necessarily  indicative of
the results that may be expected for the fiscal year as a whole.

     The unaudited  consolidated  balance  sheet,  statement of  operations  and
deficit  and  condensed  statement  of cash flows  include  the  accounts of the
Company and its wholly owned  subsidiary  company,  Infowave USA Inc., which was
incorporated on July 1, 2000.  These statements have been prepared in accordance
with Canadian  generally  accepted  accounting  principles for interim financial
information.  Except as disclosed in note 8, these financial  statements comply,
in all material respects,  with generally accepted accounting  principles in the
United States.

     These financial statements should be read in conjunction with the financial
statements  and notes thereto  included in the  Company's  annual report on Form
10-K for the fiscal year ended  December 31, 1999. In addition to the accounting
policies stated in the annual  financial  statements of the Company  reported on
Form 10-K, the Company's  accounting  policy for advertising is that advertising
costs are expensed in the period the first associated advertising takes place.

2.   Loss per share

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

3.   Discontinued operations

     Effective August 31, 2000 the Company  completed the sale of the net assets
and  business  operations  of its  Imaging  Division  for a net  sale  price  of
$1,322,774.  One million  dollars of the sale price was  received on closing and
the balance was received in November 2000. The  disposition  was recognized as a
discontinued operation at March 31, 2000.




                                       4
<PAGE>

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



The loss (gain) on disposal of the Imaging Division consists of:
<TABLE>
===================================================================================================
                                                        Three months ended       Nine months ended
                                                        September 30, 2000      September 30, 2000
---------------------------------------------------------------------------------------------------
<S>                                                     <C>                      <C>
Loss from operations subsequent to March 31, 2000           $367,211                $1,096,120
Employee severance costs                                           -                    91,277
Professional fees                                             44,328                   113,958
Gain on sale of net assets                                   (41,492)                  (41,492)
---------------------------------------------------------------------------------------------------
                                                             370,047                 1,259,863
Reversal of prior quarter accrual                           (626,259)                        -
---------------------------------------------------------------------------------------------------
                                                           ($256,212)               $1,259,863
===================================================================================================
</TABLE>


The net assets of the Imaging Division on August 31, 2000 were comprised of:

=============================================================================
Accounts receivable                                                $392,957
Inventory                                                           448,906
Prepaid expenses                                                     68,777
Capital assets                                                      451,534
Accounts payable and accrued liabilities                            (80,892)
-----------------------------------------------------------------------------
                                                                 $1,281,282
=============================================================================


4.   Inventory

Inventory consists of:
============================================================================
                                               September 30,   December 31,
                                                        2000           1999
----------------------------------------------------------------------------
Raw materials                                             -     $503,646
Finished goods                                            -      126,907
----------------------------------------------------------------------------
                                                          -      630,553
Less allowance for obsolete stock                         -      (41,572)
----------------------------------------------------------------------------
                                                          -     $588,981
============================================================================


5.   Prepaid expenses

Included in prepaid  expenses at  September  30, 2000 are  advertising  costs of
$3,385,000 which will be charged to income in the fourth quarter of 2000.

6.   Capital assets

<TABLE>
===============================================================================================
                                                                  Accumulated       Net Book
September 30, 2000                                  Cost          Depreciation        Value
-----------------------------------------------------------------------------------------------
<S>                                              <C>                <C>            <C>
Computer equipment and software                  $1,879,127         $552,471       $1,326,656
Leasehold improvements                              343,652           18,358          325,294
Office equipment                                    557,723           43,961          513,762
Software licenses and purchased source code         204,497          111,699           92,798
-----------------------------------------------------------------------------------------------
                                                 $2,984,999         $726,489       $2,258,510
===============================================================================================
</TABLE>



                                       5
<PAGE>

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


<TABLE>
=============================================================================================
                                                                  Accumulated       Net Book
December 31, 2000                                  Cost          Depreciation        Value
---------------------------------------------------------------------------------------------
<S>                                              <C>                <C>             <C>
Computer equipment and software                  $1,521,728         $870,877        $650,851
Leasehold improvements                              196,522          137,727          58,795
Office equipment                                    261,794          124,780         137,014
Software licenses and purchased source code         365,069          227,031         138,038
---------------------------------------------------------------------------------------------
                                                 $2,345,113       $1,360,415        $984,698
=============================================================================================
</TABLE>


7.   Shareholders' equity

     On April 13, 2000 the Company issued 924,000 special warrants at a price of
$21.96  (Cdn.$32.50)  per special  warrant for net cash proceeds of $19,027,038.
Each special warrant is exercisable without payment of additional  consideration
for one Common Share of the  Company.  In addition,  the Company  issued  46,200
special  compensation  warrants  to the  underwriters  in  connection  with this
issuance.  Each special  compensation  warrant is exercisable without additional
consideration into one compensation  warrant entitling the holder to acquire one
common share at a price of $21.96  (Cdn.$32.50)  per share for a two year period
ending April 13, 2002.

8.   United States generally accepted accounting principles

     These interim  financial  statements  have been prepared in accordance with
generally accepted accounting principles ("GAAP") in Canada. Reference should be
made to note 13 of the  Company's  annual  financial  statements  filed with the
Securities and Exchange Commission under cover of Form 10-K for a description of
material  differences  between  Canadian and United  States GAAP.  No additional
reconciling  items have been  identified in the period ended September 30, 2000.
The following are the material  measurement  differences from GAAP in the United
States as they relate to the Company's September 30, 2000 financial statements:







                                       6
<PAGE>

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


(a)  Net loss and net loss per share:
<TABLE>
==================================================================================================================================
                                                                        Three months ended                  Nine months ended
                                                                -------------------------------    -------------------------------
                                                                September 30,     September 30,    September 30,    September 30,
                                                                   2000               1999            2000              1999
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                 <C>             <C>              <C>
Loss from continuing operations in accordance with
Canadian GAAP                                                   $3,383,296          $964,174        $8,379,843       $2,356,088
Adjustment for stock-based compensation relating to
stock options issued to non-employees                                1,755             5,446             5,300           16,338
Adjustment for stock-based compensation relating to
escrow shares                                                        3,075             8,819             9,793           28,114
----------------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations in accordance with
United States GAAP                                               3,388,126           978,439         8,394,936        2,400,540
Discontinued operations:
      Loss (earnings) from operations                                    -          (362,325)          473,088         (586,744)
      Loss (gain) on disposal                                     (256,212)                -         1,259,863                -
----------------------------------------------------------------------------------------------------------------------------------
                                                                  (256,212)         (362,325)        1,732,951         (586,744)
----------------------------------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP                  $3,131,914          $616,114       $10,127,887       $1,813,796
==================================================================================================================================

Weighted average number of shares outstanding in
accordance with Canadian GAAP                                   20,879,845        15,533,869        19,655,539       15,402,499
Adjustment for weighted average number of
contingently issued shares pursuant to employee
incentive plan                                                     (44,500)         (176,000)          (73,208)        (255,000)
Adjustment for weighted average number of
contingently issued shares pursuant to employment
agreement                                                                -           (37,778)                -          (66,111)
----------------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding in
accordance with United States GAAP                              20,835,345        15,320,091        19,582,331       15,081,388
==================================================================================================================================

==================================================================================================================================
Loss (earnings) per share:
      Continuing operations                                          $0.16             $0.06             $0.43            $0.16
      Discontinued operations                                       ($0.01)           ($0.02)            $0.09           $(0.04)
----------------------------------------------------------------------------------------------------------------------------------
      Net loss                                                       $0.15             $0.04             $0.52            $0.12
==================================================================================================================================

==================================================================================================================================
Comprehensive loss:
      Net loss in accordance with United
          States  GAAP                                          $3,131,914          $616,114       $10,127,887       $1,813,796
      Other comprehensive loss (income):
            Foreign currency translation
                adjustment                                         263,064           (41,920)          413,185         (305,695)
----------------------------------------------------------------------------------------------------------------------------------
                                                                $3,394,978          $574,194       $10,541,072       $1,508,101
==================================================================================================================================
</TABLE>



                                       7
<PAGE>

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



(b)  Balance sheet:

<TABLE>
=========================================================================================
                                                          September 30,      December 31,
                                                              2000              1999
-----------------------------------------------------------------------------------------
<S>                                                        <C>              <C>
Total assets in accordance with Canadian GAAP              $19,928,573      $8,054,492
Adjustments to US GAAP                                         (10,376)        (34,100)
-----------------------------------------------------------------------------------------
Total assets in accordance with U.S. GAAP                  $19,918,197      $8,020,392
=========================================================================================


=========================================================================================
                                                          September 30,      December 31,
                                                              2000              1999
-----------------------------------------------------------------------------------------
Shareholders' equity in accordance with Canadian GAAP     $19,122,215       $7,039,819
Adjustments to US GAAP                                        (10,376)        (34,100)
-----------------------------------------------------------------------------------------
Shareholders' equity in accordance with U.S. GAAP         $19,111,839       $7,005,719
=========================================================================================

</TABLE>










                                       8
<PAGE>


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

Investors should read the following in conjunction with the unaudited  financial
statements  and  notes  thereto  included  in Part I - Item 1 of this  Quarterly
Report,  and the audited  financial  statements  and notes  thereto for the year
ended  December 31, 1999  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  Corporation  believes  that  the  expectations  reflected  in its
forward-looking  statements are reasonable,  it cannot guarantee future results,
levels  of  activity,  performance  or  achievements  or  other  future  events.
Moreover, neither the Corporation nor anyone else assumes responsibility for the
accuracy and  completeness  of  forward-looking  statements.  The Corporation is
under no duty to update any of its forward-looking  statements after the date of
this  filing.  The reader  should not place undue  reliance  on  forward-looking
statements.

Corporate Summary

During the third  quarter of 2000,  Infowave  continued to move forward with the
implementation  of  its  wireless  business   strategy.   The  Company  achieved
significant product,  market and business milestones which set the stage for the
future growth of the Company.

The  research  and  development  team  continued  to make  tangible  progress on
Infowave's product and technology plan. During the quarter,  the Company shipped
an upgraded  version of the Wireless  Business Engine that included new features
for enhanced  performance,  usability,  and enterprise  scalability,  as well as
support for the CDMA and GSM wireless  networks.  The Company also completed the
first contract  milestone in its development  agreement with Intel  Corporation,
and management  expects to achieve the second  milestone prior to the end of the
fourth quarter.

In September  2000, the marketing team launched a major branding  initiative and
advertising campaign.  This campaign includes advertisements in major magazines,
newspapers, billboards, and online media across the United States commencing in



                                       9
<PAGE>

October  2000.  The focus of the campaign is to build  awareness of the Infowave
brand with corporate  executives and  technology  managers.  As at September 30,
2000, the Corporation had prepaid $3.39 million,  or  approximately  75%, of the
expenditures associated with this initiative.

During the third quarter,  Infowave  implemented a new product pricing  strategy
that includes revised per-seat pricing for individual  Wireless  Business Engine
modules,  as well as a "suite"  offering  for the complete  Infowave  enterprise
solution.  Initial  market  reaction to the revised  offering has been positive,
with the Infowave Suite being chosen by 56% of new enterprise  customers  during
the quarter. The Company also experienced strong initial demand for the Exchange
Connector  (Web  Phones),  a new feature  introduced  in June 2000 that provides
wireless access to Microsoft  Exchange from the new generation of web phones and
Palm devices  equipped with a web browser.  The Exchange  Connector (Web Phones)
was selected by 28% of new enterprise customers in the third quarter of 2000.

The Company continued to acquire and expand  relationships with key partners and
resellers in the third quarter.  In September,  Infowave announced a partnership
agreement with inflightonline who will offer a customized version of Symmetry to
airline  passengers  to enable  them to  receive  onboard  access  to  Microsoft
Exchange(TM).  The marketing team also continued to work with Compaq Corporation
to prepare for the deployment of the Infowave  solution to the Compaq  worldwide
reseller channel.

Effective  August  31,  2000  the  Company  completed  the  sale of its  Imaging
Division.  The total  proceeds  received on the sale were $1.32  million,  which
represented a slight  premium over the book value of the  Division.  The Company
received  one million  dollars of the  proceeds on closing,  and the balance was
received on November 2, 2000. Through conscious controlling of the operations of
the Division prior to the completion of the sale,  management was able to reduce
the cash used in the operations of the Division to amounts less than  previously
estimated,  resulting  in an  accounting  gain on  disposition  of  discontinued
operations for the quarter.

Quarter ended September 30, 2000

The Company  achieved  revenues  of $0.51  million  for the three  months  ended
September  30,  2000,  representing  an increase of 410% over  revenues of $0.10
million during the third quarter of 1999. Third quarter revenue in 2000 included
software  license and  recurring  service  fees of $0.10  million and  technical
service fees of $0.39 million.

Gross margins in the third  quarter of 2000 were 97%,  compared with 100% in the
comparable 1999 period.  Management  expects that gross margins will continue to
fluctuate between quarters until the product mix normalizes.

Research and development expenses of $0.85 million were unchanged from the prior
quarter  of 2000 and  increased  255%  compared  to $0.24  million  in the third
quarter of 1999. Research and development  salaries of $0.65 million represented
an increase of 12% over the second  quarter of 2000 and an increase of 248% over
the third quarter of 1999. Research and development expenses were unchanged from
the prior quarter due to



                                       10
<PAGE>

the fact that increased  salary expense was offset by decreased  recruiting fees
and reduced  contract labour costs.  The increase from the third quarter of 1999
is due to increased employee headcount.  Research and development  headcount was
58 at September 30, 2000 compared to 53 at June 30, 2000 and 27 at September 30,
1999.

Total  sales and  marketing  expenses  for the third  quarter of 2000 were $2.29
million,  representing  an increase of 46% compared to expenses of $1.57 million
in the second  quarter of 2000 and an increase  of 508%  compared to expenses of
$0.38  million  in the  third  quarter  of 1999.  Sales and  marketing  employee
headcount increased to 53 at September 30, 2000 compared to 49 at March 31, 2000
and 20 at September  30, 1999.  Sales and  marketing  salaries of $0.90  million
represented an increase of 32% over the second quarter of 2000 and 504% over the
third quarter of 1999. Other increases in sales and marketing  expenses were due
to increased travel,  communication costs, and trade show attendance, as well as
to fees paid to external agencies for various programs including the redesign of
the Infowave web site,  the  development  of the  corporate  branding  strategy,
market research and public relations.

General and  administration  costs totaled $0.83 million in the third quarter of
2000 versus $0.65 million in the second quarter of 2000 and $0.44 million in the
third quarter of 1999.  The  increases  over prior periods are largely due to an
increase  in  employee  headcount  as well as the fact  that the  prior  periods
included an allocation of some general and  administrative  costs to the Imaging
Division.  General and  administrative  headcount  was 24 at September  30, 2000
compared to 22 at June 30, 2000 and 10 at September 30, 1999. Other increases in
general  and  administrative  costs are  attributable  to  increased  legal fees
related to  increased  business  development  activity  and  increased  employee
recruiting costs.

Depreciation and  amortization  costs totaled $0.19 million in the third quarter
of 2000  compared to $0.17  million in the quarter ended June 30, 2000 and $0.05
million in the quarter  ended  September  30, 1999.  These  increases are due to
increased  expenditures  on computer  equipment  and  facilities  to support the
increase in employee  headcount.

Interest income increased to $0.28 million in the third quarter of 2000 compared
to $0.23  million in the second  quarter of 2000 and $0.05  million in the third
quarter of 1999. The increase is due to higher average cash balances held during
the period.

Nine months ended September 30, 2000

The Company earned revenues of $0.75 million for the nine months ended September
30, 2000,  representing  a 199%  increase over revenues of $0.25 million for the
nine months ended September 30, 1999. Revenue for 2000 included software license
and recurring  service fees of $0.23 million and technical service fees of $0.41
million.  The  remaining  revenue  in 2000  related to  hardware  sales of $0.11
million.

Gross  margins in the nine months ended  September  30, 2000 were 82%,  compared
with 91% in the prior  year.  The change in gross  margins  is due  largely to a
one-time sale of redundant hardware inventory in the second quarter of 2000.



                                       11
<PAGE>

Total operating expenses for the nine months ended September 30, 2000 were $9.55
million  compared to $2.65 million in the comparable  1999 period.  Research and
development  expenses of $2.32 million  increased 203% compared to $0.77 million
in the comparable 1999 period due to increased employee  headcount.  Total sales
and  marketing  expenses  for first  nine  months of 2000  were  $4.89  million,
compared  to $0.93  million in the first nine months of 1999.  This  increase is
primarily due to increased employee headcount and marketing initiatives. General
and  administration  costs  totaled  $1.90  million  in the  nine  months  ended
September  30, 2000 versus  $0.83  million in the  comparable  1999  period.  In
addition  to employee  headcount,  the  increase  in general and  administrative
expenses is due to the fact that a portion of general and  administrative  costs
had  previously  been  allocated  to  the  Imaging  Division.  Depreciation  and
amortization  costs  totaled  $0.45  million  in the first  nine  months of 2000
compared  to $0.13  million  in the first nine  months of 1999 due to  increased
expenditures  on computer  equipment  and  facilities to support the increase in
employee headcount.

Interest  income  increased to $0.56 million in nine months ended  September 30,
2000 compared to $0.07 million in comparable  1999 period due to higher  average
cash balances held during the period.

Liquidity and Capital Resources

Infowave's  cash and  short-term  investment  position  was $13.50  million  and
working  capital was $16.85  million at September  30,  2000,  compared to $4.36
million and $6.02 million,  respectively,  at December 31, 1999. These increases
were the result of $19.0 million raised through the issuance of special warrants
in April as well as from $3.58 million raised through the exercise of previously
issued stock purchase warrants and employee stock options.  The Corporation used
$12.23 million in operations during the first nine months of 2000, primarily due
to the loss for the period and the  prepayment of $3.39  million of  advertising
expenses.  The  effect  of the loss on cash  flows  was  offset  partially  by a
decrease of $0.85 million in accounts  receivable from cash collections from the
Imaging Division prior to the divestiture.  The accounts  receivable  balance at
September  30, 2000  includes  trade  receivables  of $0.18  million,  Goods and
Services  Tax  refunds  of $0.08  million  and $0.32  million  representing  the
remaining proceeds due from the sale of the Imaging Division.

Net cash used in investing activities during the nine months ended September 30,
2000 was $7.73 million, which consisted of $6.70 million used in the purchase of
short term  investments  and $2.36  million of capital  acquisitions,  offset by
$1.32  million of proceeds  from the sale of the Imaging  Division.  The capital
acquisitions  during  the  period  included  the  purchase  of $1.35  million in
computer equipment and $0.52 million in office equipment.  The majority of these
capital acquisitions are attributable to staff increases;  the relocation of the
Vancouver office to new premises within the existing  building;  and the move of
the Corporation's Seattle office to a permanent location.

At September 30, 2000 the Corporation's  primary sources of liquidity  consisted
of cash and short-term  investments and an uncommitted line of credit of Cdn$2.0
million,  which is secured against the short-term  investments.  The Corporation
believes  that the  total  amount  of cash and  short-term  investments  will be
sufficient to meet its  anticipated  cash needs for working  capital and capital
expenditures  through  2001.  Thereafter,  depending on the  development  of the
business, the



                                       12
<PAGE>

Corporation  may need to raise  additional  capital for working capital or other
expenses.  The Corporation may also encounter  opportunities for acquisitions or
other  business  initiatives  that  require  significant  cash  commitments,  or
unanticipated  problems  or  expenses  that could  result in a  requirement  for
additional  cash before that time.  There can be no  assurance  that  additional
financing  will be  available  on  terms  favorable  to the  Corporation  or its
shareholders,  or on any terms at all. The  inability  to obtain such  financing
would have a material  adverse impact on the  Corporation's  operations.  To the
extent that such financing is available,  it may result in substantial  dilution
to existing shareholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Corporation  conducts the majority of its  transactions in Canadian  dollars
and  therefore  uses the Canadian  dollar as its base  currency of  measurement.
However,  most  of the  Corporation's  revenues  and  some of its  expenses  are
denominated  in United  States  dollars  which results in an exposure to foreign
currency gains and losses on the resulting US dollar denominated cash,  accounts
receivable,  and  accounts  payable  balances.  As of September  30,  2000,  the
Corporation  has not engaged in any  derivative  hedging  activities  on foreign
currency  transactions  and/or  balances.  Although  foreign  currency gains and
losses have not  historically  been  material,  fluctuations  in exchange  rates
between the United States dollar and other foreign  currencies  and the Canadian
dollar could materially affect the Corporation's  results of operations.  To the
extent that the  Corporation  implements  hedging  activities in the future with
respect to foreign  currency  exchange  transactions,  there can be no assurance
that the Corporation will be successful in such hedging activities.

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





                                       13
<PAGE>

Part II.  Other Information

Item 1.   Legal Proceedings

          None.

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

          None.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Exhibit
          Number           Description
          ------           -----------
           27.1            Financial data schedule

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

     (b)  Reports on Form 8-K

          A  Form  8-K  was  filed  on  September  12,  2000  stating  that  the
          Corporation had completed the sale of its Imaging  Division.  A second
          Form  8-K was  filed  on  September  25,  2000 to  include  pro  forma
          financial  statements  and  the  final  form  of  the  Asset  Purchase
          Agreement pertaining to the sale of the Division.







                                       14
<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 9, 2000

                                    INFOWAVE SOFTWARE, INC.

                                    /s/ Bijan Sanii
                                    ------------------------------------
                                    Bijan Sanii
                                    President and Chief Operating Officer


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






















                                       15
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number          Description
------          -----------
27.1            Financial data schedule

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