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

                                    FORM 10-Q

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

     For the quarterly period ended June 30, 2000

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

     For the Transition Period From ______ to ______


                        COMMISSION FILE NUMBER 000-26867

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

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


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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such period that the  registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                                 Yes [X] No [ ]


             COMMON SHARES OUTSTANDING AT JUNE 30, 2000: 20,728,717


<PAGE>

                             INFOWAVE SOFTWARE, INC.

                             INDEX to the FORM 10-Q
                     For the Six Months Ended June 30, 2000


<TABLE>

<S>                                                                                                <C>
Part I.  Financial Information........................................................................1

Item 1. Financial Statements..........................................................................1

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

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

        c)  Condensed Statements of Cash Flows
            For the six months ended June 30, 2000 and 1999...........................................3

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk...................................15

Part II.  Other Information

Item 1. Legal Proceedings............................................................................16

Item 2. Changes in Securities and Use of Proceeds....................................................16

Item 3. Defaults upon Senior Securities..............................................................18

Item 4. Submission of Matters to a Vote of Security Holders..........................................18

Item 5. Other Information............................................................................19

Item 6. Exhibits and Reports on Form 8-K.............................................................20

Part III.  Signatures................................................................................21
</TABLE>


<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements


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


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

Current Assets:
        Cash and cash equivalents                                  $11,903,508         $4,359,090
        Short term investments, at cost which
           approximates fair market value                            6,661,801                  -
        Trade receivables                                            1,282,483          1,916,961
        Share subscription receivable                                  537,666                  -
        Inventory (note 5)                                             517,322            588,981
        Prepaid expenses and deposits                                  145,169            170,662
-----------------------------------------------------------------------------------------------------
                                                                    21,047,949          7,035,694

Capital assets (note 6)                                              2,457,655            984,698

Deferred charges                                                        17,700             34,100
-----------------------------------------------------------------------------------------------------
                                                                   $23,523,304         $8,054,492
=====================================================================================================

Liabilities and Shareholders' Equity

Current liabilities:
        Accounts payable and accrued liabilities                    $1,566,453         $1,014,673
        Deferred revenue                                                 3,020                  -
-----------------------------------------------------------------------------------------------------
                                                                     1,569,473          1,014,673

Shareholders' equity (note 7)
        Share capital
            Authorized: 100,000,000 voting common shares
            Issued: 20,728,717 (1999 - 18,297,470)                  34,576,792         12,526,949
        Deficit                                                    (12,762,483)        (5,776,773)
        Cumulative translation account                                 139,522            289,643
-----------------------------------------------------------------------------------------------------
                                                                    21,953,831          7,039,819
-----------------------------------------------------------------------------------------------------
                                                                   $23,523,304         $8,054,492
=====================================================================================================
</TABLE>




                                       1
<PAGE>


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


<TABLE>
==========================================================================================================================
                                                           Three months ended                   Six months ended
                                                     June 30, 2000      June 30, 1999    June 30, 2000     June 30, 1999
                                                      (Unaudited)        (Unaudited)      (Unaudited)       (Unaudited)
--------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>              <C>              <C>
Revenues:
           Sales                                         $132,730          $32,898          $235,164         $150,538
           Cost of goods sold (note 8)                    115,265            2,947           115,634           21,822
           ---------------------------------------------------------------------------------------------------------------
                                                           17,465           29,951           119,530          128,716
Expenses:
           Research and development                       852,228          300,994         1,462,565          525,019
           Sales and marketing                          1,568,178          290,499         2,604,583          557,746
           General and administrative                     646,019          212,831         1,070,099          391,206
           Depreciation and amortization                  169,533           36,018           257,117           73,451
--------------------------------------------------------------------------------------------------------------------------
                                                        3,235,958          840,342         5,394,364        1,547,422
--------------------------------------------------------------------------------------------------------------------------
Operating loss from continuing operations               3,218,493          810,391         5,274,834        1,418,706

Other income (expenses):
           Interest and other income                      231,436           15,451           278,287           26,792
           Foreign exchange                                15,852          (69,323)           29,634          (64,503)
           ---------------------------------------------------------------------------------------------------------------
                                                          247,288          (53,872)          307,921          (37,711)
--------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations                         2,971,205          864,263         4,966,913        1,456,417

Discontinued operations:
      Loss (earnings) from operations (note 4)            744,761         (114,198)        1,231,631         (288,922)
      Estimated loss on disposal (note 4)                 112,166                -           787,166                -
--------------------------------------------------------------------------------------------------------------------------
                                                          856,927         (114,198)        2,018,797         (288,922)
--------------------------------------------------------------------------------------------------------------------------

Net loss for the period                                 3,828,132          750,065         6,985,710        1,167,495

Deficit, beginning of period                            8,934,351        2,905,952         5,776,773        2,488,522
--------------------------------------------------------------------------------------------------------------------------
Deficit, end of period                                $12,762,483       $3,656,017       $12,762,483       $3,656,017
==========================================================================================================================

Loss (earnings) per share
      Continuing operations                                 $0.15            $0.06             $0.26            $0.10
      Discontinued operations                               $0.05           $(0.01)            $0.11           $(0.02)
--------------------------------------------------------------------------------------------------------------------------
      Net loss                                              $0.20            $0.05             $0.37            $0.08
--------------------------------------------------------------------------------------------------------------------------

Weighted average number of shares outstanding          19,237,005       15,362,764        19,036,659       15,334,907
==========================================================================================================================

</TABLE>






                                       2
<PAGE>

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


<TABLE>
                                                                        Six months ended
                                                                 June 30, 2000       June 30, 1999
                                                                 (Unaudited)          (Unaudited)
==================================================================================================
<S>                                                               <C>                   <C>
Net cash provided by (used in) continuing operations              ($3,875,760)          ($589,516)
Net cash provided by (used in) discontinued operations
                                                                   (1,485,182)            391,369
--------------------------------------------------------------------------------------------------
Total cash flows provided by (used in) operations                  (5,360,942)           (198,147)

Cash flows from investing activities:
            Purchase of short term investments                     (6,661,801)                  -
            Purchase of capital assets                             (1,852,014)           (223,720)
            --------------------------------------------------------------------------------------
                                                                   (8,513,815)           (223,720)

Cash flows from financing activities:
            Issuance of shares for cash, net of issue cost          2,487,848             248,599
            Issuance of warrants for cash, net of issue
            costs                                                  19,027,038           2,875,870
            --------------------------------------------------------------------------------------
                                                                   21,514,886           3,124,469

Foreign exchange gain (loss) on cash and cash
          equivalents held in a foreign currency                      (95,711)            117,748
--------------------------------------------------------------------------------------------------
Increase in cash and cash equivalents                               7,544,418           2,820,350

Cash and cash equivalents, beginning of period                      4,359,090           1,047,319
--------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                          $11,903,508          $3,867,669
==================================================================================================

Supplemental information:
             Shares issued for share subscription                    $537,666                 $ -
             receivable
==================================================================================================
</TABLE>






                                       3
<PAGE>

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


1.   Basis of presentation

     The  accompanying   unaudited  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 June 30,  2000 and for all  periods  presented,
have been included.

     The  unaudited  balance  sheet,  statement  of  operations  and deficit and
condensed statement of cash flows have been prepared in accordance with Canadian
generally  accepted  accounting  principles for interim  financial  information.
Except  as  disclosed  in note 9,  these  financial  statements  comply,  in all
material respects,  with generally accepted accounting  principles in the United
States.

     Interim results for the  three-month  and six-month  periods ended June 30,
2000 are not necessarily  indicative of the results that may be expected for the
fiscal year as a whole. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's annual
report on Form 10-K for the fiscal year ended December 31, 1999.

2.   Loss per share

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

3.   Change in accounting policy

     Effective January 1, 2000 the Canadian  Institute of Chartered  Accountants
changed the  accounting  standards  relating to the accounting for income taxes.
Under the new standard  future income tax assets and  liabilities are determined
based on  temporary  differences  between  the  accounting  and tax basis of the
assets and  liabilities,  and are measured using the tax rates expected to apply
when these differences  reverse.  A valuation  allowance is recorded against any
future  income tax asset if it is more  likely than not that the assets will not
be realized.

     Prior  to  adoption  of  this  new  accounting  standard,  income  tax  was
determined  using the deferral  method whereby  deferred  income tax expense was
determined based on timing differences  between the accounting and tax treatment
of items of expense or income, and was measured using tax rates in effect in the
year the  differences  originated.  Certain  deferred  tax  assets,  such as the
benefit of tax losses  carried  forward  were not  recognized  unless  there was
virtual certainty that they would be realized.



                                       4
<PAGE>

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


     The  Company  has   adopted   the  new  income  tax   accounting   standard
retroactively.  However,  the Company has determined  that there is no effect on
prior year results as a valuation allowance has been recorded against all of the
net future tax assets. The Company's future tax assets consist primarily of loss
carryforwards and scientific research and development credits.

4.   Discontinued operations

     On May 10, 2000 the Company signed a letter of intent to dispose of the net
assets and business  operations of its Imaging Division.  Under the terms of the
letter of intent, the purchase price will be approximately equal to the net book
value of the net assets of the Division on the date of closing.  The anticipated
closing date is August 31, 2000.

     The  disposition  was recognized as a  discontinued  operation in the three
months ended March 31, 2000.  The estimated  loss on disposition of $787,166 for
the six months  ended June 30, 2000 is comprised  of expected  operating  losses
from the Imaging  Division of $540,000 from July 1, 2000 until the closing date,
plus other anticipated costs to exit the business,  including employee severance
payments,  and professional fees. The adjustment of $112,166 in the three months
ended June 30, 2000 reflects  revisions to the estimated  losses to the disposal
date.

As at June 30, 2000 the net assets of the Imaging Division are comprised of:

================================================================================
                                                                  June 30, 2000
--------------------------------------------------------------------------------
Accounts receivable                                                   $831,299
Inventory                                                              517,322
Prepaid expenses and deposits                                          100,670
Capital assets                                                         390,693
--------------------------------------------------------------------------------
                                                                     1,839,984
Accounts payable and accrued liabilities                              (242,691)
--------------------------------------------------------------------------------
                                                                    $1,597,293
================================================================================

Results for the Imaging Division are as follows:

<TABLE>
==================================================================================================================
                                               Three months ended                           Six months ended
                                       June 30, 2000      June 30, 1999           June 30, 2000      June 30, 1999
==================================================================================================================
<S>                                            <C>              <C>                 <C>                 <C>
Sales                                          $548,495         $1,531,339          $1,676,124          $3,138,825
Cost of Goods Sold                              301,861            389,804             712,730             888,069
------------------------------------------------------------------------------------------------------------------
                                                246,634          1,141,535             963,394           2,250,756

Research and development                        355,584            373,651             742,679             682,747
Sales and marketing                             382,048            351,121             894,982             715,120
Administration                                  205,729            256,721             458,473             461,520
Depreciation and amortization                    48,034             45,844              98,891             102,447
------------------------------------------------------------------------------------------------------------------
                                                991,395          1,027,337           2,195,025           1,961,834
------------------------------------------------------------------------------------------------------------------
Loss (earnings) from operations                $744,761          ($114,198)         $1,231,631           ($288,922)
==================================================================================================================
</TABLE>



                                       5
<PAGE>

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


5.   Inventory

Inventory consists of:

<TABLE>
============================================================================================
                                                       June 30, 2000       December 31, 1999
--------------------------------------------------------------------------------------------
<S>                                                       <C>                   <C>
Raw materials                                             $449,304              $503,646
Finished goods                                             108,542               126,907
--------------------------------------------------------------------------------------------
                                                           557,846               630,553
Less allowance for obsolete stock                          (40,524)              (41,572)
--------------------------------------------------------------------------------------------
                                                          $517,322              $588,981
============================================================================================
</TABLE>


6.   Capital assets

<TABLE>
===============================================================================================================
                                                                               Accumulated            Net Book
June 30, 2000                                                 Cost             Depreciation            Value
---------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>                 <C>
Computer equipment and software                           $2,588,505           $1,102,218          $1,486,287
Leasehold improvements                                       283,505              163,843             119,662
Office equipment                                             785,802              153,437             632,365
Software licenses and purchased source code                  472,498              253,157             219,341
---------------------------------------------------------------------------------------------------------------
                                                          $4,130,310           $1,672,655          $2,457,655
===============================================================================================================
</TABLE>



<TABLE>
===============================================================================================================
                                                                               Accumulated            Net Book
December 31, 1999                                             Cost             Depreciation            Value
---------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                  <C>                 <C>
Computer equipment and software                           $1,521,728             $870,877            $650,851
Leasehold improvements                                       196,522              137,727              58,795
Office equipment                                             261,794              124,780             137,014
Software licenses and purchased source code                  365,069              227,031             138,038
---------------------------------------------------------------------------------------------------------------
                                                          $2,345,113           $1,360,415            $984,698
===============================================================================================================
</TABLE>


7.   Shareholders' equity

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



                                       6
<PAGE>

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


8.   Cost of goods sold

     Included  in  cost  of  goods  sold  is  $104,117  related  to  a  one-time
     disposition of obsolete hardware inventory for gross proceeds of $70,040.

9.   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 June 30, 2000.  The
following  are the  material  measurement  differences  from GAAP in the  United
States as they relate to the Company's June 30, 2000 financial statements:

     (a)  Net loss and net loss per share:

<TABLE>
============================================================================================================================
                                                             Three months ended                   Six months ended
                                                      June 30, 2000    June 30, 1999     June 30, 2000      June 30, 1999
----------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                <C>              <C>               <C>
Loss from continuing operations in accordance with
Canadian GAAP                                          $2,971,205         $864,263         $4,966,913        $1,456,417
Adjustment for stock-based compensation relating to
stock  options issued to non-employees                      1,756            5,446              3,545            10,892
Adjustment for stock-based compensation relating to
escrow shares                                               3,712            9,071              6,718            19,295
----------------------------------------------------------------------------------------------------------------------------
Loss from continuing operations in accordance with
United States GAAP                                      2,976,673          878,780          4,977,176         1,486,604
Discontinued operations:
      Loss (earnings) from operations
                                                          744,761         (114,198)         1,231,631          (288,922)
      Estimated loss on disposal                          112,166                -            787,166                 -
----------------------------------------------------------------------------------------------------------------------------
                                                          856,927         (114,198)         2,018,797          (288,922)
----------------------------------------------------------------------------------------------------------------------------
Net loss in accordance with United States GAAP         $3,833,600         $764,582         $6,995,973        $1,197,682
============================================================================================================================


============================================================================================================================
Weighted average number of shares outstanding in
accordance with Canadian GAAP                          19,237,005       15,362,764         19,036,659        15,334,907
Adjustment for weighted average number of
contingently issued shares pursuant to employee
incentive plan                                            (74,875)        (258,000)           (87,563)         (294,500)
Adjustment for weighted average number of
contingently issued shares pursuant to employment
agreement                                                       -          (75,556)                 -           (80,278)
----------------------------------------------------------------------------------------------------------------------------
Weighted average number of shares outstanding in
accordance with United States GAAP                     19,162,130       15,029,208         18,949,096        14,960,129
============================================================================================================================
</TABLE>



                                       7
<PAGE>

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


     (a)  Net loss and net loss per share continued:

<TABLE>
=================================================================================================================
<S>                                                    <C>              <C>               <C>              <C>
Loss (earnings) per share:
      Continuing operations                            $0.16            $0.06             $0.26            $0.10
      Discontinued operations                          $0.04           $(0.01)            $0.11           $(0.02)
-----------------------------------------------------------------------------------------------------------------
      Net loss                                         $0.20            $0.05             $0.37            $0.08
=================================================================================================================


=================================================================================================================
Comprehensive loss:
      Net loss in accordance with United
          States  GAAP                            $3,833,600         $764,582        $6,995,973       $1,197,682
      Other comprehensive income:
            Foreign currency translation
                adjustment                           100,742          (41,920)          150,121         (292,957)
-----------------------------------------------------------------------------------------------------------------
                                                  $3,934,342         $722,662        $7,146,094         $904,725
=================================================================================================================
</TABLE>


     (b)  Balance sheet:
<TABLE>
=================================================================================================================
                                                                   June 30, 2000           December 31, 1999
-----------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                        <C>
Total assets in accordance with Canadian GAAP                      $23,523,304                $8,054,492
Adjustments to US GAAP                                                 (17,700)                  (34,100)
-----------------------------------------------------------------------------------------------------------------
Total assets in accordance with U.S. GAAP                          $23,505,604                $8,020,392
=================================================================================================================


=================================================================================================================
                                                                   June 30, 2000         December 31, 1999
=================================================================================================================
Shareholders' equity in accordance with Canadian GAAP              $21,953,831                $7,039,819
Adjustments to US GAAP                                                 (17,700)                  (34,100)

-----------------------------------------------------------------------------------------------------------------
Shareholders' equity in accordance with U.S. GAAP                  $21,936,131                $7,005,719
=================================================================================================================
</TABLE>



                                       8

<PAGE>


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

Investors should read the following in conjunction with the unaudited  financial
statements  and  notes  thereto  included  in Part 1 - Item 1 of this  Quarterly
Report,  and the audited  financial  statements  and notes  thereto for the year
ended  December 31, 1999  included in the  Corporation's  annual  report on Form
10-K.

Forward-Looking Statements

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

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

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

Corporate Summary

The second quarter of 2000 marked a number of milestones for the  Corporation in
several  strategic areas.  The Corporation  signed  partnership  agreements with
industry  leaders  Compaq  Computer  Corporation  and  Intel  Corporation  which
management anticipates will provide the Corporation with significant leverage in
marketing,  sales and  product  development.  The  Corporation  also  closed the
Cdn.$30 million special warrant  financing  which  management  anticipates  will
provide the  Corporation  with working  capital  sufficient  to carry it through
2001.  In addition,  management  moved  forward on its  commitment to divest the
Imaging  Division in order to focus company  resources on the development of the
wireless business.

On May 10, 2000 the Corporation  entered into a letter of intent to sell the net
assets and business  operations of its Imaging Division.  Under the terms of the
letter of intent, the purchase price will be approximately equal to the net book
value of the  Imaging  Division  at the date of  closing.  The  Corporation  has
estimated its loss on disposition  of the net assets and business  operations of
the Imaging Division at $0.79 million, which includes



                                       9
<PAGE>

expected  operating  losses from the Imaging Division of $0.54 million from July
1, 2000 until the closing date, plus other ancillary costs to exit the business.
Closing is anticipated on or about August 31, 2000.

The financial  statements of the  Corporation  have been prepared to present the
Imaging  Division  as  discontinued  operations.  The  results  from  continuing
operations  represent  those of the  Wireless  Division  and  general  corporate
activities.

Continuing Operations

Quarter ended June 30, 2000 compared to quarter ended June 30, 1999

Revenue for the three months ended June 30, 2000 was $0.13  million  compared to
$0.03 million for the three months ended June 30, 1999, representing an increase
of 304%.  Second  quarter  revenue in 2000 included the sale of $0.07 million of
redundant hardware inventory at a loss of $0.03 million, resulting in an overall
gross margin of 13% in the second  quarter of 2000 compared to 91% in the second
quarter of 1999. After excluding the sale of redundant  hardware,  the remaining
revenue in the second  quarter of 2000 was comprised of  approximately  76% from
enterprise  software  license fees  (Infowave  for Exchange and Infowave for the
Net) and 15% from  third-party  hardware  sales.  The  remaining  revenue in the
second  quarter of 2000  related to recurring  license fees from hosted  service
providers  and from  technical  services.  Second  quarter  revenue  in 1999 was
derived  mainly from  engineering  fees,  resulting in an  unusually  high gross
margin for the period.

Operating  expenses  in the  second  quarter  of  2000  totaled  $3.24  million,
representing a 285% increase over total  operating  expenses of $0.84 million in
the second  quarter of 1999.  The most  significant  factor  accounting  for the
increase in operating  expenses was the increase in headcount.  During the three
months  ended June 30, 2000 the company  hired 27 new  employees in the Wireless
Division,  resulting in a total of 124 Wireless  Division  employees at June 30,
2000 compared to a total of 42 Wireless Division employees at June 30, 1999.

Research and  development  expense  increased  183% to $0.85 million  ($0.04 per
share) for the three  months ended June 30, 2000 from $0.30  million  ($0.02 per
share) for the comparable 1999 period. The Corporation added several key members
to the research and development  team,  resulting in an increase in research and
development headcount to 53 at June 30, 2000 from 43 at March 31, 2000 and 24 at
June 30, 1999. Research and development salaries of $0.57 million represented an
increase of 43% over the first  quarter of 2000 and an increase of 227% over the
second quarter of 1999. Projects in progress during the quarter included feature
enhancements and additional network support for the Corporation's enterprise and
carrier  software  products as well as several OEM  projects.  The  research and
development  team has also  allocated  resources  to  supporting  the  sales and
marketing team on major customer and partner initiatives.

Total  sales and  marketing  expense  for the  second  quarter of 2000 was $1.57
million  ($0.08 per share),  representing  an increase of 440% compared to $0.29
million  ($0.02 per share) in the second  quarter of 1999.  The  majority of the
increase in sales and marketing



                                       10
<PAGE>

spending  related to new employee  salaries as the company filled several senior
positions,  including a Vice-President  of Business  Development and Director of
Strategic  Marketing.  Sales and marketing headcount increased to 49 at June 30,
2000  compared  to 31 at March  31,  2000 and 10 at June 30,  1999.  Most of the
hiring in sales and  marketing  occurred in the  Corporation's  Seattle  office,
which employs 28 employees as of June 30, 2000. Sales and marketing  salaries of
$0.69 million  represented an increase of 64% over the first quarter of 2000 and
588% over the second quarter of 1999.

A significant  portion of sales and marketing  expense in the second  quarter of
2000 was also attributable to travel and trade show attendance.  The Corporation
participated   in  19  industry  and  partner  events  during  the  quarter  and
Corporation  representatives  presented  at six of those  events.  The launch of
FirstHand(TM) in June was captured by industry analysts and trade media, and the
Corporation   participated  with  Microsoft   Corporation  and  Compaq  Computer
Corporation at the launch of the Pocket PC / iPAQ in April. The Corporation also
added seven new regional resellers during the quarter.

General and administration  costs totaled $0.65 million ($0.03 per share) in the
second  quarter of 2000  versus  $0.21  million  ($0.01 per share) in the second
quarter of 1999.  The majority of this increase is  attributable  to a change in
the allocation of general  corporate costs to reflect the impending  disposal of
the Imaging  Division.  The remainder of the increase is due to higher  salaries
and professional fees, the latter due to Canadian and U.S. securities  reporting
obligations  and an  increase in the number of  customer  and partner  contracts
signed during the period.

Depreciation and amortization  costs totaled $0.17 million in the second quarter
of 2000  compared  to $0.04  million in the  comparable  1999  period due to the
depreciation of computer and other  acquisitions  made during 1999 and the first
half of 2000.

Interest  income  increased to $0.23 million in the second  quarter of 2000 from
$0.02 million in the comparable  1999 period due to investment  income earned on
higher cash and short term  investment  balances.  The higher  balances  are the
result of the  closing of the  special  warrant  financing  in April  2000.  The
Corporation  incurred  a foreign  exchange  gain of $0.02  million in the second
quarter of 2000 due to the effect of the  depreciation of the Canadian dollar on
the Corporation's net U.S. dollar asset exposure.

Six months ended June 30, 2000 compared to six months ended June 30, 1999

Revenue  for the six months  ended June 30, 2000 was $0.24  million  compared to
$0.15 million for the six months ended June 30, 1999,  representing  an increase
of 56%. The sale of redundant  hardware  inventory in the second quarter of 2000
resulted  in an  overall  gross  margin of 51% in the  first six  months of 2000
compared  to 86% in the  comparable  1999  period.  After  excluding  the second
quarter one-time sale of redundant  hardware  inventory,  gross margins were 93%
for the six months ended June 30,  2000,  and  approximately  48% of revenue was
derived from  enterprise  software  license fees;  31% was derived from Symmetry
carrier  sales;  and  12% was  derived  from  third-party  hardware  sales.  The
remaining  revenue in the first six months of 2000 related to recurring  license
fees from hosted service providers and from technical services.



                                       11
<PAGE>

Operating  expenses  in the first  six  months of 2000  totaled  $5.39  million,
representing a 249% increase over total  operating  expenses of $1.55 million in
the first six months of 1999. The majority of the increase in spending is due to
the increase in head count,  as previously  described.  Research and development
expenses  increased  179% to $1.46 million  ($0.08 per share) for the six months
ended June 30, 2000 from $0.53 million ($0.03 per share) for the comparable 1999
period.  Total sales and marketing  expense for the first six months of 2000 was
$2.60 million  ($0.14 per share)  compared to $0.56 million ($0.04 per share) in
the comparable  1999 period,  representing  an increase of 367%. The majority of
the increase in sales and marketing  spending related to new employee  salaries,
travel and trade show attendance.  General and administration costs in the first
six months of 2000 totaled $1.07 million  ($0.06 per share) versus $0.39 million
($0.03 per share) in the comparable period in 1999. This increase in general and
administration  costs is  attributable  to the  revision  in the  allocation  of
general  corporate  costs  between  divisions and to an increase in salaries and
professional  fees.  Professional  fees  increased  due  to  Canadian  and  U.S.
securities  reporting  obligations;  an increase  in the number of customer  and
partner contracts signed during the period;  and the registration of patents and
trademarks.

Depreciation  and  amortization  costs  totaled  $0.26  million in the first six
months of 2000  compared to $0.07 million in the  comparable  1999 period due to
the  depreciation  of computer and other  acquisitions  made during 1999 and the
first half of 2000.

Interest  income  increased  to $0.28  million  in the first six  months of 2000
compared  to $0.03  million in the first six months of 1999.  As a result of the
special warrant financing in April 2000, the Corporation  earned interest income
on higher cash and short term investment  balances.  The Corporation  incurred a
foreign  exchange gain of $0.03 million due to the effect of the depreciation of
the Canadian dollar on the Corporations net asset exposure to U.S. dollars.

Discontinued Operations

Quarter ended June 30, 2000 compared to quarter ended June 30, 1999

Imaging  Division  sales of $0.55 million in the second quarter of 2000 declined
64% from $1.5 million in the second quarter of 1999.  This decline was primarily
attributable to the continued  decrease in PowerPrint sales,  offset slightly by
increased StyleScript and Original Equipment Manufacturers ("OEM") sales.

The number of PowerPrint  units shipped  declined 70% from the comparable  three
month period in 1999. The decline in sales of PowerPrint is due to the growth in
the number of inexpensive  Macintosh compatible printers available in the retail
market.  This  growth  has led to a  decrease  in demand  for  PowerPrint  as an
inexpensive  alternative printing solution.  Late in the quarter the Corporation
shipped a mobile  version  of the  PowerPrint  product  that  represented  6% of
PowerPrint revenues for the quarter.

StyleScript  total units shipped increased 8% from the second quarter of 1999 as
a result  of a late  quarter  release  of a new  version  of the  product  which
supports a wider range of



                                       12
<PAGE>

printers currently on the market.  The Corporation  anticipates that StyleScript
sales will increase with the new version of the product.

Imaging  Division gross margins for the second quarter of 2000 were 45% compared
with 75% in the second quarter of 1999. The significant decrease is attributable
to returns of obsolete  products  following  the release of the new  StyleScript
product  and a change in the sales mix in  comparison  to the second  quarter of
1999.  PowerPrint,  Stylescript  and OEM  sales  represented  46%,  12% and 42%,
respectively,  in the quarter  compared to 72%,  7%, 19%,  respectively,  in the
comparable 1999 period. OEM gross margins declined to 68% for the second quarter
of 2000 in comparison to 99% in the second  quarter of 1999. The decrease is the
result  of a  greater  proportion  of lower  margin  OEM  sales in the  quarter.
StyleScript has  traditionally  had lower absolute gross margins than PowerPrint
products  as a result of a royalty  paid on each unit that the  Division  sells.
PowerPrint  absolute  gross  margins  remained  consistent  with the  comparable
quarter in 1999.

Total  Imaging  Division  expenses in the second  quarter of 2000 declined 3% to
$1.0 million  compared to $1.03  million for the second  quarter of 1999.  In an
effort to streamline the division's  operations,  divisional  management reduced
total  headcount to 32 as compared to 47 in the second quarter of 1999. The full
impact of the  restructuring  is not  expected  to result  in  significant  cost
reductions until the third quarter of 2000.

Sales and  marketing  expenditures  for the three  months  ended  June 30,  2000
increased 9% over the  comparable  prior year period to $0.38  million due to an
increase  in  advertising  to  support  the  launch  of the  newest  version  of
StyleScript and the new PowerPrint Mobile Edition product.

Research and development spending of $0.36 million in the second quarter of 2000
decreased  5%  compared  to the  second  quarter of 1999 due to a  reduction  in
contract development required for completion of projects. During the quarter the
development  team completed and released the updated  version of the StyleScript
product  and  completed  work on a  customized  OEM  product.

Imaging Division  administrative costs decreased 20% to $0.2 million largely due
to a decrease in professional fees and a revision of the allocation of corporate
administrative costs due to the anticipated disposal of the Division.

Six months ended June 30, 2000 compared to six months ended June 30, 1999

Imaging  Division  sales of $1.7  million for the six months ended June 30, 2000
declined  47% from $3.1  million  for the six months  ended June  30,1999.  This
decline was primarily  attributable  to a decrease in PowerPrint and StyleScript
sales and offset slightly by increased Original Equipment  Manufacturers ("OEM")
sales.

The number of PowerPrint units shipped during the six months ended June 30, 2000
declined 50% from the comparable period in 1999. As previously  discussed,  this
decline  is due to the  growth in the number of  Macintosh  compatible  printers
available in the retail market. StyleScript total units shipped in the first six
months of 2000  declined 54% from the  comparable  six month period in 1999 as a
result of market maturity of supported



                                       13
<PAGE>

printers.  The decline was offset  slightly by the second quarter release of the
new version of StyleScript.

Imaging  Division  gross margins for the six months ended June 30, 2000 were 58%
compared  with 72% for the six  months  ended June 30,  1999.  The  decrease  is
attributable  to returns  of  obsolete  products  following  the  release of new
StyleScript  and  PowerPrint  products;  inventory  write  downs  that have been
charged  against  cost of sales;  and a change in the sales mix to lower  margin
products in comparison to the period ended June 30, 1999.

Total Imaging Division expenses for the six months ended June 30, 2000 increased
12% to $2.2  million  compared to $1.9 million for the six months ended June 30,
1999.  Sales  and  marketing  expenditures  for the  first  six  months  of 2000
increased  25% in  comparison  to the same period in 1999 to $0.9 million due to
increased  advertising  in  support  of  the  release  of  new  versions  of the
StyleScript and PowerPrint  products and the launch of the new PowerPrint Mobile
Edition product.  Research and development  spending grew 9% to $0.7 million for
the six months  ended June 30,  2000 in  comparison  to the same period in 1999.
This growth is  attributable to an increase in development  employee  headcount.
General and  administrative  costs for the first six months of 2000 decreased 1%
in  comparison  to the same  period  in 1999 to $0.5  million  due to  decreased
professional  fees  offset  by  increased  salaries  associated  with  growth in
management head count.

Liquidity and Capital Resources

Infowave's  cash and short-term  investment  position was $18.56 million at June
30, 2000.  Working  capital  increased  to $19.33  million at June 30, 2000 from
$5.85  million at  December  31,  1999.  This  increase  was the result of $19.0
million  raised on the issue of special  warrants  in April as well as from $3.0
million raised through the exercise of previously issued stock purchase warrants
and employee stock  options.  The  Corporation  used $5.36 million in operations
during the first six months of 2000,  primarily  due to the loss for the period.
The  effect of the loss on cash flows was offset  partially  by a $0.55  million
increase  in  accounts  payable  and  accrued  liabilities  and a $0.63  million
decrease in trade accounts  receivable.  The decrease in accounts  receivable is
attributable  to the  decrease in sales within the Imaging  Division,  while the
increase  in  accounts  payable and  accrued  liabilities  is due to  continuing
increased  expenditures  in the Wireless  Division as well as the accrual of the
estimated loss on disposal of the Imaging Division.

Net cash used in investing  activities during the six months ended June 30, 2000
was $8.5  million,  which  consisted  of $6.66  million  used in the purchase of
short term investments and $1.85 million of capital acquisitions,  including the
purchase of $1.07  million in  computer  equipment  and $0.52  million in office
equipment.  The majority of these capital acquisitions are attributable to staff
increases in the Wireless  Division;  the relocation of the Vancouver  office to
new premises  within the existing  building;  and the move of the  Corporation's
Seattle office to a permanent location.

At June 30, 2000 the  Corporation's  primary  sources of liquidity  consisted of
cash and short term  investments  and an  uncommitted  line of credit of Cdn$2.0
million, which is secured against the short term investments.



                                       14
<PAGE>

The  Corporation  intends to continue to increase its headcount in 2000 in order
to continue its growth in the Wireless  Division.  Additional  resources will be
allocated to sales and  marketing and research and  development  in the Wireless
Division.  These  additional  resources will be used to pursue  existing and new
market  development  opportunities  and to  continue  to enhance  and expand the
current product range.

The  Corporation   believes  that  the  total  amount  of  cash  and  short-term
investments  will be sufficient to meet its  anticipated  cash needs for working
capital and capital  expenditures  through  2001.  Thereafter,  depending on the
development  of the  business,  the  Corporation  may need to  raise  additional
capital  for  working  capital  or  other  expenses.  The  Corporation  may also
encounter  opportunities  for  acquisitions or other business  initiatives  that
require significant cash commitments, or unanticipated problems or expenses that
could result in a requirement for additional cash before that time. There can be
no assurance that  additional  financing will be available on terms favorable to
the  Corporation or its  shareholders,  or on any terms at all. The inability to
obtain such financing would have a material adverse impact on the  Corporation's
operations.  To the extent that such  financing is  available,  it may result in
substantial dilution to existing shareholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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



                                       15
<PAGE>

Part II.  Other Information

Item 1.   Legal Proceedings

     None.

Item 2. Changes in Securities and Use of Proceeds

     (a) On June 5, 2000,  the Company  adopted a  shareholder  rights plan (the
"Plan") to ensure the fair and equal treatment of all of its shareholders in the
event of a Take-over  Bid, in which a person,  group of affiliated or associated
persons,  or entity (a "Person")  offers to acquire Voting Shares of the Company
resulting in that Person possessing 20% or more of the outstanding voting Shares
of the  Company,  and to allow the board of  directors  of the  Company  and its
shareholders adequate time to assess and respond to such a bid.

     In order to  implement  the Plan,  upon  adoption of the Plan,  the Company
issued to each  shareholder  of record at the close of  business on June 5, 2000
(the "Record Time") one right (a "Right") in respect of each outstanding  Common
Share to holders of record at the Record Time.  In  addition,  one Right will be
issued in respect of each Common Share issued after the Record Time and prior to
the earlier of the  separation  date and the  expiration  date.  The Company has
entered into a Shareholder  Rights Plan Agreement  dated as of June 5, 2000 with
Montreal Trust Company of Canada, as Rights Agent, regarding the exercise of the
Rights,  the  issuance of  certificates  evidencing  the Rights as well as other
related matters.

     The Rights Plan will not interfere  with the  day-to-day  operations of the
Company.  The  initial  issuance  of the  Rights  does not in any way  alter the
financial  condition  of the  Company,  impede its  business  plans or alter its
financial statements. In addition, the Rights Plan is initially not dilutive and
is not expected to have any effect on the trading of common shares.  However, if
a Flip-In Event occurs and the Rights  separate from the common shares  reported
earnings per share and reported cash flow per share on a fully-diluted basis may
be affected. In addition,  holders of Rights not exercising their Rights after a
Flip-In Event may suffer substantial dilution.

     (b) Not applicable

     (c) The Company issued 924,000 special warrants (the "Special Warrants") at
a price of Cdn.$32.50  per Special  Warrant on April 13, 2000 for gross proceeds
of Cdn.$30,030,000.  Each Special Warrant entitled the holder, upon exercise and
without payment of additional  consideration,  to acquire one Common Share.  The
Special  Warrants were issued pursuant to an underwriting  agreement dated April
13, 2000 between the Company and CIBC World Markets Inc. and  Canaccord  Capital
Corporation (collectively, the "Underwriters"). The Special Warrants were issued
in  reliance  upon  the  exemption  from  registration  provided  by Rule 506 of
Regulation  D and the  exclusion  from  registration  provided  by  Rule  903 of
Regulation S.

     In connection  with this financing,  the Company  granted the  underwriters
special compensation warrants entitling the Underwriters to acquire at any time,
without payment



                                       16
<PAGE>

of  any   additional   consideration,   compensation   warrants   entitling  the
Underwriters  to subscribe  for and purchase an aggregate of up to 46,200 Common
Shares at a price of Cdn.$32.50 per Common Share on or before April 13, 2002.

     A final short form  prospectus was receipted in British  Columbia,  Ontario
and New Brunswick on June 23, 2000 qualifying the distribution of 924,000 common
shares upon the exercise of the 924,000 previously issued Special Warrants.  All
of the Special  Warrants  were deemed  exercised  for Common  Shares on June 29,
2000.

     The gross  proceeds  received by the  Company  from the sale of the Special
Warrants   were   Cdn.$30,030,000.   The   net   proceeds   were   approximately
Cdn.$28,078,200  after deducting the Underwriters' fee of Cdn.$1,801,800 and the
costs of the issue estimated at Cdn.$150,000.

     The names of the persons to whom the above  securities  were sold to are as
follows:

==============================================================================
Name of Purchaser of Securities                  Number of Securities Sold
------------------------------------------------------------------------------
Sunrise Partners LLC                                    300,000
Pogue Capital International Fund                         67,100
Working Ventures Canadian Fund Inc.                      30,800
Lee, Turner & Associates Inc.                             3,100
Royal Canadian Small Cap Fund                            28,020
Transamerica Life Insurance Co. of Canada               250,000
AIM Canada Growth Fund of AIM Canada Fund Inc.           91,400
Jay A. Smith                                              4,620
The Abernathy Group Long Term Capital                    27,700
Partners, L.P.
Nicholas Applegate Capital Management                    92,400
Dr. Christopher Levesque                                  5,000
CIBC World Markets Inc.                                  23,860


     The Company also issued 2,224,647 special warrants (the "Special Warrants")
at a price of Cdn.$3.25 per Special Warrant in two tranches on June 30, 1999 and
July 8, 1999 for gross proceeds of Cdn.$7,230,102.75.  The Special Warrants were
issued in reliance upon the exemption from registration  provided by Rule 506 of
Regulation  D and the  exclusion  from  registration  provided  by  Rule  903 of
Regulation  S. Each  Special  Warrant  entitled  the holder,  upon  exercise and
without  payment of  additional  consideration,  to acquire one Common Share and
one-half of one Common Share purchase  warrant (the "Purchase  Warrants").  Each
Purchase  Warrant entitles the holder to purchase one Common Share at a price of
Cdn.$3.75  per Common Share until expiry on June 30, 2000.  In  connection  with
this financing,  the Company issued Agents' Warrants (the "Agents' Warrants") to
Canaccord  Capital  Corporation,  Yorkton  Securities  Inc.,  Sprott  Securities
Limited and Taurus  Capital  Markets  Ltd. (in exchange for services as agent in
connection  with the  Special  Warrant  financing)  entitling  the agents in the
financing to purchase an aggregate of up to 212,465  Common Shares at a price of
Cdn.$3.25 per Common Share on or before July 8, 2000.



                                       17
<PAGE>

     A final prospectus was receipted in British  Columbia,  Alberta and Ontario
on September 23, 1999 qualifying the distribution of 2,224,647 common shares and
1,112,324 Purchase Warrants upon the exercise of the 2,224,647 previously issued
Special  Warrants.  All of the Special Warrants were deemed exercised for Common
Shares and Purchase Warrants on September 28,1999.

     As at June 30, 2000 all  Purchase  Warrants had been  exercised  and 39,722
Agents' Warrants remained  outstanding.  During the quarter ended June 30, 2000,
the following  Purchase  Warrants and Agents' Warrants were exercised for Common
Shares:

<TABLE>
==================================================================================================================
Date of Sale          Title of Securities         Number of            Aggregate   Name of Purchaser of Securities
                              Sold                Securities      Exercise Price
                                                  Sold (Cdn.$)
------------------------------------------------------------------------------------------------------------------
<S>                  <C>                           <C>            <C>                <C>
April 27, 2000        Purchase Warrants              2,500            9,375.00        Roytor & Co.
May 3, 2000           Purchase Warrants             15,000           56,250.00        Roytor & Co.
May 12, 2000          Purchase Warrants             15,000           56,250.00        Craft Capital Corporation
May 12, 2000          Purchase Warrants              1,500            5,625.00        Roytor & Co
June 9, 2000          Purchase Warrants            112,824          423,090.00        The Abernathy Group Long Term
                                                                                      Capital Partners LP
June 26, 2000         Purchase Warrants            153,846          576,922.50        Brant Investments Limited
June 30, 2000         Agents Warrants               18,590           60,417.50        Canaccord Capital Corporation
June 30, 2000         Agents Warrants               37,363          121,429.75        Yorkton Securities Inc.
June 30, 2000         Agents Warrants                4,422           14,371.50        Canaccord Capital Corporation
June 30, 2000         Agents Warrants                6,317           20,530.25        Sprott Securities Limited
June 30, 2000         Purchase Warrants             14,750           55,312.50        Roytor & Co.
June 30, 2000         Purchase Warrants             15,000           56,250.00        Dutch Nordic Insurance
June 30, 2000         Purchase Warrants            100,000          375,000.00        Paloma Strategic Fund LP
==================================================================================================================
</TABLE>

     (d)  Not applicable

Item 3. Defaults upon Senior Securities

     None.

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

     The Company held its Annual and  Extraordinary  General  Meeting on June 5,
2000.

     The following matters were voted upon at the meeting:

     o    To appoint  KPMG LLP,  Chartered  Accountants,  as the Auditors of the
          Company  and  to  authorize   the   Directors  to  fix  the  Auditors'
          remuneration.  Votes  for  6,326,595;  withheld  7,650;  against  800;
          abstentions 2,491.

     o    To set the size of the  board of  Directors  of the  Company  at five,
          subject to increase as may be permitted under the Company Act (British
          Columbia). Votes for 6,326,636; against 10,600; abstentions 300.



                                       18
<PAGE>


     o    To elect Jim  McIntosh as a Director.  Votes for  6,311,556;  withheld
          5,050; abstentions 22,275.

     o    To elect Morgan Sturdy as a Director.  Votes for  6,314,506;  withheld
          2,100; abstentions 22,275.

     o    To elect Scot Land as a Director. Votes for 6,313,606; withheld 3,000;
          abstentions 22,275.

     o    To elect  David  Wedge as a Director.  Votes for  6,314,506;  withheld
          2,100; abstentions 22,275.

     o    To elect  David  Neale as a Director.  Votes for  6,314,506;  withheld
          2,100; abstentions 22,275.

     o    The Ordinary Resolution to confirm and approve amendments to the Stock
          Option  Plan of the  Company.  The  material  amendments  to the Stock
          Option Plan were as follows: increase in the number of shares reserved
          for issuance from 3,047,300  common shares to 4,619,578 common shares,
          amendment to the  determination of the exercise price of stock options
          to comply with the rules and  policies of The Toronto  Stock  Exchange
          (the  "TSE"),  inclusion  of certain  restrictions  in the granting of
          options to insiders  to comply with the rules and  policies of the TSE
          and the allowance of the Board of Directors to vest  unvested  options
          in the  event of a change  of  control  of the  Company.  Other  minor
          amendments  were made to bring the Stock  Option Plan into  compliance
          with the rules and policies of the TSE. Votes for  6,250,238;  against
          85,548; abstentions 1,750.

     o    The Special  Resolution  to amend the Articles of the Company to grant
          the Directors of the Company  discretionary power to increase the size
          of the board by up to one third. Votes for 6,293,034;  against 42,202;
          abstentions 2,300.

     o    The Ordinary  Resolution  to approve a  Shareholder  Rights Plan.  The
          Shareholder Rights Plan is designed to encourage the fair treatment of
          shareholders  in any takeover  offer for the Company.  It will provide
          the Infowave  board of directors  and  shareholders  with more time to
          fully consider any unsolicited take-over bid. It will also provide the
          board  with more  time to  pursue,  if  appropriate,  alternatives  to
          maximize  shareholder  value.  The  Shareholder  Rights  Plan  was not
          considered  in  response  to or in  anticipation  of  any  pending  or
          threatened  takeover  bid,  nor  to  deter  takeover  bids  generally.
          Grandfathered Persons included: Votes for 4,511,910;  against 399,117;
          abstentions 1,350.  Grandfathered Persons excluded: Votes for 499,535;
          against 399,117; withheld 4,012,375; abstentions 1,350.

Item 5.  Other Information

     None.



                                       19
<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

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

         4.1        Form of Shareholders Rights Plan Agreement, dated as of June
                    5, 2000, between Infowave Software,  Inc. and Montreal Trust
                    Company of Canada,  which  includes as Exhibit A thereto the
                    Form of Rights  Certificate  (incorporated by reference from
                    Exhibit 1 to the Registrant's registration statement on Form
                    8-A under the Securities Exchange Act of 1934 filed July 13,
                    2000)

         4.2        Stock Option  Plan,  as amended  (incorporated  by reference
                    from Exhibit 4.1 to the Registrant's  registration statement
                    on Form S-8 under the  Securities Act of 1933 filed June 19,
                    2000 (Registration No. 333-39582))

        10.1        Lease agreement between Tonko-Novam  Management Ltd. and the
                    Company dated 26th April, 2000

        27.1        Financial data schedule

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

        99.2        Notice of 2000 Annual and  Extraordinary  General Meeting of
                    Members, Information Circular and Form of Proxy

(b)      Reports on Form 8-K

     A Form 8-K was filed on May 17th, 2000 stating that the Company has entered
into a letter of intent for the sale of all of the assets  and  business  of its
Imaging Division.







                                       20
<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:    August 11, 2000

                                    INFOWAVE SOFTWARE, INC.

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


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











                                       21

<PAGE>

                                 EXHIBIT INDEX

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

  4.1        Form of Shareholders Rights Plan Agreement, dated as of June
             5, 2000, between Infowave Software,  Inc. and Montreal Trust
             Company of Canada,  which  includes as Exhibit A thereto the
             Form of Rights  Certificate  (incorporated by reference from
             Exhibit 1 to the Registrant's registration statement on Form
             8-A under the Securities Exchange Act of 1934 filed July 13,
             2000)

  4.2        Stock Option  Plan,  as amended  (incorporated  by reference
             from Exhibit 4.1 to the Registrant's  registration statement
             on Form S-8 under the  Securities Act of 1933 filed June 19,
             2000 (Registration No. 333-39582))

 10.1        Lease agreement between Tonko-Novam  Management Ltd. and the
             Company dated 26th April, 2000

 27.1        Financial data schedule

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

 99.2        Notice of 2000 Annual and  Extraordinary  General Meeting of
             Members, Information Circular and Form of Proxy