EXHIBIT 99.1


               PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 -
                   SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

The Private Securities  Litigation Reform Act of 1995 provides a safe harbor for
forward looking statements made by public companies. This safe harbor protects a
company  from  securities  law  liability  in  connection  with  forward-looking
statements if the company complies with the requirements of the safe harbor.  As
a public company,  Infowave Software,  Inc. has relied and will continue to rely
on the  protection  of the safe harbor in  connection  with its written and oral
forward-looking statements.

     When evaluating Infowave Software, Inc.'s business, you should consider:

     o    all of the information in this quarterly report on Form 10-Q;

     o    the risk factors described in the Company's Annual report for the year
          ended  December  31,  2002  filed  with the  Securities  and  Exchange
          Commission; and

     o    the risk factors described below.

                                  RISK FACTORS

In addition to the other  information  contained in this Annual Report,  readers
should  carefully  consider the following  risk factors that may have a material
adverse  effect on the  Company's  business,  financial  condition or results of
operation.

History of Losses

The Company is not  currently  profitable  and  incurred  operating  losses from
continuing operations (which excludes the discontinued operations of the Imaging
Division)  calculated in accordance with Canadian Generally Accepted  Accounting
Principles  of  $9,763,740,  $19,413,246  and  $16,969,282  for the years  ended
December 31, 2002, 2001 and 2000 respectively.  The Company anticipates that its
expenses  may  increase as the Company  continues  to increase  its research and
development,  sales and marketing and general and administrative  expenses.  The
Company cannot predict if it will ever achieve profitability, and if it does, it
may not be able to sustain or increase  profitability.  The auditor's  report on
the Company's 2002 consolidated financial statements, comments which states that
the  financial  statements  are  affected  by  conditions  and events  that cast
substantial doubt on the Company's  ability to continue as a going concern.  The
consolidated  financial  statements  do not  include any  adjustment  that might
result from the outcome of that uncertainty.

Wireless Industry Growth

There can be no assurance that the market for the Company's existing or proposed
wireless  software products will grow, that firms within the industry will adopt
the  Company's  software  products  for  integration  with their  wireless  data
communications   solutions,   or  that  the  Company  will  be   successful   in
independently  establishing  product markets for its wireless software products.
If the various markets in which the Company's  software products compete fail to
grow,  or grow more  slowly than the Company  currently  anticipates,  or if the
Company were unable to


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establish product markets for its new software products, the Company's business,
results of operation  and  financial  condition  would be  materially  adversely
affected.

Reliance on New Technologies

The wireless data  communications  market is  characterized  by rapidly changing
technology  and  evolving  industry  standards.  Therefore,  it is  difficult to
predict  the  rate at which  the  market  for the  Company's  wireless  software
products will grow, if at all. If the market fails to grow, or grows more slowly
than anticipated, the Company will be materially adversely affected. Even if the
market does grow,  there can be no assurance  that the  Company's  products will
achieve commercial success.  The Company may find itself competing in the market
for  wireless   mobile   computing   software   against  other   companies  with
significantly greater financial, marketing and other resources. Such competitors
may be able to institute  and sustain price wars, or imitate the features of the
Company's wireless mobile computing software,  thereby reducing prices and thus,
the Company's revenues and share of the market.

In addition, the Company's competitors may develop alternative technologies that
gain broader  market  acceptance  than the Company's  software  solutions.  As a
result,  the life cycle of the  Company's  software  solutions  is  difficult to
estimate.  The  Company  may need to develop  and  introduce  new  products  and
enhancements  to its  existing  solutions  on a timely  basis to keep  pace with
technological  developments,  evolving  industry  standards,  changing  customer
requirements and competitive technologies that may render its solution obsolete.
These  research  and  development  efforts  may  require  the  Company to expend
significant  capital  and  other  resources.  In  addition,  as a result  of the
complexities  inherent  in  the  Company's  solutions,   major  enhancements  or
improvements  will require long development and testing periods.  If the Company
fails to develop  products and services in a timely  fashion,  or if it does not
enhance its products to meet  evolving  customer  needs and industry  standards,
including security technology,  it may not remain competitive or it may sell its
solutions.

Product Improvements

The Company will be at risk if it is unable to  continually  upgrade and improve
its  software  products,  or to develop  new  software  products.  The  software
industry is characterized by a constant flow of new or improved products,  which
quickly render existing software products  obsolete.  The Company's  competitors
may develop technically superior and/or comparable products at the same or lower
priced software that would have a materially adverse effect on the Company.

Additional Financing

The Company may not have sufficient  capital to fund its own operations  without
raising  additional  capital,   and/or  implementing  additional  reductions  in
expenses.  Further  reductions in expenses may  negatively  impact the Company's
ability to grow the  business.  No  assurance  can be given that any  additional
financing  required  would be available,  or that  additional  financing will be
available  on terms that may be  advantageous  to  existing  shareholders.  Such
financing, to the extent that it is available may result in substantial dilution
to shareholders.  To the extent such financing is not available, the Company may
not be able to, or may be delayed in,  continuing to commercialize  its software
products and services.


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Reliance on Microsoft

Some  of  the  Company's  wireless  software  products   wirelessly  enable  the
functionality of Microsoft Exchange.  Microsoft may make changes to its products
that would  require  Infowave  to  similarly  make  changes to its  software  to
maintain  functionality.  The Company is aware that  Microsoft has developed its
own wireless  functionality for Microsoft  Exchange.  There is no assurance that
the  Company  can  maintain  any  required  upgrades  to its  software to remain
relevant and competitive.

The Company  announced in January 2003, that it will  collaborate with Microsoft
to  develop  and market  solutions  for mobile  network  operators  based on the
Windows Powered  Microsoft mobile device  platforms.  There is no assurance that
this  collaboration  will be  successful,  or  that  material  revenues  will be
generated from the relationship.

Reliance on HP

The  Company  entered  into a  Strategic  Alliance  and  Sales  Agreement  and a
Worldwide  Reseller  Agreement with HP on March 8, 2002. Under these agreements,
the Company's  software is sold both as a  stand-alone  product and bundled with
HP's Proliant  Servers,  and iPAQnet  Mobile  Intranet and iPAQnet  Mobile Email
Pocket PC. There is no assurance,  however,  that this relationship with HP will
prove to be successful or result in material revenues for the Company.

Management of Growth

The Company has had a history of expanding rapidly.  This growth, as well as any
future growth, has placed a significant strain on the Company's  resources.  The
Company's ability to achieve and maintain profitability,  if at all, will depend
on its ability to manage growth effectively, to implement and expand operational
and customer support systems, and to hire additional personnel.  The Company may
not be able to augment or improve existing systems and controls or implement new
systems and controls to respond to any future growth. In addition, future growth
may result in increased  responsibilities  for management  personnel,  which may
limit their ability to effectively manage the Company's business.

Reliance on Key Personnel and Consultants

The  Company  is  currently  dependent  upon  its  senior  management,  board of
directors and consultants, the loss of any of which may significantly affect the
performance  of the  Company  and  its  ability  to  carry  out  the  successful
development and commercialization of its software products and services. Failure
to retain  management,  directors  and  consultants  or to  attract  and  retain
additional  key employees with  necessary  skills could have a material  adverse
impact upon the Company's growth and profitability.  The Company may be required
to recruit additional software development personnel, and expand its sales force
and  customer  support  functions  as well as train,  motivate  and  manage  its
employees. The Company's ability to assimilate new personnel will be critical to
its performance.  Competition for qualified software  development  personnel and
other professionals is expected to increase.  There can be no assurance that the
Company will be able to recruit the  personnel  required to execute its programs
or to manage these changes successfully.


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Reliance on Key Third-Party Relationships

The Company relies on key third-party relationships, including its relationships
with resellers and OEMs, for marketing and sales of its software products. These
third parties are not within the control of the Company, may not be obligated to
purchase  software  products  from the Company and may also  represent  and sell
competing software products. The loss of any of these third-party relationships,
the failure of such parties to perform under  agreements with the Company or the
inability  of the Company to attract and retain new  resellers  or OEMs with the
technical,  industry and application  experience required to market and sell the
Company's software products successfully could have a material adverse effect on
the Company.

Competition

A number of competitors  have  substantially  greater  financial,  technical and
marketing  resources  than the  Company.  In  addition,  the market for wireless
mobile  computing  software  products  continues  to  develop,   and  additional
competitors  with  substantially  greater  financial,  technical  and  marketing
resources than the Company may enter the market and  competition  may intensify.
Current or future competitors may develop software products that are superior to
the Company's software products or achieve greater market acceptance.

Product Defects

The Company's complex software products may contain undetected errors or defects
when first introduced or as new versions are released. There can be no assurance
that,  despite  testing by the Company and by current and  potential  customers,
errors  will  not be  found  in new  software  products  after  commencement  of
commercial  shipments  resulting in product recalls and market  rejection of the
Company's software products and resulting in damage to the Company's reputation,
as well as lost revenue,  diverted  development  resources and increased support
costs.

Intellectual Property Protection

The Company  considers its software  products and  trademarks to be of value and
important to its business.  The Company relies principally upon a combination of
copyright,  trademark and trade secret laws, non-disclosure agreements and other
contractual  provisions  to establish  and maintain its rights.  The Company has
several patent  applications  pending.  Despite the Company's efforts to protect
its proprietary rights,  unauthorized  parties may attempt to copy or obtain and
use  information  that the  Company  regards  as  proprietary.  There  can be no
assurance  that the  steps  taken by the  Company  to  protect  its  proprietary
information  will  prevent  misappropriation  of such  information.  The cost of
litigation  necessary  to  enforce  the  Company's  proprietary  rights  may  be
prohibitive. Such steps may not preclude competitors from developing confusingly
similar brand names or promotional materials or developing software products and
services similar to those of the Company.

Although  the  Company  believes  that  it  has  the  right  to  use  all of the
intellectual property  incorporated in its software products,  third parties may
claim that the Company's  software  products violate their  proprietary  rights,
including  copyrights  and patents.  If any such claims are made and found to be
valid,  the  Company  may have to  reengineer  its  software  products or obtain
licenses  from third  parties to continue  offering its software  products.  Any
efforts to  re-engineer  its'  software  products or obtain  licenses from third
parties may not be successful


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and could substantially increase the Company's costs and have a material adverse
effect on the  business,  financial  condition  and results of operations of the
Company.

Foreign Exchange Rate Exposure

The  majority of the  Company's  revenue is  denominated  in U.S.  dollars.  The
Company  does not engage in currency  hedging  activities  to limit the risks of
exchange rate  fluctuations.  As a result,  changes in the relative value of the
U.S. dollar to the Canadian dollar and other foreign  currencies will affect the
Company's  revenues and operating  margins.  The impact of future  exchange rate
fluctuations  between the U.S.  dollar and the Canadian  dollar or other foreign
currencies on revenues and operating margins cannot be accurately  predicted and
could have a material adverse effect on the Company.

Enforcement of Civil Liabilities

The Company is a corporation  incorporated  under the laws of British  Columbia,
Canada.  A number of the  Company's  directors  and  professional  advisors  are
residing in Canada or outside of the U.S.  All or a  substantial  portion of the
assets of such  persons  are or may be  located  outside  of the U.S.  It may be
difficult to effect service of process within the United States upon the Company
or upon such directors or  professional  advisors or to realize in the U.S. upon
judgments of U.S. courts  predicated upon civil liability of the Company or such
persons under U.S.  federal  securities  laws. The Company has been advised that
there is doubt as to whether Canadian courts would (i) enforce judgments of U.S.
courts obtained  against the Company or such directors or professional  advisors
predicated  solely  upon  the  civil  liabilities  provisions  of  U.S.  federal
securities  laws,  or (ii)  impose  liability  in original  actions  against the
Company or such directors and professional  advisors predicated solely upon such
U.S. laws.  However, a judgment against the Company predicated solely upon civil
liabilities  provisions of such U.S. federal  securities laws may be enforceable
in Canada if the U.S.  court in which such judgment was obtained has a basis for
jurisdiction in that matter that would be recognized by a Canadian court.

Potential Fluctuations in Quarterly Financial Results

The  Company's  financial  results vary from quarter to quarter based on factors
such as the timing of significant orders and contract completions and the timing
of new product  introductions.  Any  significant  fluctuation  in revenue  could
materially adversely affect the Company.

Change in Sales Strategy and Reliance on a Small Number of Customers

A significant  proportion  of the Company's  revenues are from a small number of
customers with large orders. For 2002, revenue from three customers  represented
approximately  63% of  revenues.  During  2001,  four  customers  accounted  for
approximately  61% of  revenues.  The Company has focused on larger  Fortune 500
opportunities that have the potential for significant sales.  Visibility for the
timing of closing such deals is difficult, and the Company may experience swings
in revenue,  as single large  opportunities  can  materially  affect the revenue
results of any quarter, and it is difficult to accurately predict revenue timing
with these opportunities.

Introduction of New Products and Sales Mixture

Infowave launched a series of new products during the year to broaden and appeal
to virtually every segment of the business  market:  Symmetry Pro,  Symmetry Pro
Enterprise, Symmetry Pro


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Workgroup and Symmetry Mobile Application  Gateway. It is too early at this time
to determine  how the market will accept the  products or whether a  significant
amount of revenue will be generated from these products.

Certain  Shareholders  May  Exercise  Control  Over  Matters  Voting Upon by the
Shareholders

Certain of the Company's  officers,  directors and entities  affiliated with the
Company  together  beneficially  owned a  significant  portion of the  Company's
outstanding  common shares as of December 31, 2002. While these  shareholders do
not hold a majority of the Company's outstanding common shares, they may be able
to exercise significant  influence over matters requiring  shareholder approval,
including the election of directors and the approval of mergers,  consolidations
and sales of the Company's assets.  This may prevent or discourage tender offers
for the Company's common shares.

Possible Market Volatility

The market price for the Common Shares may be subject to significant volatility.
Quarterly operating results of the Company or of other companies involved in the
wireless industry specifically or technology  industries  generally,  changes in
general conditions in the North American economy, the financial markets in North
America,  failure  to meet  the  projections  of  securities  analysts  or other
developments  affecting  the Company or its  competitors  could cause the market
price of the Common Shares to fluctuate  substantially.  In addition,  in recent
years, the stock market has experienced  extreme price and volume  fluctuations.
This volatility has had a significant  effect on the market prices of securities
of many companies for reasons unrelated to their operating performance.

Affects of Restructuring Activities

Beginning in the prior fiscal year and continuing into the past fiscal year, the
Company reduced its workforce from approximately 122 to 41 employees. There have
been and may continue to be  substantial  costs  associated  with this workforce
reduction  related  to  severance  and  other  employee-related  costs  and  the
Company's  restructuring  plan may  yield  unanticipated  consequences,  such as
attrition beyond its planned  reduction in workforce.  This workforce  reduction
has placed an increased burden on the Company's administrative,  operational and
financial resources and has resulted in increased  responsibilities  for each of
its  management  personnel.  As a result,  the  Company's  ability to respond to
unexpected  challenges may be impaired and it may be unable to take advantage of
new opportunities.

In  addition,  many of the  employees  who were  terminated  possessed  specific
knowledge or expertise,  and that  knowledge or expertise may prove to have been
important to the Company's  operations.  In that case,  their absence may create
significant  difficulties.  Further,  the  reduction  in  workforce  may  reduce
employee  morale and may create concern among  potential and existing  employees
about job security at the Company,  which may lead to  difficulty  in hiring and
increased turnover in its current workforce,  and divert management's attention.
In addition,  this  headcount  reduction  may subject the Company to the risk of
litigation,  which  could  result in  substantial  costs to it and could  divert
management's  time and attention away from business  operations.  Any failure by
the Company to properly  manage this rapid change in workforce  could impair its
ability to  efficiently  manage its business to maintain  and develop  important
relationships with  third-parties and to attract and retain customers.  It could
also  cause the  Company  to incur  higher  operating  costs  and  delays in the
execution of its business  plan or in the reporting or tracking of its financial
results.

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