U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

  X    ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
-----  1934
For the fiscal year ended April 30, 2000.

       TRANSITION  REPORT UNDER SECTION 13 or 15(d) OF THE  SECURITIES  EXCHANGE
-----  ACT OF 1934

For the transition period from _____ to _______

                                                 Commission file number 1-111898


                               JetForm Corporation
             (Exact name of Registrant as specified in its Charter)

         Canada                                             N/A
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              560 Rochester Street
                           Ottawa, ON K1S 5K2, Canada
                    (Address of principal executive offices)

Issuer's telephone number including area code: 613-230-3676

Securities registered under Section 12(b) of the Exchange Act:

                                                  Name of each exchange on which
Title of each class                                    registered
Common shares, without par value                        Pacific Stock Exchange

Securities registered under Section 12(g) of the Exchange Act: NONE

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.

Yes [X]  No [  ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The  aggregate  market  value  of the  voting  and  non  voting  stock  held  by
non-affiliates  of the  registrant  computed by  reference  to the last price at
which the stock was sold as reported on the NASDAQ Stock Market on July 20, 2000
was US$82,966,114. For the purpose of determining this amount, voting stock held
by officers, directors and stockholders whose ownership exceeds five percent are
excluded.  This  determination  of affiliate  status is provided for purposes of
this report and does not represent an admission by either the  registrant or any
such person as to the status of such person.

State the number of the issuer's  Common  Shares  outstanding  on July 20, 2000;
19,625,919

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE
<PAGE>
                               JETFORM CORPORATION
                                TABLE OF CONTENTS

                                     PART I
                                                                            PAGE

ITEM 1...............BUSINESS                                                  4

ITEM 2...............PROPERTIES                                               15

ITEM 3...............LEGAL PROCEEDINGS                                        15

ITEM 4...............SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      15

                                     PART II

ITEM 5...............MARKET FOR  REGISTRANT'S COMMON EQUITY AND
                     RELATED STOCKHOLDER  MATTERS                             16

ITEM 6...............SELECTED FINANCIAL DATA                                  18

ITEM 7...............MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     FINANCIAL CONDITION AND RESULTS OF OPERATIONS            19

ITEM 7A..............QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT
                     MARKET RISKS                                             29

ITEM 8...............FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA              29

ITEM 9...............CHANGES IN AND DISAGREEMENTS  WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE                   53


                                    PART III

ITEM 10..............DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT       54

ITEM 11..............EXECUTIVE COMPENSATION                                   58

ITEM 12..............SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                     AND  MANAGEMENT                                          63

ITEM 13..............CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS           64

                                     PART IV

ITEM 14..............EXHIBITS, FINANCIAL STATEMENT
                     SCHEDULES, AND REPORTS ON FORM 8-K                       66

SIGNATURES                                                                    71
<PAGE>

    This  Annual  Report  on  Form  10-K  ("Report"),  contains  forward-looking
statements  within the  meaning of Section  27A of the  Securities  Act of 1933.
Discussions containing such forward-looking  statements may be found in Items 1,
and 7 hereof, as well as within this Report generally. In addition, when used in
this Report,  the words "believes",  "intends",  "anticipates",  "expects",  and
similar expressions are intended to identify  forward-looking  statements.  Such
statements are subject to a number of risks and uncertainties. Actual results in
the future could differ  materially from those described in the  forward-looking
statements as a result of changes in technology,  changes in industry standards,
new  product  introduction  by  competitors,   increased  participation  in  the
enterprise  software market by major corporations and other matters set forth in
this  Report  (see Item 1.  Business - "Risk  Factors").  The  Company  does not
undertake  any  obligation  to publicly  release the results of any revisions to
these  forward-looking  statements that may be made to reflect any future events
or circumstances.
<PAGE>
                                     PART I

Item 1.  BUSINESS

                                   THE COMPANY

    JetForm  Corporation  (which,  together with its subsidiaries is referred to
herein as "JetForm" or the "Company") was incorporated as Jorag Computer Systems
Ltd.  pursuant to the Canada  Business  Corporations  Act on June 10,  1982.  By
Articles of Amendment  dated September 28, 1982, the Company changed its name to
Indigo  Software Ltd. By Articles of Amendment  dated  September  30, 1991,  the
Company changed its name to JetForm  Corporation.  The Company's registered head
and principal office is located at 560 Rochester Street,  Ottawa,  Ontario,  K1S
5K2.

    The following chart sets forth certain information  concerning the principal
subsidiaries of the Company as at April 30, 2000:


                                                  JetForm Corporation
                                                  (Delaware, U.S.A.)

                                                 JetForm U.K. Limited
                                                   (England & Wales)

                                                   JetForm France SA
                                                        (France)
      JetForm Corporation          100%
          (Canada)                             JetForm Pacific Pty Ltd.
                                                      (Australia)

                                                JetForm Scandinavia AB
                                                       (Sweden)

                                               JetForm Deutschland GmbH
                                                       (Germany)

                                             JetForm Technologies Limited
                                                       (Ireland)

                                                  JetForm Japan K.K.
                                                        (Japan)

                                                    JetForm PTE LTD
                                                      (Singapore)

Overview

JetForm   Corporation   develops  software   solutions  that  automate  business
processes,   transforming  them  into  e-processes.   JetForm  solutions  enable
companies and governments to lower operating costs, increase revenues and reduce
cycle times. The Company's core strengths are in intelligent XML forms,  process
automation and customer-focused document output.

Management  believes the Company is well positioned within the e-business market
to attract and serve a worldwide market in the electronic processes,  electronic
document  presentment  and electronic  forms arenas.  JetForm's  sales force and
service professionals,  who operate in 11 countries, focus on sales and services
to end users and support the Company's numerous partnerships.  Through strategic
partnerships  with  system   integrators,   solution   partners,   international
distributors and original equipment  manufacturer's  (OEMs) further leverage the
Company's global reach.  JetForm has also  established key technology  alliances
with, among others, Microsoft,  Hewlett-Packard,  IBM, SAP and Xerox, to broaden
market acceptance for its solutions.

JetForm  customers include The Australian  Department of Defence,  Axel Springer
Verlag AG, Bank of America,  BankBoston,  Chase Manhattan,  China Life Insurance
Company,  Cigna,  DaimlerChrysler,  Hydro  Quebec,  Fidelity  Employer  Services
Company (FESCO), Kodak, Merck Microsoft, Minnesota Mining and Manufacturing Co.,
Nationwide  Building Society,  New Brunswick  Department of Supply and Services,
PaineWebber,  Pennsylvania Department of Public Welfare,  Prudential Real Estate
and Relocation Services, SAFECO, Siemens Nixdorf Informationssysteme, SNCF, U.S.
Army, U.S. Department of Defense, Volvo, Wachovia Bank and Wells Fargo.

Industry Background

Organizations  are adopting  e-business  models at an accelerated pace. They are
evolving their traditional business models to digital-based models using process
automation,  electronic  document  presentment  and  intelligent  data  capture.
Companies recognize the competitive advantage they gain from reduced cycle times
and costs and improved  service for their  customers,  partners  and  suppliers.
Government  agencies  also  recognize the benefits of being able to better serve
their citizens.

e-Process
e-Business  is powered  by  process  automation-the  interaction  of  employees,
customers,  partners and suppliers  through  integrated  front- and  back-office
enterprise applications.  When a company needs to automate a cross-functional or
cross-enterprise     process    that    integrates    disparate    applications,
interoperability  becomes an issue.  A pragmatic  approach for  overcoming  this
issue is to integrate these  departmental  applications with an  enterprise-wide
process automation tool.

e-Document Presentment
Documents  such as  invoices  and  statements  often  serve as the key  point of
contact between an organization and its customers,  partners and suppliers.  The
demands of the  current  e-business  revolution  require  dynamic,  personalized
business  documents to be delivered  through  multiple  channels in a variety of
formats-paper,  e-mail,  fax and the Web.  This  revolution  will not  eliminate
entirely the need for paper,  so  organizations  are striving to operate in this
hybrid paper-Web world.

e-Forms
Business and government are continuing to strive to improve their administrative
efficiencies by automating paper-based solutions.  Organizations' intranets have
become the portals to initiate business processes. The evolution of the Internet
from  a  publishing   vehicle  to  a   service-delivery   vehicle  is  requiring
organizations  to offer  customer  service over the  Internet;  whether it be to
complete a required form, access account information or check on the status of a
customer service request.

The JetForm Solution

JetForm's  e-process,  e-document  presentment and e-forms  technologies provide
organizations  with the  capability to adopt  e-business  models,  giving them a
competitive  advantage in their respective  industries.  JetForm's solutions are
complemented  by its  professional  services  team,  which  facilitates  product
implementation, and its customer services team, which provides ongoing support.

e-Process
JetForm's e-process framework  integrates people,  processes and applications in
e-business.   It  is  an  Extensible  Mark-up  Language  ("XML")  based  process
automation solution that contains rich work management capabilities and provides
companies  with the  capability  to deliver their  services and products  across
multiple media, including the Internet,  wireless,  mobile, e-mail and agents or
brokers.

o    Safeco  Corporation - in business since 1923, is a Fortune 500  diversified
     financial  services  company  based in  Seattle.  Safeco  and its more than
     17,000  independent agents and financial advisors provide premier insurance
     and financial services to individual and business customers.

     Recently  SAFECO  used  JetForm's   e-process   technology  to  develop  an
     application  that lets  independent  agents and brokers order,  process and
     receive  surety  bonds  online,   in  near  real  time.  The  application's
     efficiency  and  cost-savings  will allow SAFECO to bring more  products to
     market,  and to increase  market share by making it easier for  independent
     agents  and  brokers to do  business  with  SAFECO.  The  company  plans to
     leverage  JetForm's  e-process  technology to build multiple  applications,
     ensuring SAFECO stays at the forefront of the financial services industry.

e-Document Presentment
JetForm's  e-document  presentment  solutions  allow  organizations  to  produce
professional quality document output from their line-of-business,  legacy or ERP
applications. The data generated from these business applications is merged with
an electronic  document template to dynamically  generate  documents in multiple
formats for delivery to multiple devices,  including print,  e-mail, fax and the
Web.

o    Healthaxis.com  -   Healthaxis.com   is  a  leading  provider  of  advanced
     technology   solutions  for   healthcare   administration.   Acting  as  an
     intermediary,  Healthaxis.com  provides support to insurance carriers, Blue
     Cross/Blue   Shield   organizations,    third-party    administrators   and
     self-administered  employers.  Their services include  business-to-business
     (B2B) Internet-enabled applications that address the processing and flow of
     information among participants.  JetForm's  electronic document presentment
     technology  creates the complex  documents and  integrated  electronic  and
     printed  document  output it needed to meet the  challenges  of the  hybrid
     paper-Web world. Through its dynamic sub-forms  capabilities,  the content,
     look and feel of  Healthaxis.com's  forms is controlled  dynamically by the
     data  ensuring the  document is accurate  and easy to read.  As a result of
     implementing JetForm's technology, Heathaxis.com realizes a cost savings of
     $US1 per document,  a significant  savings given that the company  produces
     over 18 million documents each year.

e-Forms
JetForm is the e-forms industry  leader,  providing  graphical  XML-based design
tools that create compliant forms to capture data.  JetForm provides support for
multiple platforms,  whether the end user is filling out a form at a desktop, on
a disconnected  handheld device or even on a mobile device with Internet access.
The  Company's  intelligent  e-forms are robust in their  ability to capture and
validate data, perform  calculations or access data throughout the organization.
JetForm's e-form solutions can be used within governments and businesses wishing
to improve efficiencies and save costs.  According to Gartner Group, 80 per cent
of all  business  documents  are  forms.  These  forms  may  need to be  signed,
participate in a workflow or be stored in a document management system.

o    Kansas   Department   of   Transportation   -  The  Kansas   Department  of
     Transportation  (KDOT) accumulates massive amounts of information about new
     and existing transportation infrastructure.  With reduced staff levels, the
     rising tide of information  was becoming  increasingly  difficult to manage
     and process.

     The  answer  was  JetForm   e-process   technology.   To  guide  enterprise
     implementation,  KDOT  developed  the  Generic  Implementation  Methodology
     (GIM),  a repeatable  process any business  unit can use. Of the  e-process
     applications  KDOT has deployed to date,  one of the most  innovative  is a
     solution  that creates and updates over 3,000  project  authorizations  and
     schedules annually.  Developed without the need to rewrite  mainframe-based
     legacy systems,  this e-process eliminates duplicate data entry,  automates
     processing  and electronic  distribution,  and  automatically  converts the
     final  forms  to Adobe  Acrobat  PDF  format  and  stores  the form and any
     attachment in the KDOT document management system.

     KDOT is now able to accommodate an increasing  workload with existing staff
     levels.   The  success  of  the  GIM  in  this  and  many  other  e-process
     applications  spurred  Kansas to recognize  KDOT as the state's lead agency
     for e-process initiatives.

Corporate Strategy

JetForm's  strategic vision is to be the global industry  standard in e-Process,
e-Document Presentment, and e-Forms solutions. The Company plans to achieve this
vision through the following strategies.

Expand Worldwide Sales and Distribution
Management  believes  that the  e-business  market in North America and globally
represents a significant  growth  opportunity as organizations  strive to evolve
traditional business models into e-business models. JetForm plans to continue to
invest in its  worldwide  distribution  capacity  to increase  market  share and
penetration.  This  investment  will  include  expanding  the direct sales force
within the  established  and new sales  offices in North  America and around the
globe.

Extend Strategic Alliances
JetForm intends to build relationships with leading system integrators to extend
its reach and provide comprehensive solutions to its customers. JetForm believes
these relationships  facilitate access to strategic projects that often generate
large  commitments  from its  customers  and can  reduce the length of its sales
cycles.  In addition,  JetForm  believes the software  deployment  expertise and
industry knowledge of system integrators shortens the implementation time of its
product and helps to secure add-on business.

Increase Visibility
JetForm intends to devote significant resources to marketing efforts to increase
customer and industry  awareness of its software and services.  These  increased
marketing efforts will include hiring additional marketing personnel, increasing
brand  awareness  through  advertising,  launching a focused  press and industry
analyst campaign and expanding participation in related industry events. Through
these  marketing  efforts,  JetForm  intends  to  demonstrate  the  value of its
software and services to enterprises and thereby increase its market share.

Leverage Existing Customer Base
Management  believes its significant  base of customers  provides an opportunity
for  additional  sales  of  current  and  future  software,  as well as  ongoing
maintenance  revenue.  A majority of JetForm's  customers have not yet purchased
its full suite of products or currently only use them in specific business units
or  locations.  Management  believes that JetForm can sell more deeply into this
customer  base by  expanding  these  partial  deployments  into  enterprise-wide
implementations as well as by cross-selling additional software and services.

Extend Technological Leadership
JetForm's  XML-based  products provide the foundation for the development of new
and innovative  e-business  solutions and allow JetForm's  products to be easily
adapted  to  new  and  existing   standards,   protocols  and  platforms.   This
architecture   enables  JetForm's  products  to  surround  and  extend  multiple
operating systems, applications, business processes and data sources. Management
believes that JetForm's product capabilities significantly differentiate it from
its competitors.  By continuing to invest in research and  development,  JetForm
believes that it will extend its technological leadership in the market.

Products

The Company  offers  scaleable  e-process,  e-document  presentment  and e-forms
solutions for enterprises to adopt  e-business  models.  The JetForm solution is
comprised of a combination of software  products and  associated  implementation
and  support  services.  The  Company's  product  lines have been  designed  and
developed with a modular,  open-systems  architecture  and support many industry
standard  interfaces  to  e-mail,  groupware,   Internet/intranet  and  business
application  software.  The  Company's  products  are  sold  individually  or in
combination.  The actual price to an end user or reseller can vary substantially
from customer to customer  depending on location,  the number of licensed  users
and the combination of products and services to be provided.

e-Process
e-Process Framework - For companies who need to integrate multiple applications,
processes  and  people  from  their  brick  and  mortar  businesses  into  their
e-businesses,  the  e-process  framework  is an  XML-based,  process  automation
platform  that  allows  organizations  to  model,  deploy  and  manage  business
processes.  Unlike application  integration tools,  packaged applications or Web
development  tools, the framework  integrates people and processes with existing
systems and supports  multi-channel  delivery including the Internet,  wireless,
mobile and e-mail.


e-Document Presentment
Central and Central Pro - JetForm  Central and Central Pro provide  connectivity
to  line-of-business  applications for producing document output for print, fax,
e-mail and the Web. They combine an easy-to-use  design tool for the creation of
dynamic e-document templates.

Output  Pak for SAP R/3 -  JetForm's  Output Pak for SAP R/3  provides  document
output for SAP R/3  applications.  It expands the scope of R/3  applications  by
allowing  customers  to create and  integrate  e-forms  with their R/3  business
processes.   With  a  BAPI-certified  interface,  it  provides  a  flexible  and
cost-effective  way to create and maintain  forms  specifically  for the SAP R/3
environment.

Output Pak for Oracle - JetForm  Output  Pak for  Oracle  Applications  provides
document  output  from  Oracle  applications.  It  expands  the  scope of Oracle
Applications  by allowing  customers to create and integrate  e-forms with their
Oracle business processes.  With an Oracle CAI -certified interface, it provides
a flexible and  cost-effective way to create and maintain forms specifically for
the Oracle environment. It provides professional-looking output, readability for
users and a better corporate image for organizations.

Forms  Pak  for  PeopleSoft  Student  Administration  -  JetForm  Forms  Pak for
PeopleSoft Student  Administration  provides document output from the PeopleSoft
Student  Administration  module. It allows the higher-education  community using
PeopleSoft  Student  Administration   applications  to  output  line-of-business
documents such as U.S. federal government-compliant loan forms, student invoices
and financial award notices.

e-Forms
ReachForm  -  JetForm's  latest  e-Forms  technology,   ReachForm,  provides  an
intelligent  form filling  experience to everyone on the Internet  regardless of
browser type or computing  device,  with no download or plug-in.  A  single-form
template can be deployed to multiple platforms.

FormFlow99  -  JetForm's   FormFlow99  is  an  e-forms  solution  that  provides
application  interoperability,  zero  administration  capabilities,  process and
routing security, integration capabilities and applications functionality.

Pocket Form - JetForm Pocket Form, for the Microsoft  Windows Powered Pocket PC,
HPC and HPC Pro operating systems, enables mobile computing professionals to use
e-forms to  efficiently  collect data,  complete  business  transactions  with a
legally-binding signature and remotely initiate a workflow.  JetForm's e-process
framework   and  JetForm's   Pocket  Form  provide  an  enterprise   development
environment for mobile solutions.

Services

As at April  30,  2000,  the  Company  had a team of 120  professionals  who are
responsible  for  consulting,  custom  software  development,  forms  design and
technical support. Consulting services include assisting customers to configure,
implement and integrate the  Company's  products and, when  required,  customize
products and design  automated  processes to meet customers'  specific  business
needs. In addition, the Company offers e-forms design services. This broad range
of  services  provides  customers  with  the  ability  to  streamline   business
processes.

The Company also provides  customers  with ongoing  technical  support by way of
phone, fax and the Web. The technical  support team works closely with customers
to  diagnose  problems  and  address  system  integration  issues to ensure  the
customer  receives  the  full  benefit  of the  JetForm  solution.  The  Company
maintains  support  facilities that permit real-time  testing and replication of
customer  problems.  JetForm  operates two support  centers.  The Ottawa support
center provides coverage for North America while coverage for Europe is provided
out of the Dublin support center.  The Company's software products are typically
sold with annual  maintenance and support  contracts.  The annual service fee is
generally  18 per cent of the  corporate  price of the  software  purchased  and
entitles  the  customer to remote  support,  product  upgrades  and  maintenance
releases.  Maintenance  and  support  contracts  can  also be  tailored  to meet
customer-specific needs.

Sales, Marketing and Distribution

The Company's sales strategy is to achieve broad market penetration worldwide by
employing a sales force focused on sales to end users. JetForm also supports its
strategic partners  including systems  integrators,  consulting firms,  solution
partners, OEMs and international distributors.  The Company's marketing strategy
supports the various focuses of the sales force and includes market research and
industry analyst  relations;  targeted print,  Web and direct mail  advertising;
public relations activities,  lead-generating  events, seminars and conferences;
Web, multi-media and printed marketing collateral;  and field-focused  education
tools and communication.

The  Company's  sales force  operates  from 16 offices,  with five in the United
States near the following centers: Atlanta, Chicago, New York, San Francisco and
Washington; two in Canada and one in each of the United Kingdom, Dublin, France,
Germany,  Sweden,  Japan and China. The Company's sales force primarily  targets
Fortune  500  companies,  with a  particular  focus  on the  financial  services
industry,   ERP/manufacturing,   e-business,  commercial,  mid  market  and  the
government sector.  Trained in the Solution Selling  methodology,  the Company's
sales force builds on  relationships  with current clients while  increasing the
Company's presence in the e-business market and delivering business value to its
customers.

The JetForm Partner Program
Through JetForm's Partner Program, the Company is able to develop  relationships
with  organizations that provide  complementary  products and services extending
its reach and core  competencies.  The  Program  is  designed  for  medium-sized
integrators and large consulting firms that have a focus on implementing  and/or
developing  integrated  solutions.  JetForm  partners  with  different  types of
organizations  for  e-process,  e-document  presentment  and  e-forms  through a
variety of partner categories.

Solution Partners: Star IT, Enterprise Resolutions, Evergreen, Pro Technologies,
OrdiPlan, Calian Technologies

System Integrators: CGI, The Hunter Group, Core Technology Partners

OEM Partners:  Alltel, EDS, Unisys, Symix, Glovia, CMI, Teklynx, CSC, Dairyland,
3M

Technology Partners:  Microsoft, Entrust, PenOp, Silanis, VeriSign, SAP, Oracle,
PeopleSoft, JD Edwards, HP, Xerox, Zebra, Dazel, TopCall

Distributors: Ingram

Customers

The Company's customers include a wide variety of organizations with an emphasis
on the financial services industry and the government sector. The Company has an
international customer base with customers outside of North America representing
44 per cent of revenues for the year ended April 30,  2000,  and 31 per cent and
27 per cent of revenues  for the years ended April 30, 1999 and April 30,  1998,
respectively.  A  selected  list of users  of  JetForm's  e-process,  e-document
presentment and e-forms products is set forth below in the following table.

<TABLE>
<CAPTION>

                           North America                                  International
<S>                     <C>                                            <C>
Financial Services:     Bank of Montreal                               Australia and New Zealand Banking
                        Chase Manhattan                                   Group Limited
                        CIGNA Corp.                                    Commonwealth Bank of Australia
                        PaineWebber Incorporated                       Dresdner Bank
                        Prudential Real Estate and Relocation          Lloyds Bank
                           Services                                    National Australia Bank Limited
                        SAFECO                                         Union Bank of Switzerland
                        USERS Incorporated                             Nationwide Building Society
                        Wachovia Bank
                        Wells Fargo

Government:             Hydro-Quebec                                   Australian Department of Defence
                        Industry Canada                                Chinese Service Center for Scholarly
                        New Brunswick Dept. of Supply & Services       Exchange
                        U.S. Army                                      Frankfurt Airport Authority
                        U.S Army Medical Command                       Swedish Car Test
                        U.S. Department of the Treasury                Swedish Health Organization
                        U.S. Postal Service                            UK Department of Social Security (DSS)
                        U.S. Social Security Administration
                        Pennsylvania Department of Public Welfare
                        State of Wisconsin

Other:                  Kodak                                          DaimlerChrysler
                        Nestle                                         Ford Motor Company
                        GE Aircraft                                    Schindler Corp.
                        Dr Pepper/7Up                                  SNCF
                        Bombardier Inc.                                Volvo AB
                        Minnesota Mining and Manufacturing Co          Merck
                        Owens Corning                                  Axel Springer Verlag
                        Procter & Gamble Company

Technology:             Hewlett-Packard Company                        Siemens Nixdorf Informationssysteme AG
                        Microsoft Corporation
                        Symantec Corporation

</TABLE>

Product Development

As of April 30,  2000,  the  Company  employed  152 full time  employees  in its
research  and  development  group.  JetForm's  development  team is  engaged  in
development,  testing,  product management,  quality assurance and documentation
focused primarily on e-process,  e-document  presentment and e-forms and related
technologies.  The research and development team, located in Ottawa, consists of
people with a broad base of  experience  built  within  JetForm,  other  product
development companies and the IT industry. The Company's innovative research and
development  projects focus efforts in each of JetForm's global product lines to
take full advantage of Web-centric  solutions in the e-process market. This work
builds on the key strengths of the Company's  current  product  lines,  provides
maintenance and  enhancements for current product lines and integration with the
dynamic hardware and software technology environment.

Competition

The market for JetForm's  software and services is highly  competitive,  quickly
evolving  and  subject  to  rapid  technological   change.   Management  expects
competition to intensify in the future.  JetForm's potential competitors vary in
size and in the scope and breadth of the  products  and  services  offered.  The
Company's  competitors  fit into  three  separate  areas.  The first is  process
automation solutions from organizations such as Vitria and Staffware. The second
is electronic  document output from  organizations  such as Optio,  StreamServe,
Xenos and AFP Technology.  The third is electronic forms from organizations such
as Adobe, Cardiff, PureEdge and Shana.

Management  believes that JetForm is differentiated  relative to its competitors
due to its XML technology, which allows for integration between cross-functional
and cross-enterprise  applications,  and the end-to-end  automation solutions it
offers.  Management  believes  that,  to the  best  of its  knowledge,  none  of
JetForm's competitors provide all of this functionality.

Intellectual Property

The Company  distributes  its products under software  license  agreements  that
generally  grant  customers  perpetual  licenses to use,  rather  than own,  the
Company's products and that contain various provisions  protecting the Company's
ownership and confidentiality of the underlying  technology.  The source code of
the  Company's  products  is  protected  as a trade  secret  and as  unpublished
copyrighted work. The Company also periodically  obtains licenses to use or copy
software  written or supplied by third parties for inclusion  into or as part of
the functionality of the Company's products. Such licenses usually are perpetual
in  nature,  subject  to the  regular  payment of  royalties  by the  Company as
specified in the licenses and  generally on terms and  conditions  comparable to
those  terms on which the Company  licenses  its own  products.  The Company has
registered  JetForm  as a  trademark  in the  United  States  and Canada and has
applications  issued  or  pending  in all  foreign  countries  in  which  it has
distributor representation. The Company acquired, as part of the Delrina Assets,
all of Delrina's relevant trademarks including FormFlow.

Employees

As of April 30, 2000,  the Company had 549 employees of which 524 were full-time
employees.  Employees  include  152 in  research  and  development,  82 in North
American sales, 71 in international  sales, 30 in marketing,  120 in systems and
consulting services and 69 in management and internal corporate services. Of the
full-time  employees,  384 are  located in Canada,  39 are located in the United
States,  14 are located in the United Kingdom,  17 are located in France, 30 are
located in Ireland,  11 are located in Germany,  10 are located in Sweden, 3 are
located in China and 16 are located in Japan. None of the Company's employees is
represented  by a labor union or subject to a collective  bargaining  agreement,
and the Company believes that its relations with its employees are good.
<PAGE>

                                  RISK FACTORS

     In  considering  an  investment  in  the  securities  of  the  Company,   a
prospective purchaser should consider the following risk factors.

Variability in Quarterly Results

The Company's  revenues and  operating  results have varied  substantially  from
period to period.  Product  revenues  are  difficult to forecast due to the fact
that the Company's  sales cycle,  from initial trial to multiple copy  licenses,
varies  substantially  from  customer  to  customer.  The  sales  cycle  for the
Company's three lines of business; e-process, e-Document Presentment and e-forms
generally ranges from three to 18 months.  The Company has in the past relied to
a great extent on revenue  derived from small numbers of large product  licenses
in every  quarter.  Orders are  generally  filled when they are received and the
Company  does not operate  with a material  order  backlog.  Therefore,  product
revenues in any period are substantially  dependent on orders booked and shipped
or the fulfillment in that period of the Company's obligations under Irrevocable
Commitment  Licenses,   and  variations  in  the  timing  of  product  sales  or
fulfillment  of its  obligations  can cause  material  variations  in  operating
results from period to period. In addition, the Company typically has realized a
disproportionately  high amount of its  revenues and income in the last month of
each quarter and, as a result,  the magnitude of quarterly  fluctuations may not
become  evident until late in, or at the end of, a given  quarter.  Accordingly,
delays in product  delivery or in the closing of sales near the end of a quarter
could cause  quarterly  revenues and, to a greater degree,  net income,  to fall
substantially  short of anticipated  levels. Due to the foregoing  factors,  the
Company believes that period to period  comparisons of its operating results are
not necessarily  meaningful and that such  comparisons  cannot be relied upon as
indicators of future performance. There can be no assurance that future revenues
and operating results will not vary  substantially.  It is also possible that in
one or more quarters the Company's revenues or operating results will fall below
the  expectations of public market  analysts and investors.  In either case, the
price  of  the  Common  Shares  could  be  materially  adversely  affected.  See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations."

Competition

The market for JetForm's  software and services is highly  competitive,  quickly
evolving  and  subject  to  rapid  technological   change.   Management  expects
competition  to  intensify  in  the  future.  JetForm's  current  and  potential
competitors  vary in size and in the  scope  and  breadth  of the  products  and
services offered.  The Company's  competitors fit into three separate areas. The
first is process  automation  solutions  from  organizations  such as Vitria and
Staffware.  The second is electronic  document output from organizations such as
Optio, StreamServe, Xenos and AFP Technology. The third is electronic forms from
organizations such as Adobe, Cardiff, PureEdge and Shana.

Rapid Technological Change

The market for the Company's  products and services is  characterized by rapidly
changing technology,  evolving industry standards and new product introductions.
The Company's future success will depend in part upon its ability to enhance its
existing  products and services  and to develop and  introduce  new products and
services  to meet  changing  client  requirements.  The  process  of  developing
software  products  and  solutions  such as  those  offered  by the  Company  is
extremely complex and is expected to become  increasingly  complex and expensive
in the future with the introduction of new platforms and technologies. There can
be no assurance that the Company will  successfully  complete the development of
new products and solutions in a timely fashion or that the Company's  current or
future products and solutions will satisfy the future needs of its customers.

Management of Growth

The  Company  intends  to expand  its  worldwide  sales  force and  distribution
channels.   Rapid  growth,   including  geographic  expansion,   could  place  a
significant strain on the Company's management,  operations and other resources.
The Company's ability to manage its growth will require it to continue to invest
in its operations,  including its financial and management  information  systems
and controls, and to retain,  motivate and effectively manage its employees.  If
the Company's  management is unable to manage the Company's growth  effectively,
the quality of the  Company's  products and services,  the Company's  ability to
retain key personnel and its results of operations could be materially adversely
affected.

Third Party Dependence

The Company's ability to remain competitive and respond to technological  change
is in part dependent upon the products and services of third parties,  including
vendors of application  solutions.  In the event that the products of such third
parties  have design  defects or flaws,  or if such  products  are  unexpectedly
delayed in their introduction,  the Company's business,  financial condition and
results of operations could be materially adversely affected.

Dependence Upon Key Personnel

The success of the Company will be largely  dependent  on certain key  employees
including A. Kevin Francis,  its President and Chief Executive Officer. The loss
of the  services  of Mr.  Francis or certain  other key  employees  could have a
material adverse effect on the Company's  business and prospects.  The Company's
success is highly dependent on its continuing ability to identify,  hire, train,
retain and motivate highly qualified management,  technical, sales and marketing
personnel,   including   recently   appointed   officers  and  other  employees.
Competition  for such  personnel is intense,  and there can be no assurance that
the  Company  will be able to attract,  integrate  or retain  highly  qualified,
technical,  sales,  marketing  and  managerial  personnel  in  the  future.  The
inability to attract and retain the  necessary  management,  technical and sales
and marketing  personnel  could have a material  adverse effect on the Company's
business, financial condition and results of operations.

International Operations and Geographic Concentration

Sales  of the  Company's  products  outside  of the  United  States  and  Canada
represented  approximately  42% of the Company's  product  revenues for the year
ended April 30, 2000,  and  approximately  37% and 27% of the Company's  product
revenues for the years ended April 30, 1999 and 1998, respectively.  The Company
anticipates  that sales outside of the United States and Canada will continue to
account for a significant  portion of total revenue.  These revenues are subject
to certain  risks  including  exchange  rate  changes,  imposition of government
controls,  export license  requirements,  restrictions on the  import/export  of
technology,  political instability,  trade restrictions,  changes in tariffs and
taxes, differences in copyright protection and difficulties in managing accounts
receivable  and term accounts  receivable.  There can be no assurance that these
factors will not have a material  adverse effect on the Company's future results
of operations.

Exchange Rate Risks; Currency Fluctuations

Most of the Company's  revenues are  denominated in U.S.  dollars,  although the
Company's expenses are primarily incurred in Canadian dollars and it reports its
financial results in Canadian dollars. Fluctuations in the exchange rate between
the U.S. dollar and the Canadian dollar could have a material  adverse effect on
the Company's reported results.  As the Company continues to expand its European
and Rest of World  operations,  its risk exposure to  currencies  other than the
U.S. dollar and the Canadian dollar will also increase.

Reliance on Intellectual Property

The Company's success is heavily dependent upon its proprietary technology.  The
Company does not hold any patents relating to its software products. The Company
regards its software  products as  proprietary  and relies for  protection  upon
copyright, trademark and trade secret laws as well as restrictions on disclosure
and transferability contained in its software license agreements with customers.
In spite of these precautions, it may be possible for unauthorized third parties
to copy or otherwise  obtain and use the Company's  products or  technology.  In
addition,  effective  copyright,  trademark and trade secret  protection  may be
unavailable  or  limited  in  certain  foreign   countries.   The  Company  also
periodically  obtains  licenses to use or copy  software  written or supplied by
third parties for use in the Company's products. If such licenses are terminated
by such third parties,  there can be no assurance that any necessary licenses or
rights could be obtained on terms satisfactory to the Company to allow continued
use of such third party software which may be necessary for the functionality or
features of the Company's products.

Certain of the Company's software products and solutions could infringe existing
intellectual property rights of others. A number of companies, including leading
software  companies,  have obtained patents,  some of which could be found to be
infringed  by the  Company's  products and  solutions.  If any  infringement  of
intellectual  property rights does exist in JetForm's products,  there can be no
assurance  that the  necessary  licenses  or rights  could be  obtained on terms
satisfactory  to the Company or that the Company would not be required to modify
or discontinue  distributing  the  infringing  software  products.  A finding of
infringement  could have a material  adverse  effect on the Company's  business,
financial  condition and results of operations.  The threat or  commencement  of
litigation against the Company by third parties to enforce alleged  intellectual
property rights,  whether or not such intellectual  property rights are found to
exist or to have been  infringed by the Company,  could have a material  adverse
impact on the market  price of the Common  Shares,  could  prove  costly for the
Company to defend and could direct  significant  management  resources away from
the operations of the Company.

Product Defects and Product Liability

The Company's  software  products are highly complex and sophisticated and could
from time to time  contain  design  defects  or  software  errors  that could be
difficult to detect and correct.  Errors,  bugs or viruses may result in loss of
or delay in market  acceptance or loss of client data.  Although the Company has
not experienced  material adverse effects resulting from any software defects or
errors to date,  there can be no assurance that,  despite testing by the Company
and its clients,  errors will not be found in new  products.  In  addition,  the
Company  regularly  provides  a  warranty  with its  products.  There  can be no
assurance that the financial impact of these obligations will not be significant
in the future,  especially in the event of a major product defect. The Company's
products are used by many of its clients to perform mission critical  functions.
As a result, design defects,  software errors, misuse of the Company's products,
incorrect data from external sources or other potential  problems that may arise
from the use of the Company's  products  could result in claims for financial or
other  damages  from the  Company's  customers.  As is customary in the software
industry,  the Company does not maintain product liability  insurance.  Although
the Company's license agreements with its customers typically contain provisions
designed to limit the Company's  exposure to potential  claims,  such provisions
may not  effectively  protect  the  Company  against  such  claims  and  related
liabilities and costs. Accordingly, any such claim could have a material adverse
effect  upon  the  Company's  business,   financial  condition  and  results  of
operations.

Volatility of Stock Price

On the basis of the history of the trading  prices of the Common  Shares and the
stock  prices of other  technology  companies,  the  market  price of the Common
Shares may be highly  volatile  and may be  affected  by factors  other than the
Company's results. Factors such as announcements of technological innovations or
new products by the  Company's  competitors,  changes in the  conditions  of the
e-forms,  e-process and e-document presentment markets, changes in public market
analysts' expectations regarding future earnings and fluctuations in the rate of
exchange  between foreign  currencies and the Canadian dollar may have an impact
on the  market  price of the  Common  Shares.  In  addition,  general  economic,
political  and  market  conditions,  such  as  recessions,   economic  treaties,
elections or military  conflicts,  may adversely  affect the market price of the
Common Shares.

Item 2.  PROPERTIES

Facilities

The  following  table sets forth the  location of the  principal  offices of the
Company,  their uses,  and the lease  expiry  date.  The Company  considers  its
facilities to be in good condition. The specific location of these facilities is
not material to the Company's business.

<TABLE>
<CAPTION>
              Location                                       Use                                Lease Expiry
<S>                                   <C>                                                   <C>
Ottawa, Ontario, Canada               Executive offices,  customer support, consulting        September, 2006
                                      services, training services, sales, marketing and
                                      administration
Toronto, Ontario, Canada              Regional sales office                                    November, 2000
Falls Church, Virginia, USA           U.S. Government sales and marketing headquarters,         April, 2000
                                      regional sales
Dallas, Texas, USA                    Regional sales office                                    November, 2000
Mountain View, California, USA        Regional sales office                                    October, 2000

Oak Brook, Illinois, USA              Regional sales office                                      June, 2000
New York, New York, USA               Regional sales office                                     April, 2005
Atlanta, Georgia, USA                 Regional sales office                                    November, 2000
Boston, Massachusetts, USA            Regional Sales Office                                    December, 2000
Boulogne, France                      Regional sales office                                      July, 2002
Falkenberg, Sweden                    Regional sales office                                      June, 2000
Ratingen, Germany                     Regional sales office                                     April, 2002
Thames Valley, UK                     Regional Sales Office                                    November, 2000
Dublin, Ireland                       European Services Centre                                 January, 2024
Tokyo, Japan                          Asia Pacific Office                                      January, 2002
Beijing, China                        Regional sales office                                     March, 2000
</TABLE>

Item 3.  LEGAL PROCEEDINGS

   The Company is not a party to any material litigation.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   No matters  were  submitted to a vote of security  holders  during the fourth
quarter of the year ended April 30, 2000.
<PAGE>

                                    PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Price Range of Common Shares

    The Company's  Common Shares are quoted on the NASDAQ  National Market under
the symbol "FORM", the Pacific Stock Exchange under the symbol "JTF", and on The
Toronto Stock Exchange under the symbol "JFM".  The following  table sets forth,
for the periods  indicated,  the high and low closing sales prices of the Common
Shares as reported on the NASDAQ National Market.

                                                High         Low

Year Ended April 30, 1999
First Quarter.......................        US$22.88     US$15.63
Second Quarter......................           20.38        12.25
Third Quarter.......................           15.25         9.63
Fourth Quarter......................           11.63         3.13
Year Ended April 30, 2000
First Quarter.......................        US$ 5.12     US$ 3.12
Second Quarter......................            4.40         3.12
Third Quarter.......................            7.56         3.43
Fourth Quarter......................           12.31         5.12

Holders

As of July 20,  2000,  there  were 228  holders  of record of Common  Shares.  A
substantial  number of Common  Shares of the Company  are held by  depositories,
brokerage  firms and financial  institutions  in "street  name".  Based upon the
number of  annual  reports  and proxy  statements  requested  by such  nominees,
management of the Company  estimates that there are more than 16,500  beneficial
holders of Common Shares.

Dividends

During the fiscal years ended April 30, 2000, 1999 and 1998, the Company did not
declare or pay cash  dividends  on its Common  Shares,  and does not  anticipate
paying any  dividends in the  foreseeable  future,  but intends to retain future
earnings for reinvestment to finance its business.

Limitations Affecting Security Holders

There is no law or government  decree or regulation in Canada that restricts the
export or import of capital, or affects the remittances of dividends,  insurance
or other  payments to a  non-resident  holder of Common  Shares,  other than the
withholding tax requirements described below.

Taxation

The following  discussion  summarizes certain tax considerations  relevant to an
investment by individuals  and  corporations  who, for income tax purposes,  are
resident in the United  States and not in Canada,  hold Common Shares as capital
property,  and do not use or hold the  Common  Shares in  carrying  on  business
through a permanent  establishment  or in connection with a fixed base in Canada
(collectively,  "Unconnected US Shareholders"). The Canadian tax consequences of
an  investment  in the Common  Shares by investors  who are not  Unconnected  US
Shareholders may be expected to differ  substantially  from the tax consequences
discussed herein.  The discussion is based upon the provisions of the Income Tax
Act  (Canada)  (the "Tax Act"),  the  Convention  between  Canada and the United
States  of  America  with  respect  to  taxes  on  Income  and on  Capital  (the
"Convention")  and the  published  administrative  practices of Revenue  Canada,
Taxation  and  judicial  decisions,  all of which are  subject to  change.  This
discussion  does not take into account the tax laws of the various  provinces or
territories of Canada.

This  discussion  is intended to be a general  description  of the  Canadian tax
considerations  and does not take into account the individual  circumstances  of
any particular shareholder.

Any  cash  dividends  and  stock  dividends  on the  Common  Shares  payable  to
Unconnected US  Shareholders  generally will be subject to Canadian  withholding
tax. Under the Convention,  the rate of withholding tax generally  applicable to
Unconnected  US  Shareholders  is 15%. In the case of a United States  corporate
shareholder  owning  10% or  more  of the  voting  shares  of the  Company,  the
applicable withholding tax under the Convention is 5%. Capital gains realized on
the  disposition  of Common Shares by Unconnected  US  Shareholders  will not be
subject to tax under the Tax Act unless such Common Shares are taxable  Canadian
property  within the meaning of the Tax Act. Common Shares will generally not be
taxable Canadian  property to a holder unless,  at any time during the five-year
period immediately preceding a disposition, the holder, or persons with whom the
holder did not deal at arm's length,  or any combination  thereof,  owned 25% or
more of the issued  shares of any class or series of the Company.  If the Common
Shares are considered taxable Canadian property to a holder, the Convention will
generally  exempt  Unconnected  US  Shareholders  from tax  under the Tax Act in
respect of a disposition  of Common  Shares  provided the value of the shares of
the Company is not derived  principally  from real property  situated in Canada.
Neither Canada nor any province  thereof  currently  imposes any estate taxes or
succession duties.

Item 6.  SELECTED FINANCIAL DATA

The selected consolidated  financial data as at and for each of the years in the
five year period  ended April 30, 2000,  have been  derived  from the  Company's
audited Consolidated Financial Statements and Notes thereto, included in Item 8.
"Financial Statements and Supplementary Data", and should be read in conjunction
therewith.

The Consolidated Financial Statements are prepared on the basis of U.S. GAAP and
are expressed in Canadian  dollars.  See Item 7.  "Management's  Discussion  and
Analysis of Financial Condition and Results of Operations."

<TABLE>
<CAPTION>
                                                               Year ended April 30,
                                   -----------------------------------------------------------------------------
                                     2000            1999               1998             1997             1996
                                   ---------      -----------      -----------      ------------     -----------
                                      (in thousands of Canadian dollars, except share and per share amounts)
<S>                                <C>             <C>              <C>               <C>             <C>
Statement of Operations Data:
Revenues
Product.........................   $ 52,583        $ 66,662         $ 74,781          $ 54,935        $ 31,600
Service.........................     41,734          47,550           36,446            21,679          11,855
                                   ---------      -----------      -----------      ------------     -----------
                                     94,317         114,212          111,227            76,614          43,455
                                   ---------      -----------      -----------      ------------     -----------
Costs and expenses
Cost of product.................     12,053           9,164            7,539             4,677           2,491
Cost of service.................     12,373          19,058           15,259            10,805           6,125
Sales and marketing.............     45,097          53,315           40,214            29,140          16,697
General and administrative......     12,168          10,722            9,846             8,618           5,513
Research and development........     15,423          15,384           10,620             7,422           3,905
Depreciation and
amortization....................     10,300          11,568           11,631             8,190           3,593
Gain on sale of assets(1).......     (1,813)             --               --                --              --
Restructuring(2)................     (1,106)         30,503               --                --              --
Repurchase of Moore
Options(3)......................         --              --               --            47,084              --
In process research and
development(4)..................         --              --               --           106,962              --
                                   ---------      -----------      -----------      ------------     -----------
                                    104,495         149,714           95,109           222,898          38,324
                                   ---------      -----------      -----------      ------------     -----------
Operating income (loss).........    (10,178)        (35,502)          16,118          (146,284)          5,131
Investment and other income
(expense).......................      3,163           3,815           (3,564)           (2,003)          1,466
                                   ---------      -----------      -----------      ------------     -----------
Income (loss) before taxes......     (7,015)        (31,687)          12,554          (148,287)          6,597
Provision for (recovery of)
income taxes....................      1,086          (2,552)           1,690               193           2,449
                                   ---------      -----------      -----------      ------------     -----------
Net income (loss)...............   $ (8,101)       $(29,135)        $ 10,864        $ (148,480)         $4,148
                                   =========      ===========      ===========      ============     ===========
Basic  income (loss) per
share...........................
Net income (loss) per
share...........................    $ (0.41)         $(1.47)          $ 0.65          $ (10.03)         $ 0.39
Weighted average number of
shares..........................  19,915,893     19,826,057       16,622,835        14,796,852      10,650,807
Fully diluted income (loss) per
share...........................
Net income (loss) per
share...........................    $ (0.41)         $(1.47)          $ 0.62          $ (10.03)         $ 0.34
Weighted average number of
shares..........................  19,915,893      19,826,057       17,615,595        14,796,852      12,137,946
</TABLE>

(1)  On May 1, 1999 the Company sold all of the Common and  Preferred  shares of
     its  multimedia  subsidiary,  Why  Interactive,  to a third party for total
     consideration of $6.4 million.

(2)  On March 17, 1999 the Company announced a restructuring plan which included
     the  write-down  of certain  capital  assets,  reductions  in the number of
     employees,  closure of certain  facilities  and other costs  totaling $30.5
     million.  See Note 15 to the  Consolidated  Financial  Statements  included
     elsewhere  in this Form  10-K.  During the year  ended  April 30,  2000 the
     Company was  successful  in reducing  its total  expected  liability  under
     facilities leases and severance arrangements by $ 1.1 million.

(3)  Effective  June 27, 1996,  the Company  repurchased  the Moore  options for
     consideration  of US$34.0  million,  paid for by the  issuance of 1,813,334
     Common Shares.

(4)  On September 10, 1996, the Company  acquired certain assets including title
     to intellectual  property,  that were formerly part of the E-Forms software
     group of Delrina  Corporation.  During the year ended April 30,  1997,  the
     Company recorded a non-recurring  charge of $107.0 million for purchased in
     process research and development relating to this acquisition.

<TABLE>
<CAPTION>
                                                                       As at April 30,
                                          ---------------------------------------------------------------------------
                                            2000             1999             1998           1997             1996
                                          ----------     -----------      -----------     -----------     -----------
                                                             (in thousands of Canadian dollars)

<S>                                        <C>             <C>             <C>             <C>             <C>
Balance Sheet Data:
Cash and cash equivalents...............   $42,092         $47,262         $ 91,604        $ 34,450        $ 20,198
Accounts receivable.....................    21,416          29,274           31,347          24,276           8,482
Term accounts receivable................     5,466          19,576           13,187          11,676          11,260
Working capital.........................    33,568          43,744           70,370          30,409          29,716
Total assets............................   121,336         156,705          216,567         142,988          88,879
Long term debt including current
maturities..............................    10,000          32,557           73,404         101,518              --
Shareholders' equity....................    76,302          84,930          112,149          16,089          67,033
</TABLE>

The Company publishes its consolidated financial statements in Canadian dollars.
The following  table sets forth,  for the periods  indicated,  certain  exchange
rates based on the exchange  rates  reported by the Federal  Reserve Bank of New
York as the noon buying  rates in New York City for cable  transfers  in foreign
currencies,  as certified for customs  purposes (the "Noon Buying  Rate").  Such
rates  quoted are the number of U.S.  dollars  per  Canadian  dollar and are the
inverse of the Noon Buying Rate.

<TABLE>
<CAPTION>

                                           Year ended April 30,
                    ---------------------------------------------------------------------
                        2000          1999          1998           1997           1996
                    -----------   -----------   -----------    -----------    -----------
<S>                  <C>           <C>            <C>            <C>            <C>
High.......          US$0.6969     US$0.6882      US$0.7317      US$0.7513      US$0.7527
Low........             0.6607        0.6341         0.6832         0.7145         0.7224
Average(1).             0.6803        0.6601         0.7093         0.7329         0.7344
Period End.             0.6748        0.6863         0.6992         0.7157         0.7342
</TABLE>

(1) The average of the month-end exchange rates during such periods.

Item 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Introduction

The  following  discussion of the  Company's  results of  operations  and of its
liquidity  and  capital  resources  should  be  read  in  conjunction  with  the
information contained in the Consolidated Financial Statements and related Notes
thereto.  The following  discussion provides a comparative  analysis of material
changes for the years  ended April 30,  2000,  1999 and 1998,  in the  financial
condition and results of operations of the parent  company  ("JetForm")  and its
wholly-owned subsidiaries: JetForm Corporation (a Delaware corporation), JetForm
Pacific  Pty Limited  ("JetForm  Pacific"),  JetForm  Scandinavia  AB  ("JetForm
Nordic"),  JetForm France SA ("JetForm  France"),  JetForm UK Limited  ("JetForm
UK"), JetForm Deutschland GmbH ("JetForm Germany"), JetForm Technologies Limited
("JetForm  Ireland"),  JetForm Japan K.K.  ("JetForm Japan") and JetForm PTE Ltd
("JetForm   Singapore").   JetForm  and  its   wholly-owned   subsidiaries   are
collectively referred to herein as the "Company".

Results of Operations

The Company's  revenues and  operating  results have varied  substantially  from
period to period. With the exception of its consulting  services operation,  the
Company has  historically  operated  with little  backlog of orders  because its
software  products are  generally  shipped as orders are  received.  The Company
records  product revenue from packaged  software and irrevocable  commitments to
purchase  products  when  persuasive  evidence  of an  arrangement  exists,  the
software  product  has been  shipped,  there  are no  significant  uncertainties
surrounding  product  acceptance,  the  fees  are  fixed  and  determinable  and
collection is considered probable. As a result, product revenue in any period is
substantially  dependent on orders  booked and shipped in that period and on the
receipt  of  irrevocable  commitment  license  agreements.  Product  revenue  is
difficult  to forecast  due to the fact that the  Company's  sales  cycle,  from
initial trial to multiple copy licenses,  varies  substantially from customer to
customer.  As a result,  variations  in the  timing of  product  sales can cause
significant  variations  in  operating  results  from period to period.  Product
revenue represented 56% of total revenue for the year ended April 30, 2000.

Service  revenue  primarily  consists  of  consulting  services,   training  and
technical support. Consulting services include assisting customers to configure,
implement and integrate the  Company's  products and, when  required,  customize
products and design  automated  processes to meet customers'  specific  business
needs. Service revenue represented 44% of total revenue for the year ended April
30, 2000.

Costs and expenses are comprised of cost of product, cost of service,  sales and
marketing,  general and administrative,  research and development,  depreciation
and  amortization  and other expenses.  Cost of product  consists of third party
commissions, the cost of disks, manuals, packaging, freight, royalty payments to
vendors  whose  software  is bundled  with  certain  products,  amortization  of
deferred product development costs and provisions for bad debts. Cost of service
includes all costs of providing technical support, training,  consulting, custom
forms  development and  application  development  services.  Sales and marketing
expenses are principally  related to salaries and commissions  paid to sales and
marketing personnel and the cost of marketing programs. Research and development
expenses include  personnel and occupancy costs as well as the costs of software
development,  testing, product management,  quality assurance and documentation.
Depreciation  and amortization  includes  depreciation and amortization of fixed
assets and  amortization  of other  assets,  goodwill  and  distribution  rights
relating  to  various   acquisitions.   The  Company   amortizes   goodwill  and
distribution  rights over their expected useful lives. The Company  periodically
reviews  the  carrying  value of its  capital  assets.  Any  impairments  in the
carrying value are recognized at that time.

The  following  table  sets  forth,  on a  comparative  basis  for  the  periods
indicated,  the components of the Company's  product margin,  service margin and
product and service margin:

<TABLE>
<CAPTION>

                                                          Year ended April 30,
                               ----------------------------------------------------------------------------
                                       2000                       1999                       1998
                               ----------------------    ------------------------    ----------------------
                                                   (in thousands of Canadian dollars)
<S>                              <C>            <C>        <C>              <C>        <C>            <C>
Product revenue....              $52,583        100%       $66,662          100%       $74,781        100%
Cost of product....               12,053         23%         9,164           14%         7,539         10%
                               ----------    --------    ----------    ----------    ----------   ---------
Product margin.....              $40,530         77%       $57,498           86%       $67,242         90%
                               ==========    ========    ==========    ==========    ==========   =========

Service revenue....              $41,734        100%       $47,550          100%       $36,446        100%
Cost of service....               12,373         30%        19,058           40%        15,259         42%
                               ----------    --------    ----------    ----------    ----------   ---------
Service margin.....              $29,361         70%       $28,492           60%       $21,187         58%
                               ==========    ========    ==========    ==========    ==========   =========

Total revenue......             $ 94,317        100%      $114,212          100%      $111,227        100%
Costs of product and service      24,426         26%        28,222           25%        22,798         20%
                               ----------    --------    ----------    ----------    ----------   ---------
Product and service margin       $69,891         74%       $85,990           75%      $ 88,429         80%
                               ==========    ========    ==========    ==========    ==========   =========
</TABLE>

The following table presents, for the periods indicated,  consolidated statement
of operations data expressed as a percentage of total revenues:

<TABLE>
<CAPTION>
                                                                Year ended April 30,
                                                    ---------------------------------------------
                                                        2000            1999           1998
                                                    -------------    ------------    ------------
      <S>                                                    <C>             <C>             <C>
      REVENUES
        Product................................              56%             58%             67%
        Service................................              44%             42%             33%
                                                    -------------    ------------    ------------
                                                            100%            100%            100%
                                                    -------------    ------------    ------------
      COSTS AND EXPENSES
        Cost of product........................              13%              8%              7%
        Cost of service........................              13%             17%             14%
        Sales and marketing....................              48%             47%             36%
        General and administrative.............              13%              9%              9%
        Research and development...............              16%             13%             10%
        Depreciation and amortization..........              11%             10%             10%
        Gain on sale of assets.................              -2%              --              --
       Restructuring...........................              -1%             27%              --
                                                    -------------    ------------    ------------
                                                            111%            131%             86%
                                                    -------------    ------------    ------------
      OPERATING INCOME (LOSS)..................             -11%            -31%             14%
      Interest and other income (expense)......               3%              3%             -3%
                                                    -------------    ------------    ------------
      INCOME (LOSS) BEFORE TAXES...............              -7%            -28%             11%
      Provision for income taxes...............              -1%              2%             -2%
                                                    -------------    ------------    ------------
      NET INCOME (LOSS)........................              -9%            -26%             10%
                                                    =============    ============    ============
</TABLE>

The following table provides  details of product  revenue by geographic  segment
and, within Canada and the United States of America, by distribution channel:

<TABLE>
<CAPTION>
                                                Year ended April 30,                     Period to Period Increase
                                                                                                (Decrease)
                                       ----------------------------------------     ------------------------------------
                                         2000          1999           1998           1999 to 2000         1998 to 1999
                                       ----------    ----------    ------------     ---------------      ---------------
                                            (in thousands of Canadian dollars)
<S>                                     <C>           <C>             <C>                     <C>                  <C>
Product revenue by region
United States and Canada                $ 30,294      $ 42,286        $ 54,226                -28%                 -22%
Europe                                    18,076        20,051          16,832                -10%                  19%
Rest of World                              4,213         4,325           3,723                 -3%                  16%
                                       ----------    ----------    ------------
                                        $ 52,583      $ 66,662        $ 74,781                -21%                 -11%
                                       ==========    ==========    ============

Product revenue by channel in the
United States and Canada
Reseller and OEM                        $ 17,555      $ 24,779        $ 36,614                -29%                 -32%
Direct Sales                              12,739        17,507          17,612                -27%                  -1%
                                       ----------    ----------    ------------
                                        $ 30,294      $ 42,286        $ 54,226                -28%                 -22%
                                       ==========    ==========    ============
</TABLE>

Year Ended April 30, 2000, Compared to the Year Ended April 30, 1999

Revenues

Total Revenues: Total revenues decreased 17% to $94.3 million for the year ended
April 30, 2000,  from $114.2  million for the year ended April 30,  1999.  Total
revenues  consisted of 56% product  revenue and 44% service revenue for the year
ended April 30, 2000.

Product  Revenue:  Product  revenue  decreased 21% to $52.6 million for the year
ended April 30,  2000,  from $66.7  million  for the year ended April 30,  1999.
Product revenue derived from North America, Europe and Rest of World represented
58%, 34% and 8%,  respectively,  of product revenue for the year ended April 30,
2000, as compared to 63%, 30% and 7%,  respectively,  of product revenue for the
year ended April 30, 1999.

The Company  attributes  the decrease in product  revenue  primarily to external
market  factors  including the Year 2000 issue,  a shift towards  Internet based
solutions from  traditional  client/server  solutions,  and the emergence of new
competitors.

The Year 2000 issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date  sensitive  systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information using
Year 2000 dates is processed.  As a result, the Company's primary customer base,
large financial services  organizations and government agencies,  who are deeply
affected  by the Year 2000  problem due to their  reliance on computer  systems,
focused their information  technology resources on ensuring Year 2000 readiness.
This had an impact on the Company's  ability to sell enterprise wide licenses to
these customers during the years ended April 30, 2000 and 1999.

The Company also experienced a shift of focus by its customers to Internet-based
solutions from more traditional client/server solutions and the emergence of new
competitors  in the  areas  of  process  automation,  document  presentment  and
pre-packaged  solutions.  The Company has developed a comprehensive  strategy to
address the market for Internet-based solutions and the increase in competition.
However,  there can be no assurance that revenue derived from this strategy will
be sufficient to offset the decrease in revenue from the Company's client/server
products.

Product  revenue  derived from North America  decreased 28% to $30.3 million for
the year ended April 30, 2000,  from $42.3  million for the year ended April 30,
1999.  Reseller and OEM sales,  which  represented 58% of North American product
revenue,  decreased 29% to $17.6 million for the year ended April 30, 2000, from
$24.8  million for the year ended April 30,  1999.  Product  revenue from direct
sales, which represented 42% of North American product revenue, decreased 27% to
$12.7 million for the year ended April 30, 2000, from $17.5 million for the year
ended April 30, 1999.

Product revenue derived from Europe  decreased 10% to $18.1 million for the year
ended April 30,  2000,  from $20.1  million  for the year ended April 30,  1999,
primarily due to decreased license revenue from Germany and Sweden.

Product  revenue derived from Rest of World decreased 3% to $4.2 million for the
year ended April 30, 2000,  from $4.3 million for the year ended April 30, 1999,
primarily due to decreased license revenue from Australia.

Service  Revenue:  Service  revenue  decreased 12% to $41.7 million for the year
ended April 30, 2000,  from $47.6 million for the year ended April 30, 1999. For
the year ended April 30, 2000,  maintenance and support revenue increased 10% to
$24.2  million  from  $21.9  million  for the year  ended  April 30,  1999.  The
Company's  consulting  revenue decreased 31% to $17.5 million for the year ended
April 30, 2000,  from $25.6  million for the year ended April 30, 1999.  For the
year ended April 30,  1999,  consulting  revenue  included  $4.0  million from a
former subsidiary of the Company,  Why Interactive,  which was sold in May 1999.
Excluding  revenue  from Why  Interactive,  consulting  revenue  decreased  19%,
primarily due to the general decrease in product sales and resulting  consulting
engagements.

Costs and Expenses

Total Costs and Expenses:  Total costs and expenses were $104.5  million for the
year ended April 30,  2000,  a decrease of 30% from $149.7  million for the year
ended April 30, 1999.  Excluding  non-recurring  items of $2.9 million in fiscal
year 2000 and $30.5 million in fiscal year 1999, costs and expenses for the year
ended April 30, 2000, decreased by 10%.

Cost of Product:  Cost of product  increased  32% to $12.1  million for the year
ended April 30,  2000,  from $9.2  million  for the year ended  April 30,  1999,
primarily  as a result of an increase in  provisions  for bad debts.  During the
year ended April 30, 2000, the Company  provided for two large  accounts,  which
amounted to $1.7 million. The product margin decreased to 77% for the year ended
April 30,  2000,  from 86% for the year ended April 30, 1999,  primarily  due to
lost economies of scale  resulting from the decrease in product  revenue and the
bad debt provisions.

Cost of Service:  Cost of service  decreased  35% to $12.4  million for the year
ended April 30,  2000,  from $19.1  million  for the year ended April 30,  1999,
primarily  as a result of a decrease in the number of employees  resulting  from
the Company's  restructuring  in the fourth  quarter of fiscal year 1999 and the
sale of Why Interactive in May 1999. The service margin increased to 70% for the
year ended April 30, 2000, from 60% for the year ended April 30, 1999, primarily
as  a  result  of  the  increased   maintenance  and  support   revenue,   which
traditionally has higher margins than other services.

Costs of Product and  Service:  Costs of product and  service  decreased  13% to
$24.4 million for the year ended April 30, 2000, from $28.2 million for the year
ended April 30, 1999.  Product and service margin  decreased to 74% for the year
ended April 30, 2000, from 75% for the year ended April 30, 1999.

Sales and Marketing: Sales and marketing expenses decreased 15% to $45.1 million
for the year ended  April 30,  2000 from $53.3  million for the year ended April
30,  1999,  primarily  as a result of a  decrease  in the  number  of  employees
resulting from the Company's  restructuring in the fourth quarter of fiscal year
1999.  The Company  expects to expand its direct and indirect sales force during
fiscal  year  2001.  As a  percentage  of total  revenues,  sales and  marketing
increased to 48% for the year ended April 30, 2000,  from 47% for the year ended
April 30, 1999.

General and Administrative: General and administrative expenses increased 13% to
$12.2 million for the year ended April 30, 2000, from $10.7 million for the year
ended April 30, 1999,  primarily due to  approximately  $2.3 million relating to
the write-off of an investment  and the  departure of certain  executives.  As a
percentage of total revenues,  general and administrative  expenses increased to
13% for the year ended  April 30,  2000,  from 9% for the year  ended  April 30,
1999. Excluding these charges,  general and administrative expenses decreased 8%
to $9.9  million for the year ended April 30,  2000.  As a  percentage  of total
revenues,  general and  administrative  expense  (excluding  the  write-off  and
departure charges) was 10% for the year ended April 30, 2000, compared to 9% for
the year ended April 30, 1999.

Research and Development: Research and development expenses remained constant at
$15.4 million for both the years ended April 30, 2000 and 1999.  During both the
years  ended  April 30,  2000,  and  April 30,  1999,  the  Company  capitalized
approximately  $3.6  million  of  software   development  costs.   Research  and
development expense was 29% and 23% of product revenue for the years ended April
30, 2000 and 1999, respectively.

Depreciation and  Amortization:  Depreciation and amortization  decreased 11% to
$10.3 million for the year ended April 30, 2000, from $11.6 million for the year
ended  April  30,  1999,  primarily  as a result of the  write  down of  certain
intangible assets in the fourth quarter of fiscal year 1999.

Restructuring:  During the year ended April 30, 2000, the Company was successful
in reducing its total expected  liability under facilities  leases and severance
arrangements by approximately $1.1 million.

Gain on sale of  assets:  In May,  1999 the  Company  sold all of the Common and
Preferred shares of its multimedia subsidiary, Why Interactive, to a third party
for $6.4 million in cash, debt and convertible  debt. This resulted in a gain of
$1.8  million.  As at April 30, 2000,  the Company had received all amounts owed
from the third party.

Operating  Income  (Loss):  Operating  loss was $10.2 million for the year ended
April 30, 2000, compared to $35.5 million for the year ended April 30, 1999.

Investment  and Other  Income  (Expense):  Investment  and other income was $3.2
million for the year ended April 30, 2000, compared to $3.8 million for the year
ended April 30, 1999, primarily due to a decrease in interest income offset by a
gain of $1.5 million from the sale of securities.

Provision for Income Taxes:  The Company recorded a provision for current income
taxes of $1.1 million for the year ended April 30, 2000, compared to a provision
for current  income taxes of $2.1 million and a recovery of deferred  income tax
of $4.6 million for the year ended April 30, 1999.

Year Ended April 30, 1999, Compared to the Year Ended April 30, 1998

Revenues

Total Revenues: Total revenues increased 3% to $114.2 million for the year ended
April 30, 1999,  from $111.2  million for the year ended April 30,  1998.  Total
revenues  consisted of 58% product  revenue and 42% service revenue for the year
ended April 30, 1999.

Product  Revenue:  Product  revenue  decreased 11% to $66.7 million for the year
ended April 30,  1999,  from $74.8  million  for the year ended April 30,  1998.
Product revenue derived from North America, Europe and Rest of World represented
63%, 30% and 7%,  respectively,  of product revenue for the year ended April 30,
1999, as compared to 72%, 23% and 5%,  respectively,  of product revenue for the
year ended April 30, 1998.

The Company  attributes  the decrease in product  revenue  primarily to external
market  factors  including the Year 2000 issue,  a shift towards  Internet based
solutions  from  traditional  client/server  solutions  and the emergence of new
competitors selling pre-packaged solutions.

Product  revenue  derived from North America  decreased 22% to $42.3 million for
the year ended April 30, 1999,  from $54.2  million for the year ended April 30,
1998.  Reseller and OEM sales,  which  represented 59% of North American product
revenue,  decreased 32% to $24.8 million for the year ended April 30, 1999, from
$36.6 million for the year ended April 30, 1998,  primarily  due to  significant
sales from U.S. government resellers and minimum commitments for resale by Moore
Corporation  Limited in fiscal year 1998.  Product  revenue  from direct  sales,
which  represented 41% of North American product revenue,  decreased 1% to $17.5
million for the year ended April 30, 1999, from $17.6 million for the year ended
April 30, 1998.

Product revenue derived from Europe  increased 19% to $20.1 million for the year
ended April 30,  1999,  from $16.8  million  for the year ended April 30,  1998,
primarily due to increased license revenue from Germany.

Product revenue derived from Rest of World increased 16% to $4.3 million for the
year ended April 30, 1999,  from $3.7 million for the year ended April 30, 1998,
primarily due to increased license revenue from Japan.

Service  Revenue:  Service  revenue  increased 30% to $47.6 million for the year
ended April 30, 1999,  from $36.4 million for the year ended April 30, 1998. For
the year ended April 30, 1999,  maintenance and support revenue increased 25% to
$21.9  million  from  $17.5  million  for the year  ended  April 30,  1998.  The
Company's  other  service  revenue  increased  35% to $25.6 million for the year
ended April 30, 1999, from $19.0 million for the year ended April 30, 1998.

Costs and Expenses

Total Costs and Expenses:  Total costs and expenses were $149.7  million for the
year ended April 30,  1999,  an increase of 57% from $95.1  million for the year
ended April 30, 1998.  Excluding the provision for restructuring  costs of $30.5
million, costs and expenses for the year ended April 30, 1999, increased by 25%.

Cost of  Product:  Cost of product  increased  22% to $9.2  million for the year
ended  April 30,  1999 from $7.5  million  for the year  ended  April 30,  1998,
primarily as a result of an increase in third party  royalties and  amortization
of deferred development costs. For the year ended April 30, 1999, total deferred
costs charged to cost of product increased to $3.3 million from $2.2 million for
the year ended April 30, 1998. The product margin  decreased to 86% for the year
ended April 30, 1999 from 90% for the year ended April 30, 1998,  primarily  due
to lost economies of scale resulting from the decrease in product revenue.

Cost of Service.  Cost of service  increased  25% to $19.1  million for the year
ended April 30,  1999,  from $15.3  million  for the year ended April 30,  1998,
primarily as a result of an increase in the number of employees, particularly in
Ireland,  due to the expansion in the Company's  service  revenues.  The service
margin increased to 60% for the year ended April 30, 1999, from 58% for the year
ended  April  30,  1998,  primarily  as a result of  gained  economies  of scale
resulting from increased maintenance and support revenue.

Costs of Product and  Service:  Costs of product and  service  increased  24% to
$28.2 million for the year ended April 30, 1999, from $22.8 million for the year
ended April 30, 1998.  Product and service margin  decreased to 75% for the year
ended April 30, 1999, from 80% for the year ended April 30, 1998.

Sales and Marketing: Sales and marketing expenses increased 33% to $53.3 million
for the year ended April 30, 1999,  from $40.2  million for the year ended April
30,  1998,  primarily  as a result  of  increased  sales  and  marketing  staff,
commission  rates and  general  marketing  activity.  As a  percentage  of total
revenues,  sales and  marketing  increased  to 47% for the year ended  April 30,
1999, from 36% for the year ended April 30, 1998.

General and Administrative:  General and administrative expenses increased 9% to
$10.7 million for the year ended April 30, 1999,  from $9.8 million for the year
ended  April  30,  1998,  primarily  due to  increased  spending  on  management
information systems and facilities.  As a percentage of total revenues,  general
and  administrative  remained  constant at 9% for the years ended April 30, 1999
and 1998.

Research and  Development:  Research and development  expenses  increased 45% to
$15.4 million for the year ended April 30, 1999, from $10.6 million for the year
ended April 30,  1998,  primarily  due to an increase in the number of employees
and related  costs.  During the years ended April 30, 1999 and 1998, the Company
capitalized  approximately  $3.6  million  and $2.8  million,  respectively,  of
software development costs. Research and development expense were 23% and 14% of
product revenue for the years ended April 30, 1999 and 1998, respectively.

Depreciation and Amortization:  Depreciation and amortization  remained constant
at $11.6 million for both the year ended April 30, 1999 and 1998, primarily as a
result of increased  purchases of computer equipment and leasehold  improvements
offset by the write-down of certain assets relating to the  restructuring of the
Company.

Restructuring:  During the year ended April 30,  1999,  the  Company  recorded a
provision for  restructuring  costs of $30.5  million.  The  restructuring  plan
announced   by  the   Company   included:   i)   consolidation   of   management
responsibilities   and  reduction  in   headcount;   ii)  closure  of  redundant
facilities;  iii)  reduction in the  carrying  value of certain  capital  assets
primarily related to past acquisitions;  and iv) cancellation of trade shows and
other commitments.

Operating  Income  (Loss):  Operating  loss was $35.5 million for the year ended
April 30, 1999, compared to operating income of $16.1 million for the year ended
April  30,  1998,  primarily  due  to the  provision  for  restructuring  costs.
Excluding this charge,  operating loss was $5.0 million for the year ended April
30, 1999.

Investment  and Other Income:  Investment  and other income was $3.8 million for
the year  ended  April 30,  1999,  compared  to a net  interest  expense of $3.6
million  for the year ended  April 30,  1998  primarily  due to a  reduction  in
interest charges on the Delrina  obligation and an increase in investment income
on cash and cash  equivalents.  On February  12,  1998,  the Company and Delrina
re-negotiated  certain terms of the asset purchase agreement whereby the Company
agreed to accelerate  payment of its obligation in consideration for a reduction
in the effective interest rate which resulted in a reduction of imputed interest
charges (see "Liquidity and Capital Resources - Delrina  Obligation").  In April
1998,  the Company  received net proceeds of $63.7  million from the issuance of
2.2 million special warrants to Canadian investors.

Income Taxes:  The Company recorded a provision for current income taxes of $2.1
million and a recovery of deferred income tax of $4.6 million for the year ended
April 30, 1999, compared to a provision for current income taxes of $2.0 million
and a recovery of deferred  income tax of $355,000  for the year ended April 30,
1998.  As at April 30,  1999,  the  Company  had a  deferred  tax asset of $56.8
million  primarily made up of deductible  temporary  differences  related to the
Delrina Assets and the provision for  restructuring  costs. The Company believes
sufficient  uncertainty  exists regarding the realizability of this net deferred
tax asset such that a valuation allowance of $49.2 million has been applied.

Liquidity and Capital Resources

As at April 30,  2000,  and April 30,  1999,  the Company had $42.1  million and
$47.3 million of cash and cash equivalents  respectively.  During the year ended
April 30,  2000,  the  Company's  cash and cash  equivalents  decreased  by $5.2
million, primarily due to five payments to Delrina totaling $22.6 million offset
by cash generated by operations,  the sale of certain accounts  receivable,  and
the proceeds from sales of other assets.

Operations

The Company  decreased its  investment in the non-cash  operating  components of
working  capital  during the year ended April 30, 2000, by  approximately  $17.1
million, primarily due to collections and sales of accounts receivable offset by
decreases in accounts payable and accrued liabilities.

The Company  purchased  approximately  $5.0  million of fixed assets in the year
ended April 30, 2000. The purchases of fixed assets included  computer  hardware
and software, office equipment, furniture and leasehold improvements. During the
year ended April 30, 2000, the Company  increased its investment in other assets
by $3.8 million  related  primarily to capitalized  development  costs,  prepaid
royalties and purchases of other assets.

During  the  year  ended  April  30,  2000,   the  Company   generated  cash  of
approximately $1.1 million relating to the Company's stock purchase plan and the
exercise of stock options by employees and others.

Accounts Receivable and Term Accounts Receivable

     Total accounts  receivable  and term accounts  receivable  decreased  $22.0
million to $26.9 million at April 30, 2000 from $48.9 million at April 30, 1999,
primarily due to the  reduction in revenue,  the sale of  receivables  under the
Company's  receivable  purchase  agreements,  the Company's  increased  focus on
collections  and the  Company's  decision to  significantly  reduce its previous
practice of granting extended payment terms.  Accounts  receivable  decreased to
$21.4  million at April 30,  2000 from $29.3  million  at April 30,  1999.  Term
accounts receivable, which are accounts receivable with contracted payment dates
exceeding the  Company's  customary  trade terms,  decreased by $14.1 million to
$5.5 million for the year ended April 30, 2000,  from $19.6 million on April 30,
1999.

Term  accounts  receivable  primarily  arise from the  recording of revenue from
Irrevocable  Commitment  Licenses.  Under an Irrevocable  Commitment  License, a
customer  commits to pay a minimum  amount  over a  specified  period of time in
return  for the right to use or resell  up to a  specific  number of copies of a
delivered  product  for a fixed  amount.  The amount of revenue  recorded is the
amount of the  minimum  commitment  over the term of the  license,  less  deemed
interest  for  that  part of the  license  term  that is  beyond  the  Company's
customary trade terms.

Payments under Irrevocable  Commitment  Licenses are generally received from the
customer on the earlier of (i)  installation  of the  Company's  products by the
customer or delivery to its  customers or end users and (ii)  specified  minimum
payment  dates in the  license  agreement.  Amounts by which  revenues  recorded
exceed payments received are recorded as accounts receivable.  Payments that are
expected  beyond  the  Company's  customary  trade  terms are  recorded  as term
accounts  receivable.  Payments  that are expected to be received  more than one
year from the balance  sheet date,  are recorded as  non-current  term  accounts
receivable.  Total  license  fees  over the term of the  Irrevocable  Commitment
License  may be  greater  than the  minimum  commitment  initially  recorded  as
revenue.  Revenues  from  installations  or sales of the  Company's  products in
excess of the minimum  commitment  are  recorded by the Company as and when they
are reported by the customer.

Restructuring

On March 17, 1999, the Corporation  announced a  restructuring  plan directed at
reducing costs. The key restructuring actions included:

     o    Consolidation   of  management   responsibilities   and  reduction  in
          headcount.

     o    Closure of redundant facilities.

     o    Reduction in the carrying value of certain  capital  assets  primarily
          related to past  acquisitions.  o Cancellation of certain  commitments
          and other costs.

The following table  summarizes the activity in the  restructuring  costs during
the year ended April 30, 1999 and the year ended April 30, 2000:

<TABLE>
<CAPTION>

                          Employee                                                  Non Cash          Total
                         Termination    Facilities       Other      Total Costs       Costs         Provision
                        --------------------------------------------------------   ---------------------------
    <S>                     <C>          <C>             <C>          <C>           <C>             <C>
    Restructuring....       $5,252       $ 2,914         $ 726        $ 8,892       $ 21,611        $ 30,503
    Cash payments....       (1,175)          (36)         (207)        (1,418)           --           (1,418)
    Non-cash items...          --            --            --             --         (21,611)        (21,611)
                        --------------------------------------------------------   ---------------------------
    Balance,
    April 30, 1999...       $4,077       $ 2,878         $ 519        $ 7,474       $    --         $  7,474
    Cash payments....       (2,921)       (1,092)         (124)        (4,137)           --           (4,137)
    Reductions.......         (566)         (540)           --         (1,106)           --           (1,106)
                        --------------------------------------------------------   ---------------------------
    Balance,
    April 30, 2000...       $  590       $ 1,246         $ 395        $ 2,231       $    --         $  2,231
                        ========================================================   ===========================

    Long term               $ --         $1,059          $ 279        $ 1,338       $    --         $  1,338
    balance..
                        ============== ============= ============= ============    ===========    ============
</TABLE>

Employee terminations totaled 105 and included 46 in sales and marketing,  40 in
research in development, 12 in internal corporate services, and 7 in systems and
consulting services.  Employee terminations include salary continuance for which
the Company is contractually  obligated to pay. All employees were terminated on
or before April 30, 1999.  During the year ended April 30, 2000,  the  Company's
liability for bonuses and other compensation to terminated employees was reduced
by $566,000.

Facilities costs consisted primarily of $2.1 million and $780,000 related to the
closure of the Company's UK and Toronto facilities,  respectively. The provision
for  redundant  facilities  includes  management's  best  estimates of the total
future  operating  costs of these vacant  facilities  for the remainder of their
respective lease terms.  Actual costs could differ from these estimates.  During
the year ended April 30, 2000,  the Company  bought out its lease  obligation of
its vacant Toronto  facilities for $420,000 and was successful in subleasing one
of its  vacant  facilities  in the  United  Kingdom.  The  Company  has not been
successful  in  finding  alternative  arrangements  regarding  its other  vacant
facility in the United Kingdom,  the lease for which extends to 2010. During the
year ended April 30, 2000,  the Company's  liability for vacant  facilities  was
reduced by $540,000.

Other cash costs related  primarily to the cancellation of trade shows and other
commitments.

Non-cash costs include impairment losses of $21.6 million related to assets held
for use. The losses are  comprised  of $16.6  million  related to marketing  and
distribution  rights,  $3.1 million related to goodwill and $1.9 million related
to other capital assets.

Delrina Obligation

On September 10, 1996, the Company acquired  certain assets,  including title to
intellectual  property,  related  to the  forms  software  group  (the  "Delrina
Assets")  of  Delrina   Corporation   ("Delrina"),   a  subsidiary  of  Symantec
Corporation of Cupertino, California, USA, for a non-interest bearing obligation
of US$100.0 million.

Under the asset  purchase  agreement,  the Company was  required to make unequal
quarterly  payments to Delrina,  from September 27, 1996 to June 27, 2000.  This
was a  non-interest  bearing  obligation  which was  originally  valued  using a
discount rate of 6%.


On February 12, 1998, the Company and Delrina re-negotiated certain terms of the
asset purchase agreement whereby the Company agreed to accelerate payment of its
obligation  in  consideration  for a reduction in the effective  interest  rate,
resulting in a reduction in imputed interest charges.

As at April 30,  2000,  the Company had  satisfied  its  payment  obligation  to
Delrina and no further amount was outstanding under the Delrina debt.

Financial Instruments and Credit Facility

The Company has entered into receivable  purchase  agreements with certain third
party  purchasers.  Under the  agreements,  the  Company  has the option to sell
certain accounts receivable on a recourse basis. The Purchasers have recourse in
the event of a trade dispute as defined in the receivables  purchase  agreements
and upon the  occurrence of other  specified  events.  As at April 30, 2000, and
April 30, 1999, the outstanding  balance of accounts receivable sold under these
agreements was approximately  US$9.7 million and US$ 6.9 million,  respectively.
The Company  believes that none of the receivables sold are at risk of recourse.
These sales meet all of the requirements of SFAS 125,  "Accounting for Transfers
and Servicing of Financial Assets and  Extinguishments  of Liabilities," for off
balance sheet reporting.

The Company has a committed $20 million  credit  facility with the Royal Bank of
Canada.  The credit facility is made up of (i) a $10 million term facility which
bears  interest at a rate of 1.5% over the Bankers  Acceptance  rate of the Bank
from time to time and is payable on  February  1, 2001;  and (ii) a $10  million
revolving line of credit which bears interest at the prime rate of the Bank from
time to time. As at April 30, 2000, the Company had drawn all of the $10 million
term loan  facility and fixed the interest  rate until July 19, 2000,  at 7.11%.
The Company had no borrowings  against its revolving  line of credit as at April
30, 2000.  The Company has granted,  as  collateral  for the $20 million  credit
facility, a general security agreement over JetForm's assets, including a pledge
of the shares of certain subsidiaries.

The Company  believes that it's existing cash and cash  equivalents will provide
sufficient  liquidity  to  meet  the  Company's  business  requirements  in  the
foreseeable  future.  However,  should the Company  continue to incur  operating
losses,  its ability to meet its liquidity  requirements and to raise additional
capital through debt or equity financing may be compromised.

Recent Accounting Pronouncements

In June 1998,  the Financial  Accounting  Standards  Board  ("FASB")  issued the
Statement of Financial  Accounting  Standard  ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities"  ("SFAS 133").  This statement
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities  and is  effective  for all fiscal  quarters of fiscal years
beginning after June 15, 1999. In June, 1999, the FASB issued SFAS No.137, which
delays the effective  date of SFAS 133 until fiscal years  beginning  after June
15, 2000. Currently, as the Company has no derivative instruments,  the adoption
of SFAS No. 133 would have no impact on the  Company's  financial  condition  or
results  of  operations.  To the extent  the  Company  begins to enter into such
transactions in the future,  the Company will adopt the  Statement's  disclosure
requirements  in the  quarterly  and annual  financial  statements  for the year
ending April 30, 2002.

On March 31, 2000,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Interpretation  No. 44,  Accounting  for Certain  Transactions  involving  Stock
Compensation - an interpretation  of APB Opinion No. 25 (FIN 44),  providing new
accounting  rules  for  stock-based  Compensation  under  APB  Opinion  No.  25,
Accounting  for Stock Issued to Employees  (APB 25). FIN 44 does not change FASB
Statement No. 123,  Accounting for Stock based  compensation  (FAS 123). The new
rules  are  significant  and will  result in  compensation  expense  in  several
situations in which no expense is typically  recorded  under  current  practice,
including option repricing, purchase business combinations and plans that permit
tax withholdings. FIN 44 is generally effective for transactions occurring after
July 1, 2000, but apply to repricings and some other transactions after December
15, 1998.  The Company does not expect the  adoption of this  Interpretation  to
have a material impact on its results of operations or financial position.

In December  1999, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial  Statements,
which was amended in March 2000 by SAB 101A. The SAB  summarizes  certain of the
SEC staff views in applying generally accepted accounting  principles to revenue
recognition  in  financial  statements.  This  SAB is  effective  beginning  the
Company's first quarter of fiscal 2001. The Company does not expect the adoption
of this SAB to have a material  impact on its results of operations or financial
position.

The Year 2000

The Year 2000 Issue  arises  because  many  computerized  systems use two digits
rather than four to identify a year.  Date-sensitive  systems may  recognize the
year 2000 as 1900 or some other date, resulting in errors when information using
year 2000 dates is processed.  In addition,  similar  problems may arise in some
systems,  which use certain  dates in 1999 to represent  something  other than a
date.  Although the change in date has occurred,  it is not possible to conclude
that all  aspects of the Year 2000 Issue that may affect the  entity,  including
those related to customers,  suppliers or other third  parties,  have been fully
resolved.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The Company is primarily exposed to market risks associated with fluctuations in
interest rates and foreign currency exchange rates.

Interest rate risks

The Company's  exposure to interest rate  fluctuations  relates primarily to its
investment  portfolio  and its  credit  facility  with  its  bank.  The  Company
primarily invests its cash in short-term  high-quality securities with reputable
financial institutions. The interest income from these investments is subject to
interest rate fluctuations  which management  believes would not have a material
impact on the financial position of the Company.

The Company has a committed $20 million  credit  facility with the Royal Bank of
Canada.  The credit  facility is made up of (i) a $10 million term loan facility
which bears interest at a rate of 1.5% over the Bankers  Acceptance  rate of the
Bank  from time to time and is  payable  on  February  1,  2001;  and (ii) a $10
million  revolving  line of credit which bears interest at the prime rate of the
Canadian Bank from time to time. As at April 30, 2000, the Company had drawn all
of the $10 million term loan facility and fixed the interest rate until July 19,
2000 at 7.11%.  The Company had no  borrowings  against  its  revolving  line of
credit as at April 30, 2000.

The  impact  on net  interest  income  of a 100 basis  point  adverse  change in
interest  rates for the fiscal  year ended  April 30,  2000 would have been less
than $100,000.

Foreign Currency Risk

The Company has net monetary asset and liability  balances in foreign currencies
other than the Canadian  Dollar,  including the U.S. Dollar  ("US$"),  the Pound
Sterling ("GBP"),  the Australian dollar ("AUD"), the Swedish Krona ("SEK"), the
German Mark ("DM"),  the French Franc ("FF"),  the Irish Punt ("IEP"),  the Euro
("EUR"), and the Japanese Yen ("JPY").


The Company's cash and cash  equivalents are primarily held in Canadian and U.S.
dollars. As a result,  fluctuations in the exchange rate of the U.S. dollar will
have an impact on the Company's reported cash position.  As at April 30, 2000, a
10%  adverse  change in  foreign  exchange  rates  would not have had a material
impact on the Company's reported cash and cash equivalents balance.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                                            Page
Management's Statement of Responsibility                                     30
Auditors' Report                                                             31
Consolidated Balance Sheets                                                  32
Consolidated Statements of Operations                                        33
Consolidated Statements of Comprehensive Income                              34
Consolidated Statements of Shareholders' Equity                              35
Consolidated Statements of Cash Flows                                        36
Notes to Consolidated Financial Statements                                   37

                    MANAGEMENT'S STATEMENT OF RESPONSIBILITY

Management is responsible  for the  preparation of the financial  statements and
all other  information  in the Form 10-K  filing  with the U.S.  Securities  and
Exchange  Commission.  The financial statements have been prepared in accordance
with generally  accepted  accounting  principles and reflect  management's  best
estimates and judgments.  The financial  information  presented elsewhere in the
annual report is consistent with the consolidated financial statements.

Management has developed and maintains a system of internal  controls to provide
reasonable  assurance  that all assets are  safeguarded  and to  facilitate  the
preparation of relevant,  reliable and timely financial information.  Consistent
with the  concept of  reasonable  assurance,  the  Company  recognizes  that the
relative cost of  maintaining  these  controls  should not exceed their expected
benefits.

The Audit Committee,  which is comprised of independent  directors,  reviews the
consolidated financial statements, considers the report of the external auditor,
assesses the adequacy of the Company's internal controls,  and recommends to the
Board of Directors the independent auditors for appointment by the shareholders.
The financial  statements  were reviewed by the Audit  Committee and approved by
the Board of Directors.

The  financial  statements  were  audited  by  PricewaterhouseCoopers  LLP,  the
external  auditors,  in accordance with generally accepted auditing standards on
behalf of the shareholders.

/s/ A. Kevin Francis                            /s/ Jeffrey McMullen

A. Kevin Francis                                Jeffrey McMullen
President and Chief Executive Officer           Vice President Finance and Chief
                                                Financial Officer

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP
and other members of the worldwide PricewaterhouseCoopers organization.
<PAGE>

PRICEWATERHOUSECOOPERS

                                                     PRICEWATERHOUSECOOPERS LLP
                                                     Chartered Accountants
                                                     99 Bank Street
                                                     Suite 800
                                                     Ottawa Ontario
                                                     Canada K1P 1E4
                                                     Telephone +1 (613) 237 3702
                                                     Telephone +1 (613) 237 3936

AUDITORS' REPORT

TO THE SHAREHOLDERS OF JETFORM CORPORATION

We have audited the  consolidated  balance  sheets of JetForm  Corporation as of
April  30,  2000  and  1999  and  the  consolidated  statements  of  operations,
comprehensive  income,  shareholders'  equity and cash flows for the years ended
April  30,  2000,   1999,  and  1998.   These   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in Canada.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the financial  position of the Company as of April 30, 2000
and 1999 and the  results  of its  operations  and its cash  flows for the years
ended April 30, 2000,  1999 and 1998 in accordance  with  accounting  principles
generally accepted in the United States.

On June  20,  2000,  we  reported  separately  to the  shareholders  of  JetForm
Corporation  on the  consolidated  financial  statements  for the  same  period,
prepared in accordance with accounting principles generally accepted in Canada.


/s/ PricewaterhouseCoopers LLP

Chartered Accountants
Ottawa, Canada
June 20, 2000
<PAGE>

                               JETFORM CORPORATION

                           CONSOLIDATED BALANCE SHEETS
            (in thousands of Canadian dollars, except share amounts)

<TABLE>
<CAPTION>
                                                                      April 30,            April 30,
                                                                        2000                 1999
                                                                    --------------        ------------
                                                   ASSETS
       <S>                                                               <C>                 <C>
       Current assets
       Cash and cash equivalents................................         $ 42,092            $ 47,262
       Accounts receivable (Note 2).............................           21,416              29,274
       Term accounts receivable (Note 2)........................            5,224              13,486
       Unbilled receivables.....................................            4,492               3,455
       Inventory................................................            1,084               1,139
       Prepaid expenses ........................................            2,956               3,727
       Asset held for sale......................................                -               3,417
                                                                    --------------        ------------
                                                                           77,264             101,760
       Term accounts receivable (Note 2)........................              242               6,090
       Deferred income tax assets (Note 9) .....................            5,604               4,364
       Fixed assets (Note 3)....................................           16,556              18,620
       Other assets (Note 4)....................................           21,670              25,871
                                                                    --------------        ------------
                                                                         $121,336            $156,705
                                                                    ==============        ============

<CAPTION>
                                    LIABILITIES AND SHAREHOLDERS' EQUITY
       <S>                                                                <C>                 <C>
       Current liabilities
       Accounts payable.........................................          $ 7,423             $ 7,874
       Accrued liabilities......................................           10,685              15,656
       Unearned revenue.........................................           15,588              12,463
       Term loan (Note 6).......................................           10,000                   -
       Current portion of Delrina obligation (Note 14)..........                -              22,023
                                                                    --------------        ------------
                                                                           43,696              58,016
       Accrued liabilities (Note 15)............................            1,338               3,225
       Term loan (Note 6).......................................                -               9,998
       Delrina obligation (Note 14).............................                -                 536
                                                                    --------------        ------------
                                                                           45,034              71,775
                                                                    --------------        ------------
       Commitments (Note10)

<CAPTION>
       Shareholders' equity
       <S>                                                              <C>                 <C>
       Capital stock  (Issued and  outstanding  -- 19,592,314  Common Shares and
       450,448  Preference  Shares at April 30, 2000;  19,421,428 Common Shares,
       450,448 Preference at April 30,
       1999) (Note 7) ..........................................          248,210             247,119
       Cumulative translation adjustment........................          (2,670)             (1,052)
       Deficit..................................................        (169,238)           (161,137)
                                                                    --------------        ------------
                                                                           76,302              84,930
                                                                    --------------
                                                                                          ------------
                                                                        $ 121,336           $ 156,705
                                                                    ==============        ============

                     (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>

Signed on behalf of the Board:

/s/ A. Kevin Francis                                       /s/ Abraham Ostrovsky
<PAGE>

                               JETFORM CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS
      (in thousands of Canadian dollars except share and per share amounts)

<TABLE>
<CAPTION>
                                                                        Year ended April 30,
                                                           ------------------------------------------------
                                                               2000              1999               1998
                                                           -------------     -------------    -------------
       <S>                                                  <C>               <C>              <C>
       Revenues
       Product......................................        $    52,583       $    66,662      $    74,781
       Service......................................             41,734            47,550           36,446
                                                           -------------     -------------    -------------
                                                                 94,317           114,212          111,227
                                                           -------------     -------------    -------------
       Costs and expenses
       Cost of product..............................             12,053             9,164            7,539
       Cost of service..............................             12,373            19,058           15,259
       Sales and marketing..........................             45,097            53,315           40,214
       General and administrative...................             12,168            10,722            9,846
       Research and development (Note 5)............             15,423            15,384           10,620
       Depreciation and amortization................             10,300            11,568           11,631
       Restructuring (Note 15) .....................             (1,106)           30,503             --
       Gain on sale of assets.......................             (1,813)             --               --
                                                           -------------     -------------    -------------
                                                                104,495           149,714           95,109
                                                           -------------     -------------    -------------
       Operating income (loss)......................            (10,178)          (35,502)          16,118
       Net investment income (expense) (Note 12)                  2,868             3,826           (3,564)
       Other income (expense).......................                295               (11)            --
                                                           -------------     -------------    -------------
       Income (loss) before taxes...................             (7,015)          (31,687)          12,554
       Provision for current taxes (Note 9)                      (1,086)           (2,073)          (2,045)
       Recovery of deferred taxes (Note 9)                         --               4,625              355
                                                           -------------     -------------    -------------
       Net income (loss)............................           $ (8,101)      $   (29,135)     $    10,864
                                                           =============     =============    =============
       Basic income (loss) per share (Note 8).......
       Net income (loss) per share..................            $ (0.41)      $     (1.47)     $      0.65
       Weighted average number of shares ...........         19,915,893        19,826,057       16,622,835
       Fully diluted income (loss) per share
       (Note 8)
       Net income (loss) per share..................            $ (0.41)      $     (1.47)     $      0.62
       Weighted average number of shares............         19,915,893        19,826,057       17,615,595

                     (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>

                               JETFORM CORPORATION

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                       (in thousands of Canadian dollars)

<TABLE>
<CAPTION>
                                                                         Year ended April 30,
                                                           -------------------------------------------------
                                                               2000              1999               1998
                                                           -------------     -------------    --------------
       <S>                                                    <C>              <C>                 <C>

       Net income (loss)............................          $(8,101)         $(29,135)           $10,864
       Other comprehensive income (loss):
          Cumulative translation adjustment.........           (1,618)           (1,052)              --
                                                           -------------     -------------    --------------
       Comprehensive income (loss)..................          $(9,719)         $(30,187)           $10,864
                                                           =============     =============    ==============

                     (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>
                               JETFORM CORPORATION

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
             (in thousands of Canadian dollars except share amounts)

<TABLE>
<CAPTION>
                       Number issued and outstanding                                   Stated Value
                     ---------------------------------- ----------------------------------------------------------------------------
                                                                                       Total    Cumulative                Total
                       Common     Special    Preference  Common  Special   Preference Capital  Translation            Shareholders'
                       Stock      Warrants     Stock     Stock   Warrants    Stock     Stock    Adjustment  Deficit      Equity
                     ---------- ------------ ---------- -------- --------- ---------- -------- ----------- ---------  --------------
<S>                  <C>        <C>          <C>        <C>      <C>       <C>        <C>       <C>        <C>        <C>
Balance as at
 April 30, 1997...   15,693,623     --        450,448   $154,016 $  --       $4,939   $158,955  $   --     $(142,866)   $ 16,089
Issuance of
 Common Shares:
 Pursuant to
  acquisitions....        6,918     --          --           144    --         --          144      --         --            144
 Repayment of
  Delrina
  obligation......      715,654     --          --        15,485    --         --       15,485      --         --         15,485
 Exercise of
  stock options...      611,946     --          --         5,917    --         --        5,917      --         --          5,917
Issuance of Spe-
  cial Warrants           --     2,200,000      --          --    63,650       --       63,650      --         --         63,650
Net income
 for the year.....        --        --          --          --      --         --         --        --        10,864      10,864
                     ---------- ----------    -------   -------- --------    ------   --------  --------   ----------   ---------

Balance as at
 April 30, 1998...   17,028,141  2,200,000    450,448    175,562  63,650      4,939    244,151      --      (132,002)    112,149
Issuance of
 Common Shares:
 Pursuant to
  acquisitions....        6,918     --          --           242    --         --          242      --         --            242
 Share purchase
  plan............       20,768     --          --           375    --         --          375      --         --            375
 Exercise of
  stock options...      165,601     --          --         2,259    --         --        2,259      --         --          2,259
options...........
 Conversions of
  Special War-
  rants...........    2,200,000 (2,200,000)     --        63,742 (63,650)      --           92      --         --             92
Cumulative
 translation
 adjustment.......        --        --          --          --      --         --         --     (1,052)       --         (1,052)
Net Loss for
 the year.........        --        --          --          --      --         --         --        --       (29,135)    (29,135)
                     ---------- ----------    -------   -------- --------    ------   --------  --------   ----------   ---------

Balance as at
 April 30, 1999      19,421,428     --        450,448    242,180    --        4,939    247,119   (1,052)    (161,137)     84,930
Issuance of
 Common Shares:
 Pursuant to
  acquisitions....        6,918     --          --            44    --         --           44      --         --             44
 Share purchase
  plan............       49,141     --          --           282    --         --          282      --         --            282
 Exercise of
  stock options...      114,827     --          --           765    --         --          765      --         --            765
Cumulative
 translation
 adjustment.......        --        --          --          --      --         --         --     (1,618)       --         (1,618)
Net Loss for
 the year.........        --        --          --          --      --         --         --        --        (8,101)     (8,101)
                     ---------- ----------    -------   -------- --------    ------   --------  --------   ----------   ---------

Balance as at
 April 30, 2000      19,592,314     --        450,448   $243,271    --       $4,939   $248,210  $(2,670)   $(169,238)   $ 76,302
                     ========== ==========    =======   ======== ========    ======   ========  ========   ==========   =========

                     (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>

                               JETFORM CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (in thousands of Canadian dollars)


<TABLE>
<CAPTION>
                                                                     Year ended April 30,
                                                    -------------------------------------------------------
                                                          2000                1999                1998
                                                    --------------     ---------------     ----------------
<S>                                                     <C>              <C>                  <C>
Cash provided from (used in):
Operating activities
Net income (loss)...........................            $(8,101)         $(29,135)            $10,864
Items not involving cash:
  Depreciation and amortization.............             13,941            14,838              13,629
  Deferred income taxes.....................                --             (4,615)               (338)
  Other non-cash items......................               (246)           (3,368)              4,034
  Gain on sale of assets....................             (1,813)              --                  --
  Gain on sale of securities................             (1,497)              --                  --
 Restructuring (Note 15) ...................             (1,106)           21,611                 --
Net change in operating components
  of working capital (Note 11)..............             17,083             8,055              (6,520)
                                                    --------------     ---------------     ----------------
                                                         18,261             7,386              21,669
                                                    --------------     ---------------     ----------------
Investing activities
Proceeds from sale of assets................              5,000               --                   --
Proceeds from sale of securities............              2,854               --                   --
Purchase of fixed assets....................             (4,990)           (8,503)             (8,467)
Increase in other assets....................             (3,774)           (5,949)             (9,263)
                                                    --------------     ---------------     ----------------
                                                           (910)          (14,452)            (17,730)
                                                    --------------     ---------------     ----------------
Financing activities
Proceeds from issuance of shares............              1,091             2,968              69,567
Issuance of debt............................                --              9,998                 --
Repayment of Delrina obligation.............            (22,560)          (50,845)            (16,663)
                                                    --------------     ---------------     ----------------
                                                        (21,469)          (37,879)             52,904
                                                    --------------     ---------------     ----------------

Effect of exchange rate changes on cash.....             (1,052)              603                 311
                                                    --------------     ---------------     ----------------

Increase (decrease) in cash and cash
  equivalents...............................             (5,170)          (44,342)             57,154
Cash and cash equivalents, beginning
  of year...................................             47,262            91,604              34,450
Cash and cash equivalents, end of
  year......................................           $ 42,092           $47,262             $91,604
                                                    ==============     ===============     ================

                     (the accompanying notes are an integral part of these consolidated financial statements)
</TABLE>
<PAGE>

                               JETFORM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Basis of presentation

     These consolidated financial statements have been prepared by management in
accordance with accounting  principles  generally  accepted in the United States
("U.S.  GAAP"),  and include all assets,  liabilities,  revenues and expenses of
JetForm  Corporation  ("JetForm")  and its  wholly-owned  subsidiaries:  JetForm
Corporation  (a Delaware  corporation),  JetForm  Pacific Pty Limited  ("JetForm
Pacific"),   JetForm  Scandinavia  AB  ("JetForm  Nordic"),  JetForm  France  SA
("JetForm France"),  JetForm UK Limited ("JetForm UK"), JetForm Deutschland GmbH
("JetForm Germany"),  JetForm Technologies Limited ("JetForm Ireland"),  JetForm
Japan K.K. ("JetForm Japan"), and JetForm PTE Ltd ("JetForm Singapore"). JetForm
and its wholly-owned  subsidiaries  are  collectively  referred to herein as the
"Company". Investments in businesses that the Company does not control, but over
which it can exert  significant  influence,  are  accounted for using the equity
method.   Such  investments  are  periodically   evaluated  for  impairment  and
appropriate adjustments are recorded, if necessary.

     (b)  Nature of operations

     The Company develops Web based software solutions for the e-business market
in the electronic  processes,  electronic  document  presentment  and electronic
forms  arenas.  The  Company's  e-process,  e-document  presentment  and e-forms
technologies  provide  organizations  with the  capability  to adopt  e-business
models,  giving them a  competitive  advantage in their  respective  industries.
These solutions are  complemented by the Company's  professional  services team,
which facilitates product implementation,  and its customer services team, which
provides  ongoing  training  and  support.  The Company  sells its  products and
services  internationally through multiple channels,  which include direct sales
to end users, strategic partnerships with system integrators, solution partners,
international distributors and original equipment manufacturers.

     (c)  Use of estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of contingent  assets and  liabilities  at the dates of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting periods. Actual results could differ from those estimates.

     (d)  Revenue recognition

     The Company  recognizes  revenue in accordance  with  Statement of Position
("SOP") 97-2,  "Software Revenue  Recognition," issued by the American Institute
of Certified Public Accountants ("AICPA") in October 1997 and SOP 98-9 issued in
December 1998.

     The Company records product revenue from packaged  software and irrevocable
commitments  to purchase  products when  persuasive  evidence of an  arrangement
exists,  the  software  product  has  been  shipped,  there  are no  significant
uncertainties   surrounding   product   acceptance,   the  fees  are  fixed  and
determinable  and collection is considered  probable.  Revenues from irrevocable
commitments  to purchase  products  with payment  terms  exceeding the Company's
customary  trade  terms  are  recorded  at the  amount  receivable  less  deemed
interest.  The Company  amortizes the  difference  between the face value of the
receivable and the discounted amount over the term of the receivable and records
the discount as interest income.

     Revenue  from  software   product   licenses   which  include   significant
customization  and revenue from  services  are  recognized  on a  percentage  of
completion  basis,  whereby revenue is recorded,  based on labor input hours, at
the estimated  realizable  value of work completed to date.  Estimated losses on
contracts  are  recognized  when  they  become  probable.  Unbilled  receivables
represent consulting work performed under contract and not yet billed.

     Revenue from maintenance  agreements is recognized ratably over the term of
the agreement.  Unearned revenue represents payments received from customers for
services not yet performed.

     (e)  Income Taxes

     The Company  accounts for income taxes under the asset and liability method
that requires the  recognition  of deferred tax assets and  liabilities  for the
expected future tax consequences of temporary  differences  between the carrying
amounts  and tax  basis of  assets  and  liabilities.  The  Company  provides  a
valuation  allowance  on net deferred tax assets when it is more likely than not
that such assets will not be realized.

     (f)  Investment tax credits

     Investment tax credits ("ITCs"), which are earned as a result of qualifying
research and development expenditures,  are recognized when the expenditures are
made and their  realization  is more likely than not,  and are applied to reduce
research and development expense in the year.

     (g)  Fixed assets

    Fixed  assets are  recorded  at cost.  Computer  software  purchased  by the
Company is  recorded as fixed  assets  when  acquired.  Costs for  internal  use
software  that are  incurred in the  preliminary  project  stage and in the post
implementation/operation  stage are expensed as incurred.  Costs incurred during
the application  development stage,  including  appropriate  website development
costs,  are  capitalized  and amortized  over the  estimated  useful life of the
software.

     Depreciation  and amortization are calculated using the following rates and
bases.

Computer equipment..................  30% declining balance and straight line
                                      over 2 to 4 years
Software............................  30% declining balance
Furniture and fixtures..............  20% declining balance
Software licenses and purchased
  rights to improve, market
  and/or distribute products.......   Straight-line over the lesser of the lives
                                      of the license or right and 15 years
Leasehold improvements..............  Straight-line over the term of the lease

     The carrying value of fixed assets is periodically  reviewed by management,
and impairment  losses, if any, are recognized when the expected  non-discounted
future  operating  cash  flows  derived  from the  fixed  asset is less than the
carrying value of such asset. In the event of an impairment in fixed assets, the
discounted  cash flows method is used to arrive at the  estimated  fair value of
such asset.

     (h)  Goodwill and other intangibles

     Goodwill, which represents the purchase price paid for an acquired business
in excess of the fair values assigned to identifiable  assets, is amortized on a
straight-line basis over its expected useful life. In general, goodwill has been
expected to have a useful life of seven years.

     Depreciation  and amortization are calculated using the following rates and
bases.

Delrina technology........................   Straight-line over 3 to 5 years
Trademarks, trade names, workforce and
  other assets............................   Straight-line or declining balance
                                             over the useful lives of the assets
                                             which range from 3 to 15 years

The carrying value of goodwill and enterprise goodwill is periodically  reviewed
by management,  and impairment  losses, if any, are recognized when the expected
non-discounted  future  operating  cash flows derived from the related  business
acquired are less than the carrying value of such  goodwill.  In the event of an
impairment in goodwill,  the  discounted  cash flows method is used to arrive at
the estimated fair value of such goodwill.

     (i)  Software development costs

     Costs related to the  development of  proprietary  software are expensed as
incurred unless the costs relate to technically  feasible and complete  products
and can reasonably be regarded as assured of recovery through future revenues in
which case the costs are  deferred  and  amortized,  based on  estimated  future
revenues,  on a straight-line basis over the useful life of the product,  not to
exceed three years.

     (j)  Foreign currency translation

     The financial  statements of the parent company and its  subsidiaries  have
been translated into Canadian  dollars in accordance with Statement of Financial
Accounting  Standards("SFAS")  No.  52,  "Foreign  Currency  Translation".   The
Company's  subsidiaries use their local currency as their  functional  currency.
All balance sheet amounts with the exception of  Shareholders'  Equity have been
translated  using the  exchange  rates in effect at year end.  Income  statement
amounts have been translated  using the average  exchange rate for the year. The
gains and losses resulting from the translation of foreign  currency  statements
into the Canadian dollar are reported in comprehensive  income and as a separate
component of Shareholders' Equity.

     (k)  Cash equivalents

     Cash  equivalents are defined as liquid  investments,  which have a term to
maturity at the time of purchase of less than ninety days.

     (l)  Stock based compensation

     The Company has elected to continue to follow  Accounting  Principles Board
Opinion No. 25,  "Accounting  for Stock Issued to Employees"  ("APB 25"), and to
present the pro forma  information  that is required by SFAS No. 123 "Accounting
for Stock Based Compensation" ("SFAS 123").

2.   ACCOUNTS RECEIVABLE

     Accounts  receivable  and term accounts  receivable are net of an allowance
for doubtful  accounts of $2.4  million at April 30,  2000,  and $1.9 million at
April 30, 1999.

     The Company  records  revenues  from  irrevocable  commitments  to purchase
products  which do not  conform to the  Company's  customary  trade terms at the
minimum amount receivable less deemed interest ("Term Accounts Receivable"). The
Company uses a discount  rate equal to its net cost of borrowing at the time the
revenue  is  recorded,  which is 6.5% at April 30,  2000.  Under an  irrevocable
commitment to purchase  product,  the customer  commits to pay a minimum  amount
over a specified period of time in return for the right to use or resell up to a
specific number of copies of a delivered product.

     The Company  records Term Accounts  Receivable as non current to the extent
that management  estimates  payment will be received more than one year from the
balance  sheet date.  Payment of Term  Accounts  Receivable is generally due the
earlier  of: (i)  delivery  of the  Company's  products  by the  customer to its
customers  or end  users;  and  (ii)  specific  dates in the  license  agreement
("Minimum  Payment Dates").  The gross amount of these  receivables at April 30,
2000, and April 30, 1999 was $7.2 million and $22.0 million, respectively. As at
April 30,  2000,  total Term  Accounts  Receivable  with Minimum  Payment  Dates
exceeding one year were approximately $242,000. As at April 30, 1999, total Term
Accounts   Receivable  with  Minimum  Payment  Dates  exceeding  one  year  were
approximately $6.1 million.

     The Company's  customer base consists of large numbers of diverse customers
dispersed across many industries and geographies. As a result,  concentration of
credit risk with respect to accounts  receivable and term accounts receivable is
not significant.

3.   FIXED ASSETS

<TABLE>
<CAPTION>
                                                 April 30, 2000
                                 -----------------------------------------------
                                                 Accumulated
                                                 depreciation        Net book
                                   Cost        and amortization       value
                                 ---------     -----------------     --------
                                       (in thousands of Canadian dollars)
<S>                               <C>              <C>               <C>
Computer equipment.......         $16,407          $10,852           $ 5,555
Furniture and fixtures...           8,600            4,258             4,342
Software.................           9,896            5,864             4,032
Leasehold improvements...           4,053            1,426             2,627
                                 ---------    -----------------      --------
                                  $38,956          $22,400           $16,556
                                 =========    =================      ========

<CAPTION>
                                                 April 30, 1999
                                 -----------------------------------------------
                                                 Accumulated
                                                 depreciation        Net book
                                    Cost       and amortization       value
                                 ---------     ----------------      --------
                                       (in thousands of Canadian dollars)
<S>                               <C>              <C>               <C>
Computer equipment.......         $15,051          $ 8,030           $ 7,021
Furniture and fixtures...           8,410            2,961             5,449
Software.................           7,916            4,065             3,851
Leasehold improvements...           3,270              971             2,299
                                 ---------    -----------------      --------
                                  $34,647          $16,027           $18,620
                                 =========    =================      ========
</TABLE>

4.   OTHER ASSETS

<TABLE>
<CAPTION>
                                                 April 30, 2000
                                 -----------------------------------------------
                                                 Accumulated         Net book
                                   Cost          amortization         value
                                 ---------       ------------        --------
                                       (in thousands of Canadian dollars)
<S>                               <C>              <C>               <C>
Delrina technology,
 trademarks, trade
  names and workforce....         $16,081          $ 9,425           $ 6,656
Goodwill.................           1,216              512               704
Licenses, marketing
 and distribution
 rights..................           6,857            2,632             4,225
Deferred development
 costs...................          14,724            7,905             6,819
Other assets.............           5,618            2,352             3,266
                                 ---------       ------------        --------
                                  $44,496          $22,826           $21,670
                                 =========       ============        ========

<CAPTION>
                                                 April 30, 1999
                                 -----------------------------------------------
                                                 Accumulated         Net book
                                   Cost          amortization         value
                                  ---------       ------------        --------
                                       (in thousands of Canadian dollars)
<S>                               <C>              <C>               <C>
Delrina technology,
 trademarks, trade
 names and workforce.....         $16,081          $ 7,510           $ 8,571
Goodwill.................           1,159              226               933
Licenses, marketing
  and distribution
  rights.................           8,482            3,244             5,238
Deferred development
 costs...................          11,125            4,784             6,341
Other assets.............           6,624            1,836             4,788
                                  ---------       ------------        --------
                                  $43,471          $17,600            $25,871
                                  =========       ============        ========
</TABLE>

5.   RESEARCH AND DEVELOPMENT EXPENSE

     The following  table provides a summary of  development  costs deferred and
the related amortization charged to cost of product in the years ended April 30,
2000, 1999 and 1998.

<TABLE>
<CAPTION>
                                                Year ended April 30,
                                    --------------------------------------------
                                      2000              1999             1998
                                    --------          --------         --------
                                       (in thousands of Canadian dollars)
<S>                                 <C>               <C>              <C>
Research and development costs....  $ 20,713          $ 20,559         $ 14,123
Investment tax credits............    (1,690)           (1,575)            (728)
Deferred development costs........    (3,600)           (3,600)          (2,775)
                                    ---------         ---------        ---------
Net research and development
  expense.........................  $ 15,423          $ 15,384         $ 10,620
Amortization of development
 costs charged to cost of
 product..........................  $  3,121          $  2,636         $  1,726
                                    =========         =========        =========
</TABLE>

6.   FINANCIAL INSTRUMENTS AND CREDIT FACILITIES


     For certain of the  Company's  financial  instruments,  including  accounts
receivable,  unbilled  receivables,  accounts  payable,  and short term  accrued
liabilities,  the carrying amount approximates the fair value due to their short
maturities.  The carrying amount of term accounts receivable,  after applying an
appropriate  discount  rate,  approximates  their  fair  value.  Cash  and  cash
equivalents, term loan, the Delrina obligation and long term accrued liabilities
are carried at cost, which approximates their fair value.

     The Company has entered  into  receivable  purchase  agreements  with third
party  purchasers.  Under the  agreements,  the  Company  has the option to sell
certain accounts receivable on a recourse basis. The Purchasers have recourse in
the event of a trade dispute as defined in the receivables  purchase  agreements
and upon the  occurrence of other  specified  events.  As at April 30, 2000, and
April 30, 1999, the outstanding  balance of accounts receivable sold under these
agreements were approximately US$9.7 million and US$ 6.9 million,  respectively.
The Company  believes that none of the receivables sold are at risk of recourse.
These sales meet all of the  requirements  of SFAS 125 "Accounting for Transfers
and Servicing of Financial Assets and  Extinguishments  of Liabilities," for off
balance sheet reporting.

     The Company has a committed $20 million credit facility with the Royal Bank
of  Canada.  The  credit  facility  is made up of (i) a $10  million  term  loan
facility which bears interest at a rate of 1.5% over the Bankers Acceptance rate
of the Bank from time to time and is payable on February 1, 2001; and (ii) a $10
million  revolving  line of credit which bears interest at the prime rate of the
Canadian Bank from time to time. As at April 30, 2000, the Company had drawn all
of the $10 million term loan facility and fixed the interest rate until July 19,
2000, at 7.11%.  The  effective  rate of interest on this term loan facility for
the year ended  April 30,  2000,  was  approximately  6.51%.  The Company had no
borrowings  against  its  revolving  line of credit as at April  30,  2000.  The
Company has granted as collateral for the $20 million credit  facility a general
security  agreement over JetForm's  assets,  including a pledge of the shares of
certain subsidiaries.

7.   CAPITAL STOCK

     The authorized capital stock of the Company consists of an unlimited number
of Common Shares ("Common Shares") and 2,263,782  Convertible  Preference Shares
("Preference Shares").

     Holders of Common  Shares are  entitled  to one vote for each share held on
all  matters  submitted  to a vote of  shareholders  and do not have  cumulative
voting  rights.  Holders of Common  Shares are entitled to receive  ratably such
dividends,  if  any,  as may  be  declared  by the  Board  of  Directors  at its
discretion  from  funds  legally  available  therefor.   Upon  the  liquidation,
dissolution  or  winding up of the  Company  the  holders  of Common  Shares are
entitled to receive ratably, together with the Preference Shares, the net assets
of the  Company  available  after the  payment  of debts and other  liabilities.
Holders  of Common  Shares  have no  pre-emptive,  subscription,  redemption  or
conversion rights.

     Holders  of the  Preference  Shares  are not  entitled  to  receive a fixed
dividend  but are  entitled  to receive a dividend  as and when  declared by the
Board of Directors of the Company  equal to the dividend  declared on its Common
Shares. The holders of the Preference Shares are entitled to convert such shares
into fully paid and  non-assessable  Common Shares at a rate equal to one Common
Share  per   Preference   Share   held   (subject   to   adjustment   for  share
re-classification,  reorganizations  or for other changes).  In the event of the
liquidation,  dissolution  or  winding-up  of the  Company,  the  holders of the
Preference  Shares shall rank pari passu,  share for share,  with the holders of
the Common Shares.

     During the year ended April 30, 1998, the Company issued 2,200,000  special
warrants  ("Special  Warrants") to Canadian investors at a price of US$21.25 per
Special Warrant. The net proceeds from the offering after deducting underwriting
discounts,  fees and expenses  were $63.7  million.  The Special  Warrants  were
deemed to have been exercised by the holders  thereof on June 26, 1998,  without
payment of  additional  consideration  on the basis of one Common Share for each
Special Warrant so held. On June 19, 1998, the Company filed a final  prospectus
with Canadian  securities  regulators  to register the  2,200,000  Common Shares
issuable on exercise of the  Special  Warrants.  The Company  does not intend to
register such Common Shares under the United States Securities Act of 1933.

     In June 1990, the Company  adopted an Employee Stock Option Plan (the "1990
Plan")  pursuant to which  400,000  Common Shares were reserved for the grant of
options.  On March 4, 1993,  the Board of Directors  voted to terminate the 1990
Plan effective as of the  consummation of the Company's  initial public offering
dated April 20,  1993,  at which time the 1993  Employee  Stock Option Plan (the
"1993 Plan") became effective.

     On March 4, 1993,  the Board of Directors  adopted the 1993 Plan.  The 1993
Plan is administered by the Compensation Committee of the Board of Directors and
options are not granted at less than the fair market value of the Common  Shares
on the date of grant.  Options  outstanding under the 1993 Plan remain in effect
pursuant to their terms.  Options  granted under the 1993 Plan  generally have a
term of five years and vest at the rate of  one-third  of the shares  covered on
each of the first three anniversary dates of the date of grant.  Options granted
under  the  1993  Plan  are not  transferable  and are  exercisable  only by the
optionee during the optionee's lifetime.

     The Company established the 1995 Plan on June 28, 1995, to replace the 1993
Plan. The 1995 Plan is administered by the  Compensation  Committee of the Board
of Directors  and provides  for the grant to all eligible  full-time  employees,
directors,  officers and others of options to purchase  Common Shares at a price
based upon the last trading  price of the Common  Shares on the NASDAQ  National
Market on the trading day immediately  preceding the date of grant.  Pursuant to
the 1995 Plan, the aggregate  number of Common Shares  available to be issued is
4,425,763,  of which 656,000 are still available for grant as at April 30, 2000.
Options granted under the 1995 Plan have a term of four, five or seven years and
vest ratably  during the first three years  following  grant.  Options also vest
automatically  on a change  in  control  of the  Company.  Options  granted  are
non-transferable.

     On September 11, 1997, the  Shareholders  of the Company  approved the 1997
Employee Stock  Purchase Plan (the "Stock  Purchase  Plan").  A total of 400,000
Common  Shares of the Company have been  reserved  for issuance  pursuant to the
Stock  Purchase Plan.  Shares may be purchased  under the Stock Purchase Plan by
employees through payroll deduction.  The purchase price of Common Shares issued
under the  Stock  Purchase  Plan is the  lower of 95% of the fair  market of the
Common Shares of the Company at the beginning of each six month offering  period
and 95% of the fair market value of the Common  Shares of the Company at the end
of each six month offering period.
<PAGE>

     The following table presents the number of options and warrants outstanding
and exercisable, and the weighted average exercise price:

<TABLE>
<CAPTION>
                                                                                                                           Weighted
                                                                                                                           average
                                                                                               Other                       exercise
                                                                    IPO                       options                      price in
                             1995        1993         1990      Underwriter's                   and                           U.S.
                             Plan        Plan         Plan        warrants        Moore       warrants         Total        dollars
                           ---------   ---------    --------    -------------   ----------   -----------     ----------    ---------
<S>                        <C>         <C>          <C>             <C>           <C>           <C>          <C>              <C>
Number of outstanding
 options and warrants
Balance at April 30,       1,152,054    781,139      84,250          77,478       116,216        90,000      2,301,137        12.70
1997 Grants...........     2,048,905         --          --              --           --          5,000      2,053,905        13.39
Cancellations and
 Forfeitures..........      (164,557)   (31,830)         --              --           --         (2,219)      (198,606)       15.25
Exercises.............       (60,261)  (342,176)    (84,250)        (77,478)          --        (47,781)      (611,946)        6.95
                           ----------  ---------    --------    -------------   ----------   -----------     ----------

Balance at April 30,       2,976,141    407,133          --              --       116,216        45,000      3,544,490        13.95
1998 Grants...........     1,037,960     63,550          --              --           --            --       1,101,510         4.50
Cancellations and
 Forfeitures..........      (360,813)  (175,059)         --              --           --            --        (535,872)       12.49
Exercises.............       (47,485)   (98,116)         --              --           --        (20,000)      (165,601)        9.38
                           ----------  ---------    --------    -------------   ----------   -----------     ----------

Balance at April 30,       3,605,803    197,508          --              --       116,216        25,000       3,944,527       11.71
 1999 Grants...........      775,112         --          --              --           --            --          775,112        6.00
Cancellations and
 Forfeitures...........     (725,759)   (99,259)         --              --           --            --         (825,018)      12.60
Exercises..............      (38,910)   (75,917)         --              --           --            --         (114,827)       4.71
                           ----------  ---------    --------    -------------   ----------   -----------     -----------

Balance at April 30,
 2000..................    3,616,246      22,332          --             --       116,216        25,000       3,779,794       10.63
                           ==========   =========    ========   =============   ==========   ===========     ===========

Weighted average
exercise price at
April 30, 1998,
  in U.S. dollars.......   $   14.73    $   7.70        N/A             N/A      $   16.50    $    11.54      $   13.95
                           ==========   =========    ========    =============   ==========   ===========     ==========

Weighted average
 exercise price at
 April 30, 1999,
 in U.S. dollars........   $   11.78    $   6.93        N/A             N/A      $   16.50    $    15.98      $   11.71
                           ==========   =========    ========    =============   ==========   ===========     ==========

Weighted average
 exercise price at
 April 30, 2000,
 in U.S. dollars........   $   10.39    $  13.15        N/A             N/A      $   16.50    $    15.98      $   10.63
                           ==========   =========    ========    =============   ==========   ===========     ==========


Number of exercisable
 options and warrants
 April 30, 1998.........     509,854     397,974          --             --         77,478        38,334      1,023,640       12.88
 April 30, 1999.........   1,397,776     180,759          --             --        116,216        25,000      1,719,751       14.44
 April 30, 2000.........   1,958,369      22,332          --             --        116,216        25,000      2,121,917       13.52


Range of exercise
 prices in U.S.
 dollars at April
 30, 2000
From.............          $    3.75    $  11.75        N/A             N/A      $   16.50    $    15.25      $    3.75
To...............          $   22.00    $  16.00        N/A             N/A      $   16.50    $    18.88      $   22.00

Range of expiry dates
 at April 30, 2000
From.............          Feb 2001     June 2000       N/A             N/A      Mar  2001    Aug 2000        June 2000
To...............          Dec 2004     June 2000       N/A             N/A      Mar, 2001    Oct. 2001       Dec 2004
</TABLE>
<PAGE>

     The following table presents the exercise prices and average remaining life
of the outstanding options as at April 30, 2000.

<TABLE>
<CAPTION>

   ----------------------------------------------------------------------------------------------------------------
    Range of exercise prices                  Options Outstanding                        Options exercisable
   ---------------------------  -------------------------------------------------   -------------------------------
                                                   Weighted          Weighted                          Weighted
      From                         Number           average          average                           average
      From            To            Price          exercise       remaining life       Number       exercise price
   ------------   ------------  -------------    --------------   ---------------   -------------   ---------------
         (U.S. dollars)                          (U.S. dollars)       (Years)                        (U.S. dollars)
       <S>            <C>          <C>                <C>                   <C>        <C>                <C>
       $  3.75        $  3.94        871,877          $   3.81              2.97         279,124          $   3.81
          4.06          12.88        739,500              6.30              3.80          26,420             11.04
         13.00          13.50      1,313,604             13.32              2.57         992,136             13.32
         14.31          22.00        854,813             17.12              2.33         824,237             17.12
                                -------------                                       -------------
                                   3,779,794             10.61              2.85       2,121,917             13.52
                                =============                                       =============
</TABLE>

     Options and warrants  outstanding at April 30, 1999, had a weighted average
remaining  contractual life of  approximately  3.53 years. The exercise price of
all options  granted  during the years ended April 30,  2000,  1999 and 1998 was
equal to the fair market value of the underlying shares at the date of grant. No
compensation  expense  has  been  recorded  in the  Consolidated  Statements  of
Operations for stock based compensation.

     The  following  table  presents  net income and  earnings per share for the
periods   presented  on  a  pro  forma  basis  after  recording  the  pro  forma
compensation  expense  relating  to  stock  options  granted  to  employees,  in
accordance with SFAS 123:


                                               Year ended April 30,
                                 -----------------------------------------------
                                     2000             1999             1998
                                 -------------    -------------    -------------
                                       (in thousands of Canadian dollars,
                                           except per share amounts)

Net income (loss)
 reported....................       $ (8,101)        $(29,135)           $10,864
Pro forma compensation
 expense.....................       $ (1,384)          (6,770)           (5,430)
                                 -------------    -------------    -------------
Pro forma net income
 (loss)......................       $ (9,485)        $(35,905)           $ 5,434
                                 =============    =============    =============
Pro forma basic income
 (loss) per share............       $  (0.48)        $  (1.81)           $  0.33
                                 =============    =============    =============
Pro forma fully diluted
 income (loss) per share.....       $  (0.48)        $  (1.81)           $  0.31
                                =============    =============    ==============

     SFAS 123 requires that pro forma  compensation  expense be recognized  over
the vesting period, based on the fair value of options granted to employees. The
pro forma  compensation  expense  presented  above has been estimated  using the
Black  Scholes  option  pricing  model.  Assumptions  used in the pricing  model
include:  (i) risk free  interest  rates for the  periods of  between  4.80% and
6.27%;  (ii) expected  volatility of 40% for the year ended April 30, 2000;  40%
for the year ended April 30,  1999;  and 35% for the year ended April 30,  1998;
(iii)  expected  dividend  yield of nil; and (iv) an  estimated  average life of
three to four years.

     SFAS 123  requires  that pro forma  compensation  expense be  reported  for
options granted in fiscal years beginning after December 15, 1994,  which in the
case of the Company,  was the year ended April 30, 1996.  Since the compensation
expense  is  recognized  over the  vesting  period,  the pro forma  compensation
expense  presented  above  is  not  necessarily  indicative  of  the  pro  forma
compensation  expense  that will be  reported  in future  periods if the Company
continues to grant options.

8.   EARNINGS PER SHARE

     In February 1997, the Financial  Accounting Standards Board ("FASB") issued
SFAS No. 128, "Earnings Per Share", which was required to be adopted on December
31, 1997. As a result, the Company has changed the method used to compute income
per share and has restated all prior periods.

     The Common  Shares and  Preference  Shares  represent  equivalent  residual
interests and have been included in the  computation of weighted  average number
of shares outstanding for purposes of the earnings per share computation.

     The  reconciliation of the numerator and denominator for the calculation of
net income per share and diluted net income per share is as follows:

                                                 Year ended April 30,
                                      ------------------------------------------
                                          2000           1999           1998
                                      ------------   ------------   ------------
                                          (in thousands of Canadian dollars
                                          except share and per share amount)

Basic income (loss) per share
  Net income (loss)...............    $    (8,101)   $   (29,135)   $    10,864
                                      ============   ============   ============
Weighted average number of
 shares outstanding...............     19,915,893     19,826,057     16,622,835
                                      ============   ============   ============
Net income (loss) per share.......    $     (0.41)   $     (1.47)   $      0.65
                                      ============   ============   ============

Fully diluted  income (loss)
 per share
Net income (loss).................    $    (8,101)   $   (29,135)   $    10,864
                                      ============   ============   ============
Weighted average number of
 shares outstanding...............     19,915,893     19,826,057     16,622,835
Dilutive effect of stock
 options*.........................             --             --        992,760
                                      ============   ============   ============
Adjusted weighted average
 number of shares outstanding.....     19,915,893     19,826,057     17,615,595
                                      ============   ============   ============
Net income (loss) per share.......    $     (0.41)   $     (1.47)   $      0.62
                                      ============   ============   ============

*    All anti-dilutive options have been excluded

9.   INCOME TAXES

     The Company operates in several tax jurisdictions. Its income is subject to
varying rates of tax, and losses incurred in one jurisdiction  cannot be used to
offset income taxes payable in another.

     The income (loss) before income taxes consisted of the following:

                                            Year ended April 30,
                                     ----------------------------------
                                       2000         1999         1998
                                     --------     --------     --------
                                     (in thousands of Canadian dollars)

Domestic income (loss)............   $(2,980)     $(12,664)    $ 8,584
Foreign income (loss).............    (4,035)      (19,023)      3,970
                                     --------     ---------    -------
Income (loss) before income taxes    $(7,015)     $(31,687)    $12,554
                                     ========     =========    =======

     The provision (recovery) for income taxes consist of the following:

                                            Year ended April 30,
                                     ----------------------------------
                                      2000        1999         1998
                                     ------     --------     --------
                                     (in thousands of Canadian dollars)

Domestic:
Current income taxes                 $  375     $   771      $  587
Deferred income taxes                   --          220        (355)
                                     ------     --------     -------
                                     $  375     $   991      $  232
Foreign:
Current income taxes                 $  711     $ 1,302       1,458
Deferred income taxes                   --       (4,845)        --
                                     ------     --------     -------
                                     $  711     $(3,543)     $1,458
                                     ------     --------     -------
Provision for (recovery of)
 income taxes                        $1,086     $(2,552)     $1,690
                                     ======     ========     =======

     The Company has domestic  non-capital loss  carryforwards of $107.0 million
which expire between 2003 and 2006. In addition,  the Company has  approximately
$6.0 million in domestic investment tax credits which begin to expire in 2006.

     A reconciliation of the combined Canadian federal and provincial income tax
rate with the Company's effective income tax rate is as follows:

                                            Year ended April 30,
                                     ----------------------------------
                                       2000         1999         1998
                                     --------     --------     --------
                                     (in thousands of Canadian dollars)

Expected statutory rate
 (recovery).....................     (44.52%)      (44.62%)     44.62%
Expected provision for
 (recovery of) income tax.......     $(3,130)     $(14,134)    $5,601
Effect of foreign tax rate
 differences....................         711         2,816       (313)
Non-taxable portion of
 capital gain...................        (372)          --         --
Income tax rate changes.........         573           --         --
Provincial tax incentive........        (426)          --         --
Non-deductible restructuring
 charges........................         --          1,372        --
Change in valuation allowance...       3,393         6,884     (3,824)
  Other items...................         337           510        226
                                     --------     --------    --------
Provision for income taxes......     $1,086       $(2,552)     $ 1,690
                                     ========     ========    ========

     The primary  temporary  differences  which gave rise to  deferred  taxes at
April 30, 2000 and 1999 are:

                                                   Year ended April 30,
                                              -------------------------------
                                                  2000              1999
                                              -------------      ------------
                                                (in thousands of Canadian
                                                         dollars)
Deferred tax assets:
Scientific research and experimental
development
  expenditures.............................         $6,762           $ 3,195
Net operating loss carryforwards...........         20,773            18,670
Depreciation and amortization..............        (4,075)           (5,616)
Restructuring .............................          1,081             3,331
In process research and development........         29,866            31,147
Investment tax credits.....................          3,288             2,954
Marketing and distribution rights..........           (69)             (164)
Accrued severance and other................            524                --
                                              -------------      ------------
Total deferred tax asset                            58,150            53,517
Less, valuation allowance..................       (52,546)          (49,153)
                                              -------------      ------------
                                                     5,604             4,364
                                              =============      ============

     The valuation allowance for deferred taxes is required due to the Company's
operating history and management's  assessment of various  uncertainties related
to their future  realization.  Since the  realization  of deferred tax assets is
dependent upon  generating  sufficient  taxable income in the tax  jurisdictions
which gave rise to the deferred tax asset, the amount of the valuation allowance
for deferred taxes may be reduced if it is  demonstrated  that positive  taxable
income in the various tax jurisdictions is sustainable in the future.

10.  COMMITMENTS

     As at April 30, 2000,  the Company was committed  under  certain  operating
leases for rental of office premises and equipment as follows:

                                              (in thousands of Canadian dollars)

Years ending April 30,    2001                             $ 4,861
                          2002                             $ 4,555
                          2003                             $ 4,629
                          2004                             $ 4,470
                          2005 and beyond                  $15,723

     Total rent  expense for the years ended April 30,  2000,  1999 and 1998 was
$4.9 million, $5.9 million and $3.6 million, respectively.

11.  NET CHANGE IN OPERATING COMPONENTS OF WORKING CAPITAL

     The net change in operating components of working capital is comprised of:

                                             Year ended April 30,
                                      ----------------------------------
                                        2000         1999         1998
                                      --------     --------     --------
                                      (in thousands of Canadian dollars)
Decrease (increase) in:
Accounts receivable and term
 accounts receivable.............     $21,176      $(6,658)     $(8,095)
Unbilled receivables.............      (1,124)       2,984       (3,908)
Inventory........................          55          (14)         (47)
Prepaid expenses and deferred
 charges.........................         715         (569)         438
 Other...........................      (1,231)      (1,605)        (727)

Increase (decrease) in:
Accounts payable.................        (116)       3,759         (330)
Accrued liabilities..............      (5,671)       6,449        3,967
Unearned revenue.................       3,279        3,709        2,182
                                      --------     --------     --------
                                      $17,083      $ 8,055      $(6,520)
                                      ========     ========     ========

12.  NET INVESTMENT INCOME

     The net investment income is comprised of:

                                             Year ended April 30,
                                      ----------------------------------
                                        2000         1999         1998
                                      --------     --------     --------
                                      (in thousands of Canadian dollars)

Interest income                       $2,853       $5,910       $  853
Interest expense                      (1,482)      (2,084)      (4,417)
Gain on sale of securities             1,497          --           --
                                      -------      -------      -------
Net investment income (expense)       $2,868       $3,826       $(3,564)
                                      =======      =======      ========

13.  SEGMENTED INFORMATION

     In June 1997, FASB issued SFAS No. 131,  "Disclosures  about Segments of an
Enterprise  and  Related  Information"  that  was  effective  for  fiscal  years
beginning  after  December 15, 1997.  The Company  adopted this new Statement in
fiscal year 1999 and has restated all prior periods.

     Operating  segments are defined as components of an enterprise  about which
separate financial  information is available that is evaluated  regularly by the
Company's  chief  decision  maker in  deciding  how to  allocate  resources  and
assessing performance. The Company's chief decision maker is the Chief Executive
Officer.

     The Company's reportable segments include Product,  Consulting and Customer
Support.  The Product segment engages in business activities from which it earns
license revenues from the Company's  software  products.  The Consulting segment
earns  revenues  from  assisting  customers  in  configuring,  implementing  and
integrating the Company's products and, when required,  customizing products and
designing  automated  processes to meet the customers specific business needs as
well as providing all necessary  training.  The Customer  Support  segment earns
revenues  through after sale support for software  products as well as providing
software upgrades under the Company's maintenance and support programs.

     The accounting policies of the Company's operating segments are the same as
those  described  in Note 1.  The  Company  evaluates  performance  based on the
contribution  of each  segment.  The  Product  segment  costs  include all costs
associated  with  selling  product  licenses,  consulting  services and customer
support.  The costs of the Consulting and Customer  Support segments include all
costs associated with the delivery of the service to the customer. Inter-segment
revenues as well as charges  such as  depreciation  and  amortization,  interest
expense and overhead  allocation are not included in the  calculation of segment
profit.  The  Company  does  not use a  measure  of  segment  assets  to  assess
performance or allocate resources. As a result, segment asset information is not
presented.

<TABLE>
<CAPTION>
                                          Year ended April 30, 2000
                           --------------------------------------------------------
                           Product     Consulting     Customer     Total
                                                      Support
                           -----------------------------------------------
<S>                        <C>         <C>            <C>          <C>         <C>
Revenues                   $52,583     $17,549        $24,185      $94,317
Costs                       35,402       8,920         3,453        47,775
                           -----------------------------------------------

Contribution               $17,181     $ 8,629        $20,732       46,542
                           ==================================

Research and development                                                       (15,423)
Other expenses                                                                 (41,053)
Restructuring                                                                    1,106
Gain on sale of assets                                                           1,813
Provision for income taxes                                                      (1,086)
                                                                               --------
Net loss                                                                       $(8,101)
                                                                               ========

<CAPTION>
                                          Year ended April 30, 1999
                           --------------------------------------------------------
                           Product     Consulting     Customer     Total
                                                      Support
                           -----------------------------------------------
<S>                        <C>         <C>            <C>          <C>         <C>
Revenues                   $66,662     $25,612        $21,938      $114,212
Costs                       43,756       8,843          3,904        56,503
                           ------------------------------------------------
Contribution               $22,906     $16,769        $18,034        57,709
                           ================================================

Research and development                                                       (15,384)
Other expenses                                                                 (43,509)
Restructuring                                                                  (30,503)
Recovery of income taxes                                                         2,552
                                                                               ---------
Net loss                                                                       $(29,135)
                                                                               =========

<CAPTION>
                                          Year ended April 30, 1998
                           --------------------------------------------------------
                           Product     Consulting     Customer     Total
                                                      Support
                           -----------------------------------------------
<S>                        <C>         <C>            <C>          <C>         <C>
Revenues                   $74,781     $18,959        $17,487      $111,227
 Costs                      38,974       6,947          1,874        47,795
                           ------------------------------------------------
Contribution               $35,807     $12,012        $15,613        63,432
                          ===================================

Research and development                                                       (10,620)
Other expenses                                                                 (40,258)
Provision for income taxes                                                      (1,690)
                                                                               --------
Net income                                                                     $10,864
                                                                               =======
</TABLE>

     The following  table details the revenue and assets  attributable to Canada
(the  Company's  country of  domicile),  the United Sates and all other  foreign
jurisdictions.  The Company  attributes revenue to geographic areas based on the
location of the customer to which the products or services were sold.

<TABLE>
<CAPTION>
                                                   Year ended April 30,
                       ------------------------------------------------------------------------------

                                2000                       1999                       1998
                       -----------------------    ------------------------   ------------------------
                        Revenue    Fixed and       Revenue     Fixed and      Revenue    Fixed and
                                     Other                       Other                     Other
                                     Assets                      Assets                    Assets
                                            (in thousands of Canadian dollars)
<S>                     <C>         <C>           <C>           <C>         <C>            <C>
Canada                  $ 5,611     $31,800       $  6,584      $35,110     $ 15,637       $41,815
United States            55,831       2,592         72,616        3,299       65,915         4,343
Other                    32,875       3,834         35,012        6,082       29,675        20,678
                     ----------- -----------    ----------- ------------   ---------- -------------
                        $94,317     $38,226       $114,212      $44,491     $111,227       $66,836
                     =========== ===========    =========== ============   ========== =============
</TABLE>

14.  DELRINA OBLIGATION

     On September 10, 1996, the Company acquired certain assets, including title
to  intellectual  property,  related to the forms  software  group (the "Delrina
Assets")  of  Delrina   Corporation   ("Delrina"),   a  subsidiary  of  Symantec
Corporation of Cupertino, California, USA, for a non-interest bearing obligation
of US$100.0 million.  This non-interest bearing obligation was originally valued
using a discount rate of 6%.

     Under the asset  purchase  agreement,  the  Company  was  required  to make
unequal quarterly payments to Delrina, from September 27, 1996 to June 27, 2000.

     On February 12, 1998, the Company and Delrina  re-negotiated  certain terms
of the asset purchase agreement whereby the Company agreed to accelerate payment
of its  obligation in  consideration  for a reduction in the effective  interest
rate, resulting in a reduction in imputed interest charges.

     As at April 30, 2000,  the Company had satisfied its payment  obligation to
Delrina and no further amount was outstanding under the Delrina debt.

15.  RESTRUCTURING

     On March 17, 1999, the Corporation  announced a restructuring plan directed
at reducing costs. The key restructuring actions included:

     o    Consolidation   of  management   responsibilities   and  reduction  in
          headcount.

     o    Closure of redundant facilities.

     o    Reduction in the carrying value of certain  capital  assets  primarily
          related to past  acquisitions.  o Cancellation of certain  commitments
          and other costs.

     The  following   table   summarizes  the  activity  in  the  provision  for
restructuring costs during the years ended April 30, 1999 and April 30, 2000:

<TABLE>
<CAPTION>
                         Employee                                            Non Cash      Total
                        Termination    Facilities    Other    Total Costs      Costs     Provision
                        -------------------------------------------------    --------    ---------
<S>                       <C>           <C>           <C>        <C>         <C>         <C>
Restructuring
 provision...........     $5,252        $ 2,914       $726       $8,892      $21,611     $30,503
Cash payments........     (1,175)           (36)      (207)       (1,418)      --         (1,418)
Non-cash items.......       --             --          --           --       (21,611)    (21,611)
                        -------------------------------------------------    --------    ---------
Balance,
 April 30, 1999......     $4,077        $ 2,878       $519       $7,474      $ --        $ 7,474
Cash payments........     (2,921)        (1,092)      (124)      (4,137)       --         (4,137)
Reductions...........       (566)          (540)        --       (1,106)       --         (1,106)
                        -------------------------------------------------    --------    ---------
Balance,
 April 30, 2000......     $  590        $ 1,246       $395       $2,231      $ --        $ 2,231
                        =================================================    ========    =========
Long term balance....     $ --          $ 1,059       $279       $1,338      $ --        $ 1,338
                        =================================================    ========    =========
</TABLE>

     Employee  terminations  totaled 105 and included 46 in sales and marketing,
40 in  research  in  development,  12 in internal  corporate  services  and 7 in
systems and  consulting  services.  All employees  were  terminated on or before
April 30, 1999. Employee  terminations  include salary continuance for which the
Company is contractually obligated to pay. During the year ended April 30, 2000,
the  Company's  liability  for  bonuses  and other  compensation  to  terminated
employees was reduced by $566,000.

     Facilities  costs consisted  primarily of $2.1 million and $780,000 related
to the closure of the  Company's UK and Toronto  facilities,  respectively.  The
provision for redundant  facilities includes  management's best estimates of the
total future  operating  costs of these vacant  facilities  for the remainder of
their  respective  lease terms.  Actual costs could differ from these estimates.
During  the year  ended  April  30,  2000,  the  Company  bought  out its  lease
obligation of its vacant  Toronto  facilities for $420,000 and was successful in
subleasing one of its vacant  facilities in the United Kingdom.  The Company has
not been  successful in finding  alternative  arrangements,  the lease for which
extends to 2010.  During the year ended April 30, 2000, the Company's  liability
for vacant facilities was reduced by $540,000.

     Other cash costs related  primarily to the  cancellation of trade shows and
other commitments.

     Non-cash costs include impairment losses of $21.6 million related to assets
held for use. The losses are comprised of $16.6 million related to marketing and
distribution rights, $3.1 million related to goodwill,  and $1.9 million related
to other capital assets.

16.  RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial  Accounting Standards Board ("FASB") issued the
Statement of Financial  Accounting  Standard  ("SFAS") No. 133,  "Accounting for
Derivative  Instruments  and Hedging  Activities"  ("SFAS 133").  This statement
establishes  accounting and reporting  standards for derivative  instruments and
hedging  activities  and is  effective  for all fiscal  quarters of fiscal years
beginning after June 15, 1999. In June,  1999, the FASB issued SFAS No.137 which
delays the effective  date of SFAS 133 until fiscal years  beginning  after June
15, 2000. Currently, as the Company has no derivative instruments,  the adoption
of SFAS No. 133 would have no impact on the  Company's  financial  condition  or
results  of  operations.  To the extent  the  Company  begins to enter into such
transactions in the future,  the Company will adopt the  Statement's  disclosure
requirements  in the  quarterly  and annual  financial  statements  for the year
ending April 30, 2002.

     On March 31, 2000, the Financial  Accounting  Standards Board (FASB) issued
Interpretation  No. 44,  Accounting  for Certain  Transactions  involving  Stock
Compensation - an interpretation  of APB Opinion No. 25 (FIN 44),  providing new
accounting  rules  for  stock-based  Compensation  under  APB  Opinion  No.  25,
Accounting  for Stock Issued to Employees  (APB 25). FIN 44 does not change FASB
Statement No. 123,  Accounting for Stock based  compensation  (FAS 123). The new
rules  are  significant  and will  result in  compensation  expense  in  several
situations in which no expense is typically  recorded  under  current  practice,
including option repricing, purchase business combinations and plans that permit
tax withholdings. FIN 44 is generally effective for transactions occurring after
July 1, 2000, but apply to repricings and some other transactions after December
15, 1998.  The Company does not expect the  adoption of this  Interpretation  to
have a material impact on its results of operations or financial position.

     In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial  Statements,
which was amended in March 2000 by SAB 101A. The SAB  summarizes  certain of the
SEC staff views in applying generally accepted accounting  principles to revenue
recognition  in  financial  statements.  This  SAB is  effective  beginning  the
Company's first quarter of fiscal 2001. The Company does not expect the adoption
of this SAB to have a material  impact on its results of operations or financial
position.


Item 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     Not applicable.
<PAGE>
                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  Company is a "foreign  private  issuer"  and as such is not subject to
section 16(a) of the Securities and Exchange Act of 1934.

     The following table sets forth certain information concerning the executive
officers and directors of the Company:

         Name                  Age                         Title
----------------------------- -------- -----------------------------------------

Abraham E. Ostrovsky.......     57  Chairman and Director
Kevin Francis..............     50  President and Chief Executive Officer and
                                    Director
James Bursey................    42  Senior Vice President & General Manager,
                                    Operations
Edward D. Capes............     46  Vice President, Customer Services and
                                    Business Processes
Jeffrey McMullen...........     40  Vice President Finance and Chief Financial
                                    Officer
Gwen Avery.................     37  Vice President, Marketing Operations
Donna Morris...............     32  Vice President, Human Resources and Training
Eric Stevens...............     39  Vice President, Research and Technology
                                    Evangelism
David Welch................     37  Vice President and General Manager, e-Forms
                                    Business Group
Don Henderson..............     51  Vice President and General Manager,
                                    e-Document Presentment Business Group
David Antila...............     40  Vice President and General Manager,
                                    e-Process Business Group
Declan Kelly...............     39  Senior Vice President and General Manager,
                                    European Solution Group
Deborah L. Weinstein......      40  Secretary
John B. Kelly..............     60  Director (1)
John Gleed.................     54  Director
Thomas E. Hicks............     47  Director (1)
Robert F. Allum............     54  Director (1)
Eric R. Goodwin............     58  Director (1)
Stephen A. Holinski........     53  Director
Graham C. Macmillan........     47  Director (1)
Dennis B. Maloney..........     53  Director (1)
John B. Millard............     61  Director (1)
Donald J. Payne............     67  Director (1)
Michael Rousseau...........     42  Director
Murray Shaw................     54  Director (1)
Paul K. Bates..............     49  Director nominee
Patrick Martin.............     59  Director  nominee

(1)  Messrs. John Kelly, Hicks, Allum,  Goodwin,  MacMillan,  Maloney,  Millard,
     Payne and Shaw are not  nominees  for  reappointment  as  directors  at the
     annual and special meeting of the shareholders of the company to be held on
     September 6, 2000.


     Mr.  Ostrovsky  joined the  Corporation  in August 1991 as  Executive  Vice
President  and  Chief  Operating  Officer.  He  served  as  President  and Chief
Executive  Officer  from  November  1991 to March 1994 and as the  Corporation's
Chairman and Chief  Executive  Officer  from March 1994 to August 1995,  when he
resigned as Chief  Executive  Officer.  Mr.  Ostrovsky  has been Chairman of the
Board of Directors and Chief Executive  Officer of Compressent  Corporation from
March 1996 to December 1997. Mr.  Ostrovsky is a director of SEEC,  Inc.,  Ixla,
Digital Now, CenterBeam and Net Manage.

     Mr. Francis  joined the  Corporation on May 15, 2000 as President and Chief
Executive Officer. Prior to joining the Corporation,  Mr. Francis held a variety
of positions  with Xerox Canada,  most recently as  President,  Chief  Executive
Officer and Chairman. Beginning in 1972 as a sales representative,  Mr. Francis'
extensive  experience  with Xerox  Canada  included  roles in sales,  marketing,
customer service, process re-engineering,  administration,  information systems,
general management, customer satisfaction and quality.

     Mr.  Bursey  joined the  Corporation  as Vice  President of Services in May
1995. He was promoted to his current position in February 1999. Prior to joining
the  Corporation,  Mr. Bursey was Managing  Director  Financial  Services at SHL
Systemhouse and Executive Director at Datacor Atlantic.  Mr. Bursey has resigned
from the Corporation effective July 31, 2000.

     Mr.  Capes  joined  the  Corporation  in  January  1999 as Vice  President,
Product/Program  Management. In February 1999 he was promoted to Vice President,
Product  Development  and Customer  Services and in June 2000 was appointed Vice
President and General Manager,  Customer Satisfaction and Business Process Unit.
Prior to joining the Corporation, Mr. Capes was Vice President of Public Carrier
Networks at Nortel, where he had worked since 1988.

     Mr. McMullen  joined the Corporation in October 1994 as Controller.  He was
promoted  to Vice  President  and  Controller  in June  1997 and to his  current
position as Vice  President  Finance and Chief  Financial  Officer in  September
1998.

     Ms. Avery  joined the  Corporation  in October  1998 as Director,  Industry
Solutions. In March 1999, she became Director,  Marketing Communications and was
promoted to Vice  President,  Marketing  Operations in November  1999.  Prior to
joining the  Corporation,  Ms.  Avery was  Director,  Communications  at Fulcrum
Technologies and previously held marketing positions at Cognos Incorporated.

     Ms.  Morris  joined the  Corporation  in February  1998 as  Manager,  Human
Resources.  In December 1999, Ms. Morris was promoted to Vice  President,  Human
Resources. Prior to joining the Corporation, Ms. Morris was the Manager of Human
Resources at Fulcrum  Technologies,  and  previously  also held human  resources
specialist  and  generalist  roles in public,  private,  and union and non-union
organizations.

     Mr. Stevens joined the Corporation in September 1996. He has held positions
as Director,  Marketing  Strategies and Chief  Technical  Evangelist  within the
Company.  In  March  2000,  he was  promoted  to Vice  President,  Research  and
Technology Evangelism.  Prior to joining the Corporation,  Mr. Stevens was Group
Product Manager with Symantec and Delrina.

     Mr.  Welch  joined the  Corporation  in June 1985 as a software  developer.
During  his 15  years  with the  Corporation,  he has  held  various  management
positions  within the  software  development,  consulting  services and alliance
management  areas.  In April 2000,  Mr. Welch was promoted to Vice President and
General Manager, e-forms Business Unit.

     Mr.  Henderson joined the Corporation in September 1987. Since that time he
has held senior positions in sales,  alliance  programs and product  management.
Mr.  Henderson  left the  Corporation  in 1998 for a period  of two (2) years as
president  of  a  startup  in  the  mobile  computing  space.  He  rejoined  the
Corporation in May 2000 as Vice President and General  Manager of the Electronic
Document Presentment business unit. Prior to 1987 Mr. Henderson was president of
a small software firm and held various positions with SHL-Systemhouse.

     Mr.  Antila  joined  the   Corporation  in  January  1998  as  Director  of
Technology, Services. In June 1998 he was promoted to Director and Group Product
Manager,  a position  which he held until June 2000 when he was  promoted to his
current role as Vice  President and General  Manager for the e-process  Business
Unit.  Prior to joining the  Corporation,  Mr. Antila was a co-founder and Chief
Technology  Officer of  WorkFlow  Partners  &  Technology  Services,  a workflow
consultancy acquired by JetForm in 1998.

     Mr.  Declan  Kelly joined the  Corporation,  in January of 1998 as Managing
Director of the European Services Operation.  In October 1999, Mr. Kelly assumed
overall  responsibility for the European,  Middle East and African operations of
the Corporation.  Prior to joining the Corporation,  Mr. Kelly worked for ICL, a
UK based international systems integration house.

     Ms.  Weinstein has served as secretary of the  Corporation  since September
1993. Ms. Weinstein is a founding partner of LaBarge  Weinstein,  Canadian legal
counsel to the  Corporation.  From February 1991 to January 1997, Ms.  Weinstein
was a partner  with the law firm of  Blake,  Cassels &  Graydon.  Ms.  Weinstein
currently  acts  as  a  director   and/or   secretary  of  MOSAID   Technologies
Incorporated and AIT Advanced Information Technologies Corporation.

     Mr. John B. Kelly joined the Corporation on March 31, 1994 as President and
Chief Operating  Officer and was appointed Chief Executive Officer on August 24,
1995.  Prior to joining the  Corporation  he was President  and Chief  Executive
Officer  of  Why  Interactive  Inc.  (formerly  DVS   Communications   Inc.),  a
multi-media  based  integrated  learning  systems company between 1985 and March
1994.  Effective  December  1,  1999 Mr.  Kelly was no  longer  employed  by the
Corporation.

     Mr. Gleed is a founder of the  Corporation  and was its President from June
1982 until June 1990,  when he was  appointed  to the  position  of Senior  Vice
President and Chief Technology Officer with the Corporation, which he held until
his retirement on June 30, 1999. See "Termination of Employment".  During fiscal
year 2000,  Mr. Gleed served as interim  Chief  Executive  Officer from December
1999 to May 2000.  Mr. Gleed also served as Chairman of the Board from June 1990
to March 1994.

     Mr. Hicks is a founder of the  Corporation  and served as a senior  project
manager from the  Corporation's  inception  until  September  1991,  when he was
appointed Vice President,  Systems Engineering.  In March 1994, he was appointed
Vice  President,   Strategic  Programs  and  became  Vice  President  and  Chief
Information Officer in January 1997. In May 1998, he became Vice President Group
Product Manager for the Corporation's  Output Products, a position he held until
his retirement in June 2000.

     Mr. Allum has served as a director of the  Corporation  since 1983. He is a
founder of the  Corporation  and was  Chairman of the Board from 1983 until June
1990,  when he was  appointed  to the  position of  Executive  Vice  President--
Consulting Services, which he held until March 1994. From March 1994 until April
1996, Mr. Allum was the Corporation's Vice President Special Projects.  In April
1996, Mr. Allum resigned as an officer of the Corporation.

     Mr.  Goodwin has served as a director of the  Corporation  since  September
1996. He is a founder of Fulcrum Technologies Inc., a provider of text retrieval
software,  and was its  President  and Chief  Executive  Officer from 1990 until
January 1997,  when he became its Chairman and Chief  Executive  Officer.  He is
currently Chief Executive Officer of Flonetwork Inc.

     Mr. Holinski has been Executive Vice President and Chief Financial  Officer
of North American  Gateway Inc. since May 1999.  Prior to joining North American
Gateway,  he was the Senior Vice President and Chief Financial  Officer of Moore
Corporation  Limited between May 1994 and May 1999.  Prior to joining Moore, Mr.
Holinski was Treasurer of Northern  Telecom Ltd. from March 1994 until May 1994,
and Vice  President  Product  Finance from  September 1993 until March 1994. Mr.
Holinski was Vice  President  Finance with Northern  Telecom Europe from January
1991 until September 1993.

     Mr.  Macmillan has served as a director of the Corporation  since 1994. Mr.
Macmillan was a Director of Investment  Banking at  Richardson  Greenshields  of
Canada  Ltd.  ("Richardson  Greenshields")  from  1989  to  November  1996.  Mr.
Macmillan  became a Vice President and Director of RBC Dominion  Securities Inc.
following the acquisition of Richardson  Greenshields by RBC Dominion Securities
Inc. in November 1996.

     Mr. Maloney has served as a director of the  Corporation  since 1994 and is
currently  President and Chief Operating  Officer of  HealthAxis.com,  a leading
supplier of technology  solutions to the health care industry.  Prior to joining
HealthAxis,  Mr. Maloney spent 20 years with SHL Systemhouse Inc., most recently
as President of the Global  Outsourcing  Division.  Mr. Maloney began his career
with IBM

     Dr.  Millard has served as a director of the  Corporation  since June 1998.
Mr.  Millard was President and Chief  Executive  Officer,  and director of Mitel
Corporation  between  1993 and 1998.  Prior to joining  Mitel,  Dr.  Millard was
Senior Vice President of NEC America from 1990 to 1993. Mr Millard is a director
of EGazelles,  Mosaid  Technologies  Incorporated,  SiGe Microsystems,  Red Line
Communications and Positron Public Safety Systems

     Mr. Payne has served as a director of the Corporation since 1995. He became
the Chief  Operating  Officer of Bitwise  Designs  Inc. in 1996.  Mr.  Payne was
President of the Air Courier Division,  Federal Armored Express,  Inc. from 1993
to 1996.  From 1990 to 1993,  he was President  and Chief  Executive  Officer of
Enable  Software,  Inc.  In June  1996,  Mr.  Payne was  elected to the Board of
Directors of Flow Management  Technologies,  a developer of medical software and
effective  October  1998, he became  Director and President of FMT's  HealthCare
Division.

     Mr.  Rousseau has served as a director of the  Corporation  since September
1999. He is currently Senior Vice President and Chief Financial Officer of Moore
Corporation  Limited,  and has been  since May  1999.  Prior to that  time,  Mr.
Rousseau  served  as Vice  President  and Chief  Financial  Officer  of  Silcorp
Limited.

     Mr. Shaw has served as a director of the Corporation since June 2000. He is
currently Director of Business Development at Moore Corporation Limited.

     Mr.  Bates has been the  President  and CEO of  Charles  Schwab  Canada Co.
("Schwab Canada") the Canadian  subsidiary of the on-line brokerage firm Charles
Schwab & Co. Inc. since February 1999. Prior to joining Schwab Canada, Mr. Bates
was the founder and Chief Executive Officer of Priority Brokerage Inc. which was
acquired  by Schwab  Canada  in  February  1999.  Mr.  Bates has also  served as
President and Chief Operating Officer of the brokerage firms Green Line Investor
Services Inc. and Marathon Brokerage Inc.

     Mr. Martin has been the President and Chief Operating  Officer and Chairman
of Storage Technology  Corporation since July 11, 2000. Prior to joining Storage
Technology  Corporation  he spent 23 years at Xerox  Corporation,  most recently
serving as President, North American Solutions Group.

Committees of the Board of Directors

     There are two  standing  Committees  of the Board of  Directors:  the Audit
Committee and the Compensation Committee. The Board of Directors does not have a
Nominating Committee.

     The Audit Committee oversees the Corporation's  financial reporting process
and internal controls,  and consults with management,  the internal accountants,
and the  Corporation's  independent  auditors  on matters  related to the annual
audit  of  the  Corporation  and  the  internal  controls,  published  financial
statements,  accounting  principles and auditing  procedures being applied.  The
Committee also reviews  management's  evaluation of the auditors'  independence,
and submits to the Board of Directors its recommendations for the appointment of
auditors.  The  members of the Audit  Committee  are Messrs.  Stephen  Holinski,
Robert  Allum,  and John Millard.  The committee  reports to the full Board each
time the committee meets.

     The Compensation Committee has administered the Corporation's 1990 Employee
Stock Option Plan and 1993 Employee Stock Option Plan and currently  administers
the 1995 Stock  Option  Plan and the 1997  Employee  Stock  Purchase  Plan.  The
Committee also consults generally with, and makes  recommendations to, the Board
of Directors on matters concerning executive compensation,  including individual
salary rates,  supplemental  compensation and special awards. The members of the
Compensation  Committee are Messrs.  Graham Macmillan,  Robert Allum, and Donald
Payne. The committee reports to the full Board each time the committee meets.

Board and Board Committee Meetings

     During the fiscal year ended April 30, 2000, the Board of Directors held 11
meetings,  the Audit  Committee held 5 meetings and the  Compensation  Committee
held 3 meetings.  All  Directors  attended at least 75% of the  aggregate of all
meetings of the Board and all committees on which they served.

Item 11. EXECUTIVE COMPENSATION

     The  following  table  sets  forth  the  total  compensation  paid to those
individuals  who occupied the office of Chief  Executive  Officer  during fiscal
year 2000,  the four other most  highly  compensated  executive  officers of the
Company and the former  executive  officer  whose  compensation  would have been
disclosed  if he was still  employed by the  Company for the fiscal  years ended
April 30, 2000,  1999 and 1998:

<TABLE>
<CAPTION>

                                                                                   Long term
                                                                                  Compensation
                                                       Annual Compansation          Awards
                                                     ---------------------        ------------
Name and Principal Position           Year ended                                    Number of          Other
                                       April 30,     Salary (1)      Bonus(1)      Options(2)     Compensation(1)
<S>                                      <C>         <C>             <C>             <C>          <C>
John B. Kelly (3)                        2000        $455,000        $      -              -      $        -
   Former President and Chief            1999        $455,000        $      -        148,150      $        -
   Executive Officer                     1998        $348,750        $111,019        190,000      $        -

John Gleed (4)                           2000        $247,500        $      -         35,000      $        -
   President and Chief                   1999        $211,250        $      -         25,300      $        -
   Executive Officer                     1998        $202,500        $ 64,463         82,000      $        -

James Bursey                             2000        $250,000        $100,000              -      $        -
   Senior Vice President                 1999        $229,628        $ 40,000         59,340      $        -
   Operations                            1998        $165,000        $ 80,000         47,000      $        -

Edward Capes                             2000        $175,000        $ 15,000              -      $        -
   Vice President                        1999        $ 51,664        $      -         30,300      $        -
   Product Development                   1998        $      -        $      -              -      $        -

Jeffrey McMullen                         2000        $170,000        $      -              -      $        -
   Vice President Finance                1999        $145,000        $  7,500         25,300      $        -
   Chief Financial Officer               1998        $ 90,000        $ 25,125         24,260      $        -

Declan Kelly (5)                         2000        $180,946        $144,856         10,000      $        -
   Vice President                        1999        $126,537        $ 31,992          9,560      $        -
   European Operations                   1998        $      -        $      -              -      $        -

Andrew Jackson (6)                       2000        $160,000        $ 35,000              -      $        -
   Former Senior Vice President          1999        $133,470        $ 12,300         25,000      $        -
   Marketing                             1998        $ 95,871        $ 17,750          5,180      $        -

(1)  All references to "$" in this section are to Canadian dollars.

(2)  The Company has not issued any stock appreciation rights.

(3)  Base salary is annualised. Mr. Kelly served as President and Chief Executive Officer until December 1999. See "Termination of
     Employment".

(4)  Mr. Gleed served as interim President and interim Chief Executive Officer from December 1999 to May 2000 when he retired. See
     "Employment Agreements" below.

(5)  Mr. Declan Kelly's salary was converted from Irish Punts using the average exchange rate during the year.


(6)  Mr. Jackson's employment with the Corporation ended in April 2000.  Information regarding his compensation is set forth above
     since Mr.  Jackson  would have  qualified  as one of the four most highly paid  executive  officers had he been serving as an
     executive officer of the Corporation at the end of fiscal year 2000. See "Termination of Employment" below.

</TABLE>

     The following  table sets forth the stock options granted during the fiscal
year ended April 30, 2000 to each of the Company's  executive  officers named in
the Summary Compensation Table:
<TABLE>
<CAPTION>

                            2000 Stock Option Grants
-------------------------------------------------------------------------------------------------------------------
                                            % of total                                   Potential Realized Value
                                 Shares       options                                     at Assumed Annual Rate
                               underlying   granted to    Exercise                            of Stock Price
                               number of     employees   Price per                       Appreciation over Option
                                options      in Fiscal     Share                                 Term (2)
                                                                                         --------------------------
            Name                granted        2000       (in US$)         Expiry             5%           10%
            ----                -------        ----       --------         ------             --           ---
<S>                              <C>           <C>      <C>            <C>                  <C>         <C>
John Gleed                       35,000(1)     4.5%     $ 4.750        December 1, 2003     53,029      114,200
John B. Kelly                      --           --           --              --               --           --
James Bursey                       --           --           --              --               --           --
Edward Capes                       --           --           --              --               --           --
Jeffrey McMullen                   --           --           --              --               --           --
Declan Kelly                     10,000(1)     1.3%     $ 4.063        October 1, 2003      12,960       27,909
Andrew Jackson                     --           --           --              --               --           --
Keith Sinclair                     --           --           --              --               --           --

(1)  Options are exercisable  starting 6 months after the date of grant, with one-sixth of the shares becoming exercisable at that
     time and with an additional  one-sixth of the option shares becoming  exercisable on each  successive six month period,  with
     full vesting occurring on the third anniversary date. All options expire on the fourth anniversary date.

(2)  The calculated  potential  realized  value is expressed in Canadian  dollars using the exchange rate in effect at the date of
     option grant.
</TABLE>

2000 Aggregate Option Exercises and Year-end Option Values

     The following table sets forth the number of shares acquired on exercise of
stock options and the  aggregate  gains  realised on exercise  during the fiscal
year ended on April 30, 2000, by the Company's  executive  officers named in the
Summary  Compensation  Table.  The table  also sets  forth the  number of shares
covered by  exercisable  and  unexercisable  options held by such  executives on
April 30, 2000, and the aggregate  gains that would have been realised had these
options been exercised on April 30, 2000,  even though the  exercisable  options
were not exercised, and the unexercisable options could not have been exercised,
on April 30, 2000.
<TABLE>
<CAPTION>


                        Acquired on                           Unexercised Options                Options
                         Exercise                              at April 30, 2000           at April 30, 2000(b)
                          during            Value       -----------------------------  -----------------------------
     Name               Fiscal 2000      realized(a)    Exercisable     Unexercisable  Exercisable     Unexercisable
     ----               -----------      -----------    -----------     -------------  -----------     -------------
<S>                     <C>              <C>            <C>             <C>            <C>             <C>
John B. Kelly             63,550          $239,078        249,867          104,733       $93,891         $187,783
John Gleed                  -                 -            98,768           73,532        28,081          124,147
James Bursey                -                 -            93,114           50,226        65,857          131,714
Jeffrey McMullen            -                 -            34,433           21,619        28,081           56,155
Edward Capes                -                 -            10,101           20,199        28,081           56,155
Declan Kelly                -                 -            10,189           17,371        15,548           45,877
Andrew Jackson              -                 -            17,048             -           27,748         $   -

(a)  Value is based on the closing price on the date of exercise less the exercise price and the closing exchange rate on the date
     of exercise.

(b)  Value of exercisable and unexercisable  options is based on the April 30, 2000, closing bid price of US$ 6.0625 per share and
     exchange rate of US$1.00 = Cdn. $1.4801,  less the exercise price. Options are in-the-money if the market value of the shares
     covered thereby is greater than the option exercise price.
</TABLE>

The Corporation does not maintain any long-term incentive plans.

Compensation of Directors

     The Board of  Directors  has  determined  for the year ended April 30, 2001
that each  non-employee,  non-Moore  nominated director be paid an annual fee of
US$10,000,  plus  US$1,000  per  meeting in person  and  US$500  per  meeting by
telephone.  In  addition,  the  Chairman  of the Board and the  Chairman of each
Committee of the Board will be paid an additional  US$5,000.  No directors  were
granted  stock  options  during the year ended April 30,  2000,  except in their
capacity as employees of the Corporation, if applicable.  Non-employee directors
are reimbursed for their  reasonable  expenses  incurred in attending  Board and
committee meetings.

Employment Agreements / Termination of Employment

     The Corporation has entered into employment  agreements with John B. Kelly,
James  Bursey,  Jeffrey  McMullen,  Edward Capes and Declan Kelly each of which,
except as noted below, contain substantially similar provisions.

     Each employment agreement provides that the executive shall devote his full
time and attention to performing his duties for the Corporation. In the event of
termination  by  the  executive  for  good  reason  (a  material  change  in his
responsibilities,  a failure  to  maintain  his  compensation  and  benefits,  a
material  breach by the  Corporation  under  the  employment  agreement,  or the
failure  by the  Corporation  to have the  employment  agreement  assumed by any
successor  to the  Corporation),  or by the  Corporation  for other than  cause,
death,  disability or retirement,  the Corporation  will pay salary and vacation
pay earned to the date of termination  as well as a multiple of the  executive's
salary (the "Termination Payments"). Except as noted below, the Corporation will
also  continue all granted  options  according to their terms.  If the Executive
terminates their  employment  agreement on thirty (30) days notice within ninety
(90) days of a change in control of the  Corporation,  the Corporation  shall be
obligated to make the Termination  Payments.  Additionally,  all granted options
shall  become   immediately   exercisable  upon  a  change  of  control  of  the
Corporation.  Each employment agreement provides that the executive maintain the
confidentiality of the Corporation's  confidential  information indefinitely and
further  provides that the executive  shall not compete with the Corporation nor
solicit its employees for a certain  period of time following  termination  (the
"Non-compete Term").

     Effective December 1, 1999 Mr. John B. Kelly's employment was terminated by
the Corporation for other than cause, death or disability in accordance with the
terms of his employment agreement.  Mr. John B. Kelly's Termination Payments are
equal  to  three  times  his  then  current  salary  and up to  $30,000  for job
relocation  expenses.  His Non-compete Term is for three years. All options will
continue  to  vest  and  be  exercisable  for a  period  of  three  years  after
termination.

     The Termination  Payments for each of Mr. Bursey,  Mr. McMullen,  Mr. Capes
and Mr. Declan Kelly (the  "Executives") are equal to one times their respective
then current salary and up to $15,000 for job relocation  expenses.  Non-compete
Term for each of the Executives is for one year. All options held by each of the
Executives  will  continue to vest and be  exercisable  for a period of one year
after  termination by the Executive for good reason,  or by the  Corporation for
other than cause, death,  disability or retirement.  Mr. Bursey has tendered his
resignation  from the  Corporation  to be effective  July 31, 2000.  In order to
induce  Mr.  Bursey to remain  with the  Corporation  until July 31,  2000,  the
Corporation  has agreed to continue his current salary for a period of 18 months
thereafter,  provided  that he will continue to be paid only one-half his salary
in the event he obtains alternate employment during such time.

     The  Corporation  entered into an  employment  agreement  with Mr. Gleed to
outline the terms of his  compensation  and  benefits in his role as the interim
President and Chief Executive Officer of the Corporation. The Corporation agreed
to pay Mr. Gleed $1,500 per day while he served as interim  President  and Chief
Executive  Officer and thereafter a monthly  retainer of $7,500 for professional
consulting  services until April 30, 2002. All options granted to Mr. Gleed will
vest and continue to be  exercisable  until expiry  notwithstanding  Mr. Gleed's
retirement.

Directors' And Officers' Liability Insurance

     The  Corporation  presently  maintains  directors' and officers'  liability
insurance  in the  aggregate  principal  amount of US$10.0  million.  The annual
premium  payable  for this  insurance  during the year ended  April 30, 2000 was
$185,500.  The by-laws of the Corporation generally provide that the Corporation
shall  indemnify a director  or officer of the  Corporation  and  certain  other
bodies  corporate  against  liability  incurred  in such  capacity to the extent
permitted or required by the Canada Business Corporations Act. To the extent the
Corporation  is required to indemnify the directors or officers  pursuant to the
by-laws,  the insurance  policy  provides that the Corporation is liable for the
initial  US$100,000  in the aggregate for each loss with respect to the insuring
agreement.

Compensation Committee Interlocks and Insider
Participation in Compensation Decisions

     At April 30, 2000, the members of the  Compensation  Committee were Messrs.
Allum, Macmillan and Payne, all non-employee directors of the Company. Graham C.
Macmillan, a director of the Company and a member of the Compensation Committee,
is a Vice President and Director of RBC Dominion  Securities Inc., a provider of
investment  banking  and other  services to the  Company.  The  Committee  has a
mandate to: (a) monitor  compliance  with  legislation  applicable in respect of
employment practices of the Company, (b) determine the appropriate allocation of
options, (c) recommend Chief Executive Officer and senior officer  compensation,
(d) monitor  compliance  with  statutory  requirements  for  employment  matters
including  remittances  and  legislation,  and (e) review levels of compensation
generally  for the  Company.  The  Committee  met three times in fiscal 2000 and
acted by way of resolution on other occasions.

Report on Executive Compensation

     The philosophy of the Corporation in the  determination of senior executive
compensation is to encourage  performance in order to expand the position of the
Corporation in a highly  competitive  environment.  For the year ended April 30,
2000,  the  process  utilized  by  the  Compensation  Committee  in  determining
executive officer  compensation levels was based upon the Committee's  judgment,
taking into account both qualitative and quantitative factors. Among the factors
considered  by the Committee  were the  recommendations  of the Chief  Executive
Officer with respect to the  compensation  of the  Corporation's  key  executive
officers.   However,  the  Committee  made  the  final  compensation   decisions
concerning such officers. The Committee established the compensation payable for
John B.  Kelly  and John  Gleed,  both of whom  served  as  President  and Chief
Executive  Officer.  Mr. Kelly or Mr. Gleed,  as applicable,  then  recommended,
subject to the Committee's  review and the Board's  approval,  the  compensation
payable to the other executive officers.

     The Committee's  fundamental policy is to offer the Corporation's executive
officers competitive  compensation  opportunities based upon overall Corporation
performance,  their  individual  contribution  to the  financial  success of the
Corporation,  and their personal performance. It is the Committee's objective to
have a substantial  portion of each officer's  compensation  contingent upon the
Corporation's performance,  as well as upon his or her own level of performance.
Accordingly,  each executive  officer's  compensation  package  comprises  three
elements:  (i) base  salary,  which is  established  primarily  on the  basis of
individual performance and market considerations; (ii) annual variable incentive
compensation awards payable in cash and tied to the Corporation's achievement of
financial  performance  goals and the executive's  contribution and, (iii) stock
option  grants at market  price which  strengthen  the  mutuality  of  interests
between the  executive  officers  and the  shareholders.  Under the terms of the
stock option plan,  options  generally must be exercised within a period of four
or five years from the date of the grant. All options granted  terminate 30 days
after  termination  of  employment  unless  otherwise  determined  by the  Chief
Executive Officer, or as provided in an executive's employment agreement.

Performance Graph

     The Common  Shares of the  Company  began  trading on the NASDAQ  Small Cap
Market System in April 1993. The following graph compares the yearly  percentage
return since April 30, 1994 on the Company's  Common  Shares,  compared with the
percentage  change in the  NASDAQ  index of all US and  foreign  issues  and the
NASDAQ index of computer and data processing companies.


700% -
                                                                       A    676%
600% -

500% -

400% -
                                                            A          O    373%
300% -                      X                    X

200% -                                X          A
                 X                    A          O          O
100% -                      A         O
                            O
                 O                                                      X    30%
  0% -XOA                                                   X
  April 30,  April 30,  April 30,  April 30,  April 30,  April 30,  April 30,
    1994       1995       1996       1997       1998       1999       2000

X = Common Shares of the Company
O = NASDAQ index of US and Foreign Issues
A = NASDAQ index of Computer and Data Processing Companies


Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth certain  information  regarding  beneficial
ownership of the Company's Common Shares as of July 13, 2000: (i) by each person
who is known by the Company to own  beneficially  more than five  percent of the
outstanding Common Shares,  (ii) by each director and named executive officer of
the Company and (iii) by all directors and executive  officers of the Company as
a group at any time during fiscal year ended April 30, 2000.  There is no family
relationship between any directors or executive officers of the Company.

                                                    Number         Percentage
                                                  of Shares        of Shares
                                                 Beneficially     Beneficially
Beneficial Owner(1)                                 Owned            Owned

Directors and Named Executive Officers
Robert F. Allum(2)..........................         228,978          1.17%
James Bursey(3) ............................          83,780            *
Edward Capes(4).............................          18,374            *
Kevin Francis...............................          17,450            *
John Gleed(5)...............................         297,080          1.5%
Eric R. Goodwin(6)..........................          24,668            *
Thomas E. Hicks(7)..........................         204,628          1.04%
Stephen A. Holinski (8).....................           4,668            *
John B. Kelly(10)...........................         283,367          1.42%
Declan Kelly (9)............................          14,934            *
Graham C. Macmillan(11).....................          26,668            *
Dennis B. Maloney(12).......................          29,668            *
Jeffrey McMullen(13) .......................          36,561            *
John B. Millard(14).........................          11,635            *
Abraham E. Ostrovsky(15)....................         151,312            *
Donald J. Payne(16).........................          43,167            *
Michael Rousseau (17).......................       2,558,748         12.96%
Murray Shaw (17)............................       2,558,748         12.96%
All directors and executive officers (18)          1,515,276          7.38%
5% Shareholders
Moore Corporation Limited (19)..............       2,558,748          12.96%

----------
*    Less than 1%

(1)  A person is deemed to be the  beneficial  owner of  securities  that can be
     acquired by such person within 60 days from July 21, 2000, whether pursuant
     to the exercise of options,  conversion of  securities  or otherwise.  Each
     beneficial  owner's  percentage of ownership is determined by assuming that
     options or convertible  preference shares that are held by such person (but
     not  those  held  by any  other  person)  and  which  are  exercisable  (or
     convertible)  within 60 days of July 21, 2000 have been  exercised.  Unless
     otherwise noted in the footnotes below,  the Corporation  believes that all
     persons named in the table have sole voting power and investment power with
     respect to all common shares  beneficially owned by them.  Statements as to
     securities  beneficially  owned by  directors,  nominees for  directors and
     executive officers, or as to securities over which they exercise control or
     direction,  are  based  upon  information  obtained  from  such  directors,
     nominees and executives and from records available to the Corporation.

(2)  Includes  129,976 common shares owned by Mr. Allum's spouse.  Also includes
     17,668 common shares subject to options. Mr. Allum disclaims any beneficial
     interest in shares owned by his spouse.

(3)  All common shares subject to options.

(4)  Includes 10,101 common shares subject to options

(5)  Includes 100,000 common shares owned by two holding companies controlled by
     Mr.  Gleed for the benefit of his  children.  Also  includes  5,000  common
     shares owned by Mr.  Gleed's  spouse.  Also includes  120,433 common shares
     subject to options and 11,492 common shares  subject to options held by Mr.
     Gleed's spouse. Mr. Gleed disclaims any beneficial  interest in such common
     shares and options owned by his spouse.

(6)  All common shares subject to options.

(7)  Includes  82,268 common shares owned by Mr.  Hicks'  spouse.  Also includes
     47,000 common shares subject to options.  Also includes 4,571 common shares
     subject to options  owned by Mr.  Hicks'  spouse.  Mr. Hicks  disclaims any
     beneficial interest in such common shares and options owned by his spouse.

(8)  Includes 2,668 common shares subject to options.

(9)  Includes 10,189 common shares subject to options.

(10) Includes 269,867 common shares subject to options.

(11) Includes 24,668 common shares subject to options.

(12) Includes 24,668 common shares subject to options.

(13) Includes 35,853 common shares subject to options.

(14) Includes 9,335 common shares subject to options.

(15) Includes  35,000  common shares owned by two trusts  (17,500  common shares
     each) of  which  Mr.  Ostrovsky  is the  trustee,  for the  benefit  of Mr.
     Ostrovsky's  two children.  Also includes  60,668 common shares  subject to
     options.

(16) Includes 38,668 common shares subject to options.

(17) Includes 1,992,084 common shares,  450,448  convertible  preference shares,
     which are  convertible at any time into 450,448  common shares,  subject to
     conditional  provisions,  and 116,216 common shares subject to options. All
     such shares are  beneficially  owned by Moore  Corporation  Limited and are
     deemed to be owned by Mr.  Rousseau and Dr. Shaw by virtue of the fact that
     they are the director nominees of Moore Corporation Limited.

(18) Includes common shares  indirectly owned and 900,131 common shares that may
     be acquired upon exercise of options.  Excludes the 2,558,748 common shares
     beneficially owned by Moore Corporation  Limited,  which are also deemed to
     be  beneficially  owned by Mr.  Rousseau and Dr. Shaw by virtue of the fact
     that they are the  director  nominees  of Moore  Corporation  Limited.  The
     beneficial  ownership of such common shares by Moore Corporation Limited is
     set forth above.

(19) Includes 1,992,084 common shares,  450,448  convertible  preference shares,
     which are  convertible at any time into 450,448  common shares,  subject to
     conditional provisions, and 116,216 common shares subject to options.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Corporation  concluded an investment  agreement with Moore  Corporation
Limited   ("Moore")  in  August  1994  under  which  Moore  acquired   2,263,782
convertible   preference   shares   (the   "preference   shares")   representing
approximately   18.5%  of  the  Corporation's   common  share  equivalents  then
outstanding for net proceeds of approximately $24.8 million. Moore also acquired
an option to purchase  178,750 common shares of the  Corporation  for a price of
US$8.25 per share (the "Special  Options")  and a conditional  option to acquire
7,726,375  common shares of the  Corporation  no later than December 30, 1999 at
prices ranging from US$15.00 per share to US$20.00 per share, subject to certain
anti-dilution  provisions  (the  "Moore  Options").  In  accordance  with  these
anti-dilution  rights, during the year ended April 30, 1996, Moore also acquired
an option to acquire  116,216  common shares of the  Corporation at US$16.50 per
share.

     In June 1996 the Corporation negotiated the repurchase of the Moore Options
in order to eliminate the perceived  dilutive effect of the Moore Options on the
price of the  Corporation's  common shares.  As a result,  on June 27, 1996, the
Corporation entered into an agreement with Moore under which a subsidiary of the
Corporation  repurchased the Moore Options for  consideration of US$34.0 million
($46.3  million),  paid for through the issuance by the  Corporation to Moore of
1,813,334  common shares and incurred  additional  expenses  associated with the
transaction of $749,000.  The consideration  paid for the options was determined
by arm's length  negotiation  between the parties.  Subsequently,  Moore sold to
various third parties 1,813,334 of its preference  shares,  which were converted
into an equal number of common shares,  and Moore  exercised the Special Options
to  acquire  178,750  common  shares at US$8.25  per  share.  As a result of the
foregoing,  at April 30,  2000,  Moore held  1,992,084  common  shares,  450,448
preference   shares  and  options  to  purchase   116,216   common   shares  or,
approximately  12% of all  outstanding  common and preference  shares on a fully
diluted basis. The Corporation and Moore also entered into a long-term strategic
alliance in August  1994,  under which sales of the  Corporation's  products and
services in certain vertical markets would be focused through Moore.  Moore also
committed to make certain minimum purchases from the Corporation of its products
for  resale.  The  Corporation  and Moore  amended  the  terms of the  strategic
alliance as of June 27, 1996, April 30, 1997 and April 30, 1998. Pursuant to the
amended  strategic  alliance,  effective  January  1, 2000,  Moore  relinquished
exclusive  marketing rights in all vertical markets and non-exclusive  marketing
and distribution rights to all markets worldwide. The amended strategic alliance
continues  to provide for the  promotion  by Moore and the  Corporation  of each
other's solutions.  Under the amended strategic alliance,  Moore is committed to
make  purchases of the  Corporation's  products for resale of US$1.0  million in
each of calendar years 1998 through 2003.

     Certain other  agreements  entered into with Moore in August 1994 were also
amended and restated as at June 27, 1996. As long as Moore  beneficially owns at
least 10% of the outstanding  common and preference  shares of the  Corporation,
Moore is  entitled to  nominate  two  directors  to the  Corporation's  Board of
Directors and as long as Moore  beneficially owns at least 5% of the outstanding
common and preference  shares of the Corporation,  Moore is entitled to nominate
one director to the Corporation's  Board of Directors.  Notwithstanding  Moore's
ownership of more than 10% of the  outstanding  common and preference  shares of
the  Corporation,  Moore  has  agreed  to  nominate  only  one  director  to the
Corporation's Board of Directors. For purposes of calculating Moore's beneficial
ownership, any common shares issued after June 27, 1996 pursuant to the exercise
of options or other rights  granted after such date  pursuant to employee  stock
plans are treated as not outstanding. Certain insiders have agreed to vote their
shares in favour of Moore's nominees for election to the Corporation's  Board of
Directors. So long as Moore owns not less than 10% of the outstanding common and
preference  shares,  Moore continues to be entitled to a pre-emptive  right with
respect to issuances by the  Corporation  of additional  equity shares or shares
convertible into equity shares, although the pre-emptive right does not apply to
securities  issued by the  Corporation  pursuant to employee  stock  purchase or
stock option or other employee stock incentive plans. Prior to conversion,  each
preference  share is entitled to one vote and is to vote with the common  shares
as a single class; provided that, if at any time Moore's beneficial ownership of
common  and  preference  shares is less than 15% of the  outstanding  common and
preference shares, Moore has agreed to vote its preference shares as directed by
the Corporation, with certain exceptions.

     The  Corporation  and Moore have also  entered into a  Registration  Rights
Agreement pursuant to which Moore may require the Corporation to register common
shares  issued  upon  conversion  of the  preference  shares or  exercise of the
options (a "Demand  Registration") under the Securities Act of 1933 (the "Act"),
subject to certain  limitations.  Moore will be  entitled to require up to three
Demand  Registrations  at any  time,  one  of  which  must  be  paid  for by the
Corporation,  and  participate in any other  registration  of the  Corporation's
securities  under the Act,  subject to certain  limitations.  Moore may publicly
sell any common shares registered under the Act.

     During fiscal year 1999, the Corporation (or its subsidiaries) entered into
certain  agreements  with  Hugh  Millikin  ("Millikin"),  a former  Senior  Vice
President,  and Indigo Pacific Pty Limited  ("Indigo"),  a company controlled by
Millikin.

     In July 1999,  JetForm Pacific Pty Limited  transferred  certain assets and
liabilities to Indigo for a net purchase price of Cdn.$50,000  (after  deducting
the value of assumed liabilities from the total purchase price of Cdn.$229,952).
Such assets  included the assets used in the  business of JetForm PTE Ltd.,  the
Corporation's Singapore subsidiary. In August 1999, the Corporation entered into
a distribution  agreement with Indigo,  permitting Indigo to distribute  certain
software  of the  Corporation  and to resell  support  services  throughout  the
Pacific Rim,  exclusive of Japan and mainland China, and requiring Indigo to pay
royalty  fees to the  Corporation  equal to 50% of the net  resale  price of all
software licenses and support services.

     On November 30, 1999, Millikin resigned from all of his offices,  positions
and  directorships  with the Corporation  (and its subsidiaries and affiliates),
but  retained  the title  "Senior Vice  President  and General  Manager" of Asia
Pacific, for marketing purposes.

     In December  1999,  the  Corporation  and Indigo  entered into a management
agreement.  Millikin agreed to manage the business of JetForm Japan K.K. and the
representative  office in China, on a month-to-month basis, for a monthly fee of
$15,000 (Australian dollars).  Also in December 1999, the Corporation extended a
secured,  interest-free  loan  for  $225,000  (Australian  dollars)  to  Indigo.
Millikin guaranteed repayment, which begins August 1, 2000 and ends May 1, 2002.
PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  1. Financial Statements

     The following  Financial  Statements are filed as part of this report under
Item 8 "Financial Statements and Supplementary Data".

     Auditors' Report
     Consolidated Balance Sheets
     Consolidated Statements of Operations
     Consolidated Statements of Shareholders' Equity
     Consolidated Statements of Cash Flows
     Notes to Consolidated Financial Statements

(a)  2. Financial Statement Schedule

     The following financial statement schedule is filed as part of this report:

     Schedule V       Valuation and Qualifying Accounts

     All other  schedules  are omitted as they are not  required or the required
information is shown in the financial statements or notes thereto.

(a)  3. Exhibits

Exhibit
Number         Description

3.1(1)         Certificate of Incorporation of Registrant, as amended

3.2(1)         By-laws of Registrant, as amended

10.4.1(3)      Investment  Agreement dated June 10, 1994, between the Registrant
               and  Moore  Corporation  Limited  10.4.2(6)  Agreement  to  amend
               Investment  Agreement  dated June 27, 1996 between the Registrant
               and Moore Corporation Limited

10.5.1(3)      Form  of  Option   Agreement  to  be  entered  into  between  the
               Registrant and Moore Corporation Limited

10.5.2(6)      Assignment of Option Agreement between Moore Corporation  Limited
               and  3272303  Canada  Inc.,  a  wholly-owned  subsidiary  of  the
               Registrant

10.6.1(5)      Strategic  Alliance  Agreement  dated August 11, 1994 between the
               Registrant and Moore Corporation Limited

10.6.2(8)      Agreement to amend the Strategic  Alliance  Agreement  dated June
               27, 1996 between the Registrant and Moore Corporation Limited

10.6.3(8)      Amendment to the  Strategic  Alliance  Agreement  dated April 30,
               1998, between the Registrant and Moore Corporation Limited.

10.6.4(11)     Amendment to the  Strategic  Alliance  Agreement  dated April 30,
               1999, between the Registrant and Moore Corporation Limited.

10.8(5)        Employment  Agreement dated August 11,1994 between the Registrant
               and John  Gleed  10.10(2)  Lease  dated as of  February  1, 1993,
               between the Registrant and Arnon Development Corporation and Baix
               Developments Inc. for Ottawa, Canada facility

10.11(4)       Form of Amendment to Lease to be entered into between  Registrant
               and Arnon Development  Corporation Limited and Baix Developments,
               Inc.

10.12(5)       Letter  Agreement  dated  June  1995  between  Arnon  Development
               Corporation and the Registrant

10.13(4)       Lease dated April 24, 1991 between Arnon Development  Corporation
               and Baix  Developments,  Inc. and CCC Cable Consumer  Channel Inc
               (d/b/a  Why  Interactive)  and  amendment  dated  June 28,  1991.
               10.14(4)  Agency  Agreement  between the  Registrant  and Selling
               Shareholders  of the Registrant and  Richardson  Greenshields  of
               Canada Limited.

10.16(5)       Employment Agreement dated August 1994 between the Registrant and
               Philip Weaver

10.17(5)       Employment Agreement dated August 1994 between the Registrant and
               John Kelly

10.18(1)       Registrant's 1990 Employee Stock Option Plan

10.19(l)       Registrant's 1993 Employee Stock Option Plan

10.20(5)       Registrant's 1995 Employee Stock Option Plan

10.21(7)       Credit Facility dated October 25, 1996 between the Registrant and
               Royal Bank of Canada

10.21.1(11)    Credit Facility dated October 14, 1997 between the Registrant and
               Royal Bank of Canada

10.21.2(12)    Credit  Facility  dated April 7, 1999 between the  Registrant and
               Royal Bank of Canada

10.21.3        Amendment  dated  October 27, 1999, to Loan  Agreement  (April 7,
               1999) between the Royal Bank of Canada and the Registrant

10.22(7)       Receivable  Purchase Agreement and Amendment Agreement dated July
               31, 1996,  between the  Registrant  and Royal Bank Export Finance
               Co. Ltd.

10.23(9)       Amendment to the Asset Purchase Agreement dated February 12, 1998
               between the Registrant and Delrina Corporation

10.24(11)      Registrant's 1997 Employee Stock Purchase Plan

10.25(10)      Registrant's  Shareholder  Rights Plan  Agreement  dated June 25,
               1998

10.26(11)      Underwriting  Agreement  between the  Registrant and RBC Dominion
               Securities  Inc.,  Midland  Walwyn  Capital  Inc.,  Goldman Sachs
               Canada and TD Securities Inc. dated April 2, 1998.

10.27(12)      Amendment  dated  September 28, 1998 to the employment  agreement
               dated August 11, 1994 between the Registrant and John Gleed

10.28(12)      Amendment  dated  September 26, 1998 to the employment  agreement
               dated August 11, 1994 between the Registrant and John Kelly

10.28.1        Termination   Agreement   dated  December  1,  1999  between  the
               Registrant and John B. Kelly

10.29(12)      Amendment  dated  September 25, 1998 to the employment  agreement
               dated August 11, 1994 between the Registrant and Phil Weaver

10.30(12)      Employment   Agreement  dated  September  22,  1998  between  the
               Registrant and Carlos Fox

10.31(12)      Employment   Agreement  dated  September  22,  1998  between  the
               Registrant and Ian Fraser

10.32(12)      Employment   Agreement  dated  September  22,  1998  between  the
               Registrant and James Bursey

10.33(12)      Employment   Agreement  dated  September  22,  1998  between  the
               Registrant and Hugh Millikin

10.34(12)      Termination   Agreement  dated  February  19,  1999  between  the
               Registrant and Phil Weaver

10.35(12)      Termination Agreement dated April 29, 1999 between the Registrant
               and Ian Fraser

10.36(12)      Termination  Agreement  dated June 1, 1999 between the Registrant
               and Carlos Fox

10.37          Employment   Agreement   dated   February  8,  2000  between  the
               Registrant and James Bursey

10.37.1        Amendment  dated  February  8, 2000 to the  employment  agreement
               dated February 8, 2000 between the Registrant and James Bursey

10.37.2        Amendment  dated July 17, 2000 to the employment  agreement dated
               February 8, 2000 between the Registrant and James Bursey

10.38          Employment  Agreement dated April 13, 2000 between the Registrant
               and A. Kevin Francis

10.39          Employment   Agreement   dated   October  21,  1999  between  the
               Registrant and Jeff McMullen

10.40          Employment   Agreement   dated   October  21,  1999  between  the
               Registrant and Edward Capes

10.41          Employment Agreement dated May 4, 2000 between the Registrant and
               Declan Kelly

10.42          Employment   Agreement   dated  February  16,  2000  between  the
               Registrant and John Gleed

10.43          Share  Purchase  Agreement,  dated May 19,  1999  between  Calian
               Technologies and the Registrant

10.44          Distribution  Agreement,  dated  August  1, 1999  between  Indigo
               Pacific and the Registrant

21.1           Subsidiaries     of    the    Registrant    23.0    Consent    of
               PricewaterhouseCoopers LLP


(1)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Registration  Statement on Form SB-2 (no. 33-47864-B)  (previously filed on
     Form S-18) filed on May 12, 1992,  and amended on March 5, 1993,  and April
     19, 1993, which Registration Statement became effective April 20, 1993.

(2)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1993.

(3)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 8-K dated June 10, 1994.

(4)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1994.

(5)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-KSB for the fiscal year ended April 30, 1995.

(6)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1996.

(7)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Statement on Form S-1 (no.  333-6368)  (originally filed on Form S-3) filed
     on April  30,1997,  as amended on March 3, 1997 and March 17,  1997,  which
     Registration Statement became effective on March 19, 1997.

(8)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1997.

(9)  Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-Q for the three months ended January 31, 1998.

(10) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 8-K, filed July 23, 1998.

(11) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1998.

(12) Incorporated  by  reference  to the  exhibits  filed with the  Registrant's
     Report on Form 10-K for the fiscal year ended April 30, 1999.

(b)  Reports on Form 8-K

     There were no reports on Form 8-K during the year.
<PAGE>

PRICEWATERHOUSECOOPERS

                                                     PricewaterhouseCoopers LLP
                                                     Chartered Accountants
                                                     99 Bank Street
                                                     Suite 800
                                                     Ottawa Ontario
                                                     Canada K1P 1E4
                                                     Telephone +1 (613) 237 3702
                                                     Telephone +1 (613) 237 3936


Our report on the consolidated financial statements of JetForm Corporation as of
April 30, 2000 and 1999 and for the years ended April 30, 2000, 1999 and 1998 is
included  in Item 8 of their Form 10-K.  In  connection  with our audits of such
financial  statements,  we have also  audited  the related  financial  statement
schedule V listing in Item 14(a)2 of this Form 10-K.

In our  opinion,  the  financial  statement  schedule  referred  to above,  when
considered  in  relation to the  consolidated  financial  statements  taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Chartered Accountants
Ottawa, Ontario
June 20, 2000

PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP
and other members of the worldwide PricewaterhouseCoopers organization.
<PAGE>

                               JETFORM CORPORATION

                                   SCHEDULE V

                        VALUATION AND QUALIFYING ACCOUNTS

Balance as at April 30, 1997                $  735
Bad debt expense for the year                1,045
Write-off/adjustments                         (381)
                                            -------
Balance as at April 30, 1998                 1,399
Bad debt expense for the year                2,528
Write-off/adjustments                       (2,003)
                                            -------
Balance as at April 30, 1999                 1,924
Bad debt expense for the year                6,056
Write-off/adjustments                       (5,556)
                                            -------
Balance as at April 30, 2000                $2,424

                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              JetForm Corporation


Dated:  July 24, 2000         /s/ A. Kevin Francis
                              --------------------------------------------------
                              Kevin Francis
                              President and Chief Executive Officer and Director
                              (Principal ExecutiveOfficer)


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


/s/ Abraham Ostrobsky                    /s/ Jeffrey McMullen
---------------------------------------  ---------------------------------------
Abraham Ostrovsky                        Jeffrey McMullen
Chairman and Director                    Vice President, Finance and Chief
                                         Financial Officer
                                         (Principal Financial and Accounting
                                         Officer)

/s/ John Gleed                           /s/  Michael Rousseau
---------------------------------------  ---------------------------------------
John Gleed                               Michael Rousseau
Director                                 Director

/s/ Eric R. Goodwin                      /s/ Thomas E. Hicks
---------------------------------------  ---------------------------------------
Eric R. Goodwin                          Thomas E. Hicks
Director                                 Director

/s/ Robert F. Allum                      /s/ Deborah L. Weinstein
---------------------------------------  ---------------------------------------
Robert F. Allum                          Deborah L. Weinstein
Director                                 Secretary

/s/ Graham C. Macmillan                  /s/ Stephen A. Holinski
---------------------------------------  ---------------------------------------
Graham C. Macmillan                      Stephen A. Holinski
Director                                 Director

/s/ Donald J. Payne                      /s/ Dennis B. Maloney
---------------------------------------  ---------------------------------------
Donald J. Payne                          Dennis B. Maloney
Director                                 Director

                                         /s/  Murray Shaw
                                         ---------------------------------------
                                         Murray Shaw
                                         Director