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

                                 FORM 10-KSB/A


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

                For The Fiscal Year Ended  December 31, 2000


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

       or the transition period from          to

       Date of Report (Date of Earliest Event Reported)   March 28, 2001

                                  BRAINTECH, INC.
                             -----------------------
              (Exact name of Registrant as specified in its charter)

                     Nevada                        98-0168932
             --------------------           ----------------------
            (State or jurisdiction             (IRS Employer
               of incorporation)             Identification No.)

     Unit 113-980 West 1st Street, North Vancouver, B.C., Canada, V7P 3N4
   --------------------------------------------------------------------------
                 (Address of Principal Executive offices)

                 Issuer's Telephone Number: (604) 988-6440

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

                                   None

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

                     Common Stock, $0.001 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

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB.

State issuer's revenues for the most recent fiscal year:  $140,049

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates, computed by reference to the closing
price for trading of the issuer's stock on the OTC-Bulletin Board as at
March 20, 2001: $7,625,305.

<PAGE>

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  53,699,333 common
shares, par value $0.001, as at March 20, 2001.


Explanatory Note

The purpose of this amendment is to amend the following item of our Annual
Report on Form 10-KSB for the period ended December 31, 2000:  Item 7 -
Financial Statements and Supplementary Data.

This report continues to speak as of March 29, 2001, the date of our original
Form 10-KSB for the year ended December 31, 2000.  Any items not changed in
this amendment shall be as set forth in our original Form 10-KSB dated March
29, 2001.

                                                                     2

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

KPMG LLC
CHARTERED ACCOUNTANTS
Box 10426 777 Dunsmuir Street
Vancouver BC V7Y 1K3
Canada

AUDITORS' REPORT TO THE STOCKHOLDERS

We have audited the accompanying consolidated balance sheets of
Braintech, Inc. (a development stage enterprise) as at December 31,
2000 and 1999 and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for each of the years
in the three year period ended December 31, 2000 and for the period
from inception on January 3, 1994 to December 31, 2000.  These
consolidated 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 the United States of America.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about 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.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Braintech, Inc. as at December 31, 2000 and 1999 and the
results of their operations and their cash flows for each of the
years in the three year period ended December 31, 2000 and for the
period from inception on January 4, 1994 to December 31, 2000, in
conformity with generally accepted accounting principles in the
United States of America.

The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in
note 2 to the financial statements, the Company has suffered
recurring losses from operations and is dependent on future
financing, which raise substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these
matters are also described in note 2.  The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.


"KPMG LLP"

Chartered Accountants

Vancouver, Canada

February 9, 2001, except for note 13
which is as of March 1, 2001

                                                            3
<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Consolidated Balance Sheets
(Expressed in U.S. dollars)

December 31, 2000 and 1999

<TABLE>
<CAPTION>

=======================================================================================
                                                              2000                 1999
---------------------------------------------------------------------------------------
<S>                                                 <C>                   <C>

Assets

Current assets:
  Cash and cash equivalents                         $      899,573        $     424,461
  Short-term investments                                     6,929                6,929
  Accounts receivable less allowance
     of nil (1999 - nil)                                    20,140               16,189
  Inventory                                                  3,369                3,369
  Due from related companies (note 4(a))                    14,748               13,644
Prepaid expenses                                            10,121                7,392

  -------------------------------------------------------------------------------------
                                                           954,880              471,984

Deposit on lease                                             2,297                    -

Due from directors and officers (note 4(b))                      -	         10,130

Fixed assets (note 5)                                      176,895              134,210
---------------------------------------------------------------------------------------
                                                    $    1,134,072         $    616,324
=======================================================================================

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
  Accounts payable and accrued liabilities          $      50,686           $    87,710
  Deferred revenue                                              -                21,506
  -------------------------------------------------------------------------------------
                                                           50,686               109,216

Amounts in dispute (note 8(b))                                  -               606,000
---------------------------------------------------------------------------------------
                                                           50,686               715,216

Stockholders' equity (deficit):
  Common stock (note 6):
    Authorized:  200,000,000 shares,
    with $0.001 par value
    Issued:  45,599,333 shares (1999 - 41,338,333)
    To be issued (note 8(a)):  400,000 shares
      (1999 - nil)                                         45,999                41,228
Additional paid-in capital (note 6(f))                  8,595,833             6,910,323
Deficit accumulated prior to the development stage        (58,800)              (58,800)
Deficit accumulated during the development stage	(7,499,646)          (6,991,643)
  -------------------------------------------------------------------------------------
                                                         1,083,386              (98,892)
  -------------------------------------------------------------------------------------
                                                    $    1,134,072       $      616,324
=======================================================================================

</TABLE>

Future operations (note 2)
Contingencies (note 8)
Commitments (note 9)
Subsequent events (notes 6(g), 8 and 13)

See accompanying notes to consolidated financial statements.


                                                            4
<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Consolidated Statements of Operations
(Expressed in U.S. dollars)


<TABLE>
<CAPTION>

==========================================================================================
                                   Period from
                                  inception on
                               January 3, 1994
                               to December 31,               Years ended December 31,
                                          2000           2000          1999           1998
------------------------------------------------------------------------------------------
                                  <C>            <C>            <C>           <C>

Sales                             $    197,559   $    140,049   $         -   $     57,510
Cost of sales                           83,586         53,581             -         30,005
------------------------------------------------------------------------------------------
Gross margin                           113,973         86,468             -         27,505

Operating expenses:
  Consulting and contractors           736,561              -             -         24,785
  Research and development
    (note 10)                        2,592,772        435,071       579,441        752,078
  Selling, general and
    administrative (note 11)         4,050,205        691,993       650,715      1,355,710
  Loss on settlement of
    ligitation (note 8(a))             100,000        100,000             -              -
  Gain on settlement of
    litigation (note 8(b)                    -        606,000             -              -
  Loss on disposal of
    fixed assets                        26,054              -         5,918          1,888
  Write-down of investments            100,000              -             -          3,600
  Write-down of intangible
    assets                              17,189              -             -              -
  Write-down of organization
    costs                               17,431              -             -              -
  ----------------------------------------------------------------------------------------
                                     7,640,212        621,064     1,236,074      2,138,061
------------------------------------------------------------------------------------------
Operating loss                      (7,526,938)      (534,596)   (1,236,074)    (2,110,556)

Non-operating:
  Interest income                       26,593         26,593             -              -

------------------------------------------------------------------------------------------
Net loss                            $(7,499,646) $   (508,003)  $  (1,236,074) $(2,110,556)
==========================================================================================
Loss per share information:
  Basic and diluted                 $     (0.29) $      (0.01)   $      (0.03) $     (0.07)

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

Weighted average number of
  common shares outstanding           25,664,095   43,737,333       36,076,379  28,620,884
==========================================================================================

</TABLE>

See accompanying notes to consolidated financial statements.

                                                            5

<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Consolidated Statements of Stockholders' Equity (Deficit)
(Expressed in U.S. dollars)

<TABLE>
<CAPTION>
=========================================================================================================================
                                                                                                Deficit           Deficit
                                                                                            accumulated       accumulated
                                                                             Additional    prior to the        during the
                                                                Common          paid-in     development       development
                                                 Stock           stock          capital           stage             stage
-------------------------------------------------------------------------------------------------------------------------
                                            <S>            <C>            <C>               <C>               <C>
Balance, January 3, 1994                     17,400,000     $   17,400     $  1,039,271     $   (58,800)      $         -

Net loss                                              -              -                -	              -        (1,006,716)
-------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994                   17,400,000         17,400        1,039,271         (58,800)       (1,006,716)

Net loss                                              -              -                -               -          (748,310)
-------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995                   17,400,000         17,400        1,039,271         (58,800)       (1,755,026)

Common stock transactions (net of
  issue costs):
  Issued for cash at $0.1895 per share          950,000            950          173,440               -                 -
  Issued for cash at $0.25 per share            733,333            733          183,167               -                 -
  Issued for cash at $0.20 per share          3,000,000          3,000          592,500               -                 -
  Shares issued for services rendered         1,200,000          1,200          238,800               -                 -
  Net loss                                            -              -	              -               -          (959,945)
-------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996                   23,283,333         23,283        2,227,178         (58,800)       (2,714,971)

Common stock transactions (net of
  issue costs):
  Issued for cash at $0.20 per share          2,000,000          2,000           396,991              -                 -
  Issued for cash at $0.15 per share          1,000,000          1,000           148,279              -                 -
  Shares issued for services rendered           300,000            300            59,700              -                 -
  Compensatory benefit of employee
    stock options                                     -              -	         200,000              -                 -
  Net loss                                            -              -                 -              -          (930,042)
-------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997                   26,583,333         26,583         3,032,148        (58,800)       (3,645,013)

Common stock transactions (net of
  issue costs):
  Issued for cash at $0.25 per share          1,600,000          1,600           398,400              -                 -
  Issued for cash at $0.20 per share          2,188,000          2,188           435,412              -                 -
  Compensatory benefit of employee
    stock options                                     -              -           927,800              -                 -
  Net loss                                            -              -                 -              -        (2,110,556)
-------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1998                   30,371,333         30,371         4,793,760        (58,800)       (5,755,569)

Common stock transactions (net of
  issue costs):
  Issued for cash at $0.15 per share          9,800,000          9,800         1,433,950              -                 -
  Issued for cash at $0.20 per share            157,000            157            31,243              -                 -
  Issued for cash at $0.60 per share          1,010,000          1,010           604,990              -                 -
  Common stock subscriptions                          -              -           110,270              -                 -
  Subscriptions receivable                            -           (110)          (65,890)             -                 -
  Compensatory benefit of employee
    stock options                                     -              -             2,000              -                 -
Net loss                                              -              -                 -              -        (1,236,074)
-------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999                   41,338,333         41,228         6,910,323        (58,800)       (6,991,643)

Common stock issued for cash at $0.20
  per share (net of share issue costs)        3,976,000          3,976           790,305              -                 -
Subscriptions received in cash                        -            110            65,890              -                 -
Common stock issued for cash on subscriptions	285,000	           285              (285)             -                 -
Common stock subscriptions received in cash           -              -           730,000              -                 -
Common stock to be issued in settlement of
  legal claim                                   400,000            400            99,600              -                 -
Net loss                                              -              -                 -              -          (508,003)
-------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000                   45,999,333   $     45,999   $     8,595,833   $    (58,800)    $ (7,499, 646)
=========================================================================================================================

</TABLE>
See accompanying notes to consolidated financial statements.

                                                            6
<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)

<TABLE>
<CAPTION>


=======================================================================================================
                                                Period from
                                               inception on
                                            January 3, 1994
                                            to December 31,                  Years ended December 31,
                                                       2000            2000             1999            1998
------------------------------------------------------------------------------------------------------------
                                               <C>             <C>             <C>             <C>

Cash flows from operating activities:
  Net loss                                     $ (7,499,646)   $   (508,003)   $  (1,236,074)  $  (2,110,556)
  Items not involving cash:
   Amortization                                     132,072          52,114           42,503          24,135
   Bad debt                                          75,108               -                -               -
   Loss on disposal of fixed assets                  26,054               -            5,918           1,888
   Write-down of investments                        100,000               -                -           3,600
   Write-down of intangible assets                   17,189               -                -               -
   Write-down of organization costs                  17,431               -                -               -
   Shares issued for services rendered              300,000               -                -               -
   Shares to be issued for satisfaction
     of legal claim                                 100,000         100,000                -               -
   Compensatory benefit of employee
     stock options                                1,129,800               -            2,000         927,800
   Gain on settlement of lawsuit                   (606,000)       (606,000)               -               -
Changes in non-cash operating working
  capital:
   Inventory                                         (3,369)              -	      (3,369)              -
   Accounts receivable                              (26,415)        (10,226)           6,244            (971)
   Prepaid expenses                                 (10,121)         (2,729)           4,952         (10,636)
   Accounts payable and accrued
     liabilities                                     57,648         (16,530)           3,709          45,197
   Deferred revenue                                       -         (21,506)          21,506               -
  ----------------------------------------------------------------------------------------------------------
 Net cash used in operating activities           (6,190,249)     (1,012,880)      (1,152,611)     (1,119,543)

Cash flows from investing activities:
   Deposit on lease                                  (2,297)         (2,297)               -               -
   Purchase of marketable securities               (100,000)              -                -               -
   Purchase of short-term investments                (6,929)              -           (6,929)              -
   Purchase of fixed assets                        (375,468)       (136,305)        (107,394)        (87,988)
   Proceeds from notes receivable                  (130,181)              -                -               -
   Proceeds from disposal of real estate            306,752               -                -               -
   Proceeds from disposal of fixed assets            41,506          41,506                -               -
  ----------------------------------------------------------------------------------------------------------
Net cash used in investing activities              (266,617)        (97,096)        (114,323)        (87,988)

Cash flows from financing activities:
   Notes receivable                                  55,073               -                -               -
   Borrowings from directors and officers             7,304          10,130                -          18,304
   Due (to) from related companies                  (40,593)        (15,323)        (456,504)        231,418
   Mortgages payable                               (207,739)              -                -               -
   Share subscriptions received                     730,000         730,000          110,270               -
   Subscriptions receivable                               -          66,000          (66,000)              -
   Common shares issued, net of issue costs       6,568,282         794,281        2,081,150         837,600
  ----------------------------------------------------------------------------------------------------------
   Net cash provided by financing activities      7,112,327       1,585,088        1,668,916       1,087,322
------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash
    equivalents                                      655,461        475,112          401,982        (120,209)

Cash and cash equivalents, beginning of
    period                                           244,112        424,461           22,479         142,688
------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period        $    899,573   $    899,573   $      424,461   $      22,479
============================================================================================================

Supplemental information:
  Cash paid for interest                        $      3,797   $          -    $         895   $       2,155
  Cash paid for taxes                           $          -   $          -    $           -   $           -
Non-cash financing activities:
  Shares issued for services rendered           $    300,000   $          -    $           -   $           -
  Shares to be issued for satisfaction of
    legal claim                                 $    100,000   $    100,000    $           -   $           -
============================================================================================================

</TABLE>

See accompanying notes to consolidated financial statements.

                                                            7

<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements
(Expressed in U.S. dollars)

Years ended December 31, 2000, 1999 and 1998
Period from inception on January 3, 1994 to December 31, 2000

=======================================================================
1.  Organization:

    Braintech, Inc. (the "Company") was incorporated on March 4,
    1987 under the laws of the State of Nevada as Tome Capital, Inc.
    The Company initially was in the business of real estate
    development.  On January 3, 1994, the Company changed its name to
    Braintech Inc. and began operations as a high tech development
    company, developing advanced video recognition software.  All
    sales of its products and services are made in this industry
    segment.

2.  Future operations:

    During the year ended December 31, 2000, the Company incurred an
    operating loss of $1,040,596 and used cash in operating
    activities of $1,012,880.  From inception of the business on
    January 3, 1994, the Company has incurred cumulative losses of
    $7,499,646 and used cash for operating activities of $6,190,249.

    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.  The Company has not generated
    significant revenues and is continuing to develop its business.
    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
    raise additional capital, increase sales of its products by
    maintaining its strategic sales alliances with a major supplier
    of robotic systems, generating positive cash flows from
    operations and ultimately attaining profitability.  It is the
    Company's intention to focus on developing this alliance and on
    becoming their principal supplier of vision systems, raising
    financing and achieving profitable operations.

    Depending on the Company's ability to develop sales through this
    alliance, the Company may need to raise additional capital
    through public or private financings which may not be available
    on reasonable terms.  Subsequent to December 31, 2000, the
    Company completed a private placement (note 13).  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.

3.  Significant accounting policies:

(a) Basis of presentation:
    These consolidated financial statements are prepared in
    accordance with generally accepted accounting principles in
    the United States of America and present the financial
    position, results of operations and cash flows of the Company
    and its wholly-owned subsidiary, Brainware Systems Inc.,
    incorporated under the Company Act (British Columbia) on
    March 30, 1994.  All material intercompany balances and
    transactions have been eliminated.

                                                            8

<PAGE>

3.  Significant accounting policies (continued):

(a) Basis of presentation (continued):

    To December 31, 2000, for United States of America accounting
    and reporting purposes, the Company is considered to be in a
    development stage as it was devoting substantial efforts to
    developing its business operations.  Commencement of the
    development stage is considered to have occurred on January 3,
    1994 when the Company began operations as a high-technology
    development company.

(b) Cash and cash equivalents:

    Cash and cash equivalents include highly liquid investments,
    such as term deposits, having terms to maturity of three
    months or less at the date of acquisition and that are readily
    convertible to contracted amounts of cash.

(c) Short-term investments:

    Short-term investments include term deposits having terms to
    maturity greater than three months at the date of acquisition.

(d) Research and development costs:

    Research and development costs are expensed as incurred.

(e) Advertising costs:

    Advertising costs are expensed as incurred and totaled
    $16,811, $1,950, $10,786 and $4,075, during the period of
    inception on January 3, 1994 to December 31, 2000, years ended
    on December 31, 2000, 1999 and 1998, respectively.

(f) Inventory:

    Inventory is valued at the lower of cost and net realizable
    value with cost being determined on a first-in-first-out
    basis.  Cost includes laid-down cost which is the cost of
    materials and other applicable direct costs.

(g) Revenue recognition:

    The Company recognizes revenue when there is persuasive
    evidence of an arrangement, delivery has occurred, the fee is
    fixed or determinable, collectibility is reasonably assured,
    and there are no substantive performance obligations
    remaining.  The Company's revenue recognition policies are in
    conformity with the AICPA's Statement of Position No. 97-2,
    "Software Revenue Recognition", and are consistent with the
    guidance contained within the SEC's Staff Accounting Bulletin
    No. 101 - "Revenue Recognition in Financial Statements".

    Cash received in advance of meeting the revenue recognition
    criteria is recorded as deferred revenue.

                                                                 9

<PAGE>

3.	Significant accounting policies (continued):

(h) Fixed assets:

    Fixed assets are carried at cost less accumulated
    amortization.  Amortization is calculated annually as follows:

====================================================================
Asset                                  Basis           Rate
--------------------------------------------------------------------
Furniture and fixtures     declining-balance            20%
Computer equipment             straight-line        33 1/3%
Trade show assets              straight-line        33 1/3%
Computer software              straight-line            50%
Leasehold improvements         straight-line     lease term

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

    During the year, the Company changed its amortization policy
    for trade show assets and computer hardware to better
    approximate the useful life of the assets.  The adoption of
    this policy did not have a material effect on the Company's
    financial position or results of operations.

(i) 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 date of the financial statements
    and the reported amounts of revenues and expenses during the
    reporting period.  Actual amounts may differ from these
    estimates.

(j) Foreign currency:

    The Company's functional currency is the United States dollar.
    Assets and liabilities denominated in a foreign currency have
    been translated to the functional currency at rates of
    exchange in effect at the balance sheet date.  Revenue and
    expense items are translated at average exchange rates during
    the year.  Exchange gains and losses are included in
    operations.

(k) Stock-based compensation:

    The Company has elected to apply the provision of Accounting
    Principles Board Opinion No. 25, "Accounting for Stock Issued
    to Employees" ("APB 25"), and related interpretations in
    accounting for its stock options granted to employees.  Under
    APB 25, compensation expense is only recorded to the extent
    that the exercise price is less than fair value on the
    measurement date.  The Company has adopted the disclosure-only
    provisions of Statement of Financial Accounting Standards 123,
    "Accounting for Stock-Based Compensation" ("SFAS 123").
    Non-employee options are recognized at the fair value of the
    options as determined by an option pricing model as the
    services are performed and the options earned.

                                                                10

<PAGE>

3. Significant accounting policies (continued):

(l) Income taxes:

    The Company follows the asset and liability method of
    accounting for income taxes.  Deferred tax assets and
    liabilities are recognized based on the estimated future tax
    consequences attributable to differences between the financial
    statement carrying amounts of existing assets and liabilities
    and their respective tax basis.  Deferred tax assets and
    liabilities are measured using enacted tax rates in effect for
    the year in which those temporary differences are expected to
    be recovered or settled.  The effect on deferred tax assets
    and liabilities of a change in tax rates is recognized in
    income in the period that includes the enactment date.  When
    the likelihood of realization of a deferred tax asset is not
    considered to be more likely than not, a valuation allowance
    is provided.

(m) Loss per share:

    Loss per share is calculated based on the weighted average
    number of shares outstanding.
    As the effect of outstanding options is anti-dilutive, diluted
    loss per share does not differ from basic loss per share.

(n) Comprehensive income:

    Net income for the Company is the same as comprehensive
    income.

(o) Comparative figures:

    The Company has reclassified certain of the figures presented
    for comparative purposes to conform to the financial statement
    presentation adopted in the current year.

4. Related party balances and transactions:

(a) Due (to) from related companies:

    During the periods presented, the Company has had several
    transactions with Sideware Systems Inc. ("Sideware").
    Sideware is under the control of common directors and
    principal shareholders.  However, the Companies' businesses
    are separate.  The Companies raise their financing separately
    and do not share the proceeds from their separate issuances of
    securities.  The Companies also are developing and own
    separate technology and generate sales from different
    customers.

                                                             11
<PAGE>

4.  Related party balances and transactions (continued):

(a) Due (to) from related companies (continued):

    Transactions with Sideware during the last three fiscal years
    have been as follows:

 (i)   Cost sharing agreement:
       The Company shares office premises and some personnel with
       Sideware.  Prior to 1999, costs were shared equally with
       Sideware.  In October 1999, a new agreement was made to
       reallocate common costs 80% to Sideware and 20% to the
       Company retroactive to January 1, 1999.  The allocation of
       costs was based on the relative head count of the Company in
       comparison to Sideware.

       TechWest Management Inc. ("TechWest"), which is under the
       control of common directors, is responsible for making
       regular payments to suppliers on behalf of the Company and
       Sideware.  Cash is advanced to TechWest by the Company and
       Sideware to cover these expenses.  To October 31, 2000,
       TechWest then allocated the expenses 80% to Sideware and 20%
       to Braintech.

       This cost sharing agreement was replaced on November 1, 2000
       with an agreement providing for the use by the Company of a
       portion of the formerly shared premises and for the use of
       the services of Sideware personnel.  Payments under the
       agreement are approximately $5,200 per month.
       The Company has signed a lease agreement on these premises
       as co-covenantor along with Sideware.  As a result, if
       Sideware is unable to make its lease payments, the Company
       could be held responsible for all rent payments of
       approximately $140,000 per year, increasing by 2% per year,
       plus additional costs of approximately $40,000 per year to
       August 31, 2003.

       Amounts due to (from) related companies result from the
       intercompany expense allocations, cash advances, monthly
       charges for office and personnel use, and the sale of
       leasehold improvements (note 4(a)(iii)).

 (ii)  Purchase of computer equipment:

       The Company purchases most of its computer equipment through
       Sideware because of favorable pricing on IBM equipment
       available to Sideware.  No mark-up is charged.  During the
       year ended December 31, 2000, the Company's purchases were
       $19,400 (1999 - $21,000; 1998 - $26,000).

                                                               12
<PAGE>

4.	Related party balances and transactions (continued):

(a) Due (to) from related companies (continued):

 (iii) Sale of leasehold improvements:

       On September 30, 2000, the Company entered into an agreement
       with Sideware for the sale of leasehold improvements at
       their net book value of $41,506 which management estimates
       is also the fair market value.  This amount is being offset
       by usage fees which accrue to Sideware from the Company
       while sharing the premises in which Sideware resides.

 (iv)  Sale of product:

       During the year ended December 31, 2000, a product sale of
       $11,387 (1999 and 1998 - nil) was made to Sideware.

(b) Due from directors and officers:

    The amounts due from directors and officers represent cash
    advances provided to current directors and officers of the
    Company.

(c) Transactions with directors and officers:

    During the year, the Company was charged $65,389 (1999 -
    $68,375; 1998 - $129,538) for management and consulting
    services provided by directors and officers.  These charges
    are included in selling, general and administrative expenses.

5.  Fixed assets:
================================================================
                                       Accumulated      Net book
December 31, 2000            Cost     amortization         value

Furniture and fixtures  $  62,466   $       12,805     $  49,661
Computer equipment        112,891           48,002        64,889
Trade show assets          17,306            6,982        10,324
Computer software          56,880           45,418        11,462
Leasehold improvements     44,622            4,063        40,559
----------------------------------------------------------------
                        $ 294,165   $      117,270     $ 176,895
================================================================

                                                            13

<PAGE>

5.	Fixed assets (continued):

================================================================
                                       Accumulated      Net book
December 31, 1999            Cost     amortization         value

Furniture and fixtures  $  22,945   $        5,320     $  17,625
Computer equipment         80,745           23,771        56,974
Trade show assets          13,307            2,851        10,456
Computer software          50,795           36,898        13,897
Leasehold improvements     41,992            6,734        35,258
----------------------------------------------------------------
                        $ 209,784    $      75,574     $ 134,210
================================================================

6.  Common stock:

(a) At the annual general meeting of the Company on May 17,
    2000, the shareholders approved an increase in the authorized
    share capital of the company from 50,000,000 common shares to
    200,000,000 common shares having a par value of $0.001 each.

(b) Of the shares issued at December 31, 2000, 1,875,000
    shares (1999 - 12,595,000; 1998 - 5,280,000) are subject to
    trading restrictions.  These include the 1,500,000 shares
    retained by the Company, as described in note 6(c).

(c) 5,500,000 shares were issued for technology in 1993 and
    recorded at a par value of $5,500.  1,500,000 of these shares
    have been retained by the Company because the development of
    the technology has not been completed.

(d) 3,966,000 of the common stock issued in the first quarter
    resulted from the exercise of options by employees and directors
    of the Company at $0.20 per share.

(e) $730,000 of the proceeds from a private placement of 7,600,000 shares
    at $0.15 per share will be issued in 2001 when the remaining proceeds
    are received.

(f) Additional paid-in capital arises on the issuance of
    common shares at a price in excess of par value.

(g) Stock options:

    The Company has reserved 7,500,000 common shares pursuant to
    the 1997 stock option plan and an additional 7,500,000 common
    shares pursuant to the 2000 stock option plan.  The Company's
    Board of Directors have discretion to set the price, term,
    vesting schedules, and other terms and conditions for options
    granted under the plan, subject to the requirements of any
    stock exchange on which the Company's shares are listed.  Currently,
    the Company's policy is to issue options with an exercise price
    not below fair market value.

                                                          14
<PAGE>


6.  Common stock (continued):

(g) Stock options (continued):

    Subsequent to year-end, effective January 2, 2001, the Company
    granted 200,000 stock options at $0.25 per share.  The options
    vest periodically over a two year period; 100,000 expire on
    January 1, 2002 and the remaining 100,000 expire on January 1,
    2006.

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

      ==============================================================
                                                            Weighted
                                        Number               average
                                     of shares        exercise price
      --------------------------------------------------------------
      Balance, December 31, 1997     5,000,000                $ 0.20
      Options granted                1,570,000                  0.20
      Options exercised               (938,000)                 0.20
      Options cancelled/expired       (200,000)                 0.20
      --------------------------------------------------------------
      Balance, December 31, 1998     5,432,000                  0.20
      Options granted                1,165,000                  0.20
      Options exercised               (157,000)                 0.20
      Options cancelled/expired        (35,000)                 0.20
      --------------------------------------------------------------
      Balance, December 31, 1999     6,405,000                  0.20
      Options granted                2,425,000                  0.25
      Options exercised             (3,976,000)                 0.20
      Options cancelled/expired       (100,000)                 0.20
      --------------------------------------------------------------
      Balance, December 31, 2000     4,754,000                $ 0.23
      ==============================================================

 (ii) Additional information regarding options outstanding as at
      December 31, 2000 is as follows:

<TABLE>
<CAPTION>

=====================================================================================
                                     Outstanding                     Exercisable
                  ---------------------------------------     -----------------------
                                       Weighted
                                        average   Weighted                   Weighted
                                      remaining    average                    average
                       Number       contractual   exercise           Number  exercise
Exercise prices     of shares      life (years)      price        of shares     price
-------------------------------------------------------------------------------------
<C>                 <C>             <C>            <C>        <C>                <C>
$ 0.20              2,329,000              2.35     $ 0.20        2,329,000    $ 0.20
$ 0.25              2,425,000              4.92       0.25           10,000      0.25
-------------------------------------------------------------------------------------
                    4,754,000              3.66     $ 0.23        2,339,000    $ 0.20
=====================================================================================

</TABLE>

                                                               15
<PAGE>

6.	Common stock (continued):

(g) Stock options (continued):

 (iii) Stock-based compensation:

       With respect to the stock options granted from inception
       through December 31, 2000, the Company recorded stock-based
       compensation of $1,129,800.

       As indicated in note 3(k), the Company has adopted the
       disclosure provisions of Statement of Financial Accounting
       Standards No. 123, "Accounting for Stock-based
       Compensation" ("FAS 123").  Had compensation cost been
       determined based on the fair value of employee stock options
       at their grant date, the Company's net loss and net loss per
       share would have been as indicated below:

<TABLE>
<CAPTION>
       ============================================================================================
                                         Period from
                                        inception on
                                     January 3, 1994
                                     to December 31,                   Years ended December 31,
                                                                       ------------------------
                                                2000              2000           1999          1998
       --------------------------------------------------------------------------------------------
       <S>                            <C>                <C>            <C>            <C>
        Net loss:
         As reported                   $   (7,499,646)   $    (508,003) $  (1,236,074) $ (2,110,556)
         Proforma                          (8,850,090)        (613,195)    (1,423,903)   (2,384,239)

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

       Basic and diluted net
         loss per share:

         As reported                         $ (0.28)          $ (0.01)       $ (0.03)      $ (0.07)
         Proforma                              (0.33)            (0.01)         (0.04)        (0.08)

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

       The fair value for the options was estimated using the
       Black-Scholes option pricing model assuming no expected
       dividends and the following weighted average assumptions:

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

                                                Options
                                          ------------------
                                        Interest
                                            rate     Term   Volatility

       Years ended:
          December 31, 2000                 6.05%   1 yrs          70%
          December 31, 1999                 5.88%   5 yrs         120%
          December 31, 1998                 6.00%   5 yrs         156%
       ===============================================================

                                                               16
<PAGE>


6.	Common stock (continued):

(e) Stock options (continued):

 (iii) Stock-based compensation (continued):

 The weighted-average grant-date fair value of stock options granted during
 the year ended December 31, 2000 and 1999 are as follows:

       ==================================================================
                                       Weighted average  Weighted average
                                        exercise price	     fair value
                                          December 31,       December 31,
                                          ------------       ------------
                                          2000    1999       2000    1999
       ------------------------------------------------------------------
       Exercise price is less than
        market value on grant date       $   -  $ 0.20     $    -  $ 0.18
       Exercise price exceeds
        market value on grant date       $ 0.25   0.20       0.04    0.16
       ------------------------------------------------------------------
       Total options                     $ 0.25 $ 0.20     $ 0.04  $ 0.16
       ==================================================================

7.  Income taxes:

    Deferred income taxes reflect the tax effects of temporary
    differences between the carrying amount of assets and liabilities
    for financial reporting purposes and the amounts used for income
    tax purposes, as well as net operating loss and tax credit
    carryforwards.

    The Company's deferred income tax assets are comprised of the
    following at December 31:

    ===================================================================
                                                   2000            1999
    -------------------------------------------------------------------

    Net deferred tax assets and liabilities:
      Net operating loss carryforwards       $ 3,439,783    $ 3,010,653
    -------------------------------------------------------------------
    Total deferred tax assets                  3,439,783      3,010,653
    Valuation allowances                      (3,439,783)    (3,010,653)
    -------------------------------------------------------------------
    Net deferred tax assets                  $         -     $        -
    ===================================================================

    As of December 31, 2000, the Company had net operating losses of
    $2,717,576 available to offset taxable income earned in Canada to
    2007 and $4,994,940 available to offset taxable income earned in
    the United States to 2015.  Management believes that sufficient
    uncertainty exists as to whether the deferred tax assets will be
    realized, and accordingly, a valuation allowance is required.

                                                              17
<PAGE>


8.  Contingencies:

(a) On February 1, 1999, a former employee of the Company
    commenced legal proceedings against the Company claiming
    damages for an alleged breach of a stock option agreement and
    an amount owing pursuant to a consulting agreement.  The
    Company and the former employee entered into a Mutual Release
    and Settlement Agreement dated February 1, 2001 whereby the
    Company will issue 400,000 common shares at a deemed price of
    $0.25 per share to the former employee's company.  The cost of
    the settlement of these proceedings which commenced prior to
    year-end has been included in shares to be issued and
    recognized as a loss on settlement of litigation in the
    December 31, 2000 consolidated financial statements.

(b) On March 16, 1999, three corporations commenced legal
    proceedings against the Company and certain of its present and
    former directors claiming damages in the amount of $606,000
    for breach of contract and conversion of stock certificates.
    In a Supreme Court of British Columbia Order, effective
    January 25, 2001, the action was dismissed without cost to the
    Company or its present and former directors.  The previously
    accrued provision for estimated cost of settlement has been
    reversed in the December 31, 2000 consolidated financial
    statements.

9.  Commitments:
    The Company has obligations under operating lease arrangements
    which require the following minimum annual payments:

    ===========================================================
    2001                                          $      36,575
    2002                                                  6,617
    -----------------------------------------------------------
                                                  $      43,192
    ===========================================================

10. Research and development expenditures:

    Included in cumulative research and development expenditures is
    $438,700 of compensatory benefit of employee stock options from
    the period of inception on January 31, 1994 to December 31, 2000.
    No benefit was recorded during the year ended December 31, 2000
    (1999 - nil; 1998 - $430,700).

                                                         18
<PAGE>


11. Selling, general and administrative expenses:

    Selling, general and administrative expenses are comprised of the
    following:

<TABLE>
<CAPTION>
    ============================================================================================
                                      Period from
                                     inception on
                                  January 3, 1994
                                  to December 31,                      Years ended December 31,
                                                                       ------------------------
                                             2000              2000           1999          1998
    --------------------------------------------------------------------------------------------
    <S>                            <C>                <C>            <C>            <C>
    Compensatory benefit of
      employee stock options       $      691,100     $           -	$    2,000  $    497,100
    Salaries and benefits               1,055,160           189,159        143,865       298,430
    Marketing                             952,366           126,640        163,768       165,676
    Legal and audit                       781,172           132,237        142,781       169,257
    Rent and facilities                   307,266            55,033         33,353        86,477
    Other                                 869,141           188,924        164,948       138,770
    --------------------------------------------------------------------------------------------
                                   $    4,656,205     $     691,993	$  650,715   $ 1,355,710
    ============================================================================================

</TABLE>

12. Financial instruments:

(a) Fair values of financial instruments:
    The Company's short-term financial instruments consist of cash
    and cash equivalents, short-term investments, accounts
    receivable, due from related companies, accounts payable and
    accrued liabilities. The fair value of these financial
    instruments approximate their carrying values due to their
    short term maturity.

(b) Foreign currency risk:

    Foreign currency risk reflects the risk that the Company's net
    assets or operations will be negatively impacted due to
    fluctuations in exchange rates.  Revenues and expenses of the
    Company denominated in foreign currencies come due in the
    short-term and accordingly, management of the Company believes
    there is no significant exposure to foreign currency
    fluctuations.  The Company does not have foreign currency
    hedges in place.

(c) Credit risk:

    Financial instruments subjecting the Company to concentrations
    of credit risk consist primarily of cash and cash equivalents
    and short-term investments. The Company maintains cash and
    cash equivalents with high quality financial institutions.

    The Company's customers are currently concentrated in Canada.
    The Company performs ongoing credit evaluations, generally
    does not require collateral and establishes an allowance for
    doubtful accounts based upon factors surrounding the credit
    risk of customers, historical trends and other information.

                                                       19
<PAGE>


13. Subsequent events:

    Private placement:

    Subsequent to year-end, the Company issued, through a private
    placement, 7,600,000 common shares at $0.15 per share for net
    proceeds of $1,140,000 of which $100,000 is in the form of a
    promissory note receivable from an officer.  Additionally, the
    Company issued 3,800,003 share purchase warrants.  Each share
    purchase warrant entitles the holder to purchase one additional
    common share of the Company, for a period of one year, at a price
    of $0.20 per share.  As at December 31, 2000, $730,000 had been
    received with respect to this private placement and is included
    in additional paid-in capital.

14. Unaudited interim financial statements:

    The following table sets forth selected unaudited quarterly
    information for the Company's last eight fiscal quarters (in
    thousands):

<TABLE>
<CAPTION>

    ========================================================================
                                         Fiscal 2000 Quarter End
                             ------------------------------------------
                         December 31  September 30     June 30      March 31
     <S>                 <C>          <C>              <C>          <C>

     Revenues                     19            44           7            70
     Gross margin                 13            31           4            39
     Net earnings (loss)
      for the period             266          (120)       (327)         (328)
     Net profit (loss)
      per share                 0.01         (0.01)          -         (0.01)
    ========================================================================
</TABLE>
<TABLE>
<CAPTION>
    ========================================================================
                                         Fiscal 1999 Quarter End
                             ------------------------------------------
                         December 31  September 30     June 30      March 31
     <S>                 <C>          <C>              <C>          <C>

     Revenues                      -             -           -             -
     Gross margin                  -             -           -             -
     Net earnings (loss)
      for the period             (300)        (226)       (354)         (357)
     Net profit (loss)
      per share                     -        (0.01)          -         (0.01)
    ========================================================================
</TABLE>
                                                            20

<PAGE>

                            SIGNATURES

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


Dated: July 3, 2001                  BrainTech, Inc.

                                      "Grant Sutherland"

                                      By:
                                      W. Grant Sutherland
                                      Chairman of the Board of Directors








                                                             21