UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

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

     For the quarterly period ended March 31, 2001

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

     For the Transition Period From ______ to ______

                        COMMISSION FILE NUMBER 000-26867

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

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

                        21520 - 30th Drive SE, Suite 109
                           Bothell, Washington, 98021
                    (Address of principal executive offices)

                            Telephone (425) 806-3100
              (Registrant's telephone number, including area code)

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


             COMMON SHARES OUTSTANDING AT March 31, 2001: 23,382,369


<PAGE>

                             INFOWAVE SOFTWARE, INC.
                             INDEX to the FORM 10-Q
                    For the Three Months Ended March 31, 2001


Part I.  Financial Information

Item 1. Financial Statements

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

     b)   Consolidated Statements of Operations and Deficit
          For the three-months ended March 31, 2001 and 2000..................2

     c)   Condensed Consolidated Statements of Cash Flows
          For the three months ended March 31, 2001 and 2000..................3

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

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations...................................8

Item 3. Quantitative and Qualitative Disclosures About Market Risk...........10

Part II.  Other Information

Item 1. Legal Proceedings....................................................10

Item 2. Changes in Securities and Use of Proceeds............................10

Item 3. Defaults upon Senior Securities......................................10

Item 4. Submission of Matters to a Vote of Security Holders..................10

Item 5. Other Information....................................................10

Item 6. Exhibits and Reports on Form 8-K.....................................10

Signatures...................................................................11





                                       i
<PAGE>

Part I.  Financial Information

     Item 1. Financial Statements


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

<TABLE>
<S>                                                          <C>                  <C>
                                                            March 31,        December 31,
                                                             2001               2000
                                                           (Unaudited)
----------------------------------------------------------------------------------------
Assets
Current Assets:
        Cash and cash equivalents                          $ 7,170,143       $ 2,368,092
        Short term investments                               3,095,657         6,585,852
        Accounts receivable                                  1,013,321           492,097
        Finished goods inventory                                95,322            93,499
        Prepaid expenses                                       245,040           374,687
-----------------------------------------------------------------------------------------
                                                            11,619,483         9,914,227

Capital assets (note 4)                                      3,095,528         2,531,122
-----------------------------------------------------------------------------------------
                                                           $14,715,011       $12,445,349
=========================================================================================
Liabilities and Shareholders' Equity
Current liabilities:
        Accounts payable and accrued liabilities            $1,279,476        $1,087,536
        Deferred revenue                                       324,319           206,347
-----------------------------------------------------------------------------------------
                                                             1,603,795         1,293,883
Shareholders' equity (note 5)
    Share capital
    Authorized: 100,000,000 voting common shares
    Issued: 23,382,369 (2000: 21,095,458)                   42,518,648        35,148,040
       Deficit                                             (28,585,765)      (23,765,641)
       Cumulative translation account                         (821,667)         (230,933)
        --------------------------------------------------------------------------------
                                                            13,111,216        11,151,466
----------------------------------------------------------------------------------------
                                                           $14,715,011       $12,445,349
=========================================================================================
</TABLE>


                 See notes to consolidated financial statements



                                       1
<PAGE>



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


<TABLE>

                                                            Three months ended
                                                     March 31, 2001     March 31, 2000
                                                       (Unaudited)         (Unaudited)
<S>                                                      <C>                  <C>
----------------------------------------------------------------------------------------
Revenues:
   Sales                                            $   857,764          $   102,434
   Cost of Goods Sold                                    18,789                  369
   -------------------------------------------------------------------------------------
                                                        838,975              102,065
Expenses:
   Research and Development                           1,568,937              610,337
   Sales and Marketing                                2,768,950            1,036,405
   General and Administrative                         1,143,089              410,298
   Depreciation and Amortization                        310,923               87,584
----------------------------------------------------------------------------------------
                                                      5,791,899            2,144,624
----------------------------------------------------------------------------------------
Operating loss from continuing operations             4,952,924            2,042,559

Interest and other income                               132,800               46,851
----------------------------------------------------------------------------------------
Loss from continuing operations                       4,820,124            1,995,708

Loss from discontinued operations (note 3)                    -            1,161,870
----------------------------------------------------------------------------------------
Net loss for the period                               4,820,124            3,157,578

Deficit, beginning of quarter                        23,765,641            5,776,773
----------------------------------------------------------------------------------------
Deficit, end of quarter                             $28,585,765          $ 8,934,351
========================================================================================
Loss per share
     Continuing operations                          $      0.22          $      0.11
     Discontinued operations                                  -          $      0.06
----------------------------------------------------------------------------------------
        Net loss                                    $      0.22          $      0.17
========================================================================================
Weighted average number of shares outstanding        22,038,141           18,836,313
    Adjustment for shares contingently issued
    pursuant to employee incentive plan                       -             (100,250)
----------------------------------------------------------------------------------------
                                                     22,038,141           18,736,063
========================================================================================
</TABLE>

                 See notes to consolidated financial statements



                                       2
<PAGE>

                             INFOWAVE SOFTWARE, INC.
                 Condensed Consolidated Statements of Cash Flows
                           (expressed in U.S. dollars)
<TABLE>
                                                                       Three months ended
                                                                March 31, 2001      March 31, 2000
                                                                 (Unaudited)          (Unaudited)
----------------------------------------------------------------------------------------------------
<S>                                                                    <C>                  <C>
Net cash (used in) continuing operations                          ($4,578,101)       ($1,142,314)
Net cash (used in) discontinued operations                                  -           (436,013)
----------------------------------------------------------------------------------------------------
Total cash flows (used in) operations                              (4,578,101)        (1,578,327)
Cash flows from investing activities:
     Redemption of short term investments                           3,261,407                  -
     Purchase of capital assets                                    (1,024,561)          (730,897)
----------------------------------------------------------------------------------------------------
                                                                    2,236,846           (730,897)
Cash flows from financing activities:
     Issuance of shares and warrants for cash, net of
     issue costs                                                    7,420,407          1,398,635
Foreign exchange gain (loss) on cash and cash
  equivalents held in a foreign currency                             (277,101)           (30,582)
----------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                    4,802,051           (941,171)

Cash and cash equivalents, beginning of period                      2,368,092          4,359,090
----------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                           $7,170,143         $3,417,919
------------------------------------------------------------------------------------------------------
</TABLE>

                 See notes to 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 under Canadian or United States
generally  accepted  accounting  principles.  In the opinion of management,  all
adjustments   (consisting  solely  of  normal  recurring  accruals)   considered
necessary  for a  fair  presentation  of  the  financial  position,  results  of
operations  and cash flows as at March 31, 2001 and for all  periods  presented,
have been included.  Interim results for the three-month  period ended March 31,
2001 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.  These  financial
statements  have been prepared in accordance  with Canadian  generally  accepted
accounting principles for interim financial information.  Except as disclosed in
note 6, these  financial  statements  comply,  in all  material  respects,  with
generally  accepted  accounting  principles in the United States. The accounting
principles used in these financial  statements are those used in the preparation
of the Company's  audited  financial  statements for the year ended December 31,
2000  except for the change in the  calculation  of basic and fully  diluted per
share amounts discussed in note 2.

These  financial  statements  should be read in  conjunction  with the financial
statements  and notes thereto  included in the  Company's  annual report on Form
10-K for the fiscal year ended December 31, 2000.


2. Loss per share

Effective  January 1, 2001,  the Company  adopted the new  accounting  standard,
Handbook Section 3500 - Earnings per Share,  issued by the Canadian Institute of
Chartered Accountants ("CICA").  The new Section does not affect the calculation
of basic  earnings  per share  amounts but does affect  fully  diluted per share
amounts.  Section  3500  requires  the  use of the  treasury  stock  method  for
calculating the dilutive effect of outstanding warrants and options and requires
disclosure of a  reconciliation  of the numerator and  denominator  of basic and
fully diluted per share  calculations.  The new section also requires disclosure
of  any  potentially  dilutive  securities  that  are  currently  anti-dilutive.
Dilutive  securities  such as stock  options and  warrants  are  included in the
calculation  of fully  diluted per share amounts only if the market price of the
underlying  common shares exceeds the exercise price.  This change in accounting
policy has been  applied  retroactively  and has had no  material  effect on per
share amounts reported in prior periods.

Basic loss per share has been  calculated  using the weighted  average number of
common  shares  outstanding.   For  purposes  of  the  weighted  average  shares
outstanding  for the three months  ended March 31,  2000,  shares held in escrow
pursuant to the employee incentive plan are excluded from



                                       4
<PAGE>

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


2. Loss per share (Continued)

the calculation as they are considered contingently issuable. Fully diluted loss
per share amounts have not been presented,  as the effect of outstanding options
and warrants is anti-dilutive.

As at March 31, 2001, the Company had 5,085,294 stock options  outstanding  with
exercise prices ranging from $1.00 to $64.50 and 1,353,018 warrants  outstanding
with exercise  prices  ranging from $5.50 to $32.50.  Of these stock options and
warrants 4,495,517 options and 1,353,018 warrants were not included in the fully
diluted per share  calculations  as their  exercise  prices  exceeded the market
value of the underlying shares.

3. Discontinued operations

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

4. Capital assets
<TABLE>
==================================================================================================

                                                                Accumulated          Net Book
March 31, 2001                                     Cost        Depreciation             Value
--------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>            <C>
Computer equipment and software                 $2,845,441         $953,577        $1,891,864
Leasehold improvements                             635,994           60,945           575,049
Office equipment                                   657,988           90,299           567,689
Software licenses and purchased source code        194,645          133,719            60,926
--------------------------------------------------------------------------------------------------
                                                $4,334,068       $1,238,540        $3,095,528


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

5.   Shareholders' equity

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



                                       5
<PAGE>

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


6. 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 March 31, 2001. The
following  are the  material  measurement  differences  from GAAP in the  United
States as they relate to the Company's March 31, 2001 financial statements:

(a)  Net loss and net loss per share:

<TABLE>

                                                                                 Three months ended
                                                                         March 31,  2001      March 31, 2000
--------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                  <C>
Loss from continuing operations in accordance with Canadian
  GAAP                                                                     $4,820,124            $1,995,708
Adjustment for stock-based compensation relating to stock options
    issued to non-employees                                                   123,730                 1,789
Adjustment for stock-based compensation relating to escrow
  shares                                                                            -                 3,006
-----------------------------------------------------------------------------------------------------------
Loss from continuing operations in accordance with United States
   GAAP                                                                     4,943,854             2,000,503
Discontinued operations                                                             -             1,161,870
-----------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP                             $4,943,854            $3,162,373
===========================================================================================================
Weighted average number of shares outstanding in accordance
  with Canadian GAAP and United States GAAP                                22,038,141            18,736,063
===========================================================================================================
Loss per share:
      Continuing operations                                                     $0.22                 $0.11
      Discontinued operations                                                       -                 $0.06
-----------------------------------------------------------------------------------------------------------
      Net loss                                                                  $0.22                 $0.17
===========================================================================================================
Comprehensive loss:
      Net loss in accordance with United States  GAAP                      $4,943,854            $3,162,373
      Other comprehensive loss (income):
         Foreign currency translation adjustment                              590,734                49,379
-----------------------------------------------------------------------------------------------------------
                                                                           $5,534,588            $3,211,752
===========================================================================================================
</TABLE>



                                       6
<PAGE>

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


6.  United States generally accepted accounting principles (continued)

(b) Balance sheet:

<TABLE>

                                                                       March 31, 2001       December 31, 2000
---------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                  <C>
Total Assets
Total assets in  accordance  with  Canadian  GAAP,  which is
   equivalent to total  assets in accordance with United
   States GAAP                                                         $14,715,011             $12,445,349
===============================================================================================================
</TABLE>


<TABLE>
                                                                      March 31, 2001        December 31, 2000
===============================================================================================================
<S>                                                                    <C>                     <C>
Shareholders' Equity
Share capital in accordance with Canadian GAAP                         $42,518,648             $35,148,040
  Foreign exchange effect on conversion of 1998 and                                                543,269
    prior share capital transactions                                       543,269                 543,269
  Additional paid in capital relating to stock options issued
    to non-employees                                                       522,201                 605,967
  Additional paid in capital related to escrow shares                      107,077                 107,077
  Deferred compensation related to stock options issued
    to non-employees                                                        (3,958)               (211,454)
---------------------------------------------------------------------------------------------------------------
Share capital in accordance with United States GAAP                     43,687,237              36,192,899
---------------------------------------------------------------------------------------------------------------
Deficit in accordance with Canadian GAAP                               (28,585,765)            (23,765,641)
  Foreign exchange effect on conversion of 1998 and
    prior income statements                                               (189,240)               (189,240)
  Cumulative effect of stock based compensation relating
    to stock options issued to non-employees                              (516,655)               (392,925)
  Cumulative effect of stock based compensation relating
    to escrow shares                                                      (101,474)               (101,474)
--------------------------------------------------------------------------------------------------------------
Deficit in accordance with United States GAAP                          (29,393,134)            (24,449,280)
--------------------------------------------------------------------------------------------------------------
 Cumulative translation account in accordance with
   Canadian GAAP                                                          (821,667)               (230,933)
   Foreign exchange effect on conversion of 1998 and
     prior financial statements                                           (341,140)               (341,140)
   Cumulative foreign exchange effect of US GAAP
     adjustments                                                           (20,080)                (20,080)
--------------------------------------------------------------------------------------------------------------
 Cumulative translation account in accordance with United
   States GAAP                                                          (1,182,887)               (592,153)
--------------------------------------------------------------------------------------------------------------
 Shareholders' equity in accordance with U.S. GAAP                     $13,111,216             $11,151,466
================================================================================================================
</TABLE>



                                       7
<PAGE>

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

Investors should read the following in conjunction with the unaudited  financial
statements  and  notes  thereto  included  in Part I - Item 1 of this  Quarterly
Report,  and the audited  financial  statements  and notes  thereto for the year
ended  December 31, 2000  included in the  Corporation's  annual  report on Form
10-K.

Forward-Looking Statements

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

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

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

Quarter ended March 31, 2001

Revenues for the first quarter of 2001 were $857,764,  representing  an increase
of 12% from  revenues of $768,544 in the fourth  quarter of 2000 and an increase
of 737% from  revenues of $102,434 in the first  quarter of 2000.  First quarter
revenues in 2001 were derived 40% from software  license and  recurring  service
fees and 54% from technical  service fees, with the remaining  revenue comprised
of  maintenance  and support and  partnership  fees.  Gross margins in the first
quarter of 2001 were 98% compared to 95% in the fourth  quarter of 2000 and 100%
in the first quarter of 2000.

Total   expenses  for  the  quarter  ended  March  31,  2001  were   $5,791,899,
representing  a decrease of 34% compared to total  expenses of $8,761,616 in the
previous  quarter and an increase of 170% over total  expenses of  $2,144,624 in
the first quarter of 2000.  Excluding the costs associated with the branding and
advertising  campaign  in  the  fourth  quarter,  total  expenses  increased  by
approximately  $1.0 million or 22%. The primary driver of expense growth was the
increase in employee headcount,  which grew to 186 from 147 at December 31, 2000
and 97 at March 31, 2000.

Total  research  and  development  expenses  for the first  quarter of 2001 were
$1,568,937,  representing  an increase of 34% over expenses of $1,172,492 in the
prior  quarter and an  increase  of 157% over  expenses of $610,337 in the first
quarter of 2000. During the quarter,  the company hired a total of 22 developers
and quality assurance  personnel,  resulting in a total research and development
headcount of 89 at March 31, 2001  compared to 67 at December 31, 2000 and 43 at
March 31,  2000.  The majority of the  increase in expenses is  attributable  to
increased  payroll and  recruiting  expenses  associated  with the  additions to
employee  headcount as well as growth in the use of contract  developers  during
the quarter.



                                       8
<PAGE>

Sales  and  Marketing  expenses  for the  quarter  ended  March  31,  2001  were
$2,768,950  compared to $6,417,769  in the prior  quarter and  $1,036,405 in the
comparable 2000 period.  Excluding the costs of the fourth quarter  branding and
advertising campaign,  sales and marketing expenses increased  approximately 14%
over the prior quarter and increased 167% over the first quarter of 2000.  These
increases were the result of additional  employee  headcount and increased trade
show attendance. Sales and marketing headcount was 69 at March 31, 2001 compared
to 56 at December  31, 2000 and 31 at March 31,  2000.  The  employee  additions
during the quarter  were  largely  attributable  to the build-up of the customer
services  team  in  the  Burnaby   office  and  the  hiring  of  a  director  of
communications in the Bothell office.

General and administrative expenses of $1,143,089 represented an increase of 25%
over  expenses  of  $918,093  in the prior  quarter and an increase of 179% over
expenses  of  $410,298  in the  first  quarter  of 2000.  These  increases  were
attributable to increased  payroll and recruiting  expenses  associated with the
hiring of a chief executive officer,  a director of operations,  and an in-house
Corporate  Counsel in the first  quarter  of 2001.  General  and  administrative
headcount was 28 at March 31, 2001 compared to 24 at December 31, 2000 and 23 at
March 31, 2000.

Depreciation  and  amortization  costs totaled  $310,923 in the first quarter of
2001  compared to $253,262 in the prior quarter and $87,584 in the first quarter
of 2000. These increases are attributable to capital expenditures during 2000.

Interest and other income for the first quarter of 2001 was $132,800 compared to
$154,642 in the prior  quarter and $46,851 in the first  quarter of 2000.  These
fluctuations  are  attributable  to changes  in cash and short  term  investment
balances as well as to the decrease in interest rates compared to prior periods.


Liquidity and Capital Resources

The Company's  cash and short term  investments  totaled  $10,265,800  and total
working  capital was  $10,015,688 at March 31, 2000,  compared to $8,953,944 and
$8,620,344,  respectively,  at December 31, 2000.  These  increases  were mainly
attributable  to $7,420,407  raised through the issuance of shares and warrants,
less $4,578,101 used in operations during the quarter. Total accounts receivable
increased to $1,013,321 at March 31, 2001 compared to $492,097 at the end of the
prior quarter, largely due to a $625,000 trade receivable that was due after the
end of the quarter.  Prepaid expenses decreased to $245,040 from $374,687 due to
the  recognition  of expenses  associated  with trade  shows that were  attended
during the quarter.

Total capital acquisitions of $1,024,561 during the quarter ended March 31, 2001
were  attributable to the purchase of computer  hardware,  software,  and office
equipment for new employees,  as well as to software license and  implementation
costs  related  to the  implementation  of a  customer  relationship  management
system.

At March 31, 2001 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 Company is managing  expenditures relative to available cash with the intent
to enable  the  Company's  operations  to be funded  through to the end of 2001.
Thereafter,  depending on the development of the business,  the Corporation will
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.



                                       9
<PAGE>

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Corporation  conducts the majority of its  transactions in Canadian  dollars
and  therefore  uses the Canadian  dollar as its base  currency of  measurement.
However,  most  of the  Corporation's  revenues  and  some of its  expenses  are
denominated  in United  States  dollars  which results in an exposure to foreign
currency gains and losses on the resulting US dollar denominated cash,  accounts
receivable, and accounts payable balances. As of March 31, 2001, 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.


Part II.  Other Information

Item 1.   Legal Proceedings

          None.

Item 2. Changes in Securities and Use of Proceeds

          On February 22, 2001, the Company issued 2,272,728 units at a price of
          $3.62   (Cdn$5.50)   per  unit  for  gross   proceeds  of   $8,217,500
          (Cdn$12,500,000).  Each  unit is  comprised  of one  common  share and
          one-half of one common share  purchase  warrant of the  Company.  Each
          whole  warrant  entitles the holder to purchase one common share for a
          period of 18 months from closing at a price equal to $4.71  (Cdn$7.15)
          per share.  The units were offered and sold  pursuant to Regulation S.
          No offers or sales were made to U.S.  persons or persons in the United
          States.

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
     ------         -----------
      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




                                       10
<PAGE>

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

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

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

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

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

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

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

     10.8(2)        Development  Agreement  dated  March  4,  1998  between  the
                    Corporation and Hewlett-Packard

     10.9(2)        Source Code License  Agreement  dated March 31, 1998 between
                    the Corporation and DTS

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

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

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

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

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

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

   *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.




                                       11
<PAGE>

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

    99.1            Private Securities Litigation Reform Act of 1995 - Safe
                    Harbor for Forward-Looking Statements
----------------------
*    Indicates management contract.
(1)  Incorporated by reference to the Corporation's  Form 8-K filed on September
     25, 2000.
(2)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 20-F (No. 0-29944).
(3)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 1999.
(4)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-Q
     for the period ended March 31, 2000.
(5)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form S-8 (Registration No. 333-39582) filed on June 19, 2000
(6)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 8-A filed on July 13, 2000
(7)  Incorporated  by reference to the  Corporation's  Quarterly  Report on Form
     10-Q for the period ended June 30, 2000.
(8)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 2000.

          (b)  Reports on Form 8-K

               On February 12, 2001, the Company filed a Form 8-K announcing its
               proposed Cdn$12.5 million offering in Canada.



                                       12
<PAGE>

                                   SIGNATURES

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


Date:    May 15, 2001
                                            INFOWAVE SOFTWARE, INC.

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



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





                                       13



<PAGE>

                                 EXHIBIT INDEX

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

      3.1(2)        Memorandum and Articles of registrant

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

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

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

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

      4.5(5)        Stock Option Plan, as amended

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

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

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

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

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

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

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

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

     10.8(2)        Development  Agreement  dated  March  4,  1998  between  the
                    Corporation and Hewlett-Packard

     10.9(2)        Source Code License  Agreement  dated March 31, 1998 between
                    the Corporation and DTS

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

    99.1            Private Securities Litigation Reform Act of 1995 - Safe
                    Harbor for Forward-Looking Statements
----------------------
*    Indicates management contract.
(1)  Incorporated by reference to the Corporation's  Form 8-K filed on September
     25, 2000.
(2)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 20-F (No. 0-29944).
(3)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 1999.
(4)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-Q
     for the period ended March 31, 2000.
(5)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form S-8 (Registration No. 333-39582) filed on June 19, 2000
(6)  Incorporated by reference to the  Corporation's  Registration  Statement on
     Form 8-A filed on July 13, 2000
(7)  Incorporated  by reference to the  Corporation's  Quarterly  Report on Form
     10-Q for the period ended June 30, 2000.
(8)  Incorporated by reference to the  Corporation's  Annual Report on Form 10-K
     for the year ended December 31, 2000.