SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

/X/  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998

/ /  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934



                        Commission File Number: 00-19813

                               InfoNow Corporation
                               -------------------
             (Exact name of registrant as specified in its charter)


        Delaware                                         04-3083360
        --------                                         ----------
(State of incorporation)                    (I.R.S. Employer Identification No.)

            1875 Lawrence Street, Suite 1100, Denver, Colorado, 80202
            ---------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  303-293-0212
                                  ------------
              (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 shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
                                 [X] Yes [ ] No

As of October 28, 1998, there were 6,815,243  shares of the Registrant's  common
stock outstanding.

Transitional Small Business Disclosure Format                 Yes ___  No  X



<PAGE>

                               INFONOW CORPORATION

                                      INDEX

                                                                         
                          PART I. FINANCIAL INFORMATION                 Page No.
                                                                        --------
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

        Unaudited Balance Sheets - September 30, 1998
          and December 31, 1997...............................................3

        Unaudited Statements of Operations - For the Three Months and
          Nine Months Ended September 30, 1998 and September 30, 1997.........4

        Unaudited Statement of Stockholders Equity (Deficit) - For the
          Nine Months Ended September 30, 1998................................5

        Unaudited Statements of Cash Flows - For the Nine Months
          Ended September 30, 1998 and September 30, 1997.....................6

        Notes to Unaudited Consolidated Financial Statements..................7


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS...........................................8


                           PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION.....................................................12

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................12

        SIGNATURES............................................................13



<PAGE>
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<CAPTION>

                           PART I - FINANCIAL INFORMATION
                           ------------------------------

ITEM 1. FINANCIAL STATEMENTS

                         INFONOW CORPORATION AND SUBSIDIARY
                             CONSOLIDATED BALANCE SHEETS
                              (US Dollars in Thousands)

Assets                                                   September 30,     December 31, 
                                                             1998             1997
                                                             ----             ----
                                                          (Unaudited)
CURRENT ASSETS:
<S>                                                        <C>              <C>     
Cash and cash equivalents                                  $  1,464         $    325
Restricted cash investments                                      76                0
Accounts receivable, net                                        372              177
Other current assets                                             56               20
                                                           --------         --------
         Total current assets                                 1,968              522

Property and Equipment, net                                     743              647

Software development costs, net of accumulated
   amortization of $519 and $384 at September 30, 1998
   and December 31, 1997 respectively                            12              146
Other assets and deferred charges                                12                9
                                                           --------         --------
         Total assets                                      $  2,735         $  1,324
                                                           ========         ========

CURRENT LIABILITIES:
Notes Payable - current portion                            $    253         $    209
Accounts payable and accrued expenses                           483              407
Unearned revenue and prepaid service fees                       388              263
                                                           --------         --------
         Total current liabilities                            1,124              879

CAPITAL LEASE OBLIGATION                                        103                5
NOTES PAYABLE                                                     9               42

STOCKHOLDER'S EQUITY
Common stock, $.001 par value; 15,000,000 shares
   authorized, 6,815,243 and 5,364,179 shares
   issued and outstanding at September 30, 1998
   and December 31, 1997 respectively                             7                5

Additional paid-in capital                                   23,887           21,904
Accumulated deficit                                         (22,395)         (21,511)
                                                           --------         --------
         Total stockholder's equity                           1,499              398
                                                           --------         --------
Total liabilities and stockholder's equity                 $  2,735         $  1,324
                                                           ========         ========


     The accompanying notes are an integral part of these financial statements

                                         3
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<CAPTION>

                                       INFONOW CORPORATION AND SUBSIDARY
                               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                                    (In thousands, except per share amounts)


                                                   For the Three Months                  For the Nine Months
                                                   Ended September 30,                   Ended September 30,
                                             ------------------------------        ------------------------------
                                                 1998               1997               1998               1997
                                                 ----               ----               ----               ----

<S>                                          <C>                <C>                <C>                <C>        
SALES                                        $       680        $       302        $     1,641        $       689

OPERATING EXPENSES:

Cost of sales                                        428                344              1,282              1,192
Selling, general and administrative                  521                342              1,281              1,275
                                             -----------        -----------        -----------        -----------

Total operating expenses                             949                686              2,563              2,467
                                             -----------        -----------        -----------        -----------
Net loss from operations                            (269)              (384)              (922)            (1,778)

OTHER INCOME (EXPENSE):

Interest income (expense), net                        19                  2                 32                 14
Other non-operating income                             0                  0                  6                  0
                                             -----------        -----------        -----------        -----------
Loss from continuing operations                     (250)              (382)              (884)            (1,764)

DISCONTINUED OPERATIONS:

Income (loss) from operations
    of Cimarron                                        0               (882)                 0               (300)
                                             -----------        -----------        -----------        -----------

NET LOSS AND
     COMPREHENSIVE LOSS                      $      (250)       $    (1,264)       $      (884)       $    (2,064)
                                             ===========        ===========        ===========        ===========

Basic and diluted EPS per common share:
    Continuing operations                    $      (.04)       $      (.07)       $      (.15)       $      (.32)
    Discontinued operations                            0               (.17)                 0               (.06)
                                             -----------        -----------        -----------        -----------
Net loss                                     $      (.04)       $      (.24)       $      (.15)       $      (.38)
                                             ===========        ===========        ===========        ===========

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                             6,815,243          5,364,179          5,927,195          5,434,214
                                             ===========        ===========        ===========        ===========


                    The accompanying notes are an integral part of these financial statements

                                                      4
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<PAGE>
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<CAPTION>

                                        INFONOW CORPORATION AND SUBSIDARY
                                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                      (UNAUDITED) For the nine months ended
                                                September 30, 1998
                                            (US Dollars in Thousands)

                                                          Common Stock                Additional        Accumulated
                                                    Shares             Amount       Paid-in Capital       Deficit
                                                    ------             ------       ---------------       -------

<S>                                                <C>                <C>              <C>               <C>       
BALANCES, December 31, 1997                        5,364,179                 5         $  21,904         $ (21,511)

Issuance of common stock
  in exchange for note                                 2,000              --                   1              --

Common shares valued at US$1.75
   per share for cash in March 27, 1998
   private placement, net of financing
   costs of $19,000                                  450,000                 1               769              --

Non-cash charges related to the
   issuance of options and warrants to
   purchase common stock issued to
   consultants                                          --                --                  76              --

Common shares issued upon exercise
   of warrants and options at prices
   ranging from $0.40 to $1.40
   per share                                         999,064                 1             1,137              --

Net loss                                                --                --                --                (884)
                                                   ---------         ---------         ---------         ---------

BALANCES, September 30, 1998                       6,815,243         $       7         $  23,887         $ (22,395)
                                                   =========         =========         =========         =========






                      The accompanying notes are an integral part of these financial statements

                                                         5
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<PAGE>
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<CAPTION>



                          INFONOW CORPORATION AND SUBSIDARY
                  CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                              (US Dollars in Thousands)


                                                             For the Nine Months Ended 
                                                                   September 30,
                                                             -------------------------
                                                                  1998       1997
                                                                  ----       ----
CASH FLOWS USED IN OPERATING ACTIVITIES:
<S>                                                             <C>        <C>     
Net loss                                                        $  (884)   $(2,064)
Adjustments to reconcile net loss to net cash used in
operating activities:
     Depreciation and amortization                                  420        450
     Impairment of long-lived assets                               --          499
     Allowance for bad debt                                          12       --
     Compensation expense recognized in
       connection with stock warrant issuance                        76       --
     Gain on extinguishment of debt                                --         --
     Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                    (207)        23
     Increase (decrease) in other assets and deferred charges        (3)         2
     (Increase) decrease in other current assets                    (35)        42
     Increase (decrease) in payables and accrued liabilities         76        (53)
     Increase (decrease) in unearned revenue                        125        (49)
                                                                -------    -------
Net cash flows used in operating activities                        (420)    (1,150)

CASH FLOWS FROM(USED IN)INVESTING ACTIVITIES:
Purchase of property and equipment                                 (229)      (144)
Purchase of data                                                   --         (100)
Increase in restricted cash                                         (76)      --
                                                                -------    -------
Net cash flow used in investing activities                         (305)      (244)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                          769        (48)
Proceeds from the exercise of options and warrants                1,137          4
Payment of capital lease obligations                                 (8)        (3)
Payment of related party obligation                                --         (100)
Proceeds from notes payable                                           9       --
Principal payment on debt obligations                               (43)       (85)
                                                                -------    -------
Net cash flows from financing activities                          1,864       (232)

Net increase (decrease) in cash and cash equivalents              1,139     (1,626)

CASH AND CASH EQUIVALENTS, beginning of period                      325      2,050
                                                                -------    -------

CASH AND CASH EQUIVALENTS, end of period                        $ 1,464    $   424
                                                                =======    =======

Supplemental Information:
  Cash paid during period for interest                          $    10    $    22


       The accompanying notes are an integral part of these financial statements

                                         6
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<PAGE>


                        INFONOW CORPORATION AND SUBSIDARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The  financial   statements  are  unaudited  and  reflect  all  adjustments
(consisting only of normal recurring  adjustments)  which are, in the opinion of
management,  necessary for a fair  presentation  of the  financial  position and
operating  results for the interim periods.  Certain amounts for the nine months
ending  September 30, 1997 have been  reclassified  to conform with current year
classifications. Such reclassifications had no effect on net loss.

     The financial  statements  as of December 31, 1997,  have been derived from
audited  financial  statements  which contained an explanatory  paragraph in the
auditors report  describing  uncertainties  concerning the Company's  ability to
continue  as a  going  concern.  The  financial  statements  should  be  read in
conjunction with the financial  statements and  accompanying  notes contained in
the  Company's  Form 10-KSB for the fiscal year ended  December  31,  1997.  The
results of  operations  for the nine  months  ended  September  30, 1998 are not
necessarily  indicative  of the  results  that will be  achieved  for the entire
fiscal year ending December 31, 1998.



Note 2. SUPPLEMENTAL CASH FLOW DISCLOSURES

     On September  21, 1998,  the Company  purchased  various  items of computer
equipment by entering into a lease  agreement.  The  transaction is treated as a
capital  lease,  resulting in  increases  in fixed  assets of $152,000,  current
liabilities of $46,000, and long-term liabilities of $106,000.



Note 3. EQUITY TRANSACTIONS

     On March 27,  1998,  the Company  completed a private  placement of 450,000
shares of its common stock at $1.75 per share,  which was above the market price
of the  Company's  common  stock at the  date of the  transaction.  Total  gross
proceeds  from the sale of stock were  $788,000.  The Company  served as its own
placement agent, incurring $19,000 in costs.

     During the three  months ended June 30, 1998,  the Company  issued  999,064
shares of common stock in conjunction with the exercise of options and warrants.
The per-share  price range of $0.40 to $1.40  resulted in gross  proceeds to the
Company of $1,137,000.

     The Company issued  options and warrants to purchase  135,000 shares of the
Company's  common  stock in lieu of  compensation  for  investor  relations  and
recruiting  services.  The Company  expensed  $76,000 related to the issuance of
these  options and warrants  during the nine months ended  September 30, 1998 in
accordance with FAS 123.

                                       7

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

General Information and Overview

     The  Company is a leading  provider of  outsourced  Internet  services  for
one-to-one marketing. InfoNow is a leader in Turning Your Prospects into SalesTM
by providing an integrated  suite of outsourced  services which enable companies
to use the Internet and automated  voice response to sell more  effectively  and
efficiently.  The services  utilize  Internet and GIS technology to reliably and
cost-effectively  tell  current and  prospective  customers  where they can find
their nearest  reseller,  branch,  or service center,  provide lead and prospect
information and support targeted promotion programs.  The Company's services can
be deployed  through the Client's web site and call center as well as through an
automated voice response system. The Company sells its services under multi-year
service contracts that include a one-time set-up fee and ongoing monthly service
fees. InfoNow serves clients in ten countries including eight of the ten largest
global computer and networking firms and six of the eight largest banks in North
America,  as well as other  industry  leaders  like  American  Airlines,  FedEx,
Maytag, Shell, and United Healthcare.  Additional  information about the Company
can be viewed on the World Wide Web at www.infonow.com.

     During  the last 12 months,  the  Company  has  experienced  a  significant
increase  in its  backlog  and  revenues  from sales of its  services  without a
significant  corresponding  increase  in its  operating  expenses.  The  Company
believes  that most of its  infrastructure  costs,  such as  servers,  technical
personnel,  telecommunications  and certain of its data costs are largely  fixed
and are not expected to vary  significantly with an increase in client contracts
in the near future.  The management of the Company believes that the majority of
the infrastructure is in place to support a sufficient number of clients for the
Company  to  achieve   profitability.   The   Company's   success  in  achieving
profitability  is primarily  dependent on market  acceptance and future sales of
its  services  to  additional  customers  to offset  operating  costs.  Although
significant  selling  efforts are under way to add new customer  contracts,  the
limited  operating  history of the Company  makes it difficult or  impossible to
predict the exact timing and amount of these future sales.

Results of Operations

     The results from continuing operations for the three months and nine months
ended  September  30, 1998 and 1997  reflect the  revenues  and  expenses of the
Company's  service  operations.  The Company sold all the assets of its Cimarron
subsidiary,  which produced interactive media and other business  presentations,
on December 11, 1997. The results of Cimarron's business have been classified as
discontinued operations for the three months and nine months ended September 30,
1997.

Three  Months  Ended  September  30, 1998  compared to the results for the Three
Months Ended September 30, 1997

     Net Revenues.  The Company's  revenues from continuing  operations  consist
primarily of setup fees from new contracts and monthly service fees from ongoing
contracts for its services.  Total sales increased by $378,000,  or 225% for the
three months  ended  September  30, 1998,  compared to the revenues in the prior
year.  The increased  revenues were  generated by additional  contracts sold and
implemented  during the last 12 months.  The number of  contracts  in backlog at
September 30, 1998 was 63 as compared with 25 on September 30, 1997.

     Cost of  Sales.  The  cost of  sales  decreased  from  114% of sales in the
three-month period ended September 30, 1997, to 63% of sales for the three-month
period ended September 30, 1998. This decrease is primarily due to the increased
revenues  generated by  additional  contracts  sold and  implemented  during the
current  year.  The  total  cost of sales  over the same  period  rose by 24% or
$84,000.  This increase is mainly due to an increase in the salaries and related
benefits of  additional  technical  personnel  hired during the year.  The small
increase  relative  to the  increase  in sales  is due to the  large  amount  of
relatively fixed costs contained in the cost of goods sold.

     Selling and  Marketing.  Selling and  marketing  expenses,  as a percent of
revenues,  increased  from 40% for the three months ended  September 30, 1997 to
45% for the three months ended  September 30, 1998.  Total selling and marketing

                                       8
<PAGE>


expenses increased by $187,000, or 253% for the three months ended September 30,
1998, as compared to the three month period ended September 30, 1997.  Increases
in the salaries,  commission  costs and benefits of additional  sales  personnel
were  offset  by the  decrease  in trade  show  and  advertising  and  promotion
expenses. Selling and Marketing expenses,  especially sales commission expenses,
which are  based on a  percentage  of new  contracted  sales,  are  expected  to
increase in relation to increases in revenues.

     General and Administrative.  General and administrative  expenses decreased
from 73% of sales for the three months ended September 30, 1997, to 31% of sales
for the three months ended September 30, 1998. This decrease is primarily due to
increased revenues generated by additional contracts sold and implemented during
the  prior  year  during  a  period  when  the  total   amount  of  general  and
administrative  expenses decreased by 4%, or $8,000.  This decrease is primarily
due to reduced  salaries and related costs compared to the prior year's quarter.
These expenses are not expected to increase  significantly as additional  client
contracts and related revenues are added for the remainder of the current year.

     Non-Operating Income (expense). Net non-operating income was $2,000 for the
three months ended September 30, 1997 compared to a net non-operating  income of
$19,000 for the three months ended  September  30, 1998.  The increase is mainly
due to additional interest income on cash and cash equivalents.

     Net Loss from  Continuing  Operations.  The net loss of the Company for the
three months ended  September 30, 1998  decreased by  approximately  $994,000 or
80%, as compared to the results of the three  months ended  September  30, 1997.
This  decrease is primarily  due to increased  revenues  generated by additional
contracts  sold and  implemented  during  the prior year  without  corresponding
increases in operating expenses.



Nine Months Ended September 30, 1998 compared to the results for the Nine Months
Ended September 30, 1997

     Net Revenues.  The Company's  revenues from continuing  operations  consist
primarily of setup fees from new contracts and monthly service fees from ongoing
contracts for its services.  Total sales increased by $952,000,  or 138% for the
nine months  ended  September  30,  1998,  compared to the revenues in the prior
year.  The increased  revenues were  generated by additional  contracts sold and
implemented  during the current year. The number of contracts  implemented as of
September 30, 1998 was 49 compared to 18 as of September 30, 1997. The number of
contracts  in backlog  as of  September  30,  1998 was 63  compared  to 25 as of
September 30, 1997.

     Cost of Sales.  The cost of sales  decreased from 173% of sales in the nine
month period ended  September 30, 1997 to 78% of sales for the nine month period
ended  September  30,  1998.  This  decrease is primarily  due to the  increased
revenues generated by additional contracts sold and implemented during the prior
year.  The total cost of sales over the same period rose by 8% or $90,000.  This
increase is mainly due to an increase in  depreciation  expense on equipment put
into service and an increase in the salaries and related  benefits of additional
technical personnel during the prior year.

     Selling and  Marketing.  Selling and  marketing  expenses,  as a percent of
revenues, decreased from 70% for the nine months ended September 30, 1997 to 41%
for the nine months ended  September 30, 1998. This decrease is primarily due to
the increased  revenues  generated by additional  contracts sold and implemented
during the prior  year.  Total  selling  and  marketing  expenses  increased  by
$182,000,  or 38% for the nine months ended  September  30, 1998, as compared to
the nine month period  ended  September  30, 1997.  The increase in expenses was
primarily due to the addition of staff in order to generate growth. Increases in
the salaries,  commission  costs and benefits of additional sales personnel were
offset by the decrease in trade show and  advertising  and  promotion  expenses.
Selling and Marketing expenses,  especially sales commission expenses, which are
based on a  percentage  of new  contracted  sales,  are  expected to increase in
relation to increases in revenues.

     General and Administrative.  General and administrative  expenses decreased
from 115% of sales for the nine months ended September 30, 1997, to 37% of sales
for the nine months ended  September 30, 1998. This decrease is primarily due to

                                       9
<PAGE>


increased revenues generated by additional contracts sold and implemented during
the prior year while the total amount of general and administrative expenses has
decreased  by 22%,  or  $176,000.  This  decrease  is  primarily  due to reduced
salaries and related costs  compared to the first nine months of the prior year.
These  expenses  not expected to increase  significantly  as  additional  client
contracts and related revenues are added for the remainder of the current year.

     Non-Operating  Income (expense).  Net non-operating  income was $14,000 for
the nine months ended September 30, 1997 compared to a net non-operating  income
of $38,000 for the nine months ended  September 30, 1998. The increase is mainly
due to increased  interest  income on cash and cash  equivalents and small gains
due to sales of assets and gains from debt extinguishment.

     Net Loss from  Continuing  Operations.  The net loss of the Company for the
nine months ended  September 30, 1998 decreased by  approximately  $1,180,000 or
57%, as compared to the results of the nine months ended September 30, 1997. The
results of the nine months ended  September  30, 1997 include a non-cash gain of
$364,000  related  to the  retirement  of  common  shares  originally  issued in
conjunction  with the  acquisition of Navigist.  Also included in the results of
the nine months ended  September 30, 1997 is a non-cash charge to the impairment
of  long-lived  assets of $862,000  reflecting  the  write-off of all  remaining
unamortized  goodwill  recorded  in  the  acquisition  of the  company's  former
subsidiary,  Cimarron.  Without the non-cash gain and the non-cash charge in the
nine months ended  September 30, 1997,  the net loss of the Company for the nine
months ended  September  30, 1998  decreased by 44% or $681,000  compared to the
first nine months of the prior year. This decrease is primarily due to increased
revenues  generated by  additional  contracts  sold and  implemented  during the
current year without corresponding increases in operating expenses.



Liquidity and Capital Resources

     The Company had cash and  equivalents  of $1,464,000 at September 30, 1998,
compared to $325,000 at December 31, 1997, or a net increase of $1,139,000. This
increase was due to a private equity  financing on March 27, 1998 which resulted
in net proceeds of $769,000,  the exercise of stock options and warrants  during
the second  quarter which  resulted in gross  proceeds of  $1,137,000,  and loan
proceeds  on March 4, 1998 of $9,000.  This  increase  was offset by $420,000 of
cash utilized in the  operations of the Company,  $229,000 used to purchase data
and computer  equipment,  an increase in restricted  cash of $76,000 and $51,000
net debt service costs.

     The Company has made significant  progress in commercializing  its services
with 63  contracts  in backlog as of  September  30, 1998 and has  significantly
reduced the cash needed to fund its operations  compared to the prior year. Cash
utilized in operations was $420,000 for the nine months ended September 30, 1998
compared to $1,150,000  used for  operations in the nine months ended  September
30, 1997. This  improvement is due to additional  sales of its services  without
corresponding increases in operating expenses of the Company.

     The Company  currently  projects that available cash balances together with
projected  cash flow from  operations  will be  sufficient to fund the Company's
operations until the company can achieve cash flow breakeven without  additional
external  financing.   These  projections  assume  that  the  Company  does  not
substantially  increase  cash used in its current  operations  and that  overall
operating  costs of the  Company  will not  change  significantly  as new client
contracts are added.

Impact of the Year 2000 Issue

     The Year  2000  Issue is the  result of  certain  computer  programs  being
written using two digits rather than four to indicate the applicable  year. As a
result, computer programs with date-sensitive software may incorrectly recognize
a date using  "00" as the year 1900  rather  than the year  2000.  Such an error
could result in a system failure or miscalculations  resulting in disruptions of
operations,   including  a  temporary   inability  to  process  normal  business
transactions.

     The  Company  has   recently   examined   its   production   and   internal
administrative  systems for year 2000 issues.  As a result of that  review,  the
Company has  determined  that no significant  modifications  will be required to

                                       10
<PAGE>


make its systems year 2000 compliant and does not expect that any  modifications
required will have a material  impact on its  business,  operations or financial
condition.  The  Company  has not  completed  its  assessment  of the year  2000
compliance of its principal vendors. The Company expects to complete this review
by March 1999.





Forward Looking Statements

     The Company's  actual results may vary materially from the  forward-looking
statements  made above.  The Company  intends that such statements be subject to
the safe harbor  provision of the Securities Act. The Company's  forward-looking
statements  include the plans and objectives of management for future operations
and relate to: (i) the ability of the Company to generate  future  sales for the
Company's service,  (ii) market acceptance of its service,  (iii) success of the
Company in forecasting and meeting the demand of the customers for its services,
including  maintaining  technical performance of the system as new customers are
added,  (iv) the  Company's  ability to obtain  financing to purchase  equipment
needed to provide service to additional customers,  (v) the Company's ability to
maintain  pricing and adequate  profit margins on its products and services (vi)
the  Company's  ability  to  retain  qualified  technical  personnel  (vii)  the
Company's ability to develop future  enhancements to the Company's  services and
control  development  costs of those,  (viii) and the  ability of the Company to
raise additional capital, if needed.

     The  foregoing  assumptions  are based on judgments  with respect to, among
other things,  future economic,  competitive and market  conditions,  and future
business  decisions,  all of  which  are  difficult  or  impossible  to  predict
accurately and many of which are beyond the Company's ability to control.  There
are also other risks which could cause the  Company's  revenues or costs to vary
markedly from the  forward-looking  statements made above, such as the risk that
the market demand for the  Company's  services may not develop as expected or if
it does develop,  that the Company will be able to generate  sufficient sales to
fund its operations.

     Accordingly,  although the Company believes that the assumptions underlying
the forward-looking  statements are reasonable,  any such assumption could prove
to be  inaccurate  and  therefore  there can be no  assurance  that the  results
contemplated in  forward-looking  statements will be realized and any statements
should not be regarded as are  presentation  by the Company or any other  person
that the Company's objectives or plans will be achieved.  Additional  disclosure
of factors that could cause actual  results to differ  materially  from those in
the  forward-looking  statements may be found in the Company's documents on file
with the  Commission,  including its Form 10-KSB for the year ended December 31,
1997 and its registration statement on Form SB-2.


                                       11
<PAGE>



                           PART II. OTHER INFORMATION
                           --------------------------


ITEM 5.  OTHER INFORMATION

     The Securities  and Exchange  Commission has amended the provisions of Rule
14a-4 under the  Securities  Exchange Act of 1934 to provide that the  Company's
proxies  solicited  in  connection  with its  annual  meeting  of  shareholders,
including the 1999 annual meeting,  may confer discretionary voting authority on
Company  management with respect to certain types of shareholder  proposals that
may be raised at the annual  meeting unless the proposing  shareholder  notifies
the Company at least 45 days prior to the date of mailing the prior year's proxy
that such proposal will be made at the meeting. The deadline for such notices in
connection  with the Company's 1999 annual meeting of  shareholders  is February
22, 1999.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits - Included,  as exhibits  are the items listed on the Exhibit
          Index.  The  Registrant  will  furnish  a copy of any of the  exhibits
          listed  upon  payment  of $5.00 per  exhibit to cover the costs to the
          Registrant of furnishing such exhibit.

     (b)  Reports on Form 8-K

     No reports  were filed on form 8-K during the nine months  ended  September
30, 1998



                                       12
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

      Dated:  November 13, 1998

                              INFONOW CORPORATION

                              (Registrant)



                              /s/ Michael W. Johnson
                              ------------------------------------
                              Michael W. Johnson
                              Chief Executive Officer, President and Director
                              (Principal Executive Officer)


                              /s/ Kevin D. Andrew
                              ------------------------------------
                              Kevin D. Andrew
                              Chief Financial Officer, Treasurer and Secretary
                              (Principal Financial and Accounting Officer)


                                       13
<PAGE>

                                  EXHIBIT INDEX



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

  3.1     Certificate of Incorporation of the Company, as Amended.(A)

  3.3     Bylaws of the Company, as Amended.(B)

  4.1     Form of Common Stock  Certificate for the  Registrant's  Common Stock,
          $.001 par value per share.(B)

  4.4     Form of Class C Warrant.(C) 

 10.14    InfoNow Corporation 1990 Stock Plan as amended.

 10.29    Employment  Agreement  between the Company and W. Brad Browning  dated
          January 9, 1996.(E)

 10.30    Employment  Agreement between the Company and Kevin Andrew dated March
          1, 1996.(E)

 10.32    Agreement  between  the  Company and  Environmental  Systems  Research
          Institute, Inc. ("ESRI") dated March 6, 1996.(E)

 10.33    Stock Purchase and Sale  Agreement by and among VDC  Paradigms,  Inc.,
          Craig  Michaelis,  David  Wertzberger  and InfoNow  Corporation  dated
          December 13, 1996.(A)

 10.34    Employment Agreement between the Company and Donald E. Cohen dated May
          22, 1995, as amended.(A)

 10.35    Asset  Sale  Agreement  for sale of  assets to  Cimarron  Dog and Pony
          Company, Inc. dated December 11, 1997.(F)

 10.36    Michael W. Johnson employment agreement dated January 1, 1998.(F)

 10.37    Agreement  dated  October 23, 1997  between the Company and Michael W.
          Johnson regarding sale of the Company.(F)

 10.38    Letter Agreement between the Company and Michael Basch dated September
          21, 1998.

 27.1     Financial Data Schedule

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

(A)  Incorporated by reference from the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.

(B) Incorporated by reference from  Registration  Statement No. 33-43035 on Form
S-1 dated February 14, 1992.

(C)   Incorporated  by  reference  from   Post-Effective   Amendment  No.  2  to
Registration Statement No. 33-43035 on Form S-1 dated July 13, 1993.

(D)   Incorporated  by  reference  from   Post-Effective   Amendment  No.  3  to
Registration Statement No. 33-43035 on Form S-1 dated September 30, 1996.

(E)  Incorporated by reference from the Company's Annual Report on Form 10-K for
year ended December 31, 1995.

(F)  Incorporated  by reference from the Company's  Annual Report on Form 10-KSB
for the year ended December 31, 1997.


                                       14