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, 2002
                               --------------

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

             For the transition period from
                                            ----------
                           BRAINTECH, INC.
  (Exact name of small business issuer as specified in its charter)

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


                     930 West 1st Street, Unit #102
                   North Vancouver, British Columbia
                           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 []


<PAGE>

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
62,936,498 Common shares, par value $0.001, as at April 30, 2002.


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, 2002: Page 5 of Exhibit 99.1 - Financial Statements,
Condensed Consolidated Statements of Cash Flows.

This report continues to speak as of May 14, 2002, the date of our
original Form 10-QSB for the quarterly period ended March 31, 2002.
Any items not changed in this amendment shall be as set forth in our
original Form 10-QSB dated May 14, 2002.



                       Index to Exhibits on page 4


<PAGE>




          Exhibit 99.1



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,
                                                          2002                2002             2001
---------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>             <C>
Cash flows from operating activities:
   Net loss                                    $   (10,550,541)        $  (588,365)    $   (400,437)
   Items not involving cash:
     Amortization                                      264,676              19,277           31,333
     Bad debt                                           91,107              15,999                -
     Loss on disposal of fixed assets                   69,022                   -                -
     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               404,000              64,000           19,000
     Shares issued for satisfaction of
      legal claim                                      100,000                   -                -
     Compensatory benefit of employee stock
       options                                       1,131,800                   -                -
   Changes in non-cash operating working
    capital:
     Inventory                                         (44,554)             (9,087)         (11,547)
     Accounts receivable                              (159,474)            (87,259)          (9,305)
     Prepaid expenses                                  (19,560)              8,687           (3,221)
     Deferred cost of sales                            (11,657)             (3,892)               -
     Accounts payable and accrued
      liabilities                                       56,299             (57,833)         (42,009)
     Deferred revenue                                  118,234              85,734                -
   -------------------------------------------------------------------------------------------------
   Net cash used in operating activities            (8,416,028)           (552,739)        (332,168)

Cash flows from investing activities:
   Purchase of marketable securities                  (100,000)                  -                -
   Purchase of fixed assets                           (534,970)             (5,055)         (64,355)
   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              (416,893)             (5,055)         (64,355)

Cash flows from financing activities:
   Notes receivable                                     55,073                   -                -
   Borrowings from directors and officers                7,304                   -                -
   Due (to) from related companies                     (11,626)                  -            8,599
   Mortgages payable                                  (207,739)                  -                -
   Share subscriptions received                        846,478             531,962                -
   Common shares issued, net of issue costs          7,975,367                   -          300,697
   -------------------------------------------------------------------------------------------------
   Net cash provided by financing activities         8,664,857             531,962          309,296
----------------------------------------------------------------------------------------------------
Decrease in cash and cash equivalents                 (168,064)            (25,832)         (87,227)

Cash and cash equivalents, beginning of period         244,112             101,880          899,573
----------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of period        $       76,048         $    76,048     $    812,346
===================================================================================================

Supplemental information:
   Cash paid for interest                       $        3,797         $         -     $          -
Non-cash financing activities:
   Shares issued for services rendered          $      404,000         $    64,000     $          -
   Shares issued for satisfaction of legal
    claim                                       $      500,000         $         -     $          -
   Shares issued for promissory notes           $      200,000         $         -     $          -
===================================================================================================

</TABLE>

See accompanying condensed notes to consolidated financial statements.

                                                                              3

<PAGE>

INDEX TO EXHIBITS

                        EXHIBITS

<TABLE>
<CAPTION>


EXHIBIT
NUMBERS      EXHIBITS
<S>          <C>

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
</TABLE>

                           4
<PAGE>

<TABLE>
<CAPTION>


EXHIBIT
NUMBERS      EXHIBITS
<S>          <C>

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
11.1         Computation of net loss per share

</TABLE>


(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.


                               SIGNATURES

In accordance with Section 13 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 by the following persons
in the capacities and on the dates indicated.


Signature                       Title                        Date



"Owen L.J. Jones"       Chief Executive Officer,           JUNE 18, 2002
-----------------       Director
Owen L.J. Jones         (Principal Executive Officer)



"Babak Habibi"          President and Director             JUNE 18, 2002
---------------------
Babak Habibi



"Edward A. White"       Chief Financial Officer,           JUNE 18, 2002
-----------------       Director
Edward A. White         (Principal Financial and
                         Accounting Officer)

                           5
<PAGE>