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 January 31, 2002

Commission File No.: 0-27769

Power Interactive Media, Inc.
------------------------------------------------------------
(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
--------------------------------------------------------
(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 January 31, 2002, there were 9,592,183 shares of voting stock of the
registrant issued and outstanding.

PART I

Item 1. Financial Statements

Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

- ----------------------------------------------------------------- -------------------- -----------------
July 31, January 31,
2001 2002
- ----------------------------------------------------------------- -------------------- -----------------

Assets

Current assets:
Investment tax credits receivable $ 12,888 $ -
Inventories 1,882 5,609
Miscellaneous receivable 981 945
Prepaid expenses 1,962 3,147
- ----------------------------------------------------------------- -------------------- -----------------
Total current assets 17,713 9,701

Property and equipment 386,593 283,240

- ----------------------------------------------------------------- -------------------- -----------------
Total assets $ 404,306 $ 292,941
- ----------------------------------------------------------------- -------------------- -----------------

Liabilities and Stockholders' Deficiency

Current liabilities:
Bank indebtedness $ 37,402 $ 34,521
Accounts payable 827,747 908,477
Accrued liabilities 400,067 513,281
Accrued salaries payable - 86,477
Loans payable 1,516,796 1,743,637
Due to shareholders 742,095 720,270
Convertible notes 39,234 37,764
- ----------------------------------------------------------------- -------------------- -----------------
Total current liabilities 3,563,341 4,044,427

Stockholders' deficiency (note 3):
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:
9,689,084 common shares
(July 31, 2001 - 7,466,584) 746 968
Contributed surplus 17,419,609 18,529,712
Warrants issued 1,170,200 1,237,700
Deferred stock-based compensation (4,335,792) (2,651,542)
Accumulated other comprehensive loss (85,754) (6,861)
Deficit accumulated during the development stage (17,328,044) (20,861,464)
- ----------------------------------------------------------------- -------------------- -----------------
Total stockholders' deficiency (3,159,035) (3,751,487)

- ----------------------------------------------------------------- -------------------- -----------------
Total liabilities and stockholders' deficiency $ 404,306 $ 292,940
- ----------------------------------------------------------------- -------------------- -----------------

See accompanying notes to consolidated financial statements.

F-1

Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

- ---------------------------------------------------------------------------------------------------------------
Period from
Three months ended Six months ended inception to
January 31, January 31, January 31,
-------------------- --------------------
2001 2002 2001 2002 2002
- --------------------------------------------------- ------------- -------------- --------------- --------------

Revenue - 8,489 - 16,044 51,455

Cost of Sales - 146 - 3,839 60,292
- ----------------------------------- --------------- ------------- -------------- --------------- --------------
Gross income (loss) - 8,343 - 12,205 (8,837)

Expenses:
Sales and marketing $ 16,254 $ 136,721 $ 91,716 $ 257,263 $ 1,570,519
Research and development 228,672 - 375,379 21,801 1,223,915
General and administrative 1,540,836 1,979,528 4,870,123 2,697,175 13,066,478
- ----------------------------------- --------------- ------------- -------------- --------------- --------------
Total expenses 1,785,762 2,116,249 5,337,218 2,976,239 15,860,912

Loss before the undernoted (1,785,762) (2,107,906) (5,337,218) (2,964,034) (15,869,749)

Financing costs 2,235,080 454,411 2,235,080 479,411 4,276,174

Interest expense 35,623 39,502 83,933 89,954 715,541

- ----------------------------------- --------------- ------------- -------------- --------------- --------------
Loss for the period $(4,056,465) $(2,601,819) $(7,656,231) $(3,533,399) $(20,861,464)
- ----------------------------------- --------------- ------------- -------------- --------------- --------------

Basic and diluted loss per
common share $(0.61) $(0.30) $(1.27) $(0.44)

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

Weighted average number of common
stock outstanding 6,650,000 8,615,000 6,041,000 8,052,000

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

See accompanying notes to consolidated financial statements.

F-2

Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

- --------------------------------------------------------------------------------------------------------------------
Period from
Three months ended Six months ended inception to
January 31, January 31, January 31,
-------------------- --------------------
2001 2002 2001 2002 2002
- --------------------------------------- ---------------- ------------ --------------- -------------- ---------------

Loss for the period $ (4,056,465) $ (2,601,819) $ (7,656,231) $ (3,533,399) $ (20,861,464)
Other comprehensive loss:
Currency translation adjustment (86,313) (7,289) (45,498) 78,893 (6,861)

- --------------------------------------- --------------- ------------- --------------- -------------- ---------------
Comprehensive loss $ (4,142,778) $ (2,609,108) $ (7,701,729) $ (3,454,506) $ (20,868,325)
- --------------------------------------- --------------- ------------- --------------- -------------- ---------------

See accompanying notes to consolidated financial statements.

F-3

Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

- ---------------------------------------------------------------------------------------------------------------
Period from
Three months ended Six months ended inception to
January 31, January 31, January 31,
-------------------- ---------------------
2001 2002 2001 2002 2002
- ---------------------------------------------------------------------------------------------------------------

Cash provided by (used in):

Operating activities:
Loss for the period $ (4,056,465) $(2,601,819) $(7,656,231) $ (3,533,399) $ (20,861,464)
Items not affecting cash:
Amortization 43,737 51,265 87,584 116,917 450,285
Accretion of interest on
loan payable - - - - 234,513
Accrued interest 83,933 102,939 83,933 153,391 509,357
Stock-based compensation
expense 3,751,417 2,186,225 6,758,308 2,628,159 13,951,754
Change in operating assets
and liabilities:
Accounts receivable - - - - 26,961
Investment tax credits - - - - -
receivable - - - 12,524 -
Inventories (17,042) - (22,315) (3,834) (328,737)
Miscellaneous receivable - - - (25,729)
Prepaid expenses 173 - 41,525 (1,271) (4,804)
Accounts payable 385,510 37,700 427,217 112,808 940,749
Accrued liabilities (354,270) 148,540 (193,553) 129,424 531,421
Accrued salaries payable - 29,748 - 87,300 89,105
Accrued finance costs payable - - - - 1,022,817
- --------------------------------------- ----------- ------------- --------------- --------------- -------------
Net cash flows from (used in)
operating activities (163,007) (45,402) (473,532) (297,981) (3,463,772)

Financing activities:
Issuance of common shares 334,750 5,000 556,250 14,255 1,548,584
Decrease in bank indebtedness (90,545) (825) (11,398) (2,881) (17,729)
Loan proceeds (repayments) (150,638) 74,518 (117,817) 289,618 1,505,704
Due to shareholders 177,847 - 265,413 6,036 708,993
Issuance of convertible notes - - - - 40,761
- --------------------------------------- ----------- ------------- --------------- --------------- -------------
Net cash flows from financing
activities 271,414 78,693 692,448 307,028 3,786,313

Investing activities:
Purchase of property and
equipment (49,158) - (188,865) (27,202) (433,304)
- --------------------------------------- ----------- ------------- --------------- --------------- -------------
Cash flows used in investing
activities (49,158) - (188,865) (27,202) (433,304)

Effect of currency translation of
cash balances (59,249) (33,291) (30,051) 18,155 110,763

- --------------------------------------- ----------- ------------- --------------- --------------- -------------
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
(Expressed in U.S. dollars)
(Unaudited)

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

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 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
$20,861,464 as at January 31, 2002. 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
(Expressed in U.S. dollars)
(Unaudited)

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

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 stock
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. Shareholders' deficiency:

Common stock

During the quarter ended January 31, 2002, the Company cancelled 120,000
common stock of the Company that had previously been issued for no cash
consideration to officers of the Company.

During the quarter ended January 31, 2002, the Company issued 362,000
common stock to third parties in exchange for services received. The
Company recorded stock-based compensation of $106,100, representing the
fair value of the common stock issued.

During the quarter ended January 31, 2002, the Company issued 100,000
common stock to an officer of the Company for no cash consideration. The
Company recorded stock-based compensation of $30,000, representing the fair
value of the common stock issued.

During the quarter ended January 31, 2002, the Company issued 300,000
common stock, with a fair value of $90,000, as settlement for amounts
recorded in accounts payable.

During the quarter ended January 31, 2002, the Company issued 250,000
common stock to third parties in exchange for financing services received.
The Company recorded stock-based compensation of $75,000, representing the
fair value of the common stock issued.

F-6

Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

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

4. Shareholders' deficiency (continued):

During the quarter ended January 31, 2002, a shareholder requested
repayment of a demand loan payable of $150,000. The loan was secured by
800,000 common stock of the Company that was owned by two officers of the
Company. As a result of the demand for payment, the 800,000 common stock of
the Company were transferred to the creditor as settlement of the loan
payable. The Company issued 1,200,000 common stock of the Company to the
officers as compensation for financing services provided. The Company
recorded stock-based compensation of $210,000, representing the difference
between the fair value of the common stock and the loan payable balance.

During the quarter ended January 31, 2002, the Company issued 50,000 common
stock for cash proceeds of $12,500.

Warrants

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 stock 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.

During the quarter ended January 31, 2002, the Company cancelled options to
acquire 1,000,000 common stock of the Company that were granted during July
2000 to two officers of the Company. The warrants were exercisable at $1.00
per share and vested in equal portions over a period ending July 31, 2005.
The Company replaced these options with warrants to acquire up to 3,000,000
common shares of the Company which are exercisable immediately, and
warrants to purchase up to 4,000,000 common stock which vest, in equal
amounts, over the remaining period of the cancelled options noted above.
The warrants are exercisable at a price of $0.50 per share, if the trading
price of the Company's common stock exceeds $1.00 per share, and
exercisable at $0.25 per share, if the trading price of the Company's
common stock is less than $1.00 per share. During the quarter ended January
31, 2002, the Company recorded deferred stock-based compensation of
$400,000 related to these warrants, and expensed $1,446,000 of deferred
stock-based compensation relating to the warrants that vested immediately.

As at January 31, 2002, the Company had outstanding 9,689,084 common stock,
and 9,270,000 options and warrants to acquire common stock.

F-7

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 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
the 506 Exemption and no state exemption as Mr. Cooke is a Canadian resident.

In August 2001, the Company received a loan commitment letter, proposing to
lend the Company the Euro equivalent of six million dollars. The loan commitment
is contingent on several conditions precedent and no funds have been received to
date.

In November 2001, the Company issued 30,000 shares of its restricted common
stock to the Estate of Argyris Lacas for $15,000. For such offering, the Company
relied upon the 506 Exemption. No state exemption was necessary, as the Estate
is domiciled in Canada.

In January 2002, the Company issued 362,000 shares of its unrestricted
common stock to 4 individuals for services rendered to the Company. For such
issuances, the Company relied upon its Registration Statement on Form S-8 filed
October 11, 2001.

In January 2002, the Company issued 250,000 shares of its restricted common
stock to 2 individuals. 150,000 shares were issued to James Martin Bates, a
current Director of the Company, as an incentive to lend the Company $200,000.
100,000 shares were issued to EIG Capital Investments Ltd. ("EIG") to correct an
error at the time of an original issuance to EIG in February 2000. For such
offering, the Company relied upon the 506 Exemption and Section 517.061 of the
Florida Code. No state exemption was necessary for the shares issued to the
Spanish resident.

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.

In January 2002, the Company entered into a consulting agreement with Anako
Enterprises, Inc. ("Anako"). In connection with such agreement, the Company
issued 200,000 shares of its restricted common stock to Steven Kaye and
committed to pay Anako $2,500 monthly. The term of the agreement is for a period
of 6 months. For such offering, the Company relied upon the 506 Exemption and
Section 78A-17(8) of the North Carolina Code.

The facts relied upon to make the North Carolina exemption available was
that the offer or sale was to an entity which had a net worth in excess of one
million dollars.

In January 2002, the Company issued 600,000 shares of its restricted common
stock each to Ronald Terry Cooke, the Company's current Chairman and President
and to Allan Turowetz, the Company's current Vice-President and Director to
replace 400,000 shares each pledged as collateral for a Company loan in the
amount of $155,000 to Ms. Noreen Wilson. Ms. Wilson had previously foreclosed on
the pledged collateral and took possession of the shares. For such offering, the
Company relied upon the 506 Exemption. No state exemption was necessary, as both
individuals are Canadian residents.

In January 2002, Mark V. Healy ("Healy") and Natale David Urso ("Urso")
filed suit against the Company relating to an investment made by each to
purchase the Company's securities. The Company has been granted an extension of
time in which to file its responsive pleading. It intends to allege that the
investment to purchase the Company's securities was irrevocable. In March 2002,
the Company issued an additional 10,400 total shares of the Company's restricted
common stock to Healy and Urso who had previously subscribed to purchase shares
of the Company's restricted common stock, but who had mistakenly been issued too
few shares at the time of issuance.

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 January 31, 2001 and
January 31, 2002

Financial Condition, Capital Resources and Liquidity

For the 2nd quarter ended January 31, 2001 and 2002, the Company recorded
revenues of $0 and $8,489 and cost of sales of $0 and $146.

For the 6 months ended January 31, 2001 and 2002, the Company recorded
revenues of $0 and $16,044 and cost of sales of $0 and $3,839.

For the 2nd quarter ended January 31, 2001 and 2002, the Company had
general and administrative expenses of $1,540,836 and $1,979,528.

For the 6 months ended January 31, 2001 and 2001, the Company had general
and administrative expenses of $4,870,123 and 2,697,175.

For the 2nd quarter ended January 31, 2001 and 2002, the Company had on a
consolidated unaudited basis total operating expenses of $1,785,762 and
$2,116,249.

For the 6 months ended January 31, 2001 and 2002, the Company had on a
consolidated unaudited basis total operating expenses of $5,337,218 and
$2,976,239.

Net Losses

For the 2nd quarter ended January 31, 2001 and 2002, the Company reported a
net loss from operations of $4,056,465 and $2,601,819 respectively.

For the 6 months ended January 31, 2001 and 2001, the Company reported a
net loss from operations of $7,656,231 and $3,533,399 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 January 31, 2002, the Company employed ten (10) 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 judgement 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.

In January 2002, Healy and Urso filed suit against the Company relating to
an investment made by each to purchase the Company's securities. The Company has
been granted an extension of time in which to file its responsive pleading. It
intends to allege that the investment to purchase the Company's securities was
irrevocable. In March 2002, the Company issued an additional 10,400 total shares
of the Company's restricted common stock to Healy and Urso who had previously
subscribed to purchase shares of the Company's restricted common stock, but who
had mistakenly been issued too few shares at the time of issuance.

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 January 31, 2002, 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.

10.29 * Loan Commitment letter by Ibis Commerce & Investment Group, Ltd dated August
8, 2001.

10.30 * Consulting Agreement between the Company and Anako Enterprises, Inc. dated
October 20, 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).

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)

March 25, 2002 /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

/s/ James Martin Bates
-----------------------------------
James Martin Bates
Director