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 October 31, 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, former 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, $0.0001 par value per share
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(Title of class)

Copies of Communications Sent to:
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 October 31, 2001, there were 7,470,183 shares of oting stock of the
registrant issued and outstanding.

PART I

Item 1. Financial Statements

Power INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

Consolidated Balance Sheets
(In U.S. dollars)

October 31, 2001 and July 31, 2001

- ------------------------------------------------------------------------------------------------------------
July 31, October 31,
2001 2001
- ------------------------------------------------------------------------------------------------------------
(Audited) (Unaudited)

Assets

Current assets:
Investment tax credits receivable $ 12,888 $ -
Inventories 1,882 5,650
Miscellaneous receivable 981 952
Prepaid expenses 1,962 3,170
- ------------------------------------------------------------------------------------------------------------
Total current assets 17,713 9,772

Property and equipment 386,593 337,011

- ------------------------------------------------------------------------------------------------------------
Total assets $ 404,306 $ 346,783
- ------------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' Deficiency

Current liabilities:
Bank indebtedness $ 37,402 $ 35,346
Accounts payable 827,747 877,097
Accrued liabilities 400,067 515,103
Loans payable 1,516,796 1,641,287
Due to shareholders 742,095 813,470
Convertible notes 39,234 38,040
- ------------------------------------------------------------------------------------------------------------
Total current liabilities 3,563,341 3,920,343

Stockholders' deficiency:
Capital stock:
Authorized:
50,000,000 - $0.0001 par value common shares
(July 31, 2001 - 50,000,000)
10,000,000 preferred shares (July 31, 2001 - 10,000,000)
Issued and outstanding:
7,557,084 common shares (July 31, 2001 - 7,466,584) 746 775
Contributed surplus 17,419,609 17,463,828
Warrants issued 1,170,200 1,237,700
Deferred stock-based compensation (4,335,792) (4,016,667)
Accumulated other comprehensive income (loss) (85,754) 428
Deficit accumulated during the development stage (17,328,044) (18,259,624)
- ------------------------------------------------------------------------------------------------------------
Total stockholders' deficiency (3,159,035) (3,573,560)

- ------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' deficiency $ 404,306 $ 346,783
- ------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

F-1

Power INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

Unaudited Consolidated Statements of Operations
(In U.S. dollars)

- -------------------------------------------------------------------------------------------------------------------
Three months ended Period from
October 31, inception to
----------------------------------- October 31,
2000 2001 2001
- -------------------------------------------------------------------------------------------------------------------

Sales $ - $ 7,555 $ 42,966

Cost of sales - 3,693 60,146
- -------------------------------------------------------------------------------------------------------------------

Gross income (loss) - 3,862 (17,180)

Expenses:
Sales and marketing $ 75,462 $ 120,541 $ 1,433,798
Research and development 146,707 21,801 1,223,915
General and administrative 3,329,287 717,647 11,086,950
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Total expenses 3,551,456 859,989 13,744,663
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Loss from operations (3,551,456) (856,127) (13,761,843)

Financing costs - 25,000 3,821,763

Interest expense 48,310 50,453 676,018
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Loss before income taxes (3,599,766) (931,580) (18,259,624)

Income taxes - - -

- -------------------------------------------------------------------------------------------------------------------
Loss for the period $ (3,599,766) $ (931,580) $ (18,259,624)
- -------------------------------------------------------------------------------------------------------------------

Basic and diluted loss per common share $ 0.65 $ 0.12

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Shares used in computing basic and
diluted loss per common share 5,549,500 7,547,000

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See accompanying notes to consolidated financial statements.

F-2

Power INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

Unaudited Consolidated Statements of Comprehensive Loss
(In U.S. dollars)

Loss for the period $ (3,599,766) $ (931,580) $ (18,259,624)

Other comprehensive loss:
Currency translation adjustment 40,815 86,182 428

- -------------------------------------------------------------------------------------------------------------------
Comprehensive loss $ (3,558,951) $ (845,398) $ (18,259,196)
- -------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.

F-3

POWER INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

Unaudited Consolidated Statements of Cash Flows
(In U.S. dollars)

Cash provided by (used in):

Operating activities:
Loss for the period $ (3,599,766) $ (931,580) $ (18,259,624)
Item not affecting cash:
Amortization 43,847 65,791 399,020
Accretion of interest on loan payable - - 234,513
Stock-based compensation expense 3,006,891 406,299 11,704,894
Accrued interest on loan payable - 50,452 406,418
Change in operating assets and liabilities:
Accounts receivable - - 26,961
Investment tax credits receivable - 12,656 -
Inventories (5,275) (3,874) (328,737)
Miscellaneous receivable - - (25,729)
Prepaid expenses 41,352 (1,284) (4,804)
Accounts payable 41,907 75,495 903,049
Accrued liabilities 160,519 128,838 532,238
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Net cash flows used in operating activities (310,525) (197,207) (4,411,801)

Financing activities:
Accrued financing costs - - 1,047,817
Issuance of common shares, net of issue costs 221,500 9,225 1,543,584
Increase (decrease) in bank indebtedness 79,147 (2,056) (16,904)
Proceeds from loans payable 32,821 215,000 1,350,412
Issuance of convertible notes - - 40,761
Due to shareholders 87,566 - 796,188
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Net cash provided by financing activities 421,034 222,169 4,761,858

Investing activities:
Purchase of property and equipment (139,707) (27,490) (433,304)
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Cash flows used in investing activities (139,707) (27,490) (433,304)

Effect of currency translation of cash balances 29,198 2,528 83,247

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

See accompanying notes to consolidated financial statements.

F-4

POWER INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements
(In U.S. dollars)

Three months ended October 31, 2001

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

1. Basis of presentation:

The 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, 2002. 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 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, 2001.

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
$18,259,624 as at October 31, 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 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 revenue 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-5

POWER INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements
(In U.S. dollars)

Three months ended October 31, 2001

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3. Loans payable:

During the quarter ended October 31, 2001, the Company received a loan of
$160,000 from a director of the Company. The loan bears interest at 6.25%
and entitles the director to receive a finance fee of 50,000 common shares
of the Company prior to November 30, 2001. The loan is secured by ten of
the Company's Digital photo kiosks. The loan and accrued interest are to be
repaid from the proceeds of a potential financing of the Company which has
not been finalized. During the quarter ended October 31, 2001, the Company
recorded stock-based compensation of $25,000 representing the fair value of
the 50,000 common shares.

During the quarter ended October 31, 2001, the Company received a loan in
the amount of $55,000 from a third party. The loan is unsecured,
non-interest bearing and is to be repaid from the proceeds of a potential
financing of the Company which has not been finalized. The third party is
acting as a consultant to the Company for this potential financing

4. Shareholder deficiency:

During the quarter ended October 31, 2001, the Company negotiated an
agreement to obtain consulting services for the period ending December 31,
2001. Under the agreement, the Company will provide warrants to acquire
270,000 common shares of the Company at an exercise price of $0.25 per
share. The Company recorded stock-based compensation of $67,500
representing the fair value of the warrants.

5. Subsequent event:

Subsequent to October 31, 2001, a senior officer of the Company transferred
title to 200,000 common stock of the Company owned by him to a lender of
the Company in satisfaction of the indebtedness. The Company reimbursed the
senior officer by issuing him 300,000 restricted common stock of the
Company.

F-6

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 October 2001, the Company filed a Registration Statement on Form S-8 for
its Year 2001 Supplemental Employee/Consultant Stock Compensation Plan. Since
that time, 20,000 shares of the Company's common stock have been issued to the
Company's transfer agent.

Since February 2000, the Company has raised a total of $876,912.27 from
private sales of its restricted common stock to fifty (50) investors. For such
offering, the Company relied upon the 506 Exemption, Section 517.061(11) of the
Florida Code, Section 10-5-9 of the Georgia Code, Section 49:3-50(b)(9) of the
New Jersey Code and Section 201 of the Pennsylvania Code.

The facts relied upon to make the Florida exemption available include the
following: (i) sales of the shares of common stock were not made to more than
thirty-five (35) persons; (ii) neither the offer nor the sale of any of the
shares was accomplished by the publication of any advertisement; (iii) all
purchasers either had a preexisting personal or business relationship with one
or more of the executive officers of the Company or, by reason of their business
or financial experience, could be reasonably assumed to have the capacity to
protect their own interests in connection with the transaction; (iv) each
purchaser represented that he was purchasing for his own account and not with a
view to or for sale in connection with any distribution of the shares; and (v)
prior to sale, each purchaser had reasonable access to or was furnished all
material books and records of the Company, all material contracts and documents
relating to the proposed transaction, and had an opportunity to question the
executive officers of the Company. Pursuant to Rule 3E-500.005, in offerings
made under Section 517.061(11) of the Florida Statutes, an offering memorandum
is not required; however each purchaser (or his representative) must be provided
with or given reasonable access to full and fair disclosure of material
information. An issuer is deemed to be satisfied if such purchaser or his
representative has been given access to all material books and records of the
issuer; all material contracts and documents relating to the proposed
transaction; and an opportunity to question the appropriate executive officer.

The facts relied upon to make the Georgia Exemption available include the
following: (i) the aggregate number of persons purchasing the Company's stock
during the twelve (12) month period

ending on the date of issuance did not exceed fifteen (15) persons; (ii) neither
the offer nor the sale of any of the shares was accomplished by a public
solicitation or advertisement; (iii) each certificate contains a legend stating
"These securities have been issued or sold in reliance of paragraph (13) of Code
Section 10-5-9 of the Georgia Securities Act of 1973 and may not be sold or
transferred except in a transaction which is exempt under such act or pursuant
to an effective registration under such act"; and (iv) each purchaser executed a
statement to the effect that the securities purchased have been purchased for
investment purposes. Offerings made pursuant to this section of the Georgia
Securities Act have no requirement for an offering memorandum or disclosure
document.

The facts relied upon to make the New Jersey Exemption available include
the following: (i) the sale was to not more than ten (10) persons during any
period of twelve (12) consecutive months; (ii) the Company reasonably believed
that all buyers purchased for investment; (iii) no commission or other
remuneration was paid for soliciting any prospective buyer; and (iv) the sale
was not offered or sold by general solicitation or any general advertisement.

The facts relied upon to make the Pennsylvania Exemption available include
the following: (i) the Company filed a completed SEC Form D with the
Pennsylvania Securities Commission, Division of Corporate Finance; (ii) the Form
was filed not later than fifteen (15) days after the first sale; and (iii) the
Company paid an appropriate filing fee.

In June 2001, the Company borrowed $100,000 from Winburn E. Stewart, Jr. to
be repaid in sixty (60) days. Ronald Terry Cooke, the Company's current Chairman
and President secured the indebtedness with 200,000 shares of the Company's
restricted common stock owned by him personally.

In December 2001, Mr. Stewart foreclosed on the pledged collateral and
titled the 200,000 shares pledged by Ronald Terry Cooke in his own name,
satisfying the indebtedness. Since that time, the Company has reimbursed Mr.
Cooke by issuing him 300,000 shares of the Company's restricted common stock.
For such offering, the Company relied upon Section 4(2) of the Act, Rule 506 and
no state exemption as Mr. Cooke is a Canadian resident.

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 October 31, 2000 and
October 31, 2001

Financial Condition, Capital Resources and Liquidity

For the 1st quarter ended October 31, 2000 and 2001 the Company recorded
revenues of $0 and $7,555 and cost of sales of $0 and $3,693. For the 1st
quarter ended October 31, 2000 and 2001 the Company had general and
administrative expenses of $3,329,287 and $717,647.

For the 1st quarter ended October 31, 2000 and 2001, the Company had on a
consolidated unaudited basis total operating expenses of $3,551,456 and
$859,989.

Net Losses

For the 1st quarter ended October 31, 2000 and 2001, the Company reported a
net loss from operations of $3,551,456 and $856,127 respectively.

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 October 31, 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.

In August 2001, Hibblen Design, Inc., an Oklahoma corporation ("Hibblen"),
filed suit against the Company in the Tulsa County, Oklahoma District Court for
$18,626.90 for graphic design services allegedly provided by Hibblen to the
Company between February and May 2001 pursuant to an alleged oral contract. In
September 2001, Hibblen obtained a judgment against the Company in the amount of
$20,228.78. The Company claims to have never been served a copy of the complaint
nor given a chance to answer, assert its affirmative defenses nor counterclaim
against Hibblen.

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 October 31, 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.

5.3 [13] 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 [12] Letter of Engagement between Power Photo Kiosks, Inc. and Peyser Associates
Incorporated dated March 26, 2001.

10.25 [12] Partnership Agreement between the Company and Child Watch of North America
dated April 4, 2001.

10.26 [12] Engagement Letter of Business Strategies Group by the Company dated April 30,
2001.

10.27 [12] Macon-Bibb County Industrial Authority Financing Proposal dated April 18, 2001.

10.28 [13] Power Interactive Media, Inc. Year 2001 Employee/Consultant Stock Compensation
Plan.

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).

23.5 [13] Consent of KPMG, LLP.

23.6 [13] Consent of Mintmire & Associates (contained in the opinion filed as Exhibit 5.3
hereof).

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.

[12] Previously filed with the Company's Quarterly Report on Form 10QSB filed
June 19, 2001.

[13] Previously filed with the Company's Registration Statement on Form S-8
filed October 11, 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)

December 20, 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