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

FORM 10-QSB

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

For the quarterly period ended September 30, 2002

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

For the transition period from

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

|Nevada(State or jurisdiction of incorporation) | 000-24911(Commission File Number) | 98-0168932(IRS Employer Identification No.)
|---------------------------------------------- | --------------------------------- | -------------------------------------------

930 West 1st Street, Unit #102, 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 13,710,016 Common shares, par value $0.001, as at November 8, 2002.

Transitional Small Business Disclosure Format (check one):

Yes [ ] No [x]

Index to Exhibits on Page 13

Braintech, Inc.

Form 10-QSB

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements page 1

Item 2. Management's Discussion and Analysis or Plan of Operation page 1

Item 3 Controls and Procedures page 11

PART II. OTHER INFORMATION

Item 1. Legal Proceedings page 11

Item 2. Changes in Securities page 11

Item 3. Defaults upon Senior Securities page 12

Item 4. Submission of Matters to a Vote of Securities Holders page 12

Item 5. Other Information page 12

Item 6. Exhibits and Reports on Form 8-K page 12

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Each of the following items is contained in our Condensed Consolidated Financial Statements and form part of this quarterly report.

(i) Condensed Consolidated Balance Sheets as at September 30, 2002 (unaudited) and December 31, 2001;

(ii) Condensed Consolidated Statements of Operations (unaudited) for the period from inception on January 3, 1994 to September 30, 2002 and for the three and nine month periods ended September 30, 2001 and 2002;

(iii) Condensed Consolidated Statements of Stockholders' Equity (Deficit) (unaudited) for the period from inception on January 3, 1994 to September 30, 2002;

(iv) Condensed Consolidated Statements of Cash Flows (unaudited) for the period from inception on January 3, 1994 to September 30, 2002 and for the nine month periods ended September 30, 2001 and 2002; and

(v) Condensed notes to Consolidated Financial Statements (unaudited).



|Condensed Consolidated Financial Statements of
(Expressed in United States dollars)
BRAINTECH, INC.(A Development Stage Enterprise)
Nine months ended September 30, 2002 and 2001
Three months ended September 30, 2002 and 2001
Period from inception on January 3, 1994 to September 30, 2002
(Unaudited - Prepared by Management)
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|BRAINTECH, INC.                      
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|(A Development Stage Enterprise)     
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|Condensed Consolidated Balance Sheets
|(Unaudited - Prepared by Management) 
|(Expressed in United States dollars) 
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|Assets                               
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|Current assets:                      
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|Fixed assets                         
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|Liabilities and Stockholders' Equity 
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|Current liabilities:                 
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|Stockholders' equity:                
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See accompanying notes to condensed consolidated financial statements.



|BRAINTECH, INC.                                
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|(A Development Stage Enterprise)               
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|Condensed Consolidated Statements of Operations
|(Unaudited - Prepared by Management)           
|(Expressed in United States dollars)           
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|Sales                                          
|Cost of sales                                  
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|Gross margin                                   
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|Operating expenses:                            
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|Operating loss                                 
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|Non-operating:                                 
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|Loss for the period                            
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|Loss per share:                                
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|Weighted average                               
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See accompanying condensed notes to consolidated financial statements

|BRAINTECH, INC.                                                       
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|(A Development Stage Enterprise)                                      
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|Condensed Consolidated Statements of Stockholders' Equity (Deficiency)
|(Unaudited - Prepared by Management)                                  
|(Expressed in United States dollars)                                  
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|Balance, January 3, 1994                                              
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|Loss for the period                                                   
|Balance, December 31, 1994                                            
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|Loss for the period                                                   
|Balance, December 31, 1995                                            
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|Common stock transactions (net of                                     
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|Loss for the period                                                   
|Balance, December 31, 1996                                            
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|Common stock transactions (net of                                     
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|Compensatory benefit of employee                                      
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|Loss for the period                                                   
|Balance, December 31, 1997                                            
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|Common stock transactions (net of                                     
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|Compensatory benefit of employee                                      
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|Loss for the period                                                   
|Balance, December 31, 1998                                            
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|Common stock transactions (net of                                     
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|Common stock subscriptions                                            
|Subscriptions receivable                                              
|Compensatory benefit of employee                                      
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|Loss for the period                                                   
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|Balance, December 31, 1999,                                           
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|BRAINTECH, INC.                                                                   
|----------------------------------------------------------------------------------
|(A Development Stage Enterprise)                                                  
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|Condensed Consolidated Statements of Stockholders' Equity (Deficiency) (Continued)
|(Unaudited - Prepared by Management)                                              
|(Expressed in United States dollars)                                              
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|Balance, December 31, 1999,                                                       
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|Common stock issued for cash at                                                   
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|Subscriptions received in cash                                                    
|Settlement of litigation                                                          
|Common stock issued for cash                                                      
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|Common stock subscriptions                                                        
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|Common stock to be issued in                                                      
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|Loss for the year                                                                 
|Balance, December 31, 2000                                                        
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|Common stock issued for                                                           
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|Less: Promissory notes receivable                                                 
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|Common stock issued for                                                           
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|Common stock issued for cash at                                                   
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|Common stock issued for cash at                                                   
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|Shares issued for services rendered                                               
|Common stock subscriptions                                                        
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|Common stock to be issued for                                                     
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|Deferred stock-base compensation                                                  
|Amortization of deferred stock-                                                   
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|Loss for the year                                                                 
|Balance, December 31, 2001                                                        
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|Shares subsequently issued for                                                    
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|Common stock issued for cash at                                                   
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|Shares issued for services rendered                                               
|Common stock subscriptions                                                        
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|Common stock issued for fractional                                                
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|Deferred stock-based compensation                                                 
|Loss for the year                                                                 
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|Balance, September 30, 2002                                                       

See accompanying condensed notes to consolidated financial statements.

|BRAINTECH, INC.                                 
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|(A Development Stage Enterprise)                
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|Condensed Consolidated Cash Flows               
|(Unaudited - Prepared by Management)            
|(Expressed in United States dollars)            
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|Cash flows from operating activities            
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|Cash flows from investing activities            
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|Cash flows from financing activities            
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|Increase (decrease) in cash and cash equivalents
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|Cash and cash equivalents, beginning of period  
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|Cash and cash equivalents, end of period        
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|Supplemental information:                       
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See accompanying condensed notes to consolidated financial statements.

|BRAINTECH, INC.                                               
|--------------------------------------------------------------
|(A Development Stage Enterprise)                              
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|Notes to Condensed Consolidated Financial Statements          
|(Unaudited - Prepared by Management)                          
|(Expressed in United States dollars)                          
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|Nine months ended September 30, 2002 and 2001                 
|Three months ended September 30, 2002 and 2001                
|Period from inception on January 3, 1994 to September 30, 2002
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|1.                                                            
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|2.                                                            
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|BRAINTECH, INC.                                               
|--------------------------------------------------------------
|(A Development Stage Enterprise)                              
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|Notes to Condensed Consolidated Financial Statements          
|(Unaudited - Prepared by Management)                          
|(Expressed in United States dollars)                          
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|Nine months ended September 30, 2002 and 2001                 
|Three months ended September 30, 2002 and 2001                
|Period from inception on January 3, 1994 to September 30, 2002
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|2.                                                            
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|3.                                                            
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|BRAINTECH, INC.                                               
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|(A Development Stage Enterprise)                              
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|Notes to Condensed Consolidated Financial Statements          
|(Unaudited - Prepared by Management)                          
|(Expressed in United States dollars)                          
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|Nine months ended September 30, 2002 and 2001                 
|Three months ended September 30, 2002 and 2001                
|Period from inception on January 3, 1994 to September 30, 2002
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|BRAINTECH, INC.                                               
|--------------------------------------------------------------
|(A Development Stage Enterprise)                              
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|Notes to Condensed Consolidated Financial Statements          
|(Unaudited - Prepared by Management)                          
|(Expressed in United States dollars)                          
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|Nine months ended September 30, 2002 and 2001                 
|Three months ended September 30, 2002 and 2001                
|Period from inception on January 3, 1994 to September 30, 2002
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|BRAINTECH, INC.                                               
|--------------------------------------------------------------
|(A Development Stage Enterprise)                              
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|Notes to Condensed Consolidated Financial Statements          
|(Unaudited - Prepared by Management)                          
|(Expressed in United States dollars)                          
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|Nine months ended September 30, 2002 and 2001                 
|Three months ended September 30, 2002 and 2001                
|Period from inception on January 3, 1994 to September 30, 2002
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|7.                                                            
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|8.                                                            
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|BRAINTECH, INC.                                               
|--------------------------------------------------------------
|(A Development Stage Enterprise)                              
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|Notes to Condensed Consolidated Financial Statements          
|(Unaudited - Prepared by Management)                          
|(Expressed in United States dollars)                          
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|Nine months ended September 30, 2002 and 2001                 
|Three months ended September 30, 2002 and 2001                
|Period from inception on January 3, 1994 to September 30, 2002
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|8.                                                            
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. Forward-looking statements deal with our current plans, intentions, beliefs and expectations and are statements of future economic performance. Statements containing terms like "believes", "does not believe", "plans", "expects", "intends", "estimates", "anticipates", and other phrases of similar meaning are considered to imply uncertainty and are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from what is currently anticipated. We make cautionary statements throughout this report and the documents we have incorporated by reference, including those stated under the heading "Risk Factors" at page 8. You should read these cautionary statements as being applicable to all related forward-looking statements wherever they appear in this report, the materials referred to in this report, and the materials incorporated by reference into this report.

We cannot guarantee our future results, levels of activity, performance or achievements. Neither we nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report.

Where we say "we", "us", "our", or "the Company", we mean Braintech Inc. and its subsidiaries.

OVERVIEW

We entered the technology field in the first quarter of 1994. Since then, the majority of our efforts have been devoted to developing products to be used in creating machine vision systems or "computerized vision", and in developing machine vision systems. Machine vision refers to the technology base that employs any number of electro-optical or non-contact techniques to acquire image data, process that data and analyze it to draw conclusions with little or no operator intervention. Basically, machine vision is the application of electronic imaging, image processing, and image analysis techniques to applications in the manufacturing industries for the purpose of control (process control, quality control, machine control, and robot control).

In 1998, we began to apply our technology and expertise to the development of machine vision systems for industrial applications. We have developed machine vision systems used in product inspection, location analysis, and parts handling and assembly.

In March 2000, we entered into a strategic alliance with ABB Inc. ("ABB"). ABB is a major supplier of industrial robotic systems. Since entering into our alliance with ABB, we have focused on the development and implementation of vision guidance systems for robots used in the automobile manufacturing industry.

In 2000, we commenced the development of eVisionFactory ("eVF"), a software environment whose main components are: e - Real-Time Internet Support, V - Vision Science & Engineering, and F - Application Development & Operation. eVF combines vision technology, systems engineering, and a wireless Internet based service and support system. The Internet-based service and support system is designed to provide technical support through the Internet to purchasers of our vision guidance systems. The Internet-based support system could also be used to provide technical support to companies operating other types of industrial machinery and manufacturing systems.

In July 2001, we entered into a Memorandum of Understanding with Marubeni Corporation, pursuant to which the two companies agreed to cooperate in developing and marketing of the Braintech technology for industrial applications including vision guided robots in Japanese and Asian markets. Marubeni is a Japanese trading company with offices and subsidiaries throughout the world. Marubeni is ranked 25th on the 2002 Fortune Global 500 of the world's largest corporations, based on 2001 revenues.

In the 2nd quarter of 2001, at the request of a major automaker, we completed the development of a 3D single camera vision guidance system for robots used in automotive manufacturing systems ("SC3D"). The SC3D system uses a single conventional CCD (Charge Coupled Device) camera. Software algorithms use images from the camera mounted on the robot arm to determine the position and orientation of an object. That information is used to guide the robot operating on or manipulating the object. Applications for the SC3D system include automated assembly, material handling, spot welding, machining operations, adhesive and sealant application, spray painting, and part identification and inspection. As a result of our completion of the development of SC3D, we received from ABB an order for 19 vision guidance systems for installation into two engine assembly plants of a major automaker.

DEVELOPMENTS IN 2002

In the 1st quarter of 2002, we completed a commercial version of eVF that does not include the Internet based service and support system as that system remains under development.

In the 1st quarter of 2002, we also developed a fully automated process for 3D calibration of a stationary or robot-mounted camera ("AutoCal-3D"). Calibration refers to the process whereby the mathematical relationship between pixel coordinates of objects in digital images and real-world coordinates such as inches and millimeters is calculated. In contrast to the manual calibration process, AutoCal-3D eliminates all steps involving operator input thereby increasing both efficiency and accuracy. AutoCal-3D is a component of eVF.

We have continued to add functionality to eVF by developing additional components as follows:

Xi2D (Single/Multi-Camera 2D); Xi2D refers to our set of image processing and feature detection, identification and location algorithms that determine the position of parts or features. Xi2D consists of a single or multi-camera arrangement that view various features of interest. This technology is best suited for robot guidance involving semi-constrained (loosely fixtured) parts whose position and orientation can vary in a planar fashion. Advanced feature detection and pattern matching algorithms enable precise and robust Xi2D measurements.

DD3D (Direct Depth 3D); DD3D uses stereo vision for direct measurement. DD3D refers to our set of depth measurement and metrology algorithms that directly determine the 3D coordinates of parts or features. DD3D consists of a binocular camera arrangement (the DD3D sensor) to view a part or feature. The 3D depth information from multiple DD3D sensors is combined into a cohesive model of the object's pose in 3D. DD3D technology is well suited for robotic guidance applications involving parts with varying dimensions for applications such as windshield decking and body panel racking.

SR3D (Surround Vision 3D); SR3D is similar to SC3D but involves multiple cameras and has the ability to analyse several sets of features at the same time. SR3D has an advanced set of algorithms which can combine different views of a part to determine the part's 3D pose. The physical configuration is usually multiple CCD cameras viewing different areas of the same part. SR3D is suited for robotic handling applications involving large dimensionally stable parts or parts with only a few features on each viewing surface such as auto body assembly applications.

To date, we have delivered 15 of the 19 SC3D vision systems ordered by ABB in the fall of 2001 for a major automaker. All of these systems include the commercialized version of eVF, SC3D and AutoCal-3D. These systems are integrated with ABB robots and several of them are currently used in an automotive power train assembly line. The remaining systems are installed or are being installed in pre-deployment assembly lines and the automaker's engineers have confirmed that the installed systems meet the required specifications under normal plant conditions. It is expected that these systems will be transferred to the engine assembly plants in November and December 2002. However, the installation dates for these systems are dependent on the requirements of the customer and these dates have constantly shifted. To September 30, 2002, seven systems have been invoiced and we have received payment in full. The remaining eight of the fifteen systems delivered were invoiced in November 2002.

During the 1st half of 2002, we continued the development of our relationship with Marubeni Corporation that culminated in the signing of a Marketing and Development Agreement. The agreement, which covers Southeast Asia and Australia, provides for mutual exclusivity, whereby Marubeni is granted an exclusive license to manufacture and distribute Braintech's vision guided robotic systems and Marubeni agrees that it will not deal with any competitive technology or products during the three-year term. Marubeni placed an order for two eVF development systems and these systems were delivered upon completion of the Marketing and Development Agreement. We have completed the integration work for utilization of eVF with Kawasaki robots. We have also set up a demonstration/training model of eVF in the Marubeni Vision Techno Centre in Nagoya, Japan and have provided onsite training to Marubeni engineers. In addition, Mr. Babak Habibi, our President, gave a presentation to senior level executives of Marubeni at the Techno Centre. We have also hired a Vice-President Marketing and Business Relations - Asian Region to oversee and manage our relationship with Marubeni.

As of September 30, 2002, we have incurred an aggregate deficit of approximately $11.3 million during our development and operations stage. We may continue to incur significant additional operating losses as our product development, research and development, and marketing efforts continue. Operating losses may fluctuate from quarter to quarter as a result of differences in the timing of expenses incurred and revenue recognized.

We have generated total revenues, from inception on January 3, 1994 to September 30, 2002, in the amount of $515,495.

Results of Operations

We believe that our limited history of revenue generation and recent business developments make the prediction of future results of operations difficult, and, accordingly, our operating results should not be relied upon as an indication of future performance.

Nine-month period ended September 30, 2002 compared with the nine-month period ended September 30, 2001.

Revenue from operations for the nine-month period ended September 30, 2002 was $268,593. The amount of our revenues is calculated in accordance with the software revenue recognition rules outlined in the American Institute of Certified Public Accountant's Statement of Position (SOP) 97-2. More detail on how we apply SOP 97-2 is provided at page 7.

Revenue for the nine-month period ended September 30, 2002, includes approximately $205,300 for the seven vision systems delivered to ABB for a major automaker, approximately $20,500 for two eVF development systems for Marubeni, and approximately $42,000 for two vision systems used in the manufacture of plastic fuel tanks that were delivered in December 2001 and March 2002. In accordance with SOP 97-2, we are recognizing the revenue from the plastic fuel tanks systems over the twelve-month periods commencing on the delivery date.

Cost of sales for the nine-month period ended September 30, 2002 were $25,487. This amount also is calculated in accordance with SOP 97-2.

During the nine-month period ended September 30, 2001, we recorded revenue from operations of $47,752. We received $24,802 of this amount for a vision system used in the manufacture of plastic fuel tanks and $22,950 for a vision system used to locate and inspect automotive air conditioning systems. Both systems were sold through our alliance with ABB Flexible Automation.

Cost of sales for the nine-month period ended September 30, 2001 were $13,830. This amount consisted of $7,475 for equipment used in, and installation costs relating to, the fuel tank project and $6,355 for equipment and installation costs relating to the air conditioner project.

Research and development expenses increased from $305,979 for the nine-month period ended September 30, 2001 to $328,033 for the nine-month period ended September 30, 2002 principally from a small increase in personnel involved in research and development.

Selling, general, and administrative expenses increased from $1,088,045 for the nine-month period ended September 30, 2001 to $1,242,994 for the nine-month period ended September 30, 2002. Several factors contributed to the increase. The principal factors were as follows:

- General and administrative salaries increased from approximately $466,000 to approximately $490,000, due to a net increase of 1 additional general and administrative employee.

- As at September 30, 2002, the Company recorded a stock based compensation charge of $49,899 in accordance with the application of the Black-Scholes option pricing model on the authorized issuance of 500,000 share purchase warrants to be granted to Owen Jones, our Chief Executive Officer in lieu of salary for the period from January 1, 2002 to September 30, 2002. There was no similar charge during the nine month period ended September 30, 2001.

- Amortization expenses decreased from $89,175 to $58,767, principally as a result of reduced amortization charges relating the write-off of the leasehold improvements of our old offices and the write-off of other fixed assets considered obsolete.

- Legal expenses decreased from $121,974 to $98,428, principally due to the cost incurred in 2001 for filing a registration statement under the Securities Act of 1933.

- Accounting expenses decreased from $59,057 to $33,267 principally due to the cost incurred in 2001 for filing a registration statement under the Securities Act of 1933.

- Overall travel and marketing expenditures increased from approximately $150,000 to approximately $269,000 principally as a result of efforts to increase our exposure and the exposure of our products. The individual components of this increase are as follows: Expenditures for marketing materials increased from $48,498 to $58,094, trade shows increased from $38,005 to $86,328, investor relations increased from $14,383 to $91,333, travel increased from $19,012 to $21,767, and web site expenditures decreased from $25,643 to $3,556.

- Rent and premises cost increased from $58,001 to $102,233, principally as a result of the move to our expanded premises.

Three-month period ended September 30, 2002 compared with the three-month period ended September 30, 2001.

Revenue from operations for the three-month period ended September 30, 2002 was $155,042. The amount of our revenues is calculated in accordance with the software revenue recognition rules outlined in the American Institute of Certified Public Accountant's Statement of Position (SOP) 97-2. More detail on how we apply SOP 97-2 is provided at page 7.

Revenue for the three-month period ended September 30, 2002, includes approximately $116,800 for the four vision systems delivered to ABB for a major automaker, approximately $20,500 for two eVF development systems for Marubeni, and approximately $17,000 for two vision systems used in the manufacture of plastic fuel tanks that were delivered in December 2001 and March 2002. In accordance with SOP 97-2, we are recognizing the revenue from the plastic fuel tanks systems over the twelve-month periods commencing on the delivery date.

Cost of sales for the three-month period ended September 30, 2002 were $11,239. This amount also is calculated in accordance with SOP 97-2.

During the three-month period ended September 30, 2001, we recorded revenue from operations of $22,950. We received this amount from ABB Flexible Automation for a vision system used to locate and inspect automotive air conditioning systems.

Cost of sales for the three-month period ended September 30, 2001 were $6,355. This amount consisted of equipment and installation costs relating to the air conditioner project.

Research and development expenses increased from $102,140 for the three-month period ended September 30, 2001 to $108,946 for the three-month period ended September 30, 2002 principally from a small increase in personnel involved in research and development.

Selling, general, and administrative expenses increased from $332,341 for the three-month period ended September 30, 2001 to $431,385 for the three-month period ended September 30, 2002. Several factors contributed to the increase. The principal factors were as follows:

- General and administrative salaries decreased from approximately $178,000 to approximately $139,000, due to a reduction of approximately 2 general and administrative employees.

- As at September 30, 2002, the Company recorded stock based compensation charge of $49,899 in accordance with the application of the Black-Scholes option pricing model on the authorized issuance of 500,000 share purchase warrants to be granted to Owen Jones in lieu of salary for the period from January 1, 2002 to September 30, 2002. There was no similar charge during the three month period ended September 30, 2001.

- Amortization expenses decreased from $27,083 to $19,701, principally as a result of reduced amortization charges relating the write-off of the leasehold improvements of our old offices and the write-off of other fixed assets considered obsolete.

- Accounting expenses decreased from $26,531 to $13,596, principally due to the cost incurred in 2001 for filing a registration statement under the Securities Act of 1933.

- Overall travel and marketing expenditures increased from approximately $14,000 to approximately $79,000. The individual components of this increase are as follows: Expenditures for marketing materials increased from nil to $86, trade shows increased from $219 to $32,606, investor relations increased from $4,628 to $35,581, travel increased from $4,629 to $5,151, and web site expenditures decreased from $2,298 to $1,309.

- Rent and premises cost decreased from $36,800 to $34,286, principally as a result of repairs and maintenance required during the move to our expanded premises in the third quarter of 2001.

Liquidity and Capital Resources

As of June 30, 2002, our accounts receivable balance included $47,975 relating to two invoices to Axium Automation Inc. The first invoice of $34,224 was issued in December 2001. As at June 30, 2002 we recorded a 78% allowance for non-collection of this invoice as Axium filed for protection under Canadian bankruptcy laws on March 27, 2002. We rendered the second invoice for $37,585 to Axium after March 27, 2002 and as at June 30, 2002, we expected this invoice to be paid in full. However, on September 17, 2002, Axium declared bankruptcy and we have written off the entire remaining balance of both invoices as a bad debt.

On October 29, 2002, we completed a private placement of 855,594 common shares at a price of $0.60 per share. In addition, for every two shares purchased, the purchasers received one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share for 12 months at $0.85 per share. Net proceeds from the private placement were $513,356. Of these proceeds, $450,926 was received prior to September 30, 2002.

On October 29, 2002, we completed a private placement of 267,106 common shares at a price of $0.31 per share. In addition, for every two shares purchased, the purchasers received one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share for 12 months at $0.36 per share. Net proceeds were $82,803 which was received prior to September 30, 2002.

In addition to these private placements, on October 24, 2002, we received $82,803 and on November 7, 2002 we received $47,771 on account of private placements to be completed in the future.

As of November 8, 2002, inclusive of the private placement proceeds described above, our cash balance is approximately $100,000. Apart from our cash balance and any revenue we receive from operations, we have no other sources of liquidity or capital resources.

At our current level of operation, we estimate that our cash expenses are approximately $160,000 per month. We base this estimate on the following data:

- As at November 8, 2002, we have 21 employees. Our salary costs are approximately $78,000 per month;

- For the nine months ended September 30, 2002, our average monthly general, overhead and administrative costs, exclusive of salary costs, were approximately $78,000 per month. We expect that our general overhead and administrative costs, exclusive of salary costs, will continue to be approximately $78,000 per month for the remainder of 2002;

- During the year ended December 31, 2001, we incurred capital expenditures of approximately $154,000, principally for leasehold improvements, furniture and fixtures, and computer equipment. Between December 31, 2001, and November 8, 2002, we incurred capital expenditures of approximately $8,000, for computer equipment. We do not expect to incur significant capital expenditures during the remainder of 2002 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 November 8, 2002 to December 31, 2002 will be approximately $325,000. Accordingly, at our current level of operation, our existing cash balances, together with the anticipated realization of our accounts receivable and anticipated proceeds of future private placements, should be sufficient to pay our anticipated cash expenditures to approximately December 31, 2002. To continue as a going concern, we will either have to raise additional capital or generate substantial sales revenue. If we cannot do either by December 31, 2002, we face the risk that our business will fail.

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, while we do not have specific plans to raise additional capital, we will need to do so to continue operations.

Critical Accounting Policies

On December 12, 2001, the Securities and Exchange Commission issued a cautionary advice regarding the disclosure of critical accounting policies. Critical accounting policies are those that our management believes are both most important to the portrayal of our financial condition and results, and that require difficult, subjective, or complex judgements, often as a result of the need to make estimates about the effects of matters that involve uncertainty.

We believe the "critical" accounting policies we use in preparation of our financial statements are as follows:

Revenue Recognition.

We recognize revenue in accordance with the software revenue recognition rules outlined in the American Institute of Certified Public Accountant's Statement of Position (SOP) 97-2. That is, we recognize revenue when there is a persuasive evidence of a contract, delivery has occurred, the fee is fixed or determinative, collection is reasonably assured, and there are no substantive performance obligations remaining. Any cash received in advance of meeting these criteria is recorded as deferred revenue on our balance sheet. We are in the process of establishing our policies regarding warranties and future service and support. These items are considered future performance obligations and as such may affect the timing of revenue recognition. As our policies evolve and as we are able to attach a value to these future services (i.e. establishing a fee for future services and support), the timing of our recognition of revenue will also change. As a result, our revenues may fluctuate from period to period based on the mix of current and future deliverables.

Use of Estimates. The preparation of our 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.

Stock-based Compensation. We have 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 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. We have 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.

Plan of Operation

Our first priority for the balance of 2002 is to complete the order of SC3D vision systems ordered by ABB in the fall of 2001 for a major automaker. To date we have delivered fifteen of the nineteen systems ordered and several of them are currently being used in an automotive power train assembly line. The remaining systems are installed or are being installed in pre-deployment assembly lines. To September 30, 2002, we invoiced seven of the fifteen systems and the remaining eight systems were invoiced in November 2002. Revenue from the eight systems should provide the operating cash requirements for approximately 1 1/2 months. The remaining four systems are scheduled for delivery and installation starting in December 2002.

Our second priority for the balance of 2002 is to continue to build upon our relationship with ABB, to become the principal supplier of vision systems to ABB and their customers. If we are able to obtain additional multi-order contracts for the design and installation of our vision systems, we believe we could generate sufficient sales revenue to achieve positive cash flow.

We are taking the following steps to secure additional contracts with ABB.

- We have hired a sales engineer in the Province of Ontario, Canada, where the Canadian automotive manufacturing industry is concentrated. Our Ontario sales engineer provides support to ABB sales representatives in Ontario, through presentations to potential customers of industrial vision guided robotic systems.

- We have installed a single camera 3D demonstration unit in the ABB plant in Brampton, Ontario for purposes of displaying our vision system technology to ABB's customers.

- We provide proposals to ABB for the vision system components for robotic systems being sold to ABB customers. As of November 8, 2002 we have several proposals outstanding, some of which involve multiple systems.

- We have begun negotiations with ABB's US subsidiary to establish an alliance similar to the one we have with ABB's Canadian subsidiary

- We have contracted a sales consultant based in the northeastern United States to provide sales support to ABB - USA and to be responsible for direct sales to US automakers and their Tier I and Tier II suppliers.

Our third priority during the balance of 2002 is to continue the development of eVisionFactory, including our Internet based service and support system. We have completed a commercial version of eVisionFactory and all systems delivered to ABB for a major auto manufacturer include a version of eVisionFactory. We have demonstrated a Beta version of our Internet based service and support system and it is currently undergoing field testing.

Our fourth priority is to support Marubeni Corporation in its endeavours to market our products throughout south east Asia in accordance with the mutually exclusive Marketing and Development Agreement. In this regard, we have hired a Vice-President Marketing and Business Relations - Asian Region to oversee and manage our relationship with Marubeni.

There is no assurance that our plan of operation will succeed. We have no assurance of when, if ever, we will secure further contracts for the sale of vision guided robotic systems. In addition, we have no assurance that we will be able to complete development of the eVisionFactory program, or that we will be able to obtain new contracts, or generate sales revenue, through use of that program.

RISK FACTORS

Investment in our common stock involves a high degree of risk. Prospective investors should carefully consider the following risk factors in addition to other information in this report before purchasing our common stock.

Because we have earned insignificant revenue of only $515,495 from inception to September 30, 2002, we face a risk of insolvency.

We have never earned substantial operating revenue. We have been dependent on equity financing to pay operating costs and to cover operating losses.

We have sufficient cash and accounts receivable to pay ongoing operating expenses, at their current level, to approximately December 31, 2002. To continue operation beyond that we will have to raise additional capital and/or generate substantial revenues. If we are unable to do so, we face a risk of insolvency.

The auditors' report on our December 31, 2001 consolidated financial statements includes an additional paragraph that identifies conditions which raise substantial doubt about our abilities to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Because we have no significant sales history and are substantially dependent on our alliance with ABB to generate future sales, our future is uncertain if our alliance with ABB fails.

We plan to market our machine vision systems and also our Internet based support and service system through our alliance with ABB Inc. We believe our alliance with ABB is our best prospect for generating sales revenue. We have no other established distribution channels or marketing arrangements, and if we are unable to generate sales through ABB, our prospects for generating revenue are highly speculative.

Because our alliance with ABB is new, we have no assurance that it will lead to additional sales.

We made our alliance agreement with ABB in March 2000 and together we have been awarded contracts for more than 20 vision guided robotic systems. We intend to develop our relationship with ABB to try and make additional sales through that relationship. However, our relationship with ABB is new and our prospects for generating sales under the ABB alliance are uncertain. Furthermore, additional sales through ABB will be dependent upon our products and services meeting customer demands.

Because our Internet based service and support system is in the development stage, we have no assurance that we will complete development successfully.

We commenced development of our Internet based service and support system during the fall of 2000. That system is still in the development and testing stage. We have no assurance that we will be able to complete development of the system, or that any market will exist for the system when it is completed.

Because of our limited operating and sales history, we cannot make reliable projections of our future operating costs.

If we are able to generate sales, we may have to hire additional personnel to service our customers and to continue development of our technology. We may also have to incur additional marketing and overhead expenses. As a result of our lack of historical sales, we cannot make reliable projections of the number of additional personnel we will require, the cost of employing those personnel, or the level of marketing and overhead expenses we will incur. We thus have no assurance that any revenue we earn will be sufficient to cover the cost of earning that revenue, or to generate operating profits.

Because we develop and install customized vision systems for specific customer needs, we may not be able to create a repeat customer base.

Most vision systems are designed for the specific needs of a particular customer, and represent isolated purchases by the customers in question. As a result, we have no assurance that we will be able to obtain additional contracts to supply our custom vision systems, or that any customers we secure will become repeat customers.

Because our work force is small, with only 21 people employed either as officers, employees or contractors, we are vulnerable to the loss of key people or to rapid expansion.

We employ only 21 people either as officers, employees or contractors. We try to employ people with skill sets that match the specific fields important to our business. As a result, the departure of a single person or a small number of people could materially adversely affect our business. We do not have key man insurance on any of the people we employ.

Qualified technical personnel are in great demand in all high technology industries. Accordingly, it may be difficult for us to replace people who depart, or to hire additional people we may require if we are able to generate substantial sales.

Because we do not have patent protection for any of our products, our intellectual property may be copied or misappropriated.

We do not hold any patents on any of our products. Accordingly, we have no legal means to prevent other companies from developing products that perform similar functions in a similar way. On January 31, 2002, we filed an application in the Canadian Patent Office regarding the Method And Apparatus For Single Camera 3D Vision Guided Robotics and on May 24, 2002 we filed an identical application in the United States Patent Office. This is the only instance in which we have applied for patent protection of our intellectual property.

We believe that copyright law protects the software code that we have written for eVisionFactory, the BrainTron processor, the Odysee Development Studio, and each of our custom machine vision systems. However, copyright law does not prevent other companies from developing their own software to perform the same functions as our products. As well, copyright law varies from country to country and may be unenforceable in a jurisdiction where software may be copied.

Because the market price of our common stock has been particularly volatile, purchasers of our common stock face a high degree of market risk.

The market price of our common stock has experienced extreme fluctuations. Since January 1, 2000 the market price of our common stock has varied between $0.20 and $30.60. As we have not announced any material changes to our earnings, we believe that the fluctuations in our stock price have resulted primarily from market perceptions of the speculative value of our business opportunities. The susceptibility of our stock price to fluctuation exposes purchasers of our stock to a high degree of risk.

Because we have generated revenue of only $515,495 from inception to September 30, 2002, and our business has not been profitable with accumulated losses of $11,289,335 from inception to September 30, 2002, we may not be able to raise the additional capital we need.

We will require additional capital to continue the development of our products, to pay the costs of marketing those products, or to cover operating losses until we are able to become profitable. As we have never generated operating profits or significant sales revenue, we may not be able to raise the amount of capital we require.

Several other factors may also hinder our efforts to raise capital. They include the following:

- Our share price has been highly volatile during 2000, 2001 and 2002. The volatility of our share price may deter potential investors.

- Subsequent to the first quarter of 2000, many technology companies have experienced financial difficulties and rapidly declining share prices. As a result, potential investors may be less willing to invest in technology companies generally.

- Subsequent to the first quarter of 2000, capital markets have become tighter generally, with less financing available for technology companies generally.

- Capital markets have become tighter due to international tensions beginning on September 11, 2001.

Because we will have to raise additional capital, the interests of shareholders may be diluted.

To raise additional capital we may have to issue additional shares, which may dilute the interests of existing shareholders substantially. Alternatively, we may have to borrow large sums and assume obligations to make substantial interest and capital payments. We may also have to sell significant interests in some or all of our products. If we are able to raise additional capital, we cannot assure that it will be on terms that enhance the value of our common shares.

Because a significant percentage of our issued shares have recently become free trading, and because we may register additional share offerings, there is a risk of downward pressure on our stock price.

During the first 9 months of 2001, we issued approximately 2.2 million shares in private placements and other transactions. Those shares have become eligible for re-sale under Rule 144 to the Securities Act of 1933. In addition, we raised further funds late in 2001 and 2002 in private placements and other transactions for which we have issued 2,351,348 shares and 1,625,669 share purchase warrants for one share each. We may register these shares and share purchase warrants for resale. The market price of our stock could drop significantly if the owners of these shares sell all or a large portion of the shares, or are perceived as intending to sell them.

Because our stock may be subject to "low price stock" rules, the market for our stock may be limited.

The Securities and Exchange Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price less than $5.00. Our stock is presently covered by those rules, and may continue to be so. The penny stock rules require broker-dealers to make a special suitability determination before selling our stock to investors who are not either regular customers or accredited investors. As a result, the potential market for our stock may be limited.

Because the National Association of Securities Dealers has announced that the OTC Bulletin Board will cease operations in 2003, the market for trading of our securities may be adversely affected.

The National Association of Securities Dealers, Inc., has announced that it intends to make certain changes to its system for trading shares electronically other than through NASDAQ, including establishing a new electronic trading system known as the Bulletin Board Exchange ("BBX") which will eventually supersede the OTC Bulletin Board. We are unable to determine the effect of any such change on the Company and the trading market for our securities, or whether our common stock will be eligible for listing on the BBX. The inability of our common stock to be listed on the BBX could have a material adverse impact on the market price for our common stock.

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Within the 90 days prior to the date of this report, the Company's Chief Executive officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in its periodic Securities and Exchange Commission ("SEC") filings is recorded, processed and reported within the time periods specified in the SEC's rules and forms. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company's periodic SEC filings.

Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of the date of this quarterly report, we are not involved in any legal proceedings.

ITEM 2. CHANGES IN SECURITIES

Recent Sales of Unregistered Securities

On October 29, 2002, we issued 855,594 common shares at a price of $0.60 per share pursuant to a private placement agreed to on August 28, 2002. Owen Jones, our C.E.O. and director purchased 751,544 of the shares and Grant Sutherland, our former Chairman and director purchased 104,050 of the shares. In addition, for every two shares purchased, the purchaser received one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share for one year at $0.85 per share. The shares and warrants were issued pursuant to exemptions from registration as set out in Rule 506 of Regulation D under the Securities Act.

On October 29, 2002, we issued 267,106 common shares at a price of $0.31 per share pursuant to a private placement agreed to on September 30, 2002. Owen Jones, our C.E.O. and director purchased the shares. In addition, for every two shares purchased, the purchaser received one share purchase warrant. Each share purchase warrant entitles the holder to purchase one additional share for one year at $0.36 per share. The shares and warrants were issued pursuant to exemptions from registration as set out in Rule 506 of Regulation D under the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

On August 12, 2002 we filed a report on Form 8-K containing certifications by the Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

On September 9, 2002, we filed a Form 8-K with respect to a one for five reverse stock split of the Company's authorized, issued and outstanding common stock. The reverse stock split took effect with the OTC Bulletin Board at the opening for trading on Monday, September 9, 2002 under the new stock symbol BRHI.

INDEX TO EXHIBITS

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                                                                                                                                                       
|3.9(9)    | Amendment to 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                                                                                                                        
|10.1(1)   | License Agreement between the Company and Willard W. Olson, dated January 5, 1995.                                                                                           
|10.2(4)   | Cost Sharing and Allocation Agreement between the Company and Sideware Systems Inc.                                                                                          
|10.3(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.
|10.4(4)   | Software Development and License Agreement dated September 20, 1999 between the Company and Sideware Systems Inc.                                                            
|10.5(4)   | Lease effective as of July 1, 1999 between the Company, Techwest Management Inc., Sideware Systems Inc. and Pacific Centre Leaseholds Ltd.                                   
|10.6(4)   | Assignment Agreement effective as of July 1, 1999 between the Company, Techwest Management Inc., Sideware Systems Inc., and SJM Management Ltd.                              
|10.7(5)   | Alliance Agreement dated March 26, 2000 between the Company and ABB Flexible Automation Group Inc.                                                                           
|10.8(6)   | Letter agreement with Sideware Systems Inc. dated November 1, 2000                                                                                                           
|10.9(7)   | Bluetooth Specification Early Adopters Agreement between IBM and the Company dated December 15, 2000                                                                         
|10.10(7)  | Support and Equipment Lease Agreement between Tactel AB and the Company dated December 19, 2000                                                                              
|10.11(7)  | Assignment Agreement between Pacific Centre Leaseholds Ltd., Techwest Management Inc., Sideware Systems Inc. and the Company dated January 1, 2001                           
|10.12(7)  | Mutual Release and Settlement Agreement between Manfred Kurschner, JMF Management Inc, Techwest Management Inc. and the Company dated February 1, 2001                       
|10.13(7)  | Agreement between Axis Communications Inc. and the Company dated January 29, 2001                                                                                            
|10.14(7)  | Agreement for Escrow of Share Certificate & Promissory Note between Edward White and the Company dated February 27, 2001                                                     
|10.15(8)  | Agreement for Escrow of Share Certificate and Promissory Note between Babak Habibi and the Company dated June 21, 2001                                                       
|10.16(9)  | Letter for Resumption of Premises at 102-105 930 W. 1st Street, North Vancouver, June 14, 2001                                                                               
|10.17(9)  | Partial Surrender of Lease for 100-101 A & B 930 W. 1st Street, North Vancouver, June 25, 2001                                                                               
|10.18(9)  | Memorandum of Understanding with Marubeni Corporation                                                                                                                        
|10.19(10) | License Agreement with Marubeni Corporation                                                                                                                                  
|10.20(11) | Certificate of Reverse Stock Split                                                                                                                                           
|11.1      | Computation of net loss per share                                                                                                                                            



(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 for the year ended December 31, 2000.

(8) Exhibit already on file - exhibit to our Form S-1/A registration statement filed July 3, 2001.

(9) Exhibit already on file - exhibit to our Form 10-KSB for the year ended December 31, 2001

(10) Exhibit already on file - exhibit to our Form 8-K filed July 5, 2002.

(11) Exhibit already on file - exhibit to our Form 8-K filed September 9, 2002.

SIGNATURES

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

BRAINTECH, INC.

/s/ Owen L. J. Jones	Owen L. J. Jones
Chief Executive Officer, Director
Dated: November 13, 2002

/s/ Babak Habibi	Babak Habibi
President, Director
Dated: November 13, 2002

/s/ Edward A. White	Edward A. White
Chief Financial Officer (Principal Financial and
Accounting Officer), Director
Dated: November 13, 2002





CERTIFICATIONS





I, Edward A. White, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Braintech, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors:

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



/s/ Edward A. White	Edward A. White
Principal Financial Officer

Dated: November 13, 2002



I, Owen L.J. Jones, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Braintech, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors:

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Owen L. J. Jones	Owen L.J. Jones
Principal Executive Officer
Dated: November 13, 2002