U.S. 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 quarter ended April 30, 2001

Commission File No.: 0-27769

Power Interactive Media, Inc.
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(Name of Small Business Issuer in its Charter)

Florida 65-0522144
- ------------------------------------ ----------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)

181 Whitehall Drive
Markham, Ontario, Canada L3R 9T1
- ------------------------------------------ ----------------------
(Address of principal executive offices) (Zip Code)

Issuer's telephone number: (905) 948-9600

N/A
--------------------------
(Former name, address and former fiscal year, if changed since last report)

Securities to be registered under Section 12(b) of the Act:

Title of each class Name of each exchange
on which registered
None None
- ----------------------------------- -----------------------------

Securities to be registered under Section 12(g) of the Act:

Common Stock, $.0001 par value per share
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(Title of class)

Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696
Fax: (561) 659-5371

Indicate by 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
---- ----

As of April 30, 2001, there were 7,945,183 shares of voting stock of the
registrant issued and outstanding. 142,000 shares included in the above figure
have yet to be issued by the Company's transfer agent pending receipt of signed
subscription agreements from the subscribers. Pursuant to an April 15, 2001
meeting of the Board of Directors, an additional 1,140,000 shares have been
authorized to be issued and 420,000 shares are to be canceled and are included
in the above figure, although certificates have yet to be printed by the
Company's transfer agent. Additionally, 22,000 shares not included in the above
figure were committed to for after the period end.

PART I

Item 1. Financial Statements

Power Interactive Media Inc.
(A Development Stage Enterprise)

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

- ---------------------------------------------------------------------------------------------------------------
July 31, April 30,
2000 2001
- ---------------------------------------------------------------------------------------------------------------
(Audited) (Unaudited)

Assets

Current assets:
Investment tax credits receivable $ 33,625 $ 32,445
Inventories 40,965 32,510
Miscellaneous receivable 1,528 974
Prepaid expenses 42,190 649
- ---------------------------------------------------------------------------------------------------------------
Total current assets 118,308 66,578

Property and equipment 479,019 487,096

- ---------------------------------------------------------------------------------------------------------------
Total assets $ 597,327 $ 553,674
- ---------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Deficiency

Current liabilities:
Bank indebtedness $ 46,576 $ 16,768
Accounts payable 120,382 549,833
Accrued liabilities 351,097 153,349
Accrued salaries payable 148,890 -
Accrued financing costs payable 1,012,500 -
Accrued legal expense - 105,000
Loans payable 1,377,942 1,206,305
Due to shareholders 135,272 883,641
Convertible notes 40,350 38,934
- ---------------------------------------------------------------------------------------------------------------
Total current liabilities 3,233,009 2,953,830

Stockholders' deficiency:
Capital stock:
Authorized:
50,000,000 $0.0001 par value common
shares (July 31, 2000 - 50,000,000)
10,000,000 preferred shares
(July 31, 2000 - 10,000,000)
Issued and outstanding:
7,252,584 common shares
(July 31, 2000 - 5,375,083) 538 725
Contributed surplus 9,234,291 17,262,138
Warrants issued - 1,118,200
Deferred stock-based compensation (4,388,125) (4,654,740)
Accumulated other comprehensive income (loss) 12,090 (35,221)
Deficit accumulated during the development stage (7,494,476) (16,091,258)
- ---------------------------------------------------------------------------------------------------------------
Total stockholders' deficiency (2,635,682) (2,400,156)

Going concern
Commitments
Subsequent events

- ---------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' deficiency $ 597,327 $ 553,674
- ---------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated
financial statements.

F-1

Power Interactive Media Inc.
(A Development Stage Enterprise)

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

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Period from
Three months ended Nine months ended inception to
April 30, April 30, April 30,
-------------------------- ----------------------------
2000 2001 2000 2001 2001
- ---------------------------------------------------------------------------------------------------------------

Sales $ - $ 28,908 $ - $ 28,908 $ 28,908

Cost of sales - 52,023 - 52,023 52,023
- ---------------------------------------------------------------------------------------------------------------

Gross loss - (23,115) - (23,115) (23,115)

Expenses:
Sales and marketing 209,094 103,883 656,789 195,599 1,117,495
Research and development - 145,333 9,035 520,712 1,124,018
General and administrative - 812,487 - 5,682,610 9,396,186
- ---------------------------------------------------------------------------------------------------------------
Total expenses 209,094 1,061,703 665,824 6,398,921 11,637,699
- ---------------------------------------------------------------------------------------------------------------

Loss from operations (209,094) (1,084,818) (665,824) (6,422,036) (11,660,814)

Financing costs (income) 521,780 (182,222) 775,173 2,052,858 3,846,023
Interest expense 43,153 37,955 123,942 121,888 584,421
- ---------------------------------------------------------------------------------------------------------------

Loss before provision for income taxes (774,027) (940,551) (1,564,939) (8,596,782) (16,091,258)

Provision for income taxes - - - - -

- ---------------------------------------------------------------------------------------------------------------
Loss for the period $ (774,027) $ (940,551) $ (1,564,939) $ (8,596,782) $ (16,091,258)
- ---------------------------------------------------------------------------------------------------------------

Basic and diluted loss per
common share $ (0.18) $ (0.13) $ (0.45) $ (1.33)
========== ========== ============ ===========

Shares used in computing basic and
diluted loss per common share 4,295,872 7,164,600 3,440,284 6,448,300

- ---------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated
financial statements.

F-2

Power Interactive Media Inc.
(A Development Stage Enterprise)

Condensed Consolidated Statements of Comprehensive Loss
(Expressed in U.S. dollars)
(Unaudited)

Loss for the period $ (774,027) $ (940,551) $ (1,564,939) $ (8,596,782) $ (16,091,258)

Other comprehensive loss (gain):
Currency translation adjustment 18,582 (1,813) (12,531) (47,311) (35,221)

- ---------------------------------------------------------------------------------------------------------------
Comprehensive loss $ (755,445) $ (942,364) $ (1,577,470) $ (8,644,093) $ (16,126,479)
- ---------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated
financial statements.

F-3

Power Interactive Media Inc.
(A Development Stage Enterprise)

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

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Period from
Three months ended Nine months ended inception to
April 30, April 30, April 30,
-------------------------- -----------------------------
2000 2001 2000 2001 2001
- ---------------------------------------------------------------------------------------------------------------

Cash provided by (used in):

Operating activities:
Loss for the period $ (774,027) $ (940,551) $ (1,564,939) $ (8,596,782) $ (16,091,258)
Items not affecting cash:
Amortization 4,123 43,806 9,014 131,390 189,179
Accrued interest on loan
payable - 40,881 - - -
Accretion of interest
on loan payable - - 775,173 - 234,513
Financing costs 521,780 37,200 - 37,200 37,200
Accrued interest - - - 124,814 317,748
Stock-based
compensation
expense - 522,616 - 7,280,924 11,148,532
Change in operating
assets and liabilities:
Investment tax
credits receivable - - - - (33,105)
Inventories 10,533 29,201 (130,672) 6,886 (34,079)
Miscellaneous receivable (84,669) - (82,136) - -
Prepaid expenses
and deposit 3,425 - 13,115 41,525 (2,291)
Accounts payable (212,364) 15,814 47,516 443,031 563,220
Accrued liabilities 80,651 64,077 179,790 (129,476) 223,436
Accrued salaries - (143,666) - (143,666) 6,742
Accrued legal expense - 105,000 - 105,000 105,000
Financing payable - (179,437) - (179,437) 843,380
Due to shareholders (37,157) 385,619 21,111 651,032 800,127
- ---------------------------------------------------------------------------------------------------------------
Net cash flows used in
operating activities (487,705) (19,440) (732,028) (227,559) (1,691,656)

Financing activities:
Issuance of common shares 500,000 52,800 500,000 609,050 1,379,867
Decrease in bank indebtedness (6,747) (18,410) (20,451) (29,808) (35,482)
Loan (repayment) proceeds - - 272,394 (117,817) 1,080,310
Issuance of convertible notes - - 40,859 - 40,761
- ---------------------------------------------------------------------------------------------------------------
Net cash flows from financing
activities 493,253 34,390 792,802 461,425 2,465,456

Investing activities:
Purchase and sale of property
and equipment - 30,454 (51,792) (158,411) (691,424)
- ---------------------------------------------------------------------------------------------------------------
Net cash flows from (used in)
investing activities - 30,454 (51,792) (158,411) (691,424)

Effect of currency translation
of cash balances 1,200 (45,404) (2,234) (75,455) (82,376)

- ---------------------------------------------------------------------------------------------------------------
Increase in cash, being cash,
end of period $ 6,748 $ - $ 6,748 $ - $ -
- ---------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated
financial statements.

F-4

Power Interactive Media Inc.
(A Development Stage Enterprise)

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

- ----------------------------------------------------------------------------------------------------------------
Period from
Three months ended Nine months ended inception to
April 30, April 30, April 30,
-------------------------- --------------------------
2000 2001 2000 2001 2001
- ----------------------------------------------------------------------------------------------------------------

Supplemental disclosure of non-cash
financing and investing activities:
Deferred stock-based
compensation $ - $ 42,000 $ - $ 7,502,236 $ 7,502,236
Shares issued for settlement
of accrued liabilities - - - 97,000 1,109,500
Shares issued as settlement
of loan payable - - - 39,000 54,414

- ----------------------------------------------------------------------------------------------------------------

See accompanying notes to condensed consolidated
financial statements.

F-5

Power Interactive Media Inc.
(A Development Stage Enterprise)

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

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1. Basis of presentation:

The unaudited condensed consolidated financial statements have been
prepared by Power Interactive Media, Inc. (the "Company") and reflect all
adjustments (all of which are normal and recurring in nature) that, in the
opinion of management, are necessary for a 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
the entire year ending July 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 under the Securities and Exchange Commission's rules
and regulations. These unaudited condensed consolidated financial
statements and notes included herein should be read in conjunction with the
Company's audited consolidated financial statements and notes for the year
ended July 31, 2000.

2. Going concern:

The Company is in its development stage. Since its inception, the Company
has incurred significant expenditures on the research, development and
marketing of a kiosk digital imaging system and has a deficit of
$16,091,258 as at April 30, 2001. The Company has not generated significant
revenue and management does not expect to commence generating revenue until
customers are secured and financing can be obtained to fund the manufacture
and distribution of the kiosks. These financial statements have been
prepared on the going concern basis which assumes the realization of assets
and liquidation of liabilities in the normal course of business. The
Company has suffered continuing losses from operations and has a net
capital deficiency that raise substantial doubt about its ability to
continue as a going concern. These unaudited condensed consolidated
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

The continued application of the going concern concept is dependent on the
Company's ability to obtain adequate sources of financing and to achieve a
level of revenues sufficient to support the Company's operations. The
Company is currently attempting to obtain additional financing from its
existing shareholders and other strategic investors to continue its
operations. However, there can be no assurance that the Company will obtain
additional funds from these sources.

F-6

Power Interactive Media Inc.
(A Development Stage Enterprise)

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

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3. Stockholders' deficiency:

(a) During August 2000, the Company issued 20,000 common shares in exchange
for investor consulting services pursuant to a consulting agreement
expiring in February 2001. Financing expenses of $109,200 have been
recorded, representing the difference between the fair value of the common
shares issued and the issue price.

(b) During September 2000, the Company issued 300,000 common shares to
directors of the Company for no consideration and warrants to acquire
200,000 common shares of the Company with an exercise price of $1 per
share. The warrants vest on a quarterly basis commencing May 1, 2001 and
expire during September 2003.

The Company recorded stock-based compensation of $1,995,000, representing
the difference between the fair value of the common shares and the issue
price. The Company recorded deferred stock-based compensation of $1,110,000
for the warrants granted, representing the difference between the fair
value of the common shares and the issue price.

During April 2001, a board resolution was passed authorizing the
cancellation of these 300,000 common shares to be replaced by the issuance
of warrants to acquare 300,000 common shares of the company with an
exercise price of $0.25 per share. The warrants vest over a 3 year period
and expire during April 2004. (See note 3(i) for details of stock
compensation cost.)

(c) During September 2000, two senior officers and shareholders of the
Company were awarded 120,000 common shares of the Company for services
provided in securing contracts for the Company. The Company recorded
stock-based compensation of $798,000, representing the difference between
the fair value of the common shares and the issue price.

During April 2001, a board resoution was passed authorizing the
cancellation of these 120,000 common shares to be replaced by the issuance
of warrants to acquire 300,00 common shares of the Company with an exercise
price of $0.25 per share. The warrants vest over a 3 year period and expire
during April 2004. (See note 3(i) for details of stock compensation cost.)

(d) During October 2000, the Company issued 225,000 common shares as
settlement for amounts due of $1,025,500 to a former supplier.

(e) During the quarter ended October 31, 2000, the Company issued 88,600
common shares at $2.50 per share for proceeds of $221,500.

F-7

Power Interactive Media Inc.
(A Development Stage Enterprise)

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

- --------------------------------------------------------------------------------

3. Stockholders' deficiency (continued):

(f) Stock compensation plan:

During October 2000, the Company's stock compensation plan (the "Plan") was
established for the benefit of the employees and certain consultants of the
Company. The maximum number of common shares which may be set aside for
issuance under the Plan is 700,000 shares, provided that the Board of
Directors of the Company has the right, from time to time, to increase such
number subject to the approval of the shareholders of the Company when
required by law or regulatory authority.

As at January 31, 2001, the Company issued 200,000 warrants (note
3(b)) and no options under this Plan.

(g) On November 21, 2000, the Company issued 580,000 restricted common
shares to consultants as consideration for legal and consulting services
provided to the Company and as settlement of an accrued liability of
$66,000. The Company has recorded stock-based compensation in the amount of
$2,136,000, representing the difference between the fair value of the
common shares and the accrued liability.

(h) During November 2000, the Company negotiated an agreement to obtain
financing services for a three-month period ended February 15, 2001. Under
the agreement, the Company was due to issue 40,882 common shares and,
accordingly, the Company recorded stock-based compensation of $184,000
representing the difference between the fair value of the common shares and
the nil issue price. The amount was recorded as financing costs and as
accrued financing costs payable in the financial statements for the quarter
ended January 31, 2001. The agreement was not signed and, accordingly, the
liability of $184,000 has been reversed in the quarter ended April 30,
2001.

(i)It is the Company's intention to file a Registration Statement with the
Securities and Exchange Commission in connection with the registration of
2,500,000 shares of the Company' stock to be sould pursuant to the
Company's Year 2001 Employee/Consultant Stock Compensation Plan.

On April 15, 2001, pursuant to the filing of the Registration Statement,
the Boad approved the issuance of 1,140,000 common shares as follows:

740,000 shares are to be issued to employees for no consideration. the
Company recorded stock-based compensation of $214,600, representing the
difference between the fair value of the common shares and the
consideration to be received.

300,000 shares are to be issued in settlement for amounts due of $105,000.
To date, these shares have not been issued, and accordingly, the value of
the accrual has been maintained in the financial statements.

100,000 shares are to be issued as settlement for investor relations
services received. The Company has recorded stock-based compensation of
$29,000, representing the difference between the fair value of the common
shares and the consideration to be received.

On April 15, 2001, the Board also approved the issuance of warrants to
acquire 1,055,000 common shares at an exercise price of $0.25 per share.
The warrants vest over a 3 year period and expire during April 2004,
resulting in deferred stock-based compensation of $42,000.

(j) During April 2001, the Company entered into a contract with a financial
advisor whereby a portion of the fee was paid by the issuance of 10,000
common shares and 50,000 warrants to purchase common stock with an exercise
price of $0.50 per share. The 10,000 shares were issued at $0.40 per share,
which reflects market value at that time. The issuance of the warrants
resulted in stock-based compensation costs for $8,2000.

(k) During the quarter ended April 30, 2001, the Company issued 132,000
common shares at $0.40 per share for proceeds of $52,800.

F-8

Power Interactive Media Inc.
(A Development Stage Enterprise)

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

- --------------------------------------------------------------------------------

4. Recent account pronouncements:

In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities"
("SFAS No. 133"). SFAS No. 133 establishes accounting and reporting
standards requiring that every derivative instrument be recorded in the
balance sheet as either an asset or liability measured at its fair value.
SFAS No. 133, as recently amended, is effective for the fiscal year ending
July 31, 2001. Management believes the adoption of SFAS No. 133 will not
have a material effect on the Company's financial position or results of
operations.

The Securities and Exchange Commission issued Staff Accounting Bulletin No.
101, "Revenue Recognition in Financial Statements" ("SAB 101"), on December
3. 1999. SAB 101 provides additional guidance on the application of
existing generally accepted accounting principles to revenue recognition in
financial statements. The Company does not expect the guidance of SAB 101
to have a material effect on its financial statements.

The Financial Accounting Standards Board issued Interpretation No. 44,
Accounting for Certain Transactions Involving Stock Compensation ("FIN No.
44"), in March 2000. This interpretation clarifies the application of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," with respect to certain issues in accounting for employee stock
compensation and is generally effective as of July 1, 2000. The Company
does not expect FIN 44 to have a material effect on its financial
statements.

F-9

Item 2. Management's Discussion and Analysis

General

Power Interactive Media, Inc. f/k/a Power Kiosks, Inc. f/k/a Alternate
Achievements, Inc. f/k/a Global Corporate Quality, Inc., a Florida corporation
of which Power Photo Kiosks, Inc., a Canadian corporation ("PPK") is a
wholly-owned subsidiary (collectively the "Company") relied upon Section 4(2) of
the Securities Act of 1933, as amended (the "Act") and Rule 506 of Regulation D
promulgated thereunder ("Rule 506") for several transactions regarding the
issuance of its unregistered securities. In each instance, such reliance was
based upon the fact that (i) the issuance of the shares did not involve a public
offering, (ii) there were no more than thirty-five (35) investors (excluding
"accredited investors"), (iii) each investor who was not an accredited investor
either alone or with his purchaser representative(s) has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of the prospective investment, or the issuer reasonably
believes immediately prior to making any sale that such purchaser comes within
this description, (iv) the offers and sales were made in compliance with Rules
501 and 502, (v) the securities were subject to Rule 144 limitations on resale
and (vi) each of the parties was a sophisticated purchaser and had full access
to the information on the Company necessary to make an informed investment
decision by virtue of the due diligence conducted by the purchaser or available
to the purchaser prior to the transaction (the "506 Exemption").

In March 2001, the Company changed its name to Power Interactive Media,
Inc. Management believed that its old name limited people's perception of the
Company to a kiosk designer and distributor. The new name better reflects the
Company's desire to be a full service interactive media provider.

In March 2001, PPK engaged the firm of Peyser Associates, Incorporated
("PAI") to provide government relations services to PPK. The term of the
contract is for a period of one (1) year beginning April 1, 2001. For such
services, PPK is obligated to pay a monthly retainer in the amount of $6,500 in
addition to a fee of ten percent (10%) of the value of any contract consummated
in whole or in part through the efforts of PAI. PAI is also entitled to a fee of
three percent (3%) of the total dollar amount relating to the development and
construction of a manufacturing facility in Bibb Co., GA. PPK is further
obligated to issue a percentage of its stock to PAI to be agreed upon in the
future.

In March 2001, Ronald Terry Cooke, the Company's current Chairman and
President loaned the Company $90,000. The loan is not evidenced by a note, bears
no interest and is payable on demand.

In April 2001, the Company, at a meeting of the Board of Directors,
approved the issuance of warrants to purchase 40,000, 200,000, 250,000, 250,000,
200,000, 100,000 and 15,000 shares of the Company's common stock exercisable at
a price of $0.25 per share for a period of three (3) years to Evelyn Armstrong,
Jeff Baun, Allan Turowetz the Company's current Vice President and Director,
Ronald Terry Cooke the Company's current President and Chairman, Jean Beliveau a
current Director of the Company, June Nichols-Sweeney a current Director of the
Company and

Greg Woodall respectively pursuant to a Registration Statement on Form S-8 to be
filed by the Company.

The Company also approved the issuance of 100,000, 700,000, 40,000 and
300,000 shares of the Company's common stock to be issued to Robert Delvecchio,
Noreen Wilson, Dmitry Ivanov and Donald Mintmire respectively pursuant to the
same S-8 Registration Statement.

The Board also approved the cancellation of 60,000, 200,000, 100,000 and
60,000 shares of the Company's common stock previously issued to Ronald Terry
Cooke the Company's current President and Chairman, Jean Beliveau a current
Director of the Company, June Nichols-Sweeney a current Director of the Company
and Allan Turowetz the Company's current Vice President and Director
respectively.

The Board also rescinded a $75,000 bonus previously awarded to Allan
Turowetz and a $75,000 bonus awarded to Ronald Terry Cooke.

In April 2001, the Company entered into a partnership agreement with Child
Watch of North America for the purpose of displaying pictures of missing
children to the public on the Company's kiosk machines as well as to promote
Child Watch of North America fundraising programs.

In April 2001, the Company engaged the services of Business Strategies
Group LLC ("BSG") as an advisor to the Company for transactional, strategic and
capital raising activities. The agreement is for a period of one (1) year
commencing March 19, 2001. For their services, BSG is to receive 10,000 shares
of the Company's common stock, warrants to purchase an additional 50,000 shares
at an exercise price of $0.50 per share. Upon completion of a financing
transaction of at least $4,000,000, BSG is to receive warrants to purchase
160,000 shares of the Company's common stock at an exercise price of $2.50 per
share. All warrants to be issued expire in two (2) years. Additionally, BSG is
to receive a cash fee of four percent (4%) of all money raised from BSG sources
and a stock fee of three percent (3%). BSG is also to receive Company stock in
connection with the placement of either conventional photo kiosks or baby
kiosks, a percentage of gross picture revenues and an advertising commission
payable in cash.

In April 2001, the Macon-Bibb County Authority (the "Authority") set forth
proposed financing terms for the planned building of a Company manufacturing
facility in Macon, Georgia. The Authority will lend up to ten million dollars
($10,000,000) to the Company in the form of revenue bonds for the project. The
project is to be planned, designed and constructed during the years 2001 and
2002, with completion scheduled for December 2002. During the term in which the
revenue bonds are outstanding, the Authority will hold fee simple title to all
of the elements of the project which are acquired with bond proceeds and lease
the same to the Company.

During this fiscal quarter, the Company sold 132,000 shares of its common
stock to eight (8) investors for a total of $52,800. Since the end of the fiscal
quarter, the Company has sold an additional 10,000 shares for $4,000 to one (1)
investor. For such offering, the Company relied upon the 506 Exemption. No state
exemption was necessary because all purchases were made by Canadian residents.

In June 2001, the Company entered into an agreement with Online Research
Partners, LLC ("ORP LLC") which terminated an earlier contract dated January 18,
2001 between the parties. To induce ORP LLC to terminate the contract, the
Company committed to issue 12,000 shares of its unrestricted common stock and
warrants to purchase an additional 50,000 shares of the Company's common stock
at a price of $2.00 per share. For such offering, the Company relied on Section
4(2) of the Act and Rule 506. The Company failed to file an M-11 with the state
of New York as of the date of this filing.

Discussion and Analysis

The Company, Power Interactive Media, Inc. is a Florida chartered
corporation which conducts business from its headquarters in Markham, Ontario,
Canada. The Company was incorporated in September 1994, as Global Corporate
Quality, Inc. changed its name to Alternate Achievements, Inc. in October 1999,
to Power Kiosks, Inc. in February 2000 and to Power Interactive Media, Inc in
March 2001.

The Company is a provider of a network-based, digital imaging kiosk system
that delivers a range of retail consumer products. The kiosk system is enabled
by leading-edge technology in the areas of digital imaging software, delivery
hardware and e-commerce network capabilities.

Each kiosk operates as a fully-functional, stand-alone business unit. When
linked electronically, the kiosks function as a broadcast network that delivers
national and site-specific advertising and marketing programs to any geographic
delivery area.

As part of the ongoing product improvement process, in December 1999, PPK
signed a teaming agreement with Sybase to develop a retail kiosk delivery system
in an attempt to create an interactive "smart" digital kiosk network. The
Company hopes that the result will allow the Company to deliver a broader range
of consumer-based kiosk products and will form the basis of an electronic
network capable of delivering national and site-specific advertising marketing
programs. Sybase is also working with the Company to rewrite the operating
software with a view to enhancing the usability for the consumer while at the
same time making the connection between the kiosk operating system and the
network software seamless.

The ability of the Company to continue as a going concern is dependent upon
increasing sales and obtaining additional capital and financing. The Company is
currently seeking financing to allow it to continue its planned operations.

The financial statements have been prepared on the going concern basis
which assumes the realization of assets and liquidation of liabilities in the
normal course of business. The unaudited condensed consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. The continued application of the going concern concept is
dependent on the Company's ability to obtain adequate sources of financing and
to achieve a level of revenues sufficient to support the Company's operations.

Results of Operations - For the Three Months Ending April 30, 2000 and
April 30, 2001

Financial Condition, Capital Resources and Liquidity

For the 3rd quarter ended April 30, 2000 and 2001 the Company recorded
revenues of $0 and $28,908 and cost of sales of $0 and $52,023. For the 3rd
quarter ended April 30, 2000 and 2001 the Company had general and administrative
expenses of $0 and $812,487. This increase of $812,487 was due to primarily to
ongoing development cost and software completion.

For the 3rd quarter ended April 30, 2000 and 2001, the Company had on a
consolidated unaudited basis total operating expenses of $209,094 and $1,061,703
This increase of $852,609 was due primarily to the increase in general and
administrative expenses outlined above, but also to an increase in research and
development expenses of $145,333.

Net Losses

For the 3rd quarter ended April 30, 2000 and 2001, the Company reported a
net loss from operations of $209,094 and $1,084,818 respectively. The increase
in loss is due to increased expenses without matching increases in profits.

The Company is currently attempting to obtain additional financing from its
existing shareholders and other strategic investors to continue its operations.
However, there can be no assurance that the Company will obtain additional funds
from these sources.

Employees

At April 30, 2001, the Company employed eleven (11) persons. None of these
employees are represented by a labor union for purposes of collective
bargaining. The Company considers its relations with its employees to be
excellent. The Company plans to employ additional personnel as needed upon
product rollout to accommodate its needs.

Research and Development Plans

The Company believes that research and development is an important factor
in its future growth. The kiosk industry is closely linked to technological
advances, which produce a broader range of kiosk products, enhance the usability
and experience for the consumer and also enable the provider to monitor use
patterns and data through a more sophisticated network of information.
Therefore, the Company must continually invest in ongoing research to appeal to
the public and to effectively compete with other companies in the industry. No
assurance can be made that the

Company will have sufficient funds to compete. Additionally, due to the rapid
advance rate at which technology advances, the Company's equipment and inventory
may be outdated quickly, preventing or impeding the Company from realizing its
full potential profits.

Forward-Looking Statements

This Form 10-QSB includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances. However, whether actual results
or developments will conform with the Company's expectations and predictions is
subject to a number of risks and uncertainties, general economic market and
business conditions; the business opportunities (or lack thereof) that may be
presented to and pursued by the Company; changes in laws or regulation; and
other factors, most of which are beyond the control of the Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequence to
or effects on the Company or its business or operations.

PART II

Item 1. Legal Proceedings.

The Company knows of no legal proceedings to which it is a party or to
which any of its property is the subject which are pending, threatened or
contemplated or any unsatisfied judgments against the Company.

Item 2.Changes in Securities and Use of Proceeds

None

Item 3.Defaults in Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted during the quarter ending April 30, 2001, covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B,
as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit No. Exhibit Name
- -------------- ---------------------

3(i).1 [1] Articles of Incorporation filed September 9, 1994.

3(i).2 [1] Articles of Amendment filed October 1, 1999.

3(i).3 [3] Articles of Amendment filed March 2, 2000.

3(i).4 [11] Articles of Amendment filed March 1, 2001.

3(ii).1 [1] By-laws.

4.1 [2] Share Exchange Agreement between the Company, Power Photo Kiosks, Inc. and the
shareholders of Power Photo Kiosks, Inc. dated February 23, 2000.

4.2 [5] Loan Agreement between Power Photo Kiosks, Inc. and MLIC Holdings, Inc. dated
May 1999.

4.3 [5] Loan Extension between Power Photo Kiosks, Inc. and MLIC Holdings, Inc. dated
July 1999.

4.4 [5] Loan Extension between Power Photo Kiosks, Inc. and MLIC Holdings, Inc. dated
September 1999.

4.5 [5] Common Stock Purchase Agreement with Thomson Kernaghan & Co., Ltd., as Agent
dated February 2000.

4.6 [9] Promissory Note by the Company in favor of Thomson Kernaghan & Co., Ltd. dated
June 5, 2000.

4.7 [9] Promissory Note by the Company in favor of Thomson Kernaghan & Co., Ltd. dated
October 26, 2000.

5.1 [6] Opinion of Mintmire & Associates.

5.2 [8] Opinion of Mintmire & Associates.

10.1 [5] Revised Licensing Agreement between Power Photo Enterprises, Inc. and Licensing
Resource Group, Inc. dated October 1998.

10.2 [5] Licensing Agreement between Power Photo Enterprises, Inc. and Titan Sports, Inc.
dated October 1998.

10.3 [5] Master Merchandising License Agreement between Power Photo Kiosks, Inc. and
Universal Studios Licensing, Inc. dated September 1999.

10.4 [5] Teaming Agreement between Power Photo Kiosks, Inc., Sybase Canada Limited,
Advanced Kiosk Services, Inc. and Integrated Kiosks, Inc. dated November 1999.

10.5 [5] License Agreement between Power Photo Kiosks, Inc. and The Ohio State University
dated February 2000.

10.6 [5] Manufacturing Agreement between Power Photo Kiosks, Inc. and Integrated Kiosk,
Inc. dated May 1999.

10.7 [6] Power Kiosks, Inc. Year 2000 Consultant Stock Compensation Plan

10.8 [8] Power Kiosks, Inc. Year 2000 Supplemental Employee/Consultant Stock
Compensation Plan.

10.9 [9] Lease Agreement between Team Power Enterprises, Inc. and Bruce N. Huntley
Contracting Limited, dated July 1, 1998.

10.10 [9] Financial Consulting and Services Agreement between the Company and Discovery
Enterprises, Inc. d/b/a Discovery Financial, Inc. dated August 23, 2000.

10.11 [9] Teaming Agreement between Power Photo Kiosks, Inc. and Mattel Canada, Inc. dated
September 18, 2000.

10.12 [9] Co-Marketing and Sponsorship Agreement between the Company, PACEL Corp. and
Child Watch of North America dated October 11, 2000.

10.13 [9] Letter of Intent between Power Photo Kiosks, Inc. and Groome Capital. Com, Inc.
dated October 12, 2000.

10.14 [9] Employment Agreement between Power Kiosks, Inc. and Ronald Terry Cooke, dated
July 2000.

10.15 [9] Employment Agreement between Power Kiosks, Inc. and Allan Turowetz, dated July
2000.

10.16 [10] Common Stock Purchase Agreement between the Company and EIG Capital
Investments, Ltd. dated November 9, 2000.

10.17 [10] Registration Rights Agreement between the Company and EIG Capital Investments,
Ltd. dated November 9, 2000.

10.18 [10] Purchaser's Warrant in the name of EIG Capital Investments, Ltd. dated November
9, 2000.

10.19 [10] Agent's Warrant in the name of EIG Capital Management, Ltd. dated November 9,
2000.

10.20 [10] Conversion of Note by the Company in favor of Thomson Kernaghan & Co., Ltd. in
the principal amount of $250,000 dated June 5, 2000.

10.21 [11] Consulting Services Agreement between the Company and World of Internet.com AG
dated November 15, 2000.

10.22 [11] Installation Agreement between Power Photo Kiosks, Inc. and Clark Memorial
Hospital dated January 15, 2001.

10.23 [11] Letter of Intent between Power Photo Kiosks, Inc., Playtime Entertainment, Inc. and
KRI Canada Ltd. dated November 21, 2000.

10.24 * Letter of Engagement between Power Photo Kiosks, Inc. and Peyser Associates
Incorporated dated March 26, 2001.

10.25 * Partnership Agreement between the Company and Child Watch of
North America dated April 4, 2001.

10.26 * Engagement Letter of Business Strategies Group by the Company dated April 30,
2001.

10.27 * Macon-Bibb County Industrial Authority Financing Proposal dated April 18, 2001.

16.1 [4] Letter on change of certifying accountant.

16.2 [4] Letter dated May 1, 2000 from Dorra Shaw & Dugan.

23.1 [6] Consent of KPMG, LLP.

23.2 [6] Consent of Mintmire & Associates (contained in the opinion filed as Exhibit 5.1)

23.3 [8] Consent of KPMG, LLP.

23.4 [8] Consent of Mintmire & Associates (contained in the opinion filed as Exhibit 5.2).

99.1 [4] Board Resolution dated May 1, 2000 authorizing change in fiscal year of the
Company to July 31.

99.2 [7] The accountant's statement required by Rule 12b-25(c)
- ------------------------------------------------

[1] Previously filed with the Company's registration on Form 10SB.

[2] Previously filed with the Company's report on Form 8K filed March 9, 2000.

[3] Previously filed with the Company's report on Form 10QSB for the period
ending February 29, 2000.

[4] Previously filed with the Company's report on Form 8KA1 filed May 2, 2000.

[5] Previously filed with the Company's report on Form 10QSB for the period
ending April 30, 2000.

[6] Previously filed with the Company's Registration Statement on Form S-8
filed August 2, 2000.

[7] Previously filed with the Company's 12b-25 NT filed on October 30, 2000.

[8] Previously filed with the Company's Registration Statement on Form S-8
filed November 1, 2000.

[9] Previously filed with the Company's Annual Report on Form 10KSB filed
November 14, 2000.

[10] Previously filed with the Company's Quarterly Report on Form 10QSB filed
December 15, 2000.

[11] Previously filed with the Company's Quarterly Report on Form 10QSB filed
March 26, 2001.

* Filed herewith.

* The Company filed a report on Form 8K on March 9, 2000 in connection with
the Company's acquisition of Power Photo Kiosks, Inc., a Canadian
corporation.

* The Company filed a report on Form 8KA1 on May 2, 2000 dismissing Dorra
Shaw & Dugan and retaining KPMG, LLP as its auditors. Additionally, the
Company changed its fiscal year to July 31.

* The Company filed a report on Form 8KA2 on May 8, 2000 with the required
financial statements pursuant to its first report on Form 8K dated March 9,
2000.

* The Company filed a report on Form 8KA3 on October 31, 2000 for the purpose
of providing adjusted financial statements and pro forma financial
information for Power Photo Kiosks, Inc., a Canadian corporation, as
required by Item 7 of Form 8-K.

SIGNATURES

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

Power Interactive Media, Inc.
(Registrant)

June 18, 2001 /s/ Ronald Terry Cooke
---------------------------------
Ronald Terry Cooke
Chairman and President

/s/ Allan Turowetz
---------------------------------
Allan Turowetz
Vice President and Director

/s/ Jean Arthur Beliveau
----------------------------------
Jean Arthur Beliveau
Director

/s/ June Nichols Sweeney
-----------------------------------
June Nichols Sweeney
Director