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, 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.) 145 West Beaver Creek Road Richmond Hill, Ontario, Canada L4B 1C6 - ------------------------------------------ ----------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (905) 762-1500 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 April 30, 2002, there were 9,602,583 shares of voting stock of the registrant issued and outstanding. PART I Item 1. Financial Statements Consolidated Balance Sheets.................................................F-1 Consolidated Statements of Operations.......................................F-2 Consolidated Statements of Comprehensive Loss...............................F-3 Consolidated Statements of Cash Flows.......................................F-4 Notes to Consolidated Financial Statements..................................F-5 Power Interactive Media Inc. (A Development Stage Enterprise) Consolidated Balance Sheets (Expressed in U.S. dollars) - -------------------------------------------------------------------------------------------------------------- July 31, April 30, 2001 2002 - -------------------------------------------------------------------------------------------------------------- (Audited) (Unaudited) Assets Current assets: Investment tax credits receivable $ 12,888 $ - Inventories 1,882 5,690 Miscellaneous receivable 981 958 Prepaid expenses 1,962 24,450 - -------------------------------------------------------------------------------------------------------------- Total current assets 17,713 31,098 Property and equipment 386,593 257,323 - -------------------------------------------------------------------------------------------------------------- Total assets $ 404,306 $ 288,421 - -------------------------------------------------------------------------------------------------------------- Liabilities and Stockholders' Deficiency Current liabilities: Bank indebtedness $ 37,402 $ 63,587 Accounts payable 827,747 1,111,642 Accrued liabilities 400,067 628,535 Loans payable 1,516,796 2,023,975 Due to shareholders 742,095 730,888 Convertible notes 39,234 38,305 - -------------------------------------------------------------------------------------------------------------- Total current liabilities 3,563,341 4,596,932 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: 9,689,084 common shares (July 31, 2001 - 7,252,584) 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) (2,389,942) Accumulated other comprehensive loss (85,754) (158,782) Deficit accumulated during the development stage (17,328,044) (21,528,167) - -------------------------------------------------------------------------------------------------------------- Total stockholders' deficiency (3,159,035) (4,308,511) Going concern Commitments Subsequent events - -------------------------------------------------------------------------------------------------------------- Total liabilities and stockholders' deficiency $ 404,306 $ 288,421 - -------------------------------------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------------------------------------------- Three months ended Nine months ended Period from April 30, April 30, inception to -------------------------- ---------------------------- April 30, 2001 2002 2001 2002 2002 - ------------------------------------------------------------------------------------------------------------------- Sales $ 28,908 $ 6,205 $ 28,908 $ 22,249 $ 57,660 Cost of sales 52,023 4,077 52,023 7,917 64,369 - ------------------------------------------------------------------------------------------------------------------- Gross profit (loss) (23,115) 2,128 (23,115) 14,332 (6,709) Expenses: Sales and marketing 103,883 118,000 195,599 375,263 1,688,520 Research and development 145,333 - 520,712 21,801 1,223,915 General and administrative 812,487 423,037 5,682,610 3,120,212 13,489,515 - ------------------------------------------------------------------------------------------------------------------- Total expenses 1,061,703 541,037 6,398,921 3,517,276 16,401,950 - ------------------------------------------------------------------------------------------------------------------- Loss from operations (1,084,818) (538,909) (6,422,036) (3,502,944) (16,408,659) Financing costs (income) (182,222) - 2,052,858 479,411 4,276,174 Interest expense 37,955 127,814 121,888 217,768 843,334 - ------------------------------------------------------------------------------------------------------------------- Loss before provision for income taxes (940,551) (666,723) (8,596,782) (4,200,123) (21,528,167) Provision for income taxes - - - - - - ------------------------------------------------------------------------------------------------------------------- Loss for the period $ (940,551) $ (666,723) $ (8,596,782) $ (4,200,123) $ (21,528,167) - ------------------------------------------------------------------------------------------------------------------- Basic and diluted loss per common share $ (0.13) $ (0.07) $ (1.33) $ (0.49) ========== =========== ============= ============= Shares used in computing basic and diluted loss per common share 7,164,600 9,689,000 6,448,300 8,508,000 - ------------------------------------------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------------------------------------------- Three months ended Nine months ended Period from April 30, April 30, inception to -------------------------- ---------------------------- April 30, 2001 2002 2001 2002 2002 - ------------------------------------------------------------------------------------------------------------------- Loss for the period $ (940,551) $ (666,723) $ (8,596,782) $ (4,200,123) $ (21,528,167) Other comprehensive loss: Currency translation adjustment (1,813) (151,921) (47,311) (73,028) (158,782) - ------------------------------------------------------------------------------------------------------------------- Comprehensive loss $ (942,364) $ (818,644) $ (8,644,093) $ (4,273,151) $ (21,686,949) - ------------------------------------------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------------------------------------------- Three months ended Nine months ended Period from April 30, April 30, inception to -------------------------- ---------------------------- April 30, 2001 2002 2001 2002 2002 - ------------------------------------------------------------------------------------------------------------------- Cash provided by (used in): Operating activities: Loss for the period $ (940,551) $ (666,723) $ (8,596,782) $ (4,200,123) $ (21,528,167) Items not affecting cash: Amortization and write-down of assets 43,806 51,214 131,390 168,131 501,360 Accretion of interest on loan payable - - - - 234,513 Stock-based compensation expense 522,616 261,600 7,280,924 2,889,759 14,213,354 Financing costs 37,200 - 37,200 - - Accrued interest on loan payable 40,881 124,747 124,814 278,138 634,104 Change in operating assets and liabilities: Investment tax credits receivable - - - 12,524 - Inventories 29,201 (81) 6,886 (3,834) (328,697) Prepaid expenses - (21,303) 41,525 (22,574) (26,094) Accounts payable 15,814 116,688 443,031 316,796 1,145,868 Accrued liabilities 64,077 115,254 (129,476) 244,678 646,560 Accrued salaries payable (143,666) - (143,666) - - Accrued legal expense 105,000 - 105,000 - - - ------------------------------------------------------------------------------------------------------------------- Net cash flows used in operating activities (225,622) (18,604) (699,154) (316,505) (4,507,199) Financing activities: Financing payable (179,437) - (179,437) - 1,022,817 Issuance of common shares 52,800 - 609,050 14,255 1,548,614 Increase (decrease) in bank indebtedness (18,410) 29,066 (29,808) 26,185 11,337 Loan (repayment) proceeds - 80,248 (117,817) 369,866 1,585,952 Issuance of convertible notes - - - - 40,761 Due to shareholders 385,619 - 651,032 - 713,869 - ------------------------------------------------------------------------------------------------------------------- Net cash flows from financing activities 240,572 109,314 933,020 410,306 4,923,350 Investing activities: Sale of property and equipment 30,454 - - - 30,454 Purchase of property and equipment - (29,522) (158,411) (56,724) (492,992) - ------------------------------------------------------------------------------------------------------------------- Net cash flows from (used in) investing activities 30,454 (29,522) (158,411) (56,724) (462,538) Effect of currency translation of cash balances (45,404) (61,188) (75,455) (37,077) 46,387 - ------------------------------------------------------------------------------------------------------------------- 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 unaudited 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 $21,528,167 as at April 30, 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 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-5 Item 2. Management's Discussion and Analysis General 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 and Nine Months Ending April 30, 2001 and April 30, 2002 Financial Condition, Capital Resources and Liquidity For the 3rd quarter ended April 30, 2001 and 2002, the Company recorded revenues of $28,908 and $6,205 and cost of sales of $52,023 and $4,077. For the 9 months ended April 30, 2001 and 2002, the Company recorded revenues of $28,908 a22,249 and cost of sales of $52,023 and $7,917. For the 3rd quarter ended April 30, 2001 and 2002, the Company had general and administrative expenses of $812,487 and $423,037. For the 9 months ended April 30, 2001 and 2001, the Company had general and administrative expenses of $5,682,610 and $3,120,212. For the 3rd quarter ended April 30, 2001 and 2002, the Company had on a consolidated unaudited basis total operating expenses of $1,061,703 and $541,037. For the 9 months ended April 30, 2001 and 2002, the Company had on a consolidated unaudited basis total operating expenses of $6,398,921 and $3,517,276. Net Losses For the 3rd quarter ended April 30, 2001 and 2002, the Company reported a net loss of $940,551 and $666,723 respectively. For the 9 months ended April 30, 2001 and 2002, the Company reported a net loss of $8,596,782 and $4,200,123 respectively. 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 $21,528,167 as of April 30, 2002. The Company has not generated significant revenues (in excess of cost of sales) and management does not expect to commence generating significant revenues until customers are secured and financing can be obtained to fund the manufacture and distribution of the kiosks. 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. 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, 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, 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. 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, 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 [14] Loan Commitment letter by Ibis Commerce & Investment Group, Ltd dated August 8, 2001. 10.30 [14] 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. [14] Previously filed with the Company's Quarterly Report on Form 10QSB filed March 25, 2002. * 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 17, 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