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

                          FORM 10-QSB

[x]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001
                               --------------

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
        ACT

             For the transition period from            to
                                            ----------    ----------

                           BRAINTECH, INC.
  (exact name of small business issuer as specified in its charter)

                 Nevada                            98-0168932
                 ------                            ----------
(State or other jurisdiction of incorporation)    (I.R.S. Employee
                                                   Identification No.)

                     Unit 113-980 West 1st Street
                   North Vancouver, British Columbia
                              Canada
                              V7P 3N4
                              -------
                (address of principal executive offices)

                           (604) 988-6440
                           ---------------
                     (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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:
53,699,333 common shares with par value of $0.001 as of May 14,
2001.

Transitional Small Business Disclosure Format (check one):
Yes [] No [x].

                       Index to Exhibits on page 11

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                           Table of Contents

Part I.   Financial Information..................................3
Item 1.      Financial Statements................................3
Item 2.      Management's Discussion and Analysis or Plan of
             Operation...........................................3
Part II   Other Information......................................8
Item 1.      Legal Proceedings...................................8
Item 2.      Changes in Securities and Use of Proceeds...........9
Item 3.      Defaults Upon Senior Securities....................10
Item 4.      Submission of Matters to a Vote of Security
             Holders............................................10
Item 5.      Other Information..................................10
Item 6.      Exhibits and Reports on Form 8-K...................11

                                  2
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                      PART I-FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

Each of the following items are contained in our condensed
consolidated financial statements for the three-months ended
March 31, 2001 and 2000 (Unaudited), which are attached as an
exhibit to our quarterly report.

-      Condensed Consolidated Balance Sheets as of March 31, 2001
       (Unaudited) and December 31, 2000.
-      Condensed Consolidated Statements of Operations (Unaudited)
       for the three months ended March 31, 2001, March 31, 2000 and
       for the period from inception on January 3, 1994 to March 31,
       2001.
-      Condensed Consolidated Statements of Stockholders' Equity
       (Deficit) (Unaudited) for the period from December 31, 2000
       to March 31, 2001 and for the period from inception on
       January 3, 1994 to March 31, 2001.
-      Condensed Consolidated Statements of Cash Flows (Unaudited)
       for the three months ended March 31, 2001, March 31, 2000, and
       for the period from inception on January 3, 1994 to March 31,
       2001.
-      Condensed Notes to Consolidated Financial Statements (Unaudited).

Our financial statements are presented in United States dollars,
and dollar figures stated in this quarterly report refer to
United States dollars, except where specified otherwise.  As our
head office is in Canada, many of our transactions, including
payment of salaries to our employees, are completed in Canadian
dollars ("Cdn$").  For purposes of this quarterly report, other
than amounts extracted from our financial statements, Canadian
dollar amounts have been converted to United States dollars at an
exchange rate of Cdn$1.00 = US$0.65, being the average exchange
rate for the quarter ending March 31, 2001.

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

As of March 31, 2001, we have incurred aggregate net losses of
approximately $7.9 million since entering the technology field in
1994.  We expect to continue to incur significant operating
losses over the foreseeable future.  Operating losses may
fluctuate from quarter to quarter as a result of differences in
the timing of expenses incurred and revenue recognized.

RESULTS OF OPERATIONS

THREE-MONTH PERIOD ENDED MARCH 31, 2001 COMPARED WITH THE THREE-
MONTH PERIOD ENDED MARCH 31, 2000

We recorded no revenue from operations during the three-month
period ended March 31, 2001.

During the three month period ended March 31, 2000, we recorded
revenue from operations of $69,886. This amount included:

-      $58,429 for a brake shoe sorting and inspection system
       developed for Satisfied Brake Products Inc.; and

                              3
<PAGE>

-      $11,387 for the Wizmaster program developed for Sideware
       Systems Inc.

As we had no revenue during the three month period ended March
31, 2001, we recorded no cost of sales during that period either.

Cost of sales for the three-month period ended March 31, 2000 was
$31,199.  This amount consisted of:

-      $26,105 paid to a systems integrator working on the Satisfied
       Brake Products Inc. project; and
-      Approximately $5,000 for equipment for our transmission
       casing inspection project with ABB.

Research and development expenses for the three-month period
ended March 31, 2001 were $118,271, compared with $151,027 for
the three-month period ended March 31, 2000.  This change
resulted principally from the following factors:

-      Salaries allocated to research and development increased from
       approximately $90,000 for the three-month period ended March 31,
       2000 to approximately $100,000 for the three-month period
       ended March 31, 2001, principally as a result of hiring
       an additional employee during the first quarter of 2001 to work
       in research development.
-      Payments to North Shore Circuit Design for work on the IMPAC
       accelerator board decreased from approximately $47,000 to nil.
       Our work on the IMPAC board ceased during 2000, and as a
       result, payments to North Shore Circuit have ceased.

Selling, general, and administrative expenses increased from
$215,512 for the three-month period ended March 31, 2000 to
$292,183 for the three-month period ended March 31, 2001.
Several factors contributed to the change. The principal factors
were as follows:

-      Amortization expenses increased from 14,275 to 31,333.
-      Legal expenses decreased from $56,400 to $47,180.
-      Filing and transfer fees decreased from $11,307 to $1,020,
       principally as a result of a decrease in fees paid on the
       filing of a registration statement on Form S-1 to qualify up
       to 11,900,003 shares for resale under the Securities Act of
       1933.
-      During the three-month period ended March 31, 2000, we
       incurred a foreign exchange loss of $18,903. The comparative
       figure for 2001 was $1,301. Our foreign exchange losses
       result principally from adjusting entries made in respect of
       transactions recorded in United States dollars, but actually
       carried out in Canadian dollars.
-      During the three-month period ended March 31, 2001, we paid
       $7,714 for public relations services. There were no similar
       payments during the three-month period ended March 31, 2000.
-      Travel and promotion expenses decreased from $10,331 to
       $2,673, principally as a result of reduced trade show
       participation.
-      Accounting and audit fees increased from $9,450 to $22,598.
-      General and administrative salaries increased from
       approximately $62,000 to approximately $160,000, principally
       because we increased our workforce during the first quarter
       of 2001.

YEAR ENDED DECEMBER 31, 2000 COMPARED WITH YEAR ENDED DECEMBER 31, 1999

During the year ended December 31, 2000, we recorded revenue from
operations of $140,049.  This amount included:

                                 4

<PAGE>


-      Approximately $68,000 for a brake shoe sorting and inspection
       system developed for Satisfied Brake Products Inc.;
-      $11,387 for the Wizmaster program developed for Sideware
       Systems Inc.;
-      Approximately $44,000 from ABB, principally for two vision
       systems used in the manufacture of plastic fuel tanks; and
-      Approximately $18,000 from ABB for a vision system to identify
       and sort automotive transmission casing parts.

We recorded no revenue from operations during the year ended
December 31, 1999.

Cost of sales for the year ended December 31, 2000, were $53,581.
This amount consisted of:

-      $26,105 paid to Mercator Robotec Inc., a systems integrator
       working on the Satisfied Brake Products Inc. project; and
-      Approximately $27,200 for equipment and expenses related to
       the projects that generated revenue from operations.

We had no revenue during the year ended December 31, 1999 and,
accordingly, we recorded no cost of sales during that period
either.

Research and development expenses for the year ended December 31,
2000 were $435,071 compared with $579,441 for the year ended
December 31, 1999.  This change resulted principally from the
following factors:

-      Salaries allocated to research and development increased from
       $315,458 to $327,275; and
-      Payments to North Shore Circuit Design for work on the IMPAC
       board decreased from $204,800 to $87,751.  Our work on the
       IMPAC board ceased during 2000, and as a result, payments to
       North Shore Circuit design have ceased.

Selling, general and administrative expenses increased from
$650,715 for the year ended December 31, 1999 to $691,993 for the
year ended December 31, 2000. Several factors contributed to the
increase. The principal factors were as follows:

-      Amortization increased from approximately $42,500 to $52,000,
       as a result of a change in the amortization period with
       respect to computer hardware and also as a result in the
       increased expenditure on leasehold improvements.
-      Filing and transfer fees increased from $12,213 to $32,465,
       principally as a result of costs incurred in filing a
       registration statement under the Securities Act of 1933.
-      Accounting and auditing expenses decreased from approximately
       $66,000 to approximately $59,000.
-      Legal expenses decreased from approximately $77,000 to
       approximately $73,000.
-      Investor relations costs increased from $19,528 to $51,430,
       principally as a result of costs incurred in distributing
       materials for our 2000 shareholders' meeting and in proxy
       tabulation costs.
-      Travel and trade show costs decreased from approximately
       $41,000 to approximately $6,300, principally because we did
       not participate in industry trade shows during 2000.
-      Premises costs increased from approximately $16,400 to
       approximately $40,250, principally as a result of our
       relocation to our new office premises located at Unit 113 -
       980 West 1st Street, North Vancouver, B.C.

                                     5
<PAGE>

YEAR ENDED DECEMBER 31, 1999 COMPARED WITH YEAR ENDED DECEMBER 31, 1998

During the year ended December 31, 1999 we did not receive any
operating revenue.  We completed the majority of the work on our
brake shoe sorting and inspection system for Satisfied Brake
Products Inc., and held a deposit of $21,506 in respect of that
work.  In addition, we completed the Wizmaster project for
Sideware Systems Inc.  However, as neither project was fully
invoiced or paid prior to December 31, 1999, revenue from those
projects was recognized in our 2000 fiscal year.

During the fiscal year ended December 31, 1998, we received
operating revenue of $57,510 from the sale of machine vision
systems and related services.  We received:

-      $18,000 from Epson Portland Inc. for sale of our print quality
       inspection system;
-      $30,000 from Cordis, a Johnson & Johnson company, for a
       feasibility study in respect of a shunt inspection system;
-      $7,500 from Tantus Electronics Corp. in respect of a proposed
       fruit inspection system for Sunkist Growers; and
-      $2,010 from NGI Technology, Inc. for a purchase of the
       BrainTron processor.

Costs of sales for the fiscal year ended December 31, 1998 were
$30,005.  This figure included $1,250 in hardware costs and
$28,755 in internal manpower costs.  The internal manpower costs
related to work done on those projects that generated revenue, as
described above.  We had no operating revenue for the year ended
December 31, 1999 and, accordingly, we had no cost of sales
during that period.

Research and development expenses decreased from $752,078 for the
year ended December 31, 1998 to $579,441 for the year ended
December 31, 1999.  The principal factors, which contributed to
the decrease, were as follows:

-      Stock based compensation decreased from $430,700 to $0.  We
       incur stock based compensation expenses when we issue stock
       options with exercise prices below the market price for our
       stock.
-      Salaries and bonuses allocated to research and development
       increased from $230,553 to $315,458.
-      Payments to North Shore Circuit Design for work on the IMPAC
       accelerator board increased from $116,294 to $204,800.
-      We report our research and development expenses net of
       government grants, which totalled $5,460 during 1999 and
       $45,890 during 1998. The grant funds were used for the
       development of the Odysee Development Studio.

Consulting and contractor expenses were $0 for the year ended
December 31, 1999, compared with $24,785 for the year ended
December 31, 1998.  Consulting and contractor expenses for 1998
included approximately $17,000 spent in preparing a business
plan.  There was no similar expense during 1999.

Our selling, general, and administrative expenses decreased from
$1,355,710 for the year ended December 31, 1998 to $650,715 for
the year ended December 31, 1999.  Our selling, general, and
administrative expenses include several categories of
expenditure, including salaries not allocated to research and
development.  Accordingly, several factors contributed to the
decrease.  The principal factors were as follows:

                              6
<PAGE>

-      Our non-cash stock based compensation expense decreased from
       $497,100 to $2,000.
-      Salaries and benefits decreased from $298,430 to $143,865.
       The principal reason for this decrease was the adjustment to
       our cost sharing agreement with Sideware Systems Inc.,
       described below under the heading "Related Party
       Transactions".
-      During 1999 we incurred a foreign exchange expense of $50,619.
       By comparison, during 1998 we incurred a foreign exchange gain
       of $36,743.   Our foreign exchange gains and expenses result
       principally from transactions recorded in United States
       dollars, but actually carried out in Canadian dollars.
-      Accounting costs increased from approximately $54,000 to
       approximately $66,000.  The principal reasons for this
       increase were costs incurred in filing reports required under
       the Securities Exchange Act of 1934 and costs incurred in
       resolving accounting issues relating to our stock options.
-      Travel and trade show costs decreased from approximately
       $56,000 to approximately $41,000, principally as a result of
       reduced trade show participation.
-      Premises costs decreased from approximately $63,000 to
       approximately $16,400, principally as a result of the
       adjustment made to our cost sharing agreement with Sideware
       Systems Inc.

LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 2001, we completed a private
placement of 7,600,000 shares at a price of $0.15 per share.  In
addition, for every two shares purchased, each purchaser received
one share purchase warrant.  Each share purchase warrant entitles
the holder to purchase one additional share for one year at $0.20
per share.  Net proceeds from the private placement were
approximately $1.1 million.

As of March 31, 2001, inclusive of the private placement and
option proceeds described above, our cash balance was approximately
$812,000.  As of May 11, 2001, our cash balance is approximately
$680,000.

At our current level of operation, we estimate that our cash
expenses are approximately $164,000 per month.  We base this
estimate on the following data:

-      As at April 30, 2001, we employ 22 people either as officers,
       employees or contractors.  Our monthly salary costs are
       approximately $90,000 per month.
-      For the period ended March 31, 2001 our average monthly
       general, overhead and administrative costs, exclusive of
       salary costs, were approximately $74,000 per month.
-      During the year ended December 31, 2000 we incurred capital
       expenditures of approximately $136,000, principally for
       leasehold improvements, furniture and fixtures, and computer
       equipment.  Between December 31, 2000 and May 11, 2001, we
       incurred capital expenditures of approximately $75,000,
       principally for leasehold improvements, furniture and
       fixtures, computer equipment and computer software related to
       the expansion of our staff and to our move into new premises.
       We do not expect to incur significant capital expenditures
       during the remainder of 2001 unless they result from an
       increase in our level of operation.

Based on the foregoing, we estimate that our total cash
expenditures for the period May 15, 2001 to September 30, 2001,
will be approximately $738,000.  Accordingly, at our current
level of operation, our existing cash balances should be
sufficient to pay our anticipated cash expenditures to
approximately September 15, 2001.

                              7

<PAGE>

PLAN OF OPERATION

Our first priority during the balance of 2001 is to build upon
our relationship with ABB Flexible Automation, a division of
ABB Inc. for the purpose of becoming a principal supplier
of vision systems to ABB and its customers.  If we are able
to obtain additional contracts for the design and
installation of our custom machine vision systems through ABB, we
believe we could generate sufficient sales revenue to achieve
positive cash flow.

Our second priority during the balance of 2001 is to continue
development of our Internet based service and support system and
the eVisionFactory program.  eVision Factory is a computer
program that performs functions similar to those functions
performed by Odysee Development Studio.  We expect eVision
Factory will support the development of new vision systems by
integrating different components through a "drag and drop"
procedure.  We plan to configure eVision Factory so that it will
provide for efficient integration of vision systems with robotic
and other industrial control systems.  Components of eVision
Factory will likely include:

-      Our Internet based service and support system; and
-      Maintenance and support features to monitor the performance of
       vision systems to detect errors and to notify operators when
       an error has been detected.

Taking into account our current cash balance and our anticipated
cash expenditures for the remainder of 2001, we are working
towards releasing a final production version of the
eVisionFactory program, including our Internet based service and
support system, by the fourth quarter of 2001. We currently use
eVision Factory as a development tool and we plan to sell certain
components of the program in conjunction with our customized
machine vision systems.

We do not plan to increase our operating expenses significantly,
or to incur substantial capital expenditures, unless we begin to
generate sales revenue or unless we raise additional capital.
At present, we do not have specific plans to raise additional
capital.  We believe that if we identify additional development
projects that we consider worth pursuing, we will likely try to
raise additional private placement financing.

                     PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

As of the date of this quarterly report, we are not involved in
any legal proceedings.  We settled the following legal
proceedings during the first quarter of 2001.

1.      CACTUS CONSULTANTS CO. LTD. V. BRAINTECH, INC .ET AL, BRITISH
        COLUMBIA SUPREME COURT ACTION NO. C991377

On March 16, 1999 Cactus Consultants Co. Ltd., Crystal Securities
Inc., and Elmswell Investments Inc. commenced legal proceedings
against us and certain of our directors.  The Plaintiffs claimed
$606,000 as damages for breach of contract and conversion of
stock certificates.

On January 25, 2001, the Supreme Court of British Columbia
ordered that the Plaintiffs' action be dismissed for failure to
comply with a court order for the production of documents.

                               8

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2.      JMF MANAGEMENT INC. ET AL V. BRAINTECH, INC. ET AL, BRITISH
        COLUMBIA SUPREME COURT ACTION NO. C990550

On February 1, 1999 JMF Management Inc. and Manfred Kurschner
commenced legal proceedings against TechWest Management Inc. and
us.  Mr. Kurschner is our former Manager of Investor Relations
and JMF Management Inc. is Mr. Kurschner's personal management
company.  The Plaintiffs claimed approximately $100,000 in
damages for alleged breach of a stock option agreement and
approximately $7,500 alleged to be owing pursuant to a consulting
agreement.  We filed a defence and counterclaim.  Our
counterclaim claimed damages for breach of fiduciary duty and
negligence.

To settle this action, we issued 400,000 common shares to JMF
Management Inc. at a deemed price of $0.25 per share on March 15,
2001. The parties have exchanged mutual releases and agreed to
terminate the court proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the first quarter of 2001, we completed a private
placement of 7,600,000 shares at a price of $0.15 per share.  In
addition, for every two shares purchased, each purchaser received
one share purchase warrant.  Each share purchase warrant entitles
the holder to purchase one additional share for one year at $0.20
per share.  The shares and warrants were issued to accredited
investors pursuant to exemptions from registration as set out in
Rule 506 of Regulation D under the Securities Act.

Of the 7,600,000 shares issued pursuant to this private
placement, 3,300,000 shares were issued February 26, 2001 at a
price of $0.15, which was equivalent to proceeds of $495,000.
Another 4,300,000 shares were issued March 15, 2001 also at a
price of $0.15, which was equivalent to proceeds of $645,000.  We
received $730,000 of the cash proceeds from this private placement
prior to December 31, 2000, and included this amount as
"Additional paid-in capital" in our financial statements as at
December 31, 2000.  We received the balance of the cash proceeds
during the first quarter of 2001 and have included $300,697, net
of share issue costs, as "Common stock" and "Additional paid-in
capital" in our financial statements as at March 31, 2001.  For the
shares issued in exchange for a promissory note, as described below,
we have included $100,000 as "Common stock" and
"Additional paid-in capital" in our financial statements as at
March 31, 2001.  As of March 31, 2001 and the date of our
quarterly report, we have not received payment of the promissory
note.  Accordingly, in our financial statements as at
March 31, 2001, we have reduced our "Additional paid-in capital"
in the amount of $100,000, the amount owed under the promissory
note.

Purchasers in this private placement included the following
directors and officers:

-      Owen Jones, one of our directors, purchased 1,666,667 shares
       and 833,334 share purchase warrants.
-      Edward White, one of our directors, purchased 666,667 shares
       and 333,334 share purchase warrants.
-      Beau J Holdings Ltd., a private holding company of Grant
       Sutherland, one of our directors, purchased 1,666,666 shares
       and 833,333 share purchase warrants.

Edward White issued a promissory note in the amount of $100,000
to us in payment of his shares and share purchase warrants.  In
accordance with an Agreement for Escrow of Share Certificate

                               9

<PAGE>

dated February 27, 2001, the share certificate and warrant
certificate issued to Mr. White will remain in escrow until we
receive full payment of the $100,000 from Mr. White.

On March 15, 2001, pursuant to a Mutual Release and Settlement
Agreement dated February 1, 2001, we issued 400,000 shares to JMF
Management Inc. in settlement of legal proceedings.

On March 15, 2001, we issued 100,000 common shares Peter MacLean,
a former employee.  Mr. McLean was entitled to the shares as a
term of his employment agreement.

In total, during the first quarter of 2001, we issued 8,100,000
shares and 3,800,003 share purchase warrants.  On May 1, 2001,
under the Securities Act, we filed a pre-effective registration
statement on Form S-1 to qualify the 11,900,003 shares described
in this quarterly report for resale by the selling shareholders.
Information about the selling shareholders that was made
available to us is set out in our pre-effective registration
statement.  At the time of filing this quarterly report, none of
the 3,800,003 share purchase warrants have been exercised nor has
the effective date of our registration statement filed under the
Securities Act been determined.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5.  OTHER INFORMATION

INTERNET INVESTOR RELATIONS AGREEMENT

On March 1, 2001, we entered into an Internet investor relations
agreement with Agora International Enterprises Corp.  Agora, as a
consultant, is to provide us with on-line investor communications
and surveillance service.  Under the agreement, Agora is
responsible for complying with securities laws of the United
States.

ANNUAL MEETING OF SHAREHOLDERS

Our annual meeting of shareholders will be held on June 19, 2001
at 1:00 pm (Pacific Standard time), at the Four Seasons Hotel,
791 Georgia Street, Vancouver, British Columbia for the following
purposes:

-      To elect directors; and
-      To transact such other business as may properly come before
       the meeting or any adjournment thereof.

Only shareholders of record as of the close of business on April
20, 2001 are entitled to vote at the annual meeting of
shareholders.

                               10

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ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                               EXHIBITS

Number
Exhibit

3.1(1)       Articles of Incorporation, dated February 27, 1987
3.2(1)       Articles of Amendment, dated July 14, 1998
3.3(1)       Articles of Amendment, dated June 28, 1990
3.4(1)       Articles Of Amendment of the Company, dated February 8,
             1993
3.5(1)       Articles of Amendment of the Company, dated April 6,
             1993
3.6(1)       Articles of Amendment of the Company, dated December 6,
             1993
3.7(8)       Restated Articles of Incorporation of the Company dated
             June 1, 2000
3.8(1)       By-Laws of the Company
4.1(1)       Specimen Stock Certificate
4.2(2)       1997 Stock Option Plan
4.3(2)       2000 Stock Option Plan
4.4(7)       Amended 2000 Stock Option Plan dated November 1, 2000
5.1(8)       Opinion and Consent of William M. Ziering, Attorney at
             Law dated April 25, 2001
10.1(1)      License Agreement between the Company and Willard W.
             Olson, dated January 5, 1995.
10.2(1)      Product Development Agreement between the Company and
             United Technologies Microelectronic Systems Inc., dated
             July 6, 1998.
10.3(1)      Manufacturing and Sales Agreement between the Company
             and United Technologies Microelectronic Systems Inc.,
             dated July 6, 1998.
10.4(1)      Operating Agreement between the Company and Sideware Systems Inc.,
             dated November 1, 1995.
10.5(4)      Cost Sharing and Allocation Agreement between the
             Company and Sideware Systems Inc.
10.6(1)      Assignment of Lease and Modification of Lease Agreement
             dated August 17, 1998 between HOOPP Realty Inc.,
             Techwest Management Inc., Sideware Systems Inc., and
             Braintech, Inc.
10.7(4)      Software Development and License Agreement dated
             September 20, 1999 between the Company and Sideware
             Systems Inc.
10.8(4)      Lease effective as of July 1, 1999 between the
             Company, Techwest Management Inc., Sideware Systems
             Inc. and Pacific Centre Leaseholds Ltd.
10.9(4)      Assignment Agreement effective as of July 1, 1999
             between the Company, Techwest Management Inc.,
             Sideware Systems Inc., and SJM Management Ltd.
10.10(4)     Agreement between the Company, Mercator Robotec Inc.
             and Satisfied Brake Products Inc.
10.11(5)     Alliance Agreement dated March 26, 2000 between the
             Company and ABB Flexible Automation.
10.12(6)     Sublease and Consent to Lease between MGI International
             Marine Safety Solutions Inc., Techwest Management Inc.
             and HOOPP Realty Inc., and Offer to Lease
10.13(6)     Letter agreement with Sideware Systems Inc. dated
             November 1, 2000
10.14(7)     Bluetooth Specification Early Adopters Agreement
             between IBM and the Company dated December 15, 2000
10.15(7)     Support and Equipment Lease Agreement between Tactel AB
             and the Company dated December 19, 2000

                                  11

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10.16(7)     Assignment Agreement between Pacific Centre Leaseholds
             Ltd., Techwest Management Inc., Sideware Systems Inc.
             and the Company dated January 1, 2001
10.17(7)     Mutual Release and Settlement Agreement between Manfred
             Kurschner, JMF Management Inc, Techwest Management Inc.
             and the Company dated February 1, 2001
10.18(7)     Agreement between Axis Communications Inc. and the
             Company dated January 29, 2001
10.19(7)     Agreement for Escrow of Share Certificate & Promissory
             Note between Edward White and the Company dated
             February 27, 2001
10.20        Internet Investor Relations Agreement between Agora
             International Enterprises Corp. and the Company
             dated March 1, 2001
11.1         Computation of net loss per share
21.1(1)      Subsidiaries of the Registrant
23.1(8)      Consent of KPMG, LLP dated April 30, 2001
99.1         Condensed Consolidated Financial Statements for the
             three-months ended March 31, 2001 and 2000 (Unaudited)

   (1)   Exhibit already on file - exhibit to our Form 10-SB
         registration statement filed September 25, 1998.
   (2)   Exhibit already on file - exhibit to our Schedule 14A proxy
         information filed March 1, 2000.
   (3)   Exhibit already on file - exhibit to our Form S-1
         registration statement filed February 11, 2000.
   (4)   Exhibit already on file - exhibit to our Form 10-QSB covering
         the quarter ended September 30, 1999 filed November 15, 1999.
   (5)   Exhibit already on file - exhibit to our Form 10-QSB covering
         the quarter ended March 31, 2000 filed May 15, 2000.
   (6)   Exhibit already on file - exhibit to our Form 10-QSB covering
         the quarter ended September 30, 2000 dated November 9, 2000.
   (7)   Exhibit already on file - exhibit to our Form-10-KSB
         covering the fiscal year ended December 31, 2000 dated
         March 29, 2001.
   (8)   Exhibit already on file - exhibit to our pre-effective Form
         S-1 registration statement filed May 1, 2001.

We did not file any reports on Form 8-K during the quarter ended
March 31, 2001.

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<PAGE>

                           SIGNATURES

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

Dated: May 15, 2001                    BrainTech, Inc.

                                       "W. Grant Sutherland"

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

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
in the capacities and on the dates indicated.

Signature                       Title                        Date


"Owen L.J. Jones"       Chief Executive Officer,           May 15, 2001
-----------------       President, and Director
Owen L.J. Jones         (Principal Executive Officer)


"W. Grant Sutherland"   Chairman of the Board,             May 15, 2001
---------------------   Director
W. Grant Sutherland


"Edward A. White"       Chief Financial Officer,           May 15, 2001
-----------------       Director
Edward A. White         (Principal Financial and
                         Accounting Officer)


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