UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 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 July 31, 2002: 57,686,828


<PAGE>


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


Part I.  Financial Information

Item 1. Financial Statements

        a) Consolidated Balance Sheets
           June 30, 2002 and December 31, 2001................................1
        b) Consolidated Statements of Operations and Deficit
           For the three months and six months ended June 30, 2002 and 2001...2
        c) Condensed Consolidated Statements of Cash Flows
           For the three months and six months ended June 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..................................11

Item 3. Quantitative and Qualitative Disclosures About Market Risk...........14

Part II.  Other Information

Item 1. Legal Proceedings....................................................15
Item 2. Changes in Securities and Use of Proceeds............................16
Item 3. Defaults upon Senior Securities......................................16
Item 4. Submission of Matters to a Vote of Security Holders..................16
Item 5. Other Information....................................................17
Item 6. Exhibits and Reports on Form 8-K.....................................17

Part III.  Signatures........................................................21




                                       i
<PAGE>

Part I.  Financial Information
Item 1.  Financial Statements


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

=====================================================================================================
                                                                      June 30,          December 31,
                                                                          2002                  2001
                                                                   (Unaudited)
-----------------------------------------------------------------------------------------------------
<S>                                                                 <C>                   <C>
Assets
Current Assets:
        Cash and cash equivalents                                   $3,865,534           $ 9,087,730
        Short term investments                                         356,429               352,670
        Accounts receivable                                            918,525             1,454,681
        Finished goods inventory                                         5,530                49,710
        Prepaid expenses                                                40,633               181,740
-----------------------------------------------------------------------------------------------------
                                                                     5,186,651            11,126,531

Capital assets (note 5)                                                949,544             2,531,144
-----------------------------------------------------------------------------------------------------
                                                                    $6,136,195           $13,657,675
=====================================================================================================
Liabilities and Shareholders' Equity
Current liabilities:
        Accounts payable and accrued liabilities (note 4)           $1,309,629           $ 1,568,303
        Deferred revenue                                               250,658               281,420
-----------------------------------------------------------------------------------------------------
                                                                     1,560,287             1,849,723
Shareholders' equity:
        Share capital
            Authorized: 100,000,000 voting common shares
            Issued:  57,686,818 (2001: 23,440,203)                  55,523,977            42,447,141
        Special warrants, net of issue costs of $1,882,912                   -            13,004,340
        Additional paid-in-capital (note 6(e))                           9,019                     -
        Other equity instruments (note 6(a))                         1,613,096             1,613,096
        Deficit                                                    (52,236,616)          (44,626,077)
        Cumulative translation account                                (333,568)             (630,548)
        ---------------------------------------------------------------------------------------------
                                                                     4,575,908            11,807,952

-----------------------------------------------------------------------------------------------------
                                                                    $6,136,195           $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                    Six months ended
                                                  June 30, 2002      June 30, 2001      June 30, 2002     June 30, 2001
                                                    (Unaudited)        (Unaudited)       (Unaudited)       (Unaudited)
------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                 <C>               <C>                 <C>
Sales                                            $   517,977         $   873,340       $   843,238         $ 1,731,104

Cost of goods sold                                   111,574              72,883           148,741             187,542
------------------------------------------------------------------------------------------------------------------------
                                                     406,403             800,457           694,497           1,543,562
Expenses:
         Research and development                    815,492           1,767,385         1,717,471           3,336,322
         Sales and marketing                       1,179,481           2,588,289         2,803,705           5,261,369
         General and administrative                  592,640           1,203,348         1,308,633           2,398,604
         Restructuring (note 4)                    1,415,380             753,741         1,415,380             753,741
         Amortization                                461,664             452,469           944,068             763,392
------------------------------------------------------------------------------------------------------------------------
                                                   4,464,657           6,765,232         8,189,257          12,513,428
------------------------------------------------------------------------------------------------------------------------
Loss from Operations                               4,058,254           5,964,775         7,494,760          10,969,866

Other expenses (income):
         Interest and other income                    (9,650)            (80,718)          (37,495)           (213,518)
         Foreign exchange                            185,910             122,029           153,274              69,862
------------------------------------------------------------------------------------------------------------------------
Net loss for the period                            4,234,514           6,006,086         7,610,539          10,826,210

Deficit, beginning of period                      48,002,102          28,585,765        44,626,077          23,765,641
------------------------------------------------------------------------------------------------------------------------
Deficit, end of period                           $52,236,616         $34,591,851       $52,236,616         $34,591,851
------------------------------------------------------------------------------------------------------------------------
Net loss per share                               $      0.07         $      0.26       $      0.16         $      0.48
------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares
outstanding                                       57,686,701          23,393,156        46,920,880          22,719,392
========================================================================================================================
</TABLE>


See accompanying notes to interim consolidated financial statements



                                       2
<PAGE>

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



<TABLE>
========================================================================================================================
                                                         Three months ended                    Six months ended
                                                  June 30, 2002      June 30, 2001      June 30, 2002     June 30, 2001
                                                    (Unaudited)        (Unaudited)       (Unaudited)       (Unaudited)
------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                <C>               <C>                <C>
Net cash used in operations                       ($3,190,436)       ($5,275,577)      ($5,411,749)       ($9,853,678)

Cash flows from investing activities:
      Redemption of short term investments              7,953          1,029,803            12,565          4,291,210
      Purchase of capital assets                      (13,142)          (715,379)          (93,866)        (1,739,940)
------------------------------------------------------------------------------------------------------------------------
                                                       (5,189)           314,424           (81,301)         2,551,270
Cash flows from financing activities:
      Issuance of shares and warrants for cash,
      net of issue costs                                2,576            (89,279)           72,561          7,331,128

Foreign exchange gain (loss) on cash and cash
equivalents held in a foreign currency                221,239            262,754           198,293            (14,347)
------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash
  equivalents                                      (2,971,810)        (4,787,678)       (5,222,196)            14,373

Cash and cash equivalents, beginning of
  period                                            6,837,344          7,170,143         9,087,730          2,368,092
------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period          $ 3,865,534         $2,382,465        $3,685,534         $2,382,465
========================================================================================================================
</TABLE>


See accompanying notes to interim consolidated financial statements




                                       3
<PAGE>

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


1.   Basis of presentation

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

The unaudited consolidated balance sheets,  statements of operations and deficit
and  condensed  statements of cash flows include the accounts of the Company and
its wholly-owned  subsidiary,  Infowave USA Inc. These financial statements have
been  prepared  in  accordance  with  Canadian  generally  accepted   accounting
principles for interim  financial  information.  Except as disclosed in note 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 six month period
ended June 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 six months ended June 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



                                       4
<PAGE>

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


its  available  cash and to  evaluate  additional  means of  financing  and cost
reduction  strategies  in order to satisfy  its  working  capital and other cash
requirements.


3.   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 six
month periods ended June 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:

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


All initiatives from the plan were substantially  complete at June 30, 2002 with
the  exception  of a small  reduction  in headcount in July 2002 and $177,060 in
costs that were unpaid and remain in accounts payable and accrued liabilities at
June 30, 2002.



                                       5
<PAGE>

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



5.   Capital assets

<TABLE>
===============================================================================================================
                                                                             Accumulated            Net Book
June 30, 2002 (unaudited)                                       Cost         Depreciation              Value
---------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>                   <C>
Computer equipment and software                           $3,447,155           $2,731,190            $715,965
Leasehold improvements                                       106,257               36,928              69,329
Office equipment                                             180,916               61,483             119,433
Software licenses and purchased source code
                                                             202,051              157,234              44,817
---------------------------------------------------------------------------------------------------------------
                                                          $3,936,379           $2,986,835            $949,544
===============================================================================================================
</TABLE>


<TABLE>
===============================================================================================================
                                                                             Accumulated            Net Book
December 31, 2001                                               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 as
     other equity  instruments.  As at June 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 June 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



                                       6
<PAGE>

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


     written notice that the closing price for its common shares has equalled or
     exceeded Cdn. $9.00 for 20 consecutive  trading days. The purchase warrants
     will also contain provisions for cashless exercise.

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

(d)  As at June 30, 2002,  the Company had  5,133,973  (2001 - 6,416,689)  stock
     options  outstanding  with exercise  prices ranging from Cdn. $0.20 to Cdn.
     $64.50  and  25,287,625  (2001  -  25,504,279)  warrants  outstanding  with
     exercise prices ranging from Cdn. $0.81 to Cdn. $7.15. As at June 30, 2002,
     1,978,385  (2001 -  2,530,783)  stock  options were  exercisable.  Of these
     instruments,  5,025,973  options and all warrants  were not included in the
     diluted per share calculations for the three months ended June 30, 2002 and
     3,699,222  options and all  warrants for the six months ended June 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)  During the three months ended June 30, 2002,  the Company  recorded a stock
     based  compensation   charge  of  $9,019  relating  to  options  issued  to
     non-employees,  representing  the fair  value of those  options.  Under the
     intrinsic  value method,  the Company has not recognized  any  compensation
     expense for options issued to its employees during the three and six months
     ended June 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:

<TABLE>
========================================================================================================
                                                                         Three months        Six months
                                                                                ended             ended
                                                                        June 30, 2002      June 30, 2002
--------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                <C>
Net loss - as reported                                                    $4,234,514         $7,610,539
Net loss - pro forma                                                       4,243,222          7,624,827

Net loss per share - as reported                                          $     0.07         $     0.16
Net loss per share - pro forma                                            $     0.07         $     0.16
========================================================================================================
</TABLE>


     The weighted average  estimated fair value at the date of grant for options
     granted during the three months ended June 30, 2002 was $0.18 per share.



                                       7
<PAGE>

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



     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:

<TABLE>
========================================================================================================
                                                                         Three months        Six months
                                                                                ended             ended
                                                                        June 30, 2002      June 30, 2002
--------------------------------------------------------------------------------------------------------
<S>                                                                            <C>              <C>
Risk-free interest rate                                                        2.28%            2.16%
Dividend yield                                                                    -                -
Volatility factor                                                               115%             120%
Weighted average expected life of the options                                5 years          5 years
========================================================================================================
</TABLE>

     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.   Subsequent event

Subsequent  to June 30, 2002,  the Company  committed to grant  1,609,000  stock
options to all  employees  pursuant  to the  Employee  Stock  Option  Plan.  The
exercise price of this special grant was $0.12 (Cdn.  $0.18).  In addition,  the
Company  granted  250,000  stock  options with an exercise  price of $0.11 (Cdn.
$0.17) to a newly appointed officer of the company.

8.   Contingency

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.  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.  The claim  comprised of $608,000 in legal fees and $50,000 in
internal expenses.  The Company has previously developed and supplied technology
to Glenayre.  After an internal  investigation,  and  consultation  with outside
counsel, based upon the description provided by Glenayre in relation to its need
for indemnity,  the Company  believes that the technology the Company  developed
and supplied to Glenayre does not infringe the  intellectual  property rights of
any third party.  The Company has previously taken the necessary steps to assure
itself  of  this  fact,   including   obtaining  advice  from  Canadian  and  US
intellectual  property counsel.  Further, the Company has not received any claim
from any  third  party.  As a result,  the  Company  denies  any  obligation  to
indemnify  Glenayre  with respect to this claim and does not believe the Company
will ultimately be required to reimburse Glenayre for its costs. Accordingly, no
amounts have been accrued for this claim as the ultimate  outcome of this action
and costs, if any, are not determinable.

9.   Comparative Figures

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


                                       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

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

(a)  Net loss and net loss per share:


<TABLE>
=============================================================================================================
                                                            Three months ended          Six months ended
                                                         June 30,       June 30,       June 30,    June 30,
                                                           2002           2001          2002         2001
                                                       (unaudited)     (unaudited)   (unaudited)  (unaudited)
--------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>           <C>           <C>
Loss from continuing operations in accordance with
Canadian GAAP                                          $ 4,234,514    $ 6,006,086    $7,610,539   $10,826,210
Adjustment for stock-based compensation relating to
stock options issued to non-employees                            -            -             -         123,730
--------------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP         $ 4,234,514    $ 6,006,086    $7,610,539   $10,949,940
=============================================================================================================

=============================================================================================================
Weighted average number of shares outstanding in
accordance with Canadian and United States GAAP         57,686,701    $23,393,156    46,920,880    22,719,392
--------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------
   Net loss per share in accordance with US GAAP       $      0.07    $      0.26    $     0.16   $      0.48
=============================================================================================================

=============================================================================================================
Comprehensive loss:
      Net loss in accordance with United
          States GAAP                                  $ 4,234,514    $ 6,006,086    $7,610,539   $10,949,940
      Other comprehensive loss (income):
            Foreign currency translation adjustment       (326,551)      (500,563)     (296,980)       90,171
--------------------------------------------------------------------------------------------------------------
                                                       $ 3,907,963    $ 5,505,523    $7,313,559   $11,040,111
=============================================================================================================
</TABLE>



                                       9
<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)

(b)  Balance sheet:

<TABLE>
========================================================================================================
                                                                       June 30, 2002        December 31,
                                                                         (unaudited)               2001
--------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>
Total Assets
Total assets in accordance with Canadian GAAP, which is
  equivalent to total assets in accordance with United
  States GAAP                                                           $ 6,136,195         $13,657,675
========================================================================================================

========================================================================================================
                                                                       June 30, 2002        December 31,
                                                                         (unaudited)               2001
--------------------------------------------------------------------------------------------------------
Shareholders' Equity
Share capital in accordance with Canadian GAAP                          $55,523,977         $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                      56,695,322          43,618,486
--------------------------------------------------------------------------------------------------------
Special warrants in accordance with Canadian and United States                    -          13,004,340
  GAAP
--------------------------------------------------------------------------------------------------------
Additional paid-in-capital in accordance with Canadian and United
  States GAAP                                                                 9,019                   -
--------------------------------------------------------------------------------------------------------
Other equity instruments in accordance with United States GAAP            1,613,096           1,613,096
--------------------------------------------------------------------------------------------------------
Deficit in accordance with Canadian GAAP                                (52,236,616)        (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                           (53,046,741)        (45,436,202)
--------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with Canadian GAAP            (333,568)           (630,548)
  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                   (694,788)           (991,768)
  States GAAP
--------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with U.S. GAAP                       $ 4,575,908         $11,807,952
--------------------------------------------------------------------------------------------------------
</TABLE>



                                       10
<PAGE>


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

Investors should read the following in conjunction with the unaudited  financial
statements  and  notes  thereto  included  in Part 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.


Overview

Although, the Company experienced revenue growth over the first quarter of 2002,
the Company continues to face a challenging  environment where corporations have
been very  conservative  on IT  spending  and have  consequently  delayed  large
investments  in new  technology.  In  order to  preserve  capital,  the  Company
restructured  its business  during the quarter to  significantly  lower its cost
structure and increase operational  efficiencies.  This consisted of a reduction
in headcount and consolidation of facilities.  Although the Company continues to
have U.S. 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.


Quarter ended June 30, 2002 compared to the first quarter of 2002 and the second
quarter of 2001.

Revenues for the second quarter of 2002 were $517,977  representing  an increase
of 59% from  $325,261  in the first  quarter of 2001 and a decrease  of 41% from
$873,340 in the second  quarter of 2001.  Revenues in the second quarter of 2002
were derived 71% from software  license fees, 18% from  maintenance  and support
fees, and 11% from technical  service fees. Gross margins for the second of 2002
were 78%, compared to 89% in the


                                       11
<PAGE>

previous  quarter and 92% in the second quarter of 2001. The decrease was due to
a one-time write-down of obsolete inventory.

Total expenses for the second quarter ended June 30, 2002 were $4,464,657, which
increased  20% from  $3,724,600  in the previous  quarter and decreased 34% from
$6,765,232  in the second  quarter of 2001.  The increase over the prior quarter
was largely due to  $1,415,380  in  restructuring  costs offset by a decrease in
operating  costs.  The  restructuring  charge  comprised  primarily  of employee
severance,  lease  termination  fees and non-cash fixed asset  write-downs.  The
total cash impact of the restructuring plan was approximately $630,000, relating
to employee severance and the exit of long-term lease arrangements.

Cash  operating   expenditures  including  capital  expenditures  and  excluding
restructuring charges continued to decrease in all areas totaling $2,600,755 for
the quarter.  This represented a decrease of 22% from $3,332,920 in the previous
quarter and 59% from approximately $6,274,401 in the second quarter of 2001.

Total research and development  ("R&D")  expenses for the second quarter of 2002
totaled  $815,492,  representing a decrease of 10% from a prior quarter total of
$901,979  and 54% from  $1,767,385  in the second  quarter of 2001.  The Company
continues  to ensure that its  investment  in R&D is  sufficient  to support its
current product line. Approximately 45% of the Company's total headcount remains
in R&D.

Sales & marketing  expenses for the quarter ended June 30, 2002 were $1,179,481,
compared to $1,624,224 in the first quarter of 2002 and $2,588,289 in the second
quarter  of 2001.  The  decrease  of 27% 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 $592,640  decreased by 17% from
expenses of $715,993 in the prior quarter and 51% from expenses of $1,203,348 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.

Amortization  expense totaled $461,664 in the quarter ended June 30, 2002 and is
consistent  with  amortization  expense of  $482,404  in the prior  quarter  and
$452,469 in the second quarter of 2001.

Interest and other income for the second quarter of 2002 was $9,650  compared to
$27,845 in the first  quarter of 2002 and  $80,718 in the  comparable  period of
2001. The decrease is attributable to lower balances in the Company's cash, cash
equivalents and short-term investments.

Foreign exchange loss was $185,910 for the second quarter of 2002, compared to a
gain of  $32,636  in the prior  quarter  and a loss of  $122,029  in the  second
quarter of 2001.  The changes are due to  fluctuations  in the foreign  exchange
rate between the Canadian and US Dollar. The US dollar weakened by approximately
5% against the Canadian  dollar during the quarter which  impacted the Company's
results  as  the  majority  of  the  Company's   monetary  balances  are  in  US
denomination.


                                       12
<PAGE>

Six months ended June 30, 2002 compared to six months ended June 30, 2001

Total  revenues  for the six months  ended June 30,  2002 were  $843,238,  which
represented an $887,866 or 51% decrease from the comparable  period in 2001. The
revenue breakdown for the six-month period ending June 30, 2002 comprised of 67%
in license fees,  22% in support and  maintenance  and 11% in technical  service
fees.  Gross margins were 82% for the current period  compared to 89% in the six
months  ended June 30, 2001 due to a  write-down  of obsolete  inventory  in the
second quarter of 2002.

Total  operating  expenses for the six months ended June 30, 2002 was $8,189,257
versus  $12,513,428  for the same period in 2001. R&D expenses  decreased by 49%
from  $3,336,322  in the  2001  period  to  $1,717,471  in  2002  due to a lower
headcount and reduced  usage of  contractors.  Sales and  marketing  expenses of
$2,803,705  decreased by 47% from  $5,261,369,  largely  attributed to headcount
reductions and  conservative  spending in marketing  programs,  advertising  and
public relations  campaigns.  G&A costs of $1,308,633  represented a decrease of
$1,089,971  or 45% which is expected  given a smaller  operating  structure  and
reduced  overhead.   Total  operating   expenses  also  include   $1,415,380  in
restructuring charges compared to $753,741 in the prior year.

Amortization  expense increased from $763,392 in the first six months of 2001 to
$944,068  in  the  same  period  of  2002.  The  increase  of  24% is due to the
amortization of significant  additions to the capital asset base in 2001.  These
additions  in the prior  year  consisted  primarily  of  purchases  of  computer
equipment and software.

Interest  & other  income for the six months  ended June 30,  2002 was  $37,495,
compared to $213,518 in the  comparable  period in 2001.  The Company  carried a
higher  average cash  balance in the prior year as a result of a financing  that
closed during the first quarter of 2001.

Foreign  exchange  loss  increased  from  $69,862 at the end of June 30, 2001 to
$153,274 at the end of June 30, 2002. The  fluctuation is due to the movement in
the price of the US dollar as it weakened against the Canadian dollar.

Liquidity and Capital Resources

The Company's cash, cash equivalents and short-term investments at June 30, 2002
totaled $4,221,963. This includes approximately $240,000 pledged as security for
a Cdn $100,000  operating  line that has not been drawn upon as at June 30, 2002
and a letter of credit  totaling  $150,000  supporting a lease  obligation.  The
Company had total working  capital of  $3,626,364 at June 30, 2002,  compared to
$9,276,808 at December 31, 2001 and  $4,318,326 at June 30, 2001.  The decreases
were mainly  attributable to $5,411,749 used in operations  during the six-month
period ending June 30, 2002.  Accounts  receivable  decreased from $1,454,681 at
December 31, 2001 to $918,525 at June 30, 2002, largely due to the collection of
significant invoices totaling approximately  $800,000,  offset by new deals that
were closed in the current year.

Capital assets decreased  significantly  from $2,531,144 at December 31, 2001 to
$949,544 due to a one-time  write-down of fixed assets primarily  related to the
exit of lease facilities from the recent corporate restructuring.  Total capital
expenditures  were $13,142 during the quarter ended June 30, 2002 as a result of
conservative IT spending and cost control.

At June 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


                                       13
<PAGE>

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 June 30, 2002,
no amounts were outstanding on the operating line or the convertible loan.

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 June 30, 2002, the Company has not engaged in
any  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.


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


                                       14
<PAGE>

and the  disclosure  of  contingent  assets and  liabilities  for the  reporting
periods.  The Company bases its estimates based 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  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 six-months ended June 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.


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.  After an internal
     investigation,  and  consultation  with  outside  counsel,  based  upon the
     description provided by Glenayre in relation to its need for indemnity, the
     Company believes that the technology the Company


                                       15
<PAGE>

     developed  and  supplied to Glenayre  does not  infringe  the  intellectual
     property  rights of any third party.  The Company has previously  taken the
     necessary steps to assure itself of this fact,  including  obtaining advice
     from Canadian and US intellectual  property counsel.  Further,  the Company
     has not received any claim from any third party.  As a result,  the Company
     denies any obligation to indemnify  Glenayre with respect to this claim and
     does not believe  the  Company  will  ultimately  be required to  reimburse
     Glenayre for its costs.

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

     The Company's  Annual  Meeting of  Shareholders  was held on June 27, 2002,
     where the shareholders:

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

     (ii)      approved  setting the size of the Company's board of directors at
               six,  subject to increase as may be  permitted  under the Company
               Act (British Columbia);

     (iii)     approved  amendments  to the Stock  Option Plan to  increase  the
               number  of Common  Shares  available  for  issuance  under  stock
               options; and

     (iv)      elected Thomas Koll, Jim McIntosh,  Barb  Richardson,  Travis Lee
               Provow,  Phillip  Ladouceur  and David Neale as  directors of the
               Company

     The shareholders voted in the following manner:

     PROPOSAL 1: To appoint KPMG LLP,  Chartered  Accountants,  as the Company's
     independent  auditors for the ensuing  year and  authorized  the  Company's
     board of directors to fix the  remuneration  for such auditors.  There were
     14,629,571  votes cast for the  proposal,  27,915 votes  withheld and 2,000
     broker non-votes

     PROPOSAL 2: To approve setting the size of the Company's board of directors
     at six,  subject to  increase  as may be  permitted  under the  Company Act
     (British  Columbia).  There were  14,585,906  votes cast for the  proposal,
     72,380 votes cast against and 1,200 broker non-votes.

     PROPOSAL 3: To approve  amendments to the Company Stock Option Plan whereby
     the  number of  common  shares  available  for  issuance  under the plan be
     increased to 10,068,679 common shares. There were 13,247,561 votes cast for
     the proposal, 1,409,725 votes cast against 2,200 broker non-votes.

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



                                       16
<PAGE>

     Name                Votes For        Votes Withheld       Broker non-votes
     ----                ---------        --------------       ----------------
     Thomas Koll         14,597,041           52,195                10,250

     Phillip Ladouceur   14,620,141           29,095                10,250

     Jim McIntosh        14,606,111           43,125                10,250

     David Neale         14,620,531           28,705                10,250

     Travis Lee Provow   14,613,241           35,995                10,250

     Barb Richardson     14,608,739           40,497                10,250


Item 5.  Other Information

     (a)  On July 11, 2002,  Mr. Bill Tam was appointed the Company's  Executive
          Vice  President of Sales and Marketing and member of the Office of the
          President

     (b)  On July  15,  2002,  Mr.  David  Neale  resigned  from  the  Board  of
          Directors.


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

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

  3.1(2)       Memorandum and Articles of registrant

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

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

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

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

 *4.5(5)       Stock Option Plan, as amended

  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


                                       17
<PAGE>

 Exhibit
 Number        Description
 ------        -----------
 10.10(2)      Source  Code  License  Agreement  dated June 9, 1998  between the
               Corporation and Wynd Communications Corporation

 10.11(2)      Source Code License Agreement dated November 13, 1997 between the
               Corporation and Apple Computers

 10.12(2)      OEM  License   Agreement  dated  December  5,  1997  between  the
               Corporation and Certicom Corp.

 10.13(2)      Letter Agreement dated April 20, 1998 between the Corporation and
               Lexmark International, Inc.

*10.14(2)      Employment  Agreement  dated May 2, 1991 between the  Corporation
               and Jim McIntosh

*10.15(2)      Employment  Agreement  dated May 23, 1997 between the Corporation
               and Bijan Sanii

*10.16(3)      Employment   Agreement  dated  September  16,  1999  between  the
               Corporation and Todd Carter

 10.17(2)      Agency  Agreement  dated March 31, 1998 between the  Corporation,
               Canaccord Capital Corporation and Yorkton Securities Inc

 10.18(2)      Consulting  Agreement  dated July 4, 1997 between the Corporation
               and GWM Enterprises Ltd.

 10.19(3)      Agency  Agreement  dated June 18, 1999  between the  Corporation,
               Canaccord Capital Corporation,  Yorkton Securities , Inc., Sprott
               Securities Limited and Taurus Capital Markets Ltd.

 10.20(4)      Letter of Intent dated May 8, 2000 among the  Corporation,  Kevin
               Jampole and Robert Heath

 10.21(7)      Lease  Agreement dated April 26, 2000 between the Corporation and
               Tonko-Novam Management Ltd.

*10.22(8)      Employment   Agreement   dated  December  14,  2000  between  the
               Corporation and Thomas Koll

 10.23(8)      Lease  dated  December  7,  2000  between  the   Corporation  and
               Principal Development Investors, L.L.C.

 10.24(9)      Employment Agreement dated April 16, 2001 between the Corporation
               and Jeff Feinstein

 10.25(9)      Lease  Agreement  between the  Corporation  and  Sterling  Realty
               Organization Co.

 10.26(9)      Lease  Termination  Agreement  dated  May 24,  2001  between  the
               Corporation and Principal Development Investors, LLC

 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


                                       18
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

 99.2          Certification  of Sal  Visca as a  member  of the  Corporation's
               Office  of  President  Pursuant  to 18  U.S.C.  1350,  as  adoptd
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 99.3          Certification of Bill Tam as a member of the Corporation's Office
               of President  Pursuant to 18 U.S.C.  1350, as adoptd  pursuant to
               Section 906 of the Sarbanes-Oxley Act of 2002.

 99.4          Certification  of  George  Resnik  as  the  Corporation's   Chief
               Financial  Officer  and as a member of the  Office  of  President
               Pursuant to 18 U.S.C.  1350, as adoptd pursuant to Section 906 of
               the Sarbanes-Oxley Act of 2002.

----------------------
*    Indicates management contract or compensatory plan or arrangement.
(1)  Incorporated by reference to the Corporation's  Form 8-K filed on September
     25, 2000.
(2)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 20-F (No. 0-29944).
(3)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 1999.
(4)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-Q
     for the period ended March 31, 2000.
(5)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form S-8 (Registration No. 333-39582) filed on June 19, 2000
(6)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 8-A filed on July 13, 2000
(7)  Incorporated  by reference to the  Corporation's  Quarterly  Report on Form
     10-Q for the period ended June 30, 2000.
(8)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 2000.
(9)  Incorporated  by reference to the  Corporation's  Quarterly  Report on Form
     10-Q for the period ended June 30, 2001.
(10) Incorporated  by reference to the  Corporation's  Quarterly  Report on Form
     10-Q for the period ended September 30, 2001.
(11) Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 2001.


                                       19
<PAGE>

(b)  Reports on Form 8-K


     On May 5, 2002,  the  Company  filed a Form 8-K  announcing  the  Company's
     appointment of Thomas Koll to the position of Chairman of the Board and the
     creation of an Office of the President.








                                       20
<PAGE>


PART III.  SIGNATURES

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


Date: August 14, 2002

                                        INFOWAVE SOFTWARE, INC.

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








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