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, 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 March 31, 2002: 57,676,808


<PAGE>




                             INFOWAVE SOFTWARE, INC.
                             INDEX to the FORM 10-Q
                    For the Three months Ended March 31, 2002



Part I.  Financial Information

Item 1. Financial Statements

        a)  Consolidated Balance Sheets
            March 31, 2002 and December 31, 2001.............................1

        b)  Consolidated Statements of Operations and Deficit
            For the three months ended March 31, 2002 and 2001...............2

        c)  Condensed Consolidated Statements of Cash Flows
            For the three months ended March 31, 2002 and 2001...............3

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

Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations.................................10

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

Part II.  Other Information

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

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

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

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

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

Item 6. Exhibits and Reports on Form 8-K.....................................16

Part III.  Signatures........................................................19




                                       i
<PAGE>

Part I.  Financial Information

Item 1.  Financial Statements


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



<TABLE>
                                                         March 31,         December 31,
                                                           2002                2001
                                                        (Unaudited)
------------------------------------------------------------------------------------------
<S>                                                     <C>                 <C>
Assets
Current Assets:
   Cash and cash equivalents                            $ 6,837,344         $ 9,087,730
   Short term investments                                   347,132             352,670
   Accounts receivable                                      809,907           1,454,681
   Finished goods inventory                                  50,291              49,710
   Prepaid expenses                                         162,723             181,740
------------------------------------------------------------------------------------------
                                                          8,207,397          11,126,531

Capital assets (note 3)                                   2,122,975           2,531,144

------------------------------------------------------------------------------------------
                                                        $10,330,372         $13,657,675
------------------------------------------------------------------------------------------

Liabilities and Shareholders' Equity
Current liabilities:
   Accounts payable and accrued liabilities              $1,628,100         $ 1,568,303
   Deferred revenue                                         229,996             281,420
------------------------------------------------------------------------------------------
                                                          1,858,096           1,849,723
Shareholders' equity (note 5)
   Share capital
     Authorized: 200,000,000 voting common shares
     Issued: 57,676,808 (2001: 23,440,203)               55,521,401          42,447,141
   Special warrants, net of issue costs of $1,882,912             -          13,004,340
   Other equity instruments                               1,613,096           1,613,096
   Deficit                                              (48,002,102)        (44,626,077)
   Cumulative translation account                          (660,119)           (630,548)
------------------------------------------------------------------------------------------
                                                          8,472,276          11,807,952
------------------------------------------------------------------------------------------
                                                        $10,330,372         $13,657,675
------------------------------------------------------------------------------------------
</TABLE>



                                       1
<PAGE>

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

<TABLE>
                                                                   Three months ended
                                                           March 31, 2002      March 31, 2001
                                                            (Unaudited)          (Unaudited)

--------------------------------------------------------------------------------------------
<S>                                                       <C>                 <C>
Revenues:
        Sales                                              $   325,261        $   857,764
        Cost of Goods Sold                                      37,167            114,659
        ------------------------------------------------------------------------------------
                                                               288,094            743,105
Expenses:
        Research and Development                               901,979          1,568,937
        Sales and Marketing                                  1,624,224          2,673,080
        General and Administrative                             683,357          1,143,089
        Depreciation and Amortization                          482,404            310,923
--------------------------------------------------------------------------------------------
                                                             3,691,964          5,696,029
--------------------------------------------------------------------------------------------
Loss from Operations                                         3,403,870          4,952,924

Interest and other income                                       27,845            132,800
--------------------------------------------------------------------------------------------
Net loss for the period                                      3,376,025          4,820,124

Deficit, beginning of quarter                               44,626,077         23,765,641
--------------------------------------------------------------------------------------------
Deficit, end of quarter                                    $48,002,102        $28,585,765
--------------------------------------------------------------------------------------------

Net loss per share                                         $      0.09        $      0.22
--------------------------------------------------------------------------------------------

Weighted average number of shares outstanding               36,035,432         22,038,141
--------------------------------------------------------------------------------------------
</TABLE>


                                       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) operations                                   $(2,221,313)         $(4,578,101)

Cash flows from investing activities:
        Redemption of short term investments                          4,612            3,261,407
        Purchase of capital assets                                  (80,724)          (1,024,561)
---------------------------------------------------------------------------------------------------
                                                                    (76,112)           2,236,846

Cash flows from financing activities:
        Issuance of shares and warrants for cash, net of
            issue costs                                              69,985            7,420,407

Foreign exchange gain (loss) on cash and cash
          equivalents held in a foreign currency                    (23,004)            (277,101)

---------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                 (2,250,444)           4,802,051

Cash and cash equivalents, beginning of period                    9,087,788            2,368,092

---------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                        $ 6,837,344          $ 7,170,143
---------------------------------------------------------------------------------------------------
</TABLE>



                                       3
<PAGE>

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


1.   Basis of presentation

The accompanying  unaudited consolidated financial statements do not include all
information  and  footnote  disclosures  required 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 March 31, 2002
and for all  periods  presented,  have been  included.  Interim  results for the
three-month  period ended March 31, 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 8,
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.

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.  Except as disclosed in notes
5(d), the accounting principles applied in these interim consolidated  financial
statements are consistent to those applied in the annual consolidated  financial
statements.

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 period ended March
31, 2002 and in prior periods.  To date, the Company has financed its continuing
operations through revenue,  the issuance of common shares and special warrants,
and more recently from a credit facility  provided by the Company's former Chief
Executive Officer (see note 4). 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 has undertaken a restructuring program (see note 6) in
order to reduce  its  expenditures  and  streamline  operations.  Together  with
estimated  revenue,  the exercise of options and warrants and the debt financing
obtained  during the three  months  ended March 31, 2002 (note  5(b)),  existing
working  capital is expected to be sufficient  to meet the  Company's  projected
working capital and cash  requirements for the balance of fiscal 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  favourable to the
Company, or at all, or reductions in expenditures are required,  the Company may
not be able to or may be delayed in being able to commercialize its products and
services  and to  ultimately  attain  profitable  operations.  The Company  will
continue to evaluate its projected  expenditures  relative to its available cash
and to evaluate  additional means of financing and cost reduction  strategies in
order to satisfy its working capital and other cash requirements.

3.   Capital assets

<TABLE>
=====================================================================================================
                                                                      Accumulated          Net Book
March 31, 2002 (unaudited)                            Cost            Depreciation           Value
-----------------------------------------------------------------------------------------------------
<S>                                               <C>                  <C>                 <C>
Computer equipment and software                   $4,013,803           $2,692,760          $1,321,043
Leasehold improvements                               429,284              131,574             297,710
Office equipment                                     632,605              174,580             458,025
Software licenses and purchased source code          192,387              146,190              46,197
-----------------------------------------------------------------------------------------------------
                                                  $5,268,079           $3,145,104          $2,122,975
=====================================================================================================
</TABLE>


                                       4
<PAGE>

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


3.   Capital assets (Continued)

<TABLE>
=====================================================================================================
                                                                      Accumulated          Net Book
December 31, 2001 (unaudited)                         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>

4.   Operating loan

During the year ended  December  31, 2001 the Company  entered into an agreement
with Thomas Koll, at that time the Chief Executive Officer of the Company, for a
credit  facility in the amount of $5 million.  The Company was able to draw down
the credit facility at its discretion,  with the principal outstanding under the
loan bearing interest at a rate of 8% per annum,  payable at maturity.  The loan
amounts drawn were secured by a first charge on all of the assets of the Company
and were due and  payable on demand on or after  January 23,  2002.  The Company
also agreed to pay Koll $50,000 as reimbursement for his legal expenses incurred
with  respect to the  operating  loan.  In  addition,  the Company  granted Koll
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 being  amortized  over the term of the
operating  loan and as other  equity  instruments.  As at March 31, 2002 none of
these  warrants had been  exercised.  Prior to December  31,  2001,  the Company
repaid all amounts that were outstanding  under this facility and terminated the
agreement.

5. Shareholders' equity

(a)  On March 8, 2002,  the Company  entered into a convertible  loan  agreement
     with a strategic partner,  Compaq Computer  Corporation,  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.  Infowave 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 Infowave,  excluding its  intellectual  property.  As at
     March 31, 2002, the Company has not drawn on this loan.

(b)  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 $0.69,
     $0.81 and $0.86  respectively,  for gross  proceeds  of  $14,887,252  (Cdn.
     $23,812,165)  of which  $4,475,309  was held in escrow and included in cash
     and cash  equivalents  at  December  31,  2001.  The special  warrants  are
     exercisable,  without payment of additional  consideration,  for units each
     comprised of one common  share and  one-half of one common  share  purchase
     warrant.

     Each whole purchase  warrant will entitle the holder to purchase one common
     share for a period of three  years at a price of $0.56  (Cdn.  $0.90).  The
     Company has the right to force  conversion of the purchase  warrants thirty
     days after  providing  written notice that the closing price for its common
     shares has equalled or exceeded Cdn. $9.00 for 20 consecutive trading days.
     The purchase warrants will also contain provisions for cashless exercise.



                                       5
<PAGE>

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


     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.

(c)  As at March 31, 2002, the Company had 6,438,848  stock options  outstanding
     with exercise  prices ranging from Cdn. $0.40 to Cdn. $64.50 and 25,333,825
     warrants  outstanding  with exercise prices ranging from Cdn. $0.81 to Cdn.
     $32.50.  Of  these  stock  options  and  warrants,  4,288,120  options  and
     4,693,019  warrants were not included in the diluted per share calculations
     for the three  months  ended March 31, 2002 as their  exercise  prices were
     greater than or equal to the market value of the underlying shares.

(d)  Effective  for awards in fiscal  2002,  the Company  measures  compensation
     costs under Canadian GAAP for stock options granted to employees, including
     directors,  under the intrinsic value based method of accounting consistent
     with the method  previously  applied for United  States GAAP  purposes.  In
     addition,  options  granted to  non-employees  after  December 31, 2001 are
     recorded at their fair value as the options  are  earned.  Previously,  the
     Company accounted for all stock-based compensation by the settlement method
     under  Canadian  GAAP whereby no amounts were recorded on grant and the net
     proceeds  received on exercise  was credited to share  capital.  Due to the
     nature of the Company's stock options plans, no transition adjustments were
     required to be recognized on adoption of the policies  effective January 1,
     2002.

     Under the intrinsic value based method,  employee stock option compensation
     is the excess,  if any, of the quoted market value of the stock at the date
     of the grant over the amount an optionee must pay to acquire the stock.  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 months ended March 31, 2002

     Had the Company determined compensation expense based on the fair values at
     grant dates of the stock options consistent with the fair value method, the
     Company's loss and loss per share would have been reported as the pro-forma
     amounts indicated below:

     ===========================================================================
                                                                      Three
                                                               months ended
                                                             March 31, 2002
     ---------------------------------------------------------------------------
     Net loss, as reported                                       $3,376,025
     Pro-forma net loss                                           3,381,604

     Net loss per share                                          $     0.09
     Pro-forma net loss per share                                $     0.09
     ---------------------------------------------------------------------------

     The weighted average  estimated fair value at the date of grant for options
     granted during the three months ended March 31, 2002 was $0.54 per share.

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



                                       6
<PAGE>

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




     ===========================================================================
                                                                        Three
                                                                 months ended
                                                               March 31, 2002
     ---------------------------------------------------------------------------
     Risk-free interest rate                                           $2.03%
     Dividend yield                                                         -
     Volatility factor                                                   125%
     Weighted average expected life of the options                    5 years
     ---------------------------------------------------------------------------

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


6.   Subsequent event

Subsequent  to March 31, 2002 the Company  initiated a  restructuring  plan that
includes  employee  severance  payments of  approximately  $250,000.  Additional
non-cash   restructuring   costs  including   write-downs  of  assets  including
unrecoverable   leasehold   improvements  as  well  as  a  provision  for  lease
termination costs may be required as this plan is fully implemented.  No amounts
have been accrued as at March 31, 2002 relating to these restructuring costs, as
a formal plan committing the Company was not in place until April 2002.


7.   Contingency

The  Company  has  received a letter  dated  September  17,  2001 from  Glenayre
Electronics,   Inc.  ("Glenayre")  informing  Infowave  that  Glenayre  requires
indemnity under certain agreements  Infowave has with Glenayre.  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  Infowave  developed  and  supplied  to  Glenayre  does not
infringe the  intellectual  property rights of any third party and therefore any
costs associated with indemnification, if required, will not be material.



                                       7
<PAGE>

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



8.   United States generally accepted accounting principles

These  interim  financial  statements  have been  prepared  in  accordance  with
generally accepted accounting principles ("GAAP") in Canada. Reference should be
made to note 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 March 31, 2002. The
following  are the  material  measurement  differences  from GAAP in the  United
States as they relate to the Company's March 31, 2002 financial statements:

(a)  Net loss and net loss per share:

<TABLE>
--------------------------------------------------------------------------------------------------------------
                                                                                    Three months ended
                                                                            March 31, 2002      March 31, 2001
---------------------------------------------------------------------------------------- ---------------------
<S>                                                                            <C>                 <C>
Loss from operations in accordance with Canadian GAAP                          $ 3,376,025         $ 4,820,124
Adjustment for stock-based compensation relating to stock options
    issued to non-employees                                                              -             123,730
Adjustment for stock-based compensation relating to escrow shares                        -                   -
--------------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP                                 $ 3,376,025         $ 4,943,854
--------------------------------------------------------------------------------------------------------------

Weighted average number of shares outstanding in accordance with
    Canadian GAAP and United States GAAP                                        36,035,432          22,038,141
--------------------------------------------------------------------------------------------------------------

Net loss per share                                                             $      0.09         $      0.22
--------------------------------------------------------------------------------------------------------------

Comprehensive loss:
      Net loss in accordance with United States GAAP                           $ 3,376,026         $ 4,943,854
      Other comprehensive loss (income):
            Foreign currency translation adjustment                                 29,571             590,734
--------------------------------------------------------------------------------------------------------------
                                                                               $ 3,405,597         $ 5,534,588
--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       8
<PAGE>

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



8.   United States generally accepted accounting principles (continued)

(b)      Balance sheet:

<TABLE>
--------------------------------------------------------------------------------------------------------------
                                                                            March 31, 2002      March 31, 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                                                                  $10,330,372         $13,657,675
--------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
--------------------------------------------------------------------------------------------------------------
                                                                        March 31, 2002       December 31, 2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                 <C>
Shareholders' Equity
Share capital in accordance with Canadian GAAP                                 $55,521,401         $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                             56,692,746          43,618,486
--------------------------------------------------------------------------------------------------------------

Special warrants in accordance with Canadian and United States
GAAP                                                                                     -          13,004,340
--------------------------------------------------------------------------------------------------------------

Other equity instruments in accordance with United States GAAP                   1,613,096           1,613,096

Deficit in accordance with Canadian GAAP                                       (48,002,102)        (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                                  (48,812,227)        (45,436,202)
--------------------------------------------------------------------------------------------------------------
Cumulative translation account in accordance with Canadian GAAP                   (660,119)           (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                        (1,021,339)           (991,768)
     States GAAP
--------------------------------------------------------------------------------------------------------------

Shareholders' equity in accordance with U.S. GAAP                              $ 8,472,276         $11,807,952
--------------------------------------------------------------------------------------------------------------
</TABLE>



                                       9

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.


Quarter ended March 31, 2002 compared to Quarter ended December 31, 2001 and
Quarter ended March 31, 2001

Revenues for the first quarter of 2002 were $325,261  representing a decrease of
39% from  revenues of  $534,867 in the fourth  quarter of 2001 and a decrease of
62% from  revenues  of  $857,764  in the  first  quarter  of 2001.  The  Company
continues  to  be  challenged  by  the  poor  economic  environment,  which  has
significantly  reduced IT spending and lengthened  the sales cycle.  At the same
time,  the  Company has  refocused  its sales  strategy  on larger,  Fortune 500
customers,  which,  in the  Company's  experience,  have a tendency to undertake
lengthy trial or pilot implementations  prior to larger scale rollouts.  The net
effect of these  factors is that the Company  continues  to have  difficulty  in
ascertaining the timing and impact of many of its customer opportunities, and in
the first quarter,  several deals the Company  believed it would close,  did not
close prior to quarter-end.

The  Company  believes  the  sales  environment  will  be  challenging  for  the
foreseeable  future.  While the Company has  increased the number of Fortune 500
pilot customers,  the Company is unable to accurately predict when, or if, these
pilots will be converted into  significant  sales.  The Company is also shipping
several new product releases over the next three months, including Lotus Domino,
Pocket PC 2002, Windows XP support, which the Company believes will expand sales
opportunities.  First  quarter  revenues in 2001 were derived 61% from  software
license and recurring  service fees and 29% from  maintenance  and support fees,
with the remaining revenue comprised of technical service fees. Gross margins in
the first quarter of 2002 were 89% compared to 87% in the fourth quarter of 2001
and 87% in the first quarter of 2001.

Total expenses for the quarter ended March 31, 2002 were $3,691,964 representing
a decrease of 13% over total expenses of $4,265,695 in the previous  quarter and
a decrease of 35% over


                                       10
<PAGE>

total  expenses of  $5,696,029  in the first  quarter of 2001.  The  decrease is
primarily  due to  restructuring  efforts  carried  out by the Company to reduce
operating expenditures.

Operating loss for the first quarter was $3,403,870, which represents a decrease
of 10%  from  $3,798,060  the  previous  quarter  and a  decrease  of  31%  from
$4,952,924 in the same period a year ago.

The Company  continues to aggressively  reduce  operating  expenditures and cash
burn  rate.  Last  quarter  cash  operating   expenditures   including   capital
expenditures  averaged  approximately  $1.1 million per month which represents a
21%  reduction  over the  average of $1.4  million  per month in Q4 2001,  a 31%
decrease  from $1.6  million per month in Q3 2001 and a 50%  decrease  from $2.2
million  per month in the first half of 2001.  These cost  reductions  have been
achieved through headcount and discretionary  expense reductions  throughout the
organization.

All areas of the organization showed a decline in expenses last quarter compared
to the previous quarter.  Research and Development  ("R&D") expense was down 3%,
Sales & Marketing down 7% and General & Administration was down 36% - the latter
primarily due to significant cost reductions in general  operating  overhead and
improvements in operational efficiencies.

Total R&D for the first quarter of 2002 were  $901,979,  representing a decrease
of 3% over  expenses of $933,469 in the prior quarter and a decrease of 43% over
expenses of $1,568,937  in the first quarter of 2001.  Reductions in overall R&D
costs were achieved through reduced spending on contract personnel and headcount
reductions as development on non-core products was deferred.

Sales and  marketing  expenses  ("S&M")  for the  quarter  ended  March 31, 2002
decreased by 7% from $1,749,265 in the prior quarter to $1,624,224 and decreased
by 39% from  $2,673,808  in the same period in 2001.  In  addition to  headcount
reductions,  the Company remained  conservative on advertising  expenditures and
public relations costs,  focusing expenditures on areas that would contribute to
revenue generation.

General and  administrative  expenses of $683,357 decreased by 36% from expenses
of  $1,072,797  in the prior  quarter and 40% from expenses of $1,143,089 in the
comparable  period in 2001.  The decrease  were due to a reduction in recruiting
fees and general overhead as the Company added three senior management employees
in the first  quarter of 2001  compared to one  executive  in 2002.  The Company
continues  to focus on  reducing  overhead  in  order  to  remain  operationally
efficient within a difficult and volatile market.

Depreciation  and  amortization  costs totaled  $482,404 in the first quarter of
2002 compared to  depreciation  of $483,152 in the prior quarter and $310,923 in
the first quarter of 2001. The increase over  depreciation  in the first quarter
of 2001 is attributed to capital expenditures in 2001.

Interest and other income for the first quarter of 2002 was $27,845  compared to
$12,610 in the prior  quarter and $132,800 in the first  quarter of 2001.  These
fluctuations  are  attributable  to  changes in cash and  short-term  investment
balances as well as differences in interest rates compared to prior periods.


Restructuring

While the Company is pleased with the performance regarding cost management, the
Company has had to make  further  adjustments  in response to the  disappointing
revenue environment.

The  Company  has spent the last  several  weeks  reviewing  all  aspects of the
business  and in April  commenced  a  cost-reduction  plan  which  significantly
reduces the continuing  investment in areas which do not have a direct impact on
immediate  revenue  generation,  such as administrative  support,  marketing and
public relations.



                                       11
<PAGE>

As part of this review, the Company realigned its organizational structure to
achieve greater operational efficiencies, which resulted in a reduction in the
size of the executive team from seven to five.

When fully  implemented at the end of the second quarter of 2002,  average total
cash operating expenditures including capital expenditures will decrease by over
30% from our  current  cost  structure.  As the  second  quarter of 2002 will be
transitionary, the Company forecasts total cash operating expenditures including
capital  expenditures  to decrease  between 10% and 15% during the quarter.  The
Company  believes these  reductions will still enable it to invest in areas that
are necessary for revenue generation and product  development,  while preserving
capital during this difficult economic environment.

The  Company  anticipates  taking a cash  restructuring  charge  for the  second
quarter,  comprised  principally of employee severance costs of between $250,000
and  $300,000.  There  may  also  be  additional  non-cash  restructuring  costs
including  write-down  of assets as a well as  provision  for lease  termination
costs.


Liquidity and Capital Resources

The Company's cash and short-term investments totaled $7,184,476, which includes
approximately  $350,000  pledged as security for a Cdn $100,000  operating  line
that has not been drawn upon as at March 31, 2002 and letters of credit totaling
$260,000  supporting  certain lease  obligations.  The Company had total working
capital of $6,349,301 at March 31, 2002,  compared to $9,276,808 at December 31,
2001 and  $10,015,688 at March 31, 2001. The decreases were mainly  attributable
to  $2,221,313  used in  operations  during the first quarter and the past year.
Total  accounts  receivable  decreased to $809,907 at March 31, 2002 compared to
$1,454,681  at the end of the prior  quarter,  largely due to the  collection of
significant  invoices totaling  approximately  $725,000 that were outstanding at
the end of the prior quarter.

Total capital  expenditures  of $80,724  during the quarter ended March 31, 2002
were attributable to minor additions to computer  hardware,  software and office
equipment required to maintain operating activities.

At March 31, 2002 the Company's  primary sources of liquidity  consisted of cash
and short-term  investments,  an operating loan facility, and a convertible loan
agreement.  The  operating  loan  facility has a credit  limit of Cdn  $100,000,
secured by short-term  investments.  The convertible  loan agreement,  signed on
March 8, 2002 with Compaq Computer Corporation ("Compaq"),  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 Compaq.  During the  remainder of the term of the Compaq 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 March 31,  2002 no  amounts  were
outstanding on the operating line or the convertible loan.

After the cost  reductions  initiated in April,  the Company  believes  that the
total amount of cash and short-term  investments  will be sufficient to meet its
anticipated  cash needs for working  capital and  capital  expenditures  through
2002.  This is dependent on meeting  certain  internal  revenue  projections and
working capital  metrics.  If the company fails to meet these  projections,  the
Company  may need to  raise  additional  capital,  and/or  implement  additional
reductions in expenses to meet  anticipated  cash needs for working  capital and
capital expenditures.



                                       12
<PAGE>

The Company  may also need to raise  additional  capital for working  capital or
expenses,  should the business model of the Company change. 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 March 31, 2002, the Company 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
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

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. In preparing  the  consolidated  financial  statements,
estimates and judgments are applied that affect the reported  amounts of assets,
liabilities,  revenues and expenses and the disclosure of contingent  assets and
liabilities for the reporting periods.  The Company bases its estimates 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
judgments  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  judgment  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 judgments 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 judgment of estimated loss 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 impact these estimates materially.



                                       13
<PAGE>

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 8 to the financial statements.


Part II.  Other Information

Item 1.   Legal Proceedings

The  Company  has  received a letter  dated  September  17,  2001 from  Glenayre
Electronics,   Inc.  ("Glenayre")  informing  Infowave  that  Glenayre  requires
indemnity under certain agreements  Infowave has with Glenayre.  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  Infowave  developed  and  supplied  to  Glenayre  does not
infringe the intellectual property rights of any third party and therefore, that
the Company does not need to indemnify Glenayre.


Item 2. Changes in Securities and Use of Proceeds

Warrants

The Company issued 34,121,289 special warrants (the "Special Warrants") in three
tranches on November 23, 28 and 30,  2001.  Each  Special  Warrant  entitled the
holder thereof,  upon exercise of the Special Warrant and without payment of any
additional consideration, to receive one Common Share and one-half of a purchase
warrant. A final prospectus was receipted in British Columbia, Alberta, Manitoba
and Ontario on February  21, 2002  qualifying  the  distribution  of  34,121,289
Common Shares and 17,060,644 purchase warrants issuable upon the exercise of the
34,121,289 previously issued Special Warrants.  All of the Special Warrants were
deemed  exercised  for Common Shares on February 26, 2002.  Each whole  purchase
warrant  entitles the holder  thereof to purchase one Common Share at a price of
Cdn.$0.90 until is the earlier of: (i) November 23, 2004; and (ii) 30 days after
the Company gives written  notice that the closing  trading price for the Common
Shares has equaled or exceeded at least Cdn.$9.00 for a period of 20 consecutive
trading days, provided the Common Shares are at the time trading on the TSE, the
New York Stock Exchange,  the American Stock Exchange, or the Nasdaq SmallCap or
the Nasdaq  National  Market  and the  Common  Shares  underlying  the  purchase
warrants  are not  subject to any lock-up  provisions  imposed by the Company or
Commonwealth Associates L.P.  ("Commonwealth"),  an agent under the offering. Of
the 34,121,289 Special Warrants,  31,965,319,  1,960,784 and 195,186 were issued
at  a  price  per  Special  Warrant  of  Cdn.$0.69,   Cdn.$0.81  and  Cdn.$0.86,
respectively.

The Special Warrants,  the Common Shares underlying the Special Warrants and the
Compensation  Options were issued in reliance upon exemptions from  registration
available  under either (i) Rule 903(b)(1) of Regulation S  ("Regulation  S") or
(ii) Rule 506 of Regulation D ("Regulation D") promulgated  under the Securities
Act of 1933,  as amended  (the  "Securities  Act").  The  Company was a "foreign
issuer",  as such term is defined in Regulation S, and it issued such securities
(i)  outside  the United  States and not for the account or benefit of any "U.S.
Person",  as such term is defined  in  Regulation  S, or (ii)  inside the United
States only to "accredited investors", as such term in defined in Rule 501(a) of
Regulation D.

Convertible Loan/Credit Facility

The Company has entered into a convertible  loan  agreement  dated March 8, 2002
with Compaq (the  "Compaq Loan  Agreement").  Under the terms of the Compaq Loan
Agreement,  Compaq  has made  available  to the  Company a  revolving  loan (the
"Compaq  Loan") of up to US$2 million  expiring on March 8, 2005.  The principal
amount outstanding from time to time under the Compaq Loan bears interest at the
Canadian  prime rate plus 3.25% and may be



                                       14
<PAGE>

converted  into  Common  Shares  at a price  of  $1.00  per  share,  subject  to
adjustment in certain circumstances. The Compaq Loan is secured by substantially
all of the Company's assets,  excluding  intellectual  property. The Company has
also  granted  Compaq  a  non-exclusive  license  to  certain  of the  Company's
intellectual   property  in  order  to  ensure  that  the  Company  fulfils  its
obligations  under the Compaq  Strategic  Alliance and Sales Agreement and other
agreements  with Compaq.  The Company may terminate the Compaq Loan Agreement at
any time  provided that no amounts are  outstanding  or payable under the Compaq
Loan.  As at the date of filing,  the Company has not  borrowed any amount under
the Compaq Loan.

Under the terms of the Compaq Loan  Agreement,  the  Company may borrow  amounts
from time to time  provided that certain  working  capital  conditions  are met.
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 Compaq. During the remainder of the term of the Compaq Loan, the
Company may draw down amounts not to exceed the  Company's  working  capital (as
defined in the Compaq Loan Agreement) from time to time.

So long as the Compaq Loan Agreement  remains in effect or the Compaq  Strategic
Alliance and Sales Agreement remains in effect,  the Company shall permit Compaq
to have an  observer  attend  each  meeting  of the  Board of  Directors  of the
Company. In addition,  so long as the Compaq Loan Agreement remains in effect or
the Compaq Strategic Alliance and Sales Agreement remains in effect, the Company
shall  not:  (i)  issue  any  equity  or debt  security  to,  or incur any other
indebtedness  to, any of Dell,  Hewlett  Packard,  IBM,  Sun, Palm or Handspring
(each,  a  "Specified  Person");  (ii)  issue or  invest  in any  equity or debt
security to form,  create or  participate in any  partnership,  joint venture or
other corporate business  enterprise with any Specified Person;  (iii) allow any
director,  officer,  employee,  agent or other  representative  of any Specified
Person to attend  meetings of the Company's  Board of Directors or any committee
thereof or any advisory  committee as a  non-director  representative;  and (iv)
vote or cause to be voted any of its securities  having the power to vote in the
election  of  directors  in favour of the  election  of any  director,  officer,
employee,  agent or other  representative of a Specified Person to the Company's
Board of Directors.

The Convertible Loan Agreement was entered into in reliance upon exemptions from
registration   available  under  Rule  506  of  Regulation  D  ("Regulation  D")
promulgated under the Securities Act of 1933, as amended (the "Securities Act").


Item 3. Defaults upon Senior Securities

None.


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

None.


Item 5.  Other Information

On April 24, 2002,  Mr. Thomas Koll  resigned as President  and Chief  Executive
Officer of the Company and was appointed Chairman of the Board of Directors.



                                       15
<PAGE>

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      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


                                       16
<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


                                       17
<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

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

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

     (b)  Reports on Form 8-K

          On February  21, 2002,  the Company  filed a Form 8-K  announcing  the
          appointment of George Reznik as the Company's Chief Financial Officer.

          On February  28, 2002,  the Company  filed a Form 8-K  announcing  the
          receipt  of  the  final   prospectus   receipt  from  the   securities
          commissions of British Columbia,  Ontario,  Alberta and Manitoba for a
          prospectus  qualifying  for  issuance  the common  shares and purchase
          warrants to be issued upon exercise of deemed  exercise of the special
          warrants sold in November 2001.

          On  March  15,  2002,  the  Company  filed a Form 8-K  announcing  the
          Company's  financial  results  for 2001 and  strategic  alliance  with
          Compaq.


                                       18
<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 14, 2002

                                  INFOWAVE SOFTWARE, INC.


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





                                       19
<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

  4.7      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

<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

<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

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

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