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


                         FORM 10-Q/A


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

      For The Quarterly Period ended March 31, 2001



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

      For the transition period from


                    SIDEWARE SYSTEMS INC.
  (Exact name of Registrant as specified in its charter)


     British Columbia
   -------------------               ----------------------
  (State or jurisdiction                 (IRS Employer
      of incorporation)                Identification No.)

     1810 Samuel Morse Drive, Reston, Virginia 20190-5316
    ------------------------------------------------------
            (Address of principal executive offices)

            Issuer's telephone number (703) 437-9002

    Securities registered pursuant to section 12(b) of the Act:

                             None

    Securities registered pursuant to section 12(g) of the Act:

               Common Shares without par value
             ------------------------------------
                       (Title of Class)


Check 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 past 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


State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
66,116,167 common shares without par value as at May 12, 2001.


Explanatory Note

The purpose of this amendment is to amend the following items of
our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2001:  Item 1 - Financial Statements.

This report continues to speak as of May 11, 2001, the date of our
original Form 10-Q for the quarterly period ended March 31, 2001.
Any items not changed in this amendment shall be as set forth in
our Original Form 10-Q dated May 11, 2001.


<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

Each of the following items are contained in our Consolidated
Financial Statements and are set forth herein.

(i)  Condensed Consolidated Balance Sheets as of December 31, 2000
     and March 31, 2001 (unaudited);

(ii) Condensed Consolidated Statements of Operations (unaudited)
     for the three month periods ended March 31, 2000 and 2001;

(iii)Condensed Consolidated Statements of Stockholders' Deficit for
     the three month period ended March 31, 2001;

(iv) Condensed Consolidated Statements (unaudited) of Cash Flows for
     the three month periods ended  March 31, 2000 and 2001; and

(v)  Notes to Consolidated Financial Statements.

<PAGE>

                          SIGNATURES

In accordance with Section 13 of the Securities Exchange Act of
1934, the registrant caused this Quarterly Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated: June 15, 2001                    Sideware Systems Inc.


                                        "Grant Sutherland"


                                        W. Grant Sutherland
                                        Director
                                        Chairman of the Board of
                                        Directors




<PAGE>


                     Consolidated Financial Statements
                     (Expressed in United States dollars)

                     SIDEWARE  SYSTEMS  INC.
                     (Prepared in accordance with generally accepted
                     accounting principles in the United States)

                     Three months ended March 31, 2001 and 2000
                     (Unaudited)











<PAGE>

SIDEWARE SYSTEMS INC.
Condensed Consolidated Balance Sheets
(Expressed in United States dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)


<TABLE>
<CAPTION>

============================================================================
                                                   March 31,    December 31,
                                                        2001            2000
----------------------------------------------------------------------------
                                                  (Unaudited)
<S>                                              <C>            <C>
Assets

Current assets:
  Cash and cash equivalents                      $  6,303,046   $    949,999
  Short-term investments                                    -      5,982,588
  Accounts receivable:
    Trade, less allowance for
      doubtful accounts of $6,153
      (December 31, 2000 - $142,047)                  318,578        467,783
    Other                                              76,336        126,842
  Due from related parties                             67,581         29,859
  Current portion of long-term
    receivables                                         6,670          6,849
  Inventory                                            33,261         46,829
  Prepaid expenses                                    434,619        549,639
  --------------------------------------------------------------------------
                                                   7,240,091       8,160,388

Deposit on lease                                     128,200         129,926
Long-term receivables                                 98,727         105,587
Deferred finance charges                              90,615          95,583
Fixed assets                                       2,074,669       1,967,818
----------------------------------------------------------------------------
                                                 $ 9,632,332    $ 10,459,302
============================================================================

Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable and accrued liabilities       $   821,538    $  1,246,683
  Deferred revenue                                   108,062    $    168,661
  --------------------------------------------------------------------------
                                                     929,600       1,415,344

Stockholders' equity:
  Common stock
    Authorized:  199,949,375 common shares,
      no par value
    Issued and outstanding:  66,116,167
      (2000 - 60,886,415)                         44,392,800      40,660,382
  Additional paid-in capital                      12,146,732      12,146,732
  Deferred stock-based compensation                 (195,746)       (460,895)
  Accumulated other comprehensive income                   -        (503,685)
  Deficit                                        (47,641,054)    (42,798,576)
  --------------------------------------------------------------------------
                                                   8,702,732       9,043,958
----------------------------------------------------------------------------
                                               $   9,632,332    $ 10,459,302
============================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

On behalf of the Board:

"Edward White"        Director      "Grant Sutherland"       Director
--------------------                -------------------

<PAGE>

SIDEWARE SYSTEMS INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(Expressed in United States dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)

<TABLE>
<CAPTION>

================================================================


                                    Three months ended March 31,
                                         -----------------------
                                              2001          2000
----------------------------------------------------------------
<S>                                    <C>           <C>

Revenue:
  Licenses                             $    27,000   $         -
  Services                                  35,507             -
  Hardware and software resales              2,000             -
  Hardware resales to related
   parties                                  31,384         8,806
  --------------------------------------------------------------
                                            95,891         8,806

Cost of revenues:
  Licenses                                     200             -
  Services                                   2,830             -
  Hardware and software resales	             2,000             -
  Hardware resales to related
    parties                                 31,384         8,806
  --------------------------------------------------------------
                                            36,414         8,806
----------------------------------------------------------------
Gross margin                                59,477             -

Operating expenses:
  Sales and marketing (including
    stock-based compensation of
    $136,767 and $1,234,618)             2,479,085     2,676,052
  Research and development (including
    stock-based compensation of
    $87,146 and $30,722)                 1,092,665       529,325
  General and administrative (including
    stock-based compensation of
    $41,236 and $3,322,602)              1,528,701     4,171,324
  --------------------------------------------------------------
                                         5,100,451     7,376,791
----------------------------------------------------------------
Operating loss                          (5,040,974)   (7,376,701)

Non-operating:
  Interest income                          198,496        91,792
  --------------------------------------------------------------
                                           198,496        91,792
----------------------------------------------------------------

Loss for the period                   $ (4,842,478) $ (7,284,909)

Other comprehensive income (loss):
  Foreign currency translation
  adjustments                              640,235       (32,875)
  Net realized holding gain on
  short-term investments                  (136,550)            -
  --------------------------------------------------------------
                                           503,685       (32,875)

Comprehensive loss                    $ (4,338,793) $ (7,317,784)
================================================================
Basic and diluted loss per share:
  Net loss                            $      (0.08) $      (0.13)
  Weighted average shares used in
  computing net loss per share,
  basic and diluted                     62,066,046    56,190,341
================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>


SIDEWARE SYSTEMS INC.
Condensed Consolidated Statements of Stockholders' Equity
(Unaudited)
(Expressed in United States dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)

<TABLE>
<CAPTION>

==================================================================================================================
                                                                        Accumulated
                                              Additional     Deferred         other                          Total
                          Share capital          paid-in  stock-based comprehensive                   stockholders
                       Number     Assigned       capital compensation          loss        Deficit          equity
------------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>           <C>         <C>           <C>           <C>              <C>

Balance, December
 31, 2000          60,886,415  $40,660,382   $12,146,732   $ (460,895) $   (503,685) $ (42,798,576)    $ 9,043,958

Shares issued
 for cash           5,229,752    4,037,121             -            -             -              -       4,037,121

Share issue costs           -     (304,703)            -            -             -              -        (304,703)

Amortization
 of deferred
 stock-based
 compensation               -            -             -      265,149             -              -         265,149

Net unrealized
 holding gain
 on short-term
 investments                -            -             -            -      (136,550)             -        (136,550)

Foreign currency
 translation
 adjustment                 -            -             -            -       640,235              -         640,235

Loss for the
 period                     -            -             -            -             -     (4,842,478)     (4,842,478)
------------------------------------------------------------------------------------------------------------------
Balance,
 March 31,
 2001              66,116,167  $44,392,800   $12,146,732    $ (195,746) $         -   $(47,641,054)    $ 8,702,732

==================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

SIDEWARE SYSTEMS INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in United States dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)

<TABLE>
<CAPTION>


================================================================


                                    Three months ended March 31,
                                         -----------------------
                                               2001         2000
----------------------------------------------------------------
<S>                                  <C>             <C>

Cash provided by (used in):

Operating activities:
  Loss for the period                  $ (4,979,028) $(7,284,909)
  Items not involving cash:
   Amortization	                            208,138      101,487
   Stock-based compensation                 265,149    4,587,942
Changes in non-cash operating
 working capital:
  Accounts receivable                       199,711       16,636
  Due to related parties                    (37,722)    (107,004)
  Due to officers                                 -     (217,795)
  Inventory                                  13,568     (174,407)
  Prepaid expenses                          115,020      (62,711)
  Accounts payable and accrued
   liabilities                             (425,145)     360,069
  Deferred revenue                          (60,599)       5,436
----------------------------------------------------------------
                                         (4,700,908)  (2,775,258)

Financing activities:
  Share subscriptions receivable                  -   10,854,952
  Shares issued for cash, net of
   share issue costs                      3,732,418    7,037,225
Share subscriptions receivable                    -     (259,960)
----------------------------------------------------------------
                                          3,732,418   17,632,217

Investing activities:
  Proceeds on maturity of
   short-term investments                 5,982,588            -
  Long-term receivables and deferred
   charges                                   12,007          897
  Purchase of fixed assets                 (315,019)    (249,670)
  Deposit on lease, net                       1,726      (67,904)
  --------------------------------------------------------------
                                          5,681,302     (316,677)
----------------------------------------------------------------
Effect of exchange rates on cash and
 cash equivalents                           640,235      (38,208)
----------------------------------------------------------------
Increase in cash and
 cash equivalents                         5,353,047   14,502,074

Cash and cash equivalents,
 beginning of period                        949,999    5,929,801
----------------------------------------------------------------
Cash and cash equivalents,
  end of period                          $6,303,046  $20,431,875
================================================================

</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>

SIDEWARE SYSTEMS INC.
Condensed Consolidated Notes to Financial Statements, page 1
(Unaudited)
(Expressed in United States dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)

Three months ended March 31, 2001 and 2000 and year ended December 31, 2000


1.  BASIS OF PRESENTATION:

    The unaudited condensed consolidated financial statements have
    been prepared by Sideware Systems Inc. ("Sideware") in
    accordance with generally accepted accounting principles in the
    United States and reflect all adjustments (all of which are normal
    and recurring in nature) that, in the opinion of management, are
    necessary for fair presentation of the interim financial
    information.  The results of operations for the interim periods
    presented are not necessarily indicative of the results expected
    for any subsequent quarter or for the entire year ending December
    31, 2001.  Certain information and footnote disclosures normally
    included in financial statements prepared in accordance with
    generally accepted accounting principles have been condensed or
    omitted.  These unaudited condensed consolidated financial
    statements and notes included herein should be read in
    conjunction with Sideware's audited consolidated financial
    statements and notes for the year ended December 31, 2000, as
    filed in its Annual Report on Form 10-K.

2.  FUTURE OPERATIONS:

    These consolidated financial statements have been prepared on
    the going concern basis under which an entity is considered to
    be able to realize its assets and satisfy its liabilities in
    the ordinary course of business.  Through the date of these
    consolidated financial statements the Company has not
    generated significant revenues, has incurred operating losses
    and negative cash flow from operating activities.  Operations
    to date have been primarily financed by equity transactions.
    The Company's future operations and its continuation as a
    going concern are dependent upon its ability to obtain market
    acceptance of its product, to increase sales of its product by
    penetrating markets within North America, generating positive
    cash flows from operations and ultimately attaining
    profitability.

    During March and April 2001, the Company implemented a
    substantial reduction in its work force with the termination
    of approximately 50 employees.

    The Company is also transferring the research and development
    operations from North Vancouver, British Columbia to its head
    office in Reston, Virginia.  The Company is
    also reducing sales, marketing, general and administrative
    expenditures, and closing several remote sales offices.

<PAGE>

SIDEWARE SYSTEMS INC.
Condensed Consolidated Notes to Financial Statements, page 2
(Unaudited)
(Expressed in United States dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)

Three months ended March 31, 2001 and 2000 and year ended December 31, 2000

2.  FUTURE OPERATIONS (CONTINUED):

    On completion of the reduction in the Company's work force and
    the transfer of development work to Reston, the Company's
    workforce will total approximately 75 employees.

    Costs associated with this restructuring activity will be
    recorded in the quarter ended June 30, 2001 or as determinable
    thereafter.

    As a result of these cost saving measures the Company  expects
    to reduce operating costs and estimates that average monthly
    expenditures for the remainder of 2001 will be approximately
    $850,000 per month.  Monthly expenditures for the remainder of
    the second quarter will be slightly higher,
    owing to termination and transitional expenses.  By the end of
    the second quarter of 2000, monthly cash expenditures will be
    approximately $800,000 per month, representing a reduction of
    approximately 33% from the first quarter of 2001.

    Based on the foregoing, the Company believes that its present
    cash resources will be sufficient to pay ongoing cash
    operating expenses until approximately the end of October
    2001.

    To continue as a going concern, the Company will either have
    to raise additional capital or begin to generate substantial
    sales revenue.  If the Company cannot do either by the end of
    the third quarter of 2001, there is a risk that the business
    will fail.  If it appears that the Company will be unable
    either to raise capital or generate sales, the Company will
    try to reduce costs further by ceasing efforts to sell the
    current products.  That course of action would involve
    focusing remaining resources on product development, to
    develop products with substantially different or enhanced
    features.  However, the success of this course of action is
    uncertain.

    The consolidated financial statements do not include any
    adjustments relating to the recoverability of assets and
    classification of assets and liabilities that might be
    necessary should the Company be unable to continue as a going
    concern.

<PAGE>

SIDEWARE SYSTEMS INC.
Condensed Consolidated Notes to Financial Statements, page 3
(Unaudited)
(Expressed in U.S. dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)

Three months ended March 31, 2001 and 2000 and year ended December 31, 2000

3.  FOREIGN CURRENCY TRANSLATION:

    Effective for its fiscal year beginning January 1, 2001, the
    Company established the U.S. dollar as its functional currency for
    all of its operations as it represents the primary market of revenues
    and for the Company's operations.  Accordingly, foreign currency
    denominated balances of the Company are translated to U.S. dollars.
    Monetary assets and liabilities denominated in a foreign currency
    are translated to U.S.  dollars at the rate of exchange in effect
    at the balance sheet date.  Other assets and revenue and expense items
    are measured using the rate of exchange prevailing at their respective
    transaction dates.  Exchange gains and losses resulting from the
    translation of foreign denominated monetary assets and liabilities to
    U.S. dollars are reflected in earnings for the period.

    Effective for the fiscal year ended December 31, 2000, the
    Company adopted the U.S. dollar as its reporting currency.  The
    Company's functional currency for the fiscal year ended December
    31, 2000, was the Canadian dollar.  The Company's financial
    statements for fiscal 2000 were prepared in Canadian dollars before
    translation to the U.S. dollar reporting currency.  Accordingly, foreign
    currency denominated balances of the Company were re-measured in
    Canadian dollars as follows:  assets and liabilities are
    translated into U.S. dollars at the rate of exchange in effect at
    the balance sheet date and revenue and expense items at the
    average rates for the applicable period.  Unrealized gains and
    losses resulting from the translation to U.S. dollars are
    accumulated in a separate component of stockholders' equity
    described as accumulated other comprehensive income.


4.  STOCK OPTIONS:

  A summary of the Company's stock option activity is as follows:

  ===============================================================
                                                         Weighted
                                   Number                 average
                                of shares          exercise price

  Balance, December 31, 2000   10,912,400                  $ 4.56
  Options granted                 458,000                    1.00
  Options cancelled/expired      (219,500)                   4.21
  ---------------------------------------------------------------
  Balance, March 31, 2001      11,150,900                  $ 4.38
  ===============================================================

On January 18, 2001, February 9, 2001, February 22, 2001, and March
7, 2001 the Company granted, under the 2001 Option Plan, 5,680,500,
490,000, 190,000, and 150,000 options, respectively, at $1.00 per share.
All options are exerciseable for five years and subject to vesting
schedules of up to 18 months.  The 2001 Option Plan, and all options
granted under it, are subject to approval by the Company's
shareholders.   The Company intends to seek that approval at its
next general stockholders' meeting.   For accounting purposes,
these options will not be deemed to have been granted until
approved by the stockholders' and compensation cost, if any, will be
measured based on market values at that time.

<PAGE>

SIDEWARE SYSTEMS INC.
Condensed Consolidated Notes to Financial Statements, page 4
(Unaudited)
(Expressed in U.S. dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)

Three months ended March 31, 2001 and 2000 and year ended December 31, 2000

4.  STOCK OPTIONS (CONTINUED):

Approximately 3.6 million of the options outstanding at March 31,
2001 and included in the options granted under the 2001 Option Plan,
will expire by August 31, 2001 due to employee terminations (note
7).


5.  SHARE PURCHASE WARRANTS:

  A summary of the Company's warrant activity for the three month
  period ended March 31, 2001 is as follows:

<TABLE>
[/CAPTION]


=================================================================================================================
                                                 Outstanding                                          Outstanding
                                   Exercise     December 31,                                            March 31,
Expiry date                 price per share             2000       Granted     Exercised     Expired         2002
-----------------------------------------------------------------------------------------------------------------

<S>                       <C>   <C>               <C>           <C>           <C>         <C>          <C>

March 26, 2001            U.S.        0.383          197,882             -             -    (197,882)          -
April 7, 2001             CDN          0.63        2,000,000             -             -           -    2,000,000
September 14, 2001        U.S.         1.89        1,417,254             -             -           -    1,417,254
December 14, 2001         U.S.         1.89        1,901,271             -             -           -    1,901,271
April 13, 2001/2002       U.S.  10.00/11.50           45,000             -             -           -       45,000
April 13, 2002            U.S.         3.00          139,000             -             -           -      139,000
April 13, 2002            U.S.         1.00          900,000             -             -           -      900,000
February 22, 2004         U.S.         1.00                -     5,229,752             -           -    5,229,752
-----------------------------------------------------------------------------------------------------------------
                                                   6,600,407     5,229,752             -     (197,882) 11,632,277
=================================================================================================================


</TABLE>


    The share purchase warrants issued in consideration for financing,
    outstanding at December 31, 2000 having an exercise price of U.S.$1.00
    and U.S.$3.00 expiring April 13, 2002 were repriced from U.S.$10.00 and
    U.S.$2.82 in March 2001.  The term of the re-priced warrants will be
    reduced to 30 days if, over any period of twenty consecutive days, the
    weighted average trading price for the Company's shares exceeds the new
    exercise price by 25% or more.


5.  PRIVATE PLACEMENT:

    On February 22, 2001, the Company issued, through a private
    placement, 5,229,752 common shares, for net proceeds of
    approximately $3,732,417.  Additionally, the Company issued
    5,229,752 share purchase warrants.  The Company also issued
    brokers' warrants, permitting the holders to acquire 526,316
    units at a price of $0.76 per unit, with each unit consisting of
    one share and one share purchase warrant.  Each share purchase
    warrant entitles the holder to purchase one additional common
    share of the Company, for a period of three years, at a price of
    $1.00 per share.


SIDEWARE SYSTEMS INC.
Condensed Consolidated Notes to Financial Statements, page 5
(Unaudited)
(Expressed in U.S. dollars)
(Prepared in accordance with generally accepted accounting
principles in the United States)

Three months ended March 31, 2001 and 2000 and year ended December 31, 2000

7.  SUBSEQUENT EVENT:

    Subsequent to March 31, 2001, the Company announced the closure
    of its North Vancouver B.C. office and an overall reduction in its
    workforce.  Total severance payments resulting from this change are
    currently estimated to be approximately $450,000.  Other expenses
    related to the office closure are not determinable at this time.
    Costs associated with this restructuring activity will recorded
    in the quarter ended June 30, 2001 or as determinable thereafter.