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

                          FORM 10-QSB/A

[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].

Explanatory Note

The purpose of this amendment is to amend the following items of
our Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2000:  Item 1 - Financial Statements and Item 2 -
Management's Discussion and Analysis or Plan of Operation.

This report continues to speak as of May 15, 2001, the date of our
original Form 10-QSB for the quarterly period ended March 31, 2001.
Any items not changed in this amendment shall be as set forth in
our original Form 10-QSB dated May 15, 2001.

<PAGE>

                      PART I-FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS

BRAINTECH, INC.
(A Development Stage Enterprise)

Condensed Consolidated Balance Sheets
(Expressed in United States dollars)

<TABLE>
<CAPTION>

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

ASSETS

Current assets:
   Cash and cash equivalents                        $    812,346       $    899,573
   Short-term investments                                  6,929              6,929
   Accounts receivable less allowance                     29,445             20,140
    of nil (2000 - nil)
   Inventory                                              14,916              3,369
   Due from related companies                              6,149             14,748
   Prepaid expenses                                       13,342             10,121
   --------------------------------------------------------------------------------
                                                         883,127            954,880

Deposit on lease                                           2,297              2,297

Fixed assets                                             209,917            176,895
-----------------------------------------------------------------------------------
                                                    $  1,095,341       $  1,134,072
===================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable and accrued liabilities         $     92,695       $     50,686

Stockholders' equity:
   Common stock:
    Authorized:  200,000,000 shares, with
                 $0.001 par value
    Issued:  53,699,333 shares (2000 - 45,599,333)
    To be issued: nil shares (2000 - 400,000)             53,699             45,599
Additional paid-in capital                             8,907,830          8,595,233
Deficit accumulated prior to the development stage       (58,800)           (58,800)
Deficit accumulated during the development stage      (7,900,083)        (7,499,646)
------------------------------------------------------------------------------------
                                                    $  1,002,646       $  1,083,386
------------------------------------------------------------------------------------
                                                    $  1,095,341       $  1,134,072
====================================================================================
</TABLE>

See accompanying condensed notes to consolidated financial
statements.


                              2
<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Condensed Consolidated Statements of Operations
(Unaudited)
(Expressed in United States dollars)

<TABLE>
<CAPTION>

========================================================================================
                                            Period from
                                           inception on
                                        January 3, 1994
                                           to March 31,     Three months ended March 31,
                                                   2001           2001              2000
========================================================================================
<S>                                     <C>               <C>            <C>

Sales                                       $    197,559    $        -      $     69,886
Cost of sales                                    83,586              -            31,199
========================================================================================

Gross margin                                    113,973              -            38,687

Operating expenses:
   Consulting and contractors                   736,561              -                 -
   Research and development                   2,711,043        118,271           151,027
   Selling, general and administrative        4,948,388        292,183           215,512
   -------------------------------------------------------------------------------------
                                              8,395,992        410,454           366,539
   -------------------------------------------------------------------------------------

Operating loss                               (8,282,019)      (410,454)         (327,852)

Non-operating:
   Interest income                               36,610         10,017                 -
   Loss on settlement of litigation            (100,000)             -                 -
   Gain on settlement of litigation             606,000              -                 -
   Loss on disposal of fixed assets             (26,054)             -                 -
   Write-down of investments                   (100,000)             -                 -
   Write-down of intangible assets              (17,189)             -                 -
   Write-down of organization costs             (17,431)             -                 -
   -------------------------------------------------------------------------------------
                                                381,936         10,017                 -
----------------------------------------------------------------------------------------

Net loss                                    $(7,900,083)    $  (400,437)    $   (327,852)
=========================================================================================

Loss per share information:
   Basic and diluted                        $     (0.30)    $     (0.01)    $      (0.01)
=========================================================================================

Weighted average number of
   common shares outstanding:
     Basic and diluted                       26,362,196      46,162,666       42,653,926
=========================================================================================
</TABLE>

See accompanying condensed notes to consolidated financial
statements.

                              3

<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Condensed Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited)
(Expressed in United States dollars)

<TABLE>
<CAPTION>
=================================================================================================
                                                                           Deficit        Deficit
                                                                       accumulated    accumulated
                                                          Additional  prior to the     during the
                                               Common        paid-in   development    development
                                     Stock      stock        capital         stage          stage
-------------------------------------------------------------------------------------------------
<S>                           <C>          <C>        <C>            <C>           <C>

Balance, January 3, 1994        17,400,000   $17,400    $  1,039,271   $  (58,800)     $        -

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

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

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

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

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

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

Common stock issued for cash
  at $0.20 per share
  (net of share issue costs)     3,976,000     3,976         790,305            -               -
Subscriptions received in cash           -       110          65,890            -               -
Common stock issued for cash
  on subscriptions                 285,000	 285            (285)           -               -
Common stock subscriptions
  received in cash                       -         -         730,000            -               -
Common stock to be issued
  in settlement of legal claim           -         -         100,000            -               -
Net loss                                 -         -               -            -        (508,003)
--------------------------------------------------------------------------------------------------
Balance, December 31, 2000,
  carried forward               45,599,333    45,999        8,596,233      (58,800)   (7,499, 646)

                              4
<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Condensed Consolidated Statements of Stockholders' Equity (Deficit)
(Unaudited)
(Expressed in United States dollars)

=================================================================================================
                                                                           Deficit        Deficit
                                                                       accumulated    accumulated
                                                          Additional  prior to the     during the
                                               Common        paid-in   development    development
                                     Stock      stock        capital         stage          stage
-------------------------------------------------------------------------------------------------


Balance, December 31, 2000,
  brought foward                45,599,333   $ 45,599    $ 8,596,233    $ (58,800)   $ (7,499,646)

Common stock issued for
  promissory note                  666,667        667         99,333            -               -
Less:  Promissory note
  receivable for subscription
  of common shares (note 2)             -           -       (100,000)           -               -
Common stock issued for
  settlement of legal
  claim                            400,000        400           (400)           -               -
Common stock issued for
  cash at $0.15 per share
  (net of share issue
  costs and share
  subscriptions received
  in 2000)                       6,933,333      6,933        293,764            -               -
Shares issued for services
  rendered                         100,000        100         18,900            -               -
Net loss                                 -          -              -            -        (400,437)
--------------------------------------------------------------------------------------------------
Balance, March 31, 2001         53,699,333   $ 53,699    $ 8,907,830    $ (58,800)   $ (7,900,083)
==================================================================================================
</TABLE>

See accompanying condensed notes to consolidated financial statements.

                              5
<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in United States dollars)

<TABLE>
<CAPTION>
===================================================================================================
                                                   Period from
                                                  inception on
                                               January 3, 1994
                                                  to March 31,         Three months ended March 31,
                                                          2001                2001             2000
---------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>             <C>
Cash flows from operating activities:
   Net loss                                    $    (7,900,083)        $  (400,437)    $   (327,852)
   Items not involving cash:
     Amortization                                      163,405              31,333           14,275
     Bad debt                                           75,108                   -                -
     Loss on disposal of fixed assets                   26,054                   -                -
     Write-down of investments                         100,000                   -                -
     Write-down of intangible assets                    17,189                   -                -
     Write-down of organization costs                   17,431                   -                -
     Shares issued for services rendered                19,000              19,000                -
     Shares issued for satisfaction of legal
       claim                                           100,000                   -                -
     Compensatory benefit of employee stock
       options                                       1,129,800                   -                -
     Gain on settlement of lawsuit                    (606,000)                  -                -
   Changes in non-cash operating working capital:
     Inventory                                         (14,916)            (11,547)               -
     Accounts receivable                               (35,720)             (9,305)          (6,700)
     Prepaid expenses                                  (13,342)             (3,221)         (13,958)
     Accounts payable and accrued liabilities           99,657              42,009           (9,685)
     Deferred revenue                                        -                   -          (21,506)
   -------------------------------------------------------------------------------------------------
   Net cash used in operating activities            (6,522,417)           (332,168)        (365,426)

Cash flows from investing activities:
   Deposit on lease                                     (2,297)                  -                -
   Purchase of marketable securities                  (100,000)                  -                -
   Purchase of short-term investments                   (6,929)                  -                -
   Purchase of fixed assets                           (439,823)            (64,355)         (17,443)
   Proceeds from notes receivable                     (130,181)                  -                -
   Proceeds from disposal of real estate               306,752                   -                -
   Proceeds from disposal of fixed assets               41,506                   -                -
   ------------------------------------------------------------------------------------------------
   Net cash used in investing activities              (330,972)            (64,355)         (17,443)

Cash flows from financing activities:
   Notes receivable                                    (44,927)                  -           10,130
   Borrowings from directors and officers                7,304                   -                -
   Due (to) from related companies                     (31,994)              8,599           13,644
   Mortgages payable                                  (207,739)                  -                -
   Subscriptions receivable                                  -                   -           66,000
   Common shares issued, net of issue costs          7,698,979             300,697          792,566
   ------------------------------------------------------------------------------------------------
   Net cash provided by financing activities         7,421,623             309,296          882,340

Increase in cash and cash equivalents                  568,234             (87,227)         499,471

Cash and cash equivalents, beginning of period         244,112             899,573          431,390

Cash and cash equivalents, end of period        $      812,346         $   812,346     $    930,861
===================================================================================================

Supplemental information:
   Cash paid for interest                       $        3,797         $         -     $          -
Non-cash financing activities:
   Shares issued for services rendered                 319,000              19,000                -
   Shares issued for satisfaction of legal claim       100,000                   -                -
   Shares issued for promissory note                   100,000             100,000                -
===================================================================================================

</TABLE>

See accompanying condensed notes to consolidated financial statements.

                              6

<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in United States dollars)

Three months ended March 31, 2001 and 2000
Period from inception on January 3, 1994 to March 31, 2001

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

1.  BASIS OF PRESENTATION:

    The unaudited condensed consolidated financial statements have
    been prepared by Braintech, Inc. ("Braintech") in accordance with
    generally accepted accounting principles in the United States and
    reflect all adjustments (all of which are normal and recurring in
    nature) that, in the opinion of management, are necessary for
    fair presentation of the interim financial information.  The
    results of operations for the interim periods presented are not
    necessarily indicative of the results to be expected for any
    subsequent quarter or for the entire year ending December 31,
    2001. Certain information and footnote disclosures normally
    included in financial statements prepared in accordance with
    generally accepted accounting principles have been condensed or
    omitted. These unaudited condensed consolidated financial
    statements and notes included herein should be read in
    conjunction with Braintech's audited consolidated financial
    statements and notes for the year ended December 31, 2000, as
    filed in its annual report on Form 10-KSB.
    The unaudited condensed consolidated financial statements include
    the accounts of the Company, and its wholly-owned subsidiary
    Brainware Systems Inc., incorporated under the Company Act of
    British Columbia on March 30, 1994.  All material intercompany
    balances and transactions have been eliminated.

2.  PROMISSORY NOTE:

    In conjunction with a private placement completed during the
    first quarter of 2001, Edward White, a director and the Chief
    Financial Officer of the Company, issued a promissory note in the
    amount of $100,000 in payment of 666,667 shares and 333,334 share
    purchase warrants.  This note has been offset against shareholders'
    equity.  Each share purchase warrant entitles the
    holder to purchase one additional share for one year at $0.20
    per share. In accordance with an Agreement for Escrow of Share
    Certificate dated February 27, 2001, the share certificate
    and warrant certificate issued in the name of Mr. White
    will remain in escrow until the Company receives full payment
    of the $100,000 from Mr. White. The amount is due upon demand
    and no interest is payable on this note.

                              7
<PAGE>

BRAINTECH, INC.
(A Development Stage Enterprise)

Condensed Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in United States dollars)

Three months ended March 31, 2001 and 2000
Period from inception on January 3, 1994 to March 31, 2001

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


3.  STOCK OPTIONS:

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

<TABLE>
<CAPTION>
========================================================================
                                                                Weighted
                                           Number                average
                                        of shares         exercise price
------------------------------------------------------------------------
<S>                                  <C>                <C>
Balance, December 31, 2000              4,754,000         $         0.23

Options granted                           400,000                   0.25
Options exercised                               -                      -
Options cancelled/expired                       -                      -
------------------------------------------------------------------------
Balance March 31, 2001 (Unaudited)      5,154,000         $         0.23
========================================================================
</TABLE>

Of those outstanding at March 31, 2000, 2,339,000 are exercisable
(2000 - 2,339,000).


4.  SHARE PURCHASE WARRANTS:

    During the first quarter of 2001, the Company completed a private
    placement of 7,600,000 shares at a price of $0.15 per share.  In
    conjunction with this private placement, the Company issued
    3,800,003 share purchase warrants (each purchaser received one
    share purchase warrant for each two shares purchased).  Each
    share purchase warrant entitles the holder to purchase one
    additional share for one year at $0.20 per share.  The 3,800,003
    share purchase warrants were the only warrants outstanding as at
    March 31, 2001.  There were no cancellations or expirations
    during the period.

5.  COMMITMENTS:

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

<TABLE>
<CAPTION>
==================================================================
<S>                                                 <C>
   2001                                                $    36,575
   2002                                                      6,617
------------------------------------------------------------------
                                                       $    43,192
==================================================================
</TABLE>


                              8
<PAGE>


6.  SUBSEQUENT EVENTS:

    Subsequent to March 31, 2001, the Company granted an additional
    150,000 stock options at an exercise price of $0.25 and 125,000
    stock options were cancelled on termination of employment.  The
    Company's stock option plan specifies that an optionee may
    exercise vested options up to 30 days subsequent to termination.
    However, none of the terminated employee's options had vested and
    therefore none are eligible for exercise.

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

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.

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
-      $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:

                              9

<PAGE>

-      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.

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

                              10
<PAGE>

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.

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.

                              11

<PAGE>
                           SIGNATURES

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

Dated: July 3, 2001                    BrainTech, Inc.

                                       "W. Grant Sutherland"

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