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                       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 MARCH 31, 1999

/  /     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 April 23, 1999,  there were 7,061,243  shares of the  Registrant's  common
stock outstanding.

Transitional Small Business Disclosure Format                 Yes ___  No _X_
                                                                           



<PAGE>

                               INFONOW CORPORATION

                                      INDEX

                                                                       Page No.
                          PART I. FINANCIAL INFORMATION

ITEM 1.       CONSOLIDATED FINANCIAL STATEMENTS

              Unaudited Balance Sheets - March 31, 1999
                and March 31, 1998.......................................  3

              Unaudited Statements of Operations - For the Three Months
                Ended March 31, 1999 and March 31, 1998..................  4

              Unaudited Statement of Stockholders Equity (Deficit)
                - For the Three Months Ended March 31, 1999..............  5

              Unaudited Statements of Cash Flows - For the Three Months
                Ended March 31, 1999 and March 31, 1998..................  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 6.       EXHIBITS AND REPORTS ON FORM 8-K...........................  11

              SIGNATURES.................................................  12


                                       2
<PAGE>


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

ITEM 1. FINANCIAL STATEMENTS

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

Assets                                                    March 31, December 31,
                                                            1999        1998
                                                         ---------- ------------
                                                         (Unaudited)
CURRENT ASSETS:
Cash and cash equivalents                                 $  1,516     $  1,303
Restricted cash investments                                     76           76
Accounts receivable, net                                       477          379
Other current assets                                            17           20
                                                          --------     --------
         Total current assets                                2,086        1,778

Property and Equipment, net                                    795          760

Capitalized software development costs,
   net of accumulated amortization of
   $526 and $522 at March 31, 1999
   and December 31, 1998 respectively                            4            7
Other assets and deferred charges                               34            9
                                                          --------     --------
         Total assets                                     $  2,919     $  2,554
                                                          ========     ========

CURRENT LIABILITIES:
Notes Payable - current portion                           $     92     $    103
Accounts payable and accrued expenses                          657          603
Unearned revenue and prepaid service fees                      761          464
                                                          --------     --------
         Total current liabilities                           1,510        1,170

NOTES PAYABLE, net of current portion                           76           89

STOCKHOLDER'S EQUITY
Preferred stock, $.001 par value; 1,962,335
   shares authorized, none issued or outstanding              --           --

Common stock,  $.001 par value;
   15,000,000 shares  authorized,
   7,061,243 and  6,815,243 shares issued
   and outstanding at March 31, 1999 and
   December 31, 1998 respectively                                7            7

Additional paid-in capital                                  24,029       23,910
Accumulated deficit                                        (22,703)     (22,622)
                                                          --------     --------
         Total stockholder's equity                          1,333        1,295
                                                          --------     --------
Total liabilities and stockholder's equity                $  2,919     $  2,554
                                                          ========     ========





   The accompanying notes are an integral part of these financial statements.

                                       3

<PAGE>



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

                                                       For the Three Months
                                                         Ended March 31,
                                                   ----------------------------
                                                       1999            1998
                                                       ----            ----

REVENUES                                           $     1,104      $       442
Cost of revenues                                           547              364
                                                   -----------      -----------

         Gross profit                                      557               78

OPERATING EXPENSES:
Selling and marketing                                      381              131
Product development                                         42               41
General and administrative                                 242              208
                                                   -----------      -----------

         Total operating expenses                          665              380
                                                   -----------      -----------

Operating loss                                            (108)            (302)

OTHER INCOME (EXPENSE):
Interest income (expense), Net                              11             --
Other Non-operating income                                  15                5
                                                   -----------      -----------
                                                            26                5

NET LOSS                                           $       (82)     $      (297)
                                                   ===========      ===========

Basic and diluted EPS per common share:
   Continued operations                            $      (.01)     $      (.06)
   Discontinued operations                                --               --

WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                                   6,894,728        5,363,886
                                                   ===========      ===========


   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

<TABLE>
<CAPTION>


                                 INFONOW CORPORATION AND SUBSIDARY
                      STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
                             For the three months ended March 31, 1999
                                     (US Dollars in Thousands)

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

<S>                                          <C>                         <C>         <C>                 <C>       
BALANCES, December 31, 1998                  6,815,243                   7           $  23,910           $ (22,622)

Common shares issued in exchange
      For outstanding warrants                 100,000                --                  --                  --

Common shares  issued upon
   exercise of warrants and
   options at prices  ranging
   from $0.29 to $2.19
   per share                                   146,000                --                   119                --
Net loss                                          --                  --                  --                   (81)
                                             ---------           ---------           ---------           ---------

BALANCES, March 31, 1999                     7,061,243           $       7           $  24,029           $ (22,703)
                                             =========           =========           =========           =========





                    The accompanying notes are an integral part of these financial statements.

                                                     5

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

                                                                For the Three Months Ended March 31,
                                                                -----------------------------------
                                                                   1999                   1998
                                                                   ----                   ----
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss                                                         $   (82)               $  (297)
Adjustments to reconcile net loss to net cash used in
operating activities:
     Depreciation and amortization                                   124                    161
     Allowance for bad debt                                         --                        7
     Compensation expense recognized in
       connection with stock warrant issuance                       --                       47
     Gain on extinguishment of debt                                 --                       (1)
     Changes in operating assets and liabilities:
     Increase in accounts receivable                                 (98)                   (85)
     Decrease in other assets and deferred charges                   (26)                  --
     (Increase) decrease in other current assets                       4                    (16)
     Increase in payables and accrued liabilities                     54                     69
     Increase in unearned revenue                                    298                   --
                                                                 -------                -------
Net cash flows from (used in) operating activities                   274                   (115)

CASH FLOWS FROM(USED IN)INVESTING ACTIVITIES:
Purchase of property and equipment                                  (157)                   (14)
                                                                 -------                -------
Net cash flow used in investing activities                          (157)                   (14)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                          --                      788
Proceeds from the exercise of options and warrants                   119                   --
Proceeds from notes payable                                         --                        9
Principal payment on debt obligations                                (23)                   (21)
                                                                 -------                -------
Net cash flows from financing activities                              96                    776

Net increase (decrease) in cash and cash equivalents                 213                    647

CASH AND CASH EQUIVALENTS, beginning of period                     1,303                    325
                                                                 -------                -------

CASH AND CASH EQUIVALENTS, end of period                         $ 1,516                $   972
                                                                 =======                =======
Supplemental Information:
  Cash paid during period for interest                           $    10                $     5


            The accompanying notes are an integral part of these financial statements.

                                               6
</TABLE>

<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.

     The financial  statements  as of December 31, 1998,  have been derived from
audited  financial  statements.  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,  1998.  The
results  of  operations  for the  three  months  ended  March  31,  1999 are not
necessarily  indicative  of the  results  that will be  achieved  for the entire
fiscal year ending December 31, 1999.



Note 2. SUPPLEMENTAL CASH FLOW DISCLOSURES

     On March 3, 1999, the Company issued common stock in a non-cash transaction
described in Note 3 below.



Note 3. EQUITY TRANSACTIONS

     On March 3, 1999, in a non-cash  transaction,  the Company  issued  100,000
shares of common  stock in  exchange  for 200,000 of the  Company's  outstanding
stock warrants held by an investor.

      During the three months ended March 31, 1999,  the Company  issued 146,000
shares of common stock in conjunction with the exercise of options and warrants.
The per-share  price range of $0.29 to $2.19  resulted in gross  proceeds to the
Company of $119,000.


                                       7
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

     The  following  discussion  and  analysis of the  financial  condition  and
results  of  operations  for  InfoNow  should  be read in  conjunction  with our
financial  statements and related notes appearing elsewhere in this Report. This
discussion   contains   statements   that  are  not   historical   fact.   These
forward-looking  statements are based on our current expectations,  assumptions,
estimates  and  projections  about  our  industry  and  our  business  including
statements about markets for our services,  planned  development of products and
anticipated expense and revenue levels. These forward-looking statements contain
words such as "anticipate",  "believe",  "plan",  "expect" or similar  language.
These forward-looking statements are subject to business and economic risks. Our
actual  results  could  differ   materially  from  those   anticipated  in  such
forward-looking statements as a result of many factors including those set forth
in this discussion and in documents we have filed with the Commission, including
our registration statement on Form SB-2.

General Information and Overview

     We are in the business of Turning Inquiries Into Sales.  InfoNow provides a
modular suite of inquiry management  services that enable our clients to respond
to inquiries  for dealer  referrals  over the phone or via their web sites.  Our
services  are  designed  to respond to the  inquiry in a  one-to-one  manner and
effectively  match an inquiry with the dealer or reseller  that can best respond
to the specific  needs of the user.  Our  services  have the ability to generate
leads in real time for  active  follow-up  of the  inquiry  by the  reseller  or
provide targeted incentives to further increase the chance that the inquiry will
be converted into a sale. We have developed proprietary software,  which runs in
our two data  centers,  to respond to inquiries  that come to us from our client
web sites and call  centers.  The  interfaces  to our system are  customized  to
duplicate  the "look  and  feel" of the  client's  web site or  automated  voice
response system. Our use of Internet  technology allows our clients to outsource
this  function to us by  seamlessly  linking to our data centers over the public
Internet or a frame relay connection.

     We currently  have  approximately  fifty  clients.  Most of our clients are
large  multinational  companies who have extensive branch or reseller  networks.
Our clients include American Airlines,  Apple, Bank of America, Cisco, Citibank,
Compaq,  3Com,  FedEx,  First  Union,  Hewlett  Packard,   IBM,  Intel,  Maytag,
NationsBank, United Health Care, UPS and Visa.

     InfoNow was incorporated under the laws of the State of Delaware on October
29,  1990,  and  initially  focused on the sale of  software  through the use of
encrypted  CD-ROM  technology.  Early  in 1995,  we  fundamentally  changed  our
business focus and began developing  web-based inquiry  management  services for
large  corporate  clients.  As  part  of  our  strategy,  we  acquired  Cimarron
International,  Inc. and Navigist,  Inc.  Cimarron  provided  interactive  media
authoring  and business  services.  Navigist  offered  network  engineering  and
Internet  consulting  services.  These  acquisitions  allowed us to utilize  the
resources and  capabilities of Navigist and Cimarron to facilitate our change in
strategic  direction  as well as to  provide  an  operating  infrastructure  and
revenues as we  completed  our  transition  to selling and  providing  web-based
services.

     After the acquisitions of Cimarron and Navigist, we ceased selling software
using encrypted  CD-ROM  technology and installed a new senior  management team,
led by Michael  Johnson,  who became  President and Chief  Executive  Officer in
October of 1995. After the transition to our new business was completed in 1996,
we sold  Navigist on December 13, 1996,  and  completed  the sale of Cimarron on
December  11,  1997.  We are now  focused  solely on the sale and  provision  of
web-based inquiry management services.

     Our services are sold on the basis of  multi-year  service  contracts.  The
initial  term of these  contracts is one to three years and are  renewable  upon
mutual  agreement of InfoNow and the client. A typical contract fee includes two
components,  a setup fee and a recurring  service  fee. The setup fee covers the
initial development of a customized,  client-specific access to our service, and
the design and implementation of client databases. The recurring monthly service
fee covers hosting of the service and  performance  of recurring  maintenance to
the client databases and core applications.

                                       8

<PAGE>


     Currently,  the  combined  fees for the initial  year of service  typically
range from  $45,000 for a simple  installation  to greater  than  $750,000 for a
complex  application  involving multiple services across several customer "touch
points"  and  geographies.  The  actual  setup  and  monthly  service  fees  are
determined  based on a variety  of  factors,  including  the  type(s) of service
selected,  the number of client  locations  supported,  anticipated  transaction
volumes,   geographic   coverage  of  the  service  and  the  level  of  service
customization  requested by the client. We also may charge  transaction fees for
some elements of our services  depending upon the specific client  configuration
such as fax  transactions,  voice  recordings  and  dedicated  telecommunication
lines.  Our  services  are modular and all, or a portion of the  services can be
selected depending on client requirements.

     We recognize revenues from setup fees for implementation of our services on
the percentage of completion method using project  milestones.  Service fees for
our  services  are  recognized  as services  are  rendered  over the term of the
contract.

     We market our  services  through our direct  sales  force.  During the last
eight quarters,  we have  experienced a significant  increase in our backlog and
revenues from sales of our services and have reduced our losses from operations.

     We believe that a substantial portion of our infrastructure  costs, such as
servers,  technical  personnel to maintain our systems,  telecommunications  and
certain  of our data  costs  are  largely  fixed  and are not  expected  to vary
significantly  with an  increase  in client  contracts  in the near  future.  We
believe  that the  majority  of the  infrastructure  is in place  to  support  a
sufficient number of clients that will enable us to achieve profitability in the
second  quarter of 1999.  Our success in  achieving  profitability  is primarily
dependent on market  acceptance  and future sales of our services to  additional
customers to offset  operating costs.  Although we have experienced  significant
percentage revenue growth and a reduction in operating losses in recent periods,
these growth rates, or improvement in operating results,  may not be sustainable
and may not be indicative of future performance.  We may also choose to increase
our spending in sales and product  development at a greater rate than our growth
of sales in the future in order to  increase  our market  presence,  which would
affect our future financial results.

     Our limited  operating  history and the early stage of  development  in the
markets  for our  services  makes it  difficult  or  impossible  to predict  our
revenues  and  operating  results.  We  believe  that our  prospects  should  be
considered in light of the risks and difficulties encountered by companies at an
early stage of development.  We may not be successful in addressing  these risks
and difficulties.

Results of Operations

     The results from continuing  operations for the periods  presented  reflect
the revenues and expenses of our inquiry management service operations.  We sold
all the assets of Cimarron,  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 year ended December 31, 1997.

     Comparison  of the Three  Months  Ended March 31, 1999 to the Three  Months
Ended March 31, 1998

     Net Revenues.  Our revenues from continuing operations consist primarily of
setup fees from new  contracts and monthly  service fees from ongoing  contracts
for our services.  Total sales from our inquiry management services increased by
$662,000,  or 150% for the three months  ended March 31,  1999,  compared to the
same period in the previous  year.  The  increased  revenues  were  generated by
additional  contracts sold and  implemented  during the last twelve months.  The
number of contracts  in backlog at March 31, 1999 was 72 as compared  with 40 on
March 31, 1998.  Setup fees  increased by 63%,  from  $219,000 to $356,000.  The
higher fees were due to contracts with higher setup fees implemented  during the
three months ended March 31, 1999 as compared to the same period in the previous
year. Service Fees increased by 225%, from $198,000 to $643,000. The higher fees
were due to the  implementation  of new  contracts  and higher  average  monthly
service  fees per  contract.  Miscellaneous  revenues  increased  by 218%,  from
$33,000 to  $105,000.  The higher  fees were due to an increase in the number of
contracts   with   charges   for  voice   recordings,   faxes,   geocoding   and
telecommunications.

                                       9

<PAGE>


     Cost of Revenues.  The cost of revenues  decreased from 83% of revenues for
the  three-month  period  ended  March  31,  1998,  to 50% of  revenues  for the
three-month  period  ended March 31, 1999.  The total cost of revenues  over the
same period increased by 50% or $182,000. This increase is a result of increased
costs in creating and expanding an  infrastructure  for delivering our services.
These costs include technical personnel payroll, contract labor, data royalties,
depreciation  and  amortization  for server  equipment and capitalized  software
development,  telecommunications  and other costs  related to operating our data
center. Gross margins are expected to increase as sales are expected to increase
at a faster rate than costs.

     Product Development.  Product Development expenses consist of time spent on
development not specifically associated with a client contract. To date, product
development  costs have been  comprised  of salaries  and related  costs.  These
expenses have not  significantly  changed in the three-month  period ended March
31, 1999 compared to the three-month  period ended March 31, 1998. A majority of
product development  expenses have been incurred in conjunction with delivery of
our services to customers and are classified in the cost of revenues. We plan to
accelerate spending on project development not directly associated with specific
customer contracts pending the acquisition of additional financing.

     Selling and  Marketing  Expenses.  Selling and  marketing  expenses,  which
consist of payroll  costs,  sales  commissions,  travel and promotion  expenses,
increased from 30% of revenues for the three-month  period ended March 31, 1998,
to 35% of revenues for the  three-month  period ended March 31, 1999.  The total
amount of selling and marketing  expenses  increased by 190%,  or $250,000.  The
overall  increase is primarily the result of the addition of sales personnel and
other marketing and promotion costs during the last twelve months.

     General and Administrative  Expenses.  General and administrative  expenses
consist  primarily of payroll  costs for  InfoNow's  executive,  accounting  and
administrative   personnel,   facilities  costs,  insurance  and  other  general
corporate  expenses.  General and administrative  expenses decreased from 47% of
revenues for the  three-month  period ended March 31, 1998,  to 22% of sales for
the  three-month  period ended March 31,  1999.  The total amount of general and
administrative  expenses  increased by 16%, or $34,000.  The overall increase is
the result of  additional  administrative  costs  related to growth in  business
activity.

     Provision  for Income  Taxes.  InfoNow  has paid no income  taxes since its
inception.  As of December  31, 1998,  we had  approximately  $7,328,000  of net
operating  loss  carryforwards  for federal  income tax  purposes,  which expire
beginning in 2010.

     Non-Operating  Income (expense).  Net non-operating  income was $26,000 for
the three  months  ended March 31, 1999  compared to $5,000 for the three months
ended March 31, 1998. The increase is due to additional  interest income on cash
and cash  equivalents,  and a $12,000  buyout earned based on  Cimarron's  gross
profits in accordance with the December 1997 sale agreement  between InfoNow and
Cimarron Dog and Pony.

     Net Loss from  Continuing  Operations.  Our net loss for the  three  months
ended March 31, 1999 decreased by approximately $215,000 or 262%, as compared to
the results of the three-months ended March 31, 1998. This decrease is primarily
due to increased revenues generated by additional contracts sold and implemented
during the last twelve  months  without  corresponding  increases  in  operating
expenses.

Liquidity and Capital Resources

     InfoNow has financed its  operations  through  private  placement of equity
securities  and  through  borrowing  arrangements.  We have  received a total of
approximately  $4,815,000  from private  offerings and an additional  $1,495,000
from the exercise of stock  options and warrants  since we began  marketing  our
inquiry management services in 1995.

     We had cash and  equivalents  of $1,516,000 at March 31, 1999,  compared to
$1,303,000 at December 31, 1998, a net increase of $213,000.  Improvement in our
cash position was due primarily to improvements in our operations and additional
funds received from the exercise of stock options.

                                       10

<PAGE>


     Net cash from operating  activities during the three months ended March 31,
1999 was  $274,000,  compared to net cash loss of $8,000 during the three months
ended  December 31, 1998.  This increase is primarily due to  improvement in net
loss and the receipt of advance fees on contracts.

     Cash used in investment  activities increased $143,000 from $14,000 for the
three-month  period ended March 31, 1999. This increase  related to the purchase
of computer hardware and software for our data centers and additional personnel.

     Net cash generated from Financing  activities during the three months ended
March 31, 1999 was $96,000  that  included  $119,000 of cash  received  from the
exercise of stock options and warrants.

     We currently project that available cash balances,  together with projected
cash flow from contracted  backlog and anticipated new sales, will be sufficient
to fund our operations for at least the next twelve  months.  These  projections
assume that  revenues  from new sales and from backlog will  continue to provide
cash from its  operations and that our overall  operating  costs will not change
significantly as new client contracts are added.

     We are currently seeking  additional equity financing to accelerate planned
investments in sales and marketing,  product development and to increase general
working capital and license additional intellectual property. We have not made a
final  determination  regarding the terms and conditions of an equity  placement
but  anticipate  that a placement  would involve the issuance of up to 2,000,000
shares of common stock and generate net proceeds of approximately  $9.0 million.
Our ability to  successfully  complete an offering is  dependent  on a number of
factors.  There can be no assurance that we will successfully complete an equity
placement,  or that a placement  will be concluded  on the terms and  conditions
that we anticipate.

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 or provide service to our customers.

     InfoNow  has   undertaken  a  review  of  its  own  computer   systems  and
applications  to determine if significant  problems exist with the operations of
those systems as a result of the Year 2000 Issue. As a result of that review, we
do not expect that any modifications required to address Year 2000 problems will
have a material impact on our business,  operations or financial  condition.  In
addition,  InfoNow has implemented a Year 2000  compliance  inquiry program with
its  major  vendors  and  suppliers  as to both  the  status  of the  Year  2000
compliance  of their own  systems and any delays they  anticipate  in  supplying
goods and services to us.

     We cannot  guarantee  that the systems of our vendors and suppliers will be
Year 2000 compliant. However, based on our initial surveys, we do not anticipate
replacement or major modification of any hardware or software  components in our
systems  if  third  party  supplied  hardware  and  software  is not  year  2000
compliant.  Nevertheless,  we may be required to install software updates to our
systems and hardware so that they will run properly  after December 31, 1999. We
believe that these needed  software  updates are currently  available or will be
available based on announcements made by our vendors through our normal software
maintenance licenses.

     We have not incurred material costs to date in our Year 2000 review process
and do not anticipate  that we will incur material  expenses  outside the normal
course of business to modify our own systems or third party supplied  systems to
be Year 2000 compliant. However, our systems and third party systems may contain
undetected errors or defects that may cause us to incur material costs and could
result in a material  adverse effect on our operations and financial  condition.
In addition, if our suppliers or other third parties fail to address and correct
their  Year 2000  issues,  we could  face  business  interruption  and  material
unexpected costs.

                                       11

<PAGE>


     We have not yet fully  developed a contingency  plan to address  situations
that may result if we are unable to achieve year 2000  readiness of our critical
operations.  The cost of developing and  implementing  such a plan may itself be
significant.  In  addition,  we are also  subject to external  forces that might
generally   affect   industry  and  commerce,   such  as  electric   utility  or
telecommunications interruptions caused by Year 2000 failures.

Risks of Forward Looking Statements

     Our actual results may vary materially from the forward-looking  statements
made  above.  We intend  that such  statements  be  subject  to the safe  harbor
provision of the  Securities  Act. Our  forward-looking  statements  include the
plans and objectives of management for future operations and relate to a variety
of factors, including management's assumptions about our ability to:

     -    Gain market acceptance of our inquiry management services

     -    Accurately  forecast and meet demands for our services,  including our
          ability to maintain technical performance of the system as new clients
          are added

     -    Improve  our  operational  and  financial  systems in order to address
          planned growth in our operations

     -    Maintain  pricing and  adequate  profit  margins on our  products  and
          services

     -    Retain and attract qualified technical personnel

     -    Develop future  enhancements  to our services and control  development
          costs of those enhancements

     -    Respond to competitive threats

     -    Raise additional capital, if needed.

     Our 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 our ability to control.

     We believe that the assumptions  underlying our forward-looking  statements
are  reasonable.  However,  our  assumptions  may  prove  to be  inaccurate  and
therefore   there  can  be  no  assurance  that  the  results   contemplated  in
forward-looking   statements  will  be  realized.  You  should  not  regard  any
statements  made in this  Report as a  representation  by  InfoNow  or any other
person that we will achieve our objectives.

                                       12




<PAGE>

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




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 three months ended March
          31, 1999


                                       13

<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: May 13, 1999

                               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)



                                       14

<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.

                                       15