U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended April 30, 2001

Commission File No.: 0-27769

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

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

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

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

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

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

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

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

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

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



<PAGE>



     Indicate by Check  whether the issuer (1) filed all reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

                        Yes  X           No
                            ----            ----

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














<PAGE>



                                     PART I

Item 1. Financial Statements

<TABLE>
<CAPTION>
Power Interactive Media Inc.
(A Development Stage Enterprise)

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

---------------------------------------------------------------------------------------------------------------
                                                                                 July 31,            April 30,
                                                                                     2000                 2001
---------------------------------------------------------------------------------------------------------------
                                                                                (Audited)          (Unaudited)
<S>                                                                       <C>                 <C>
Assets

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

Property and equipment                                                            479,019              487,096

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

Liabilities and Stockholders' Deficiency

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

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

Going concern
Commitments
Subsequent events

---------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' deficiency                            $       597,327     $        553,674
---------------------------------------------------------------------------------------------------------------
</TABLE>

                See accompanying notes to condensed consolidated
                             financial statements.

                                      F-1


<PAGE>


<TABLE>
<CAPTION>
Power Interactive Media Inc.
(A Development Stage Enterprise)

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

---------------------------------------------------------------------------------------------------------------
                                                                                                   Period from
                                            Three months ended              Nine months ended     inception to
                                                 April 30,                      April 30,            April 30,
                                      --------------------------   ----------------------------
                                             2000           2001            2000           2001           2001
---------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>           <C>             <C>           <C>
Sales                                 $         -    $    28,908   $           -   $     28,908  $      28,908

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

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

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

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

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

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

Provision for income taxes                      -              -               -              -              -

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

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

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

---------------------------------------------------------------------------------------------------------------
</TABLE>


                See accompanying notes to condensed consolidated
                             financial statements.

                                      F-2

<PAGE>



<TABLE>
<CAPTION>
Power Interactive Media Inc.
(A Development Stage Enterprise)

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

---------------------------------------------------------------------------------------------------------------
                                                                                                   Period from
                                            Three months ended              Nine months ended     inception to
                                                 April 30,                      April 30,            April 30,
                                      --------------------------   ----------------------------
                                             2000           2001            2000           2001           2001
---------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>           <C>             <C>           <C>
Loss for the period                   $  (774,027)   $  (940,551)  $  (1,564,939)  $ (8,596,782) $ (16,091,258)

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

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


                See accompanying notes to condensed consolidated
                             financial statements.

                                      F-3


<PAGE>


<TABLE>
<CAPTION>
Power Interactive Media Inc.
(A Development Stage Enterprise)

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

---------------------------------------------------------------------------------------------------------------
                                                                                                   Period from
                                            Three months ended              Nine months ended     inception to
                                                 April 30,                      April 30,            April 30,
                                      --------------------------  -----------------------------
                                             2000           2001            2000           2001           2001
---------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>          <C>              <C>           <C>
Cash provided by (used in):

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

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

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

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

---------------------------------------------------------------------------------------------------------------
Increase in cash, being cash,
   end of period                      $     6,748    $         -  $        6,748   $          -  $           -
---------------------------------------------------------------------------------------------------------------
</TABLE>

                See accompanying notes to condensed consolidated
                             financial statements.

                                      F-4


<PAGE>



<TABLE>
<CAPTION>
Power Interactive Media Inc.
(A Development Stage Enterprise)

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

----------------------------------------------------------------------------------------------------------------
                                                                                                   Period from
                                            Three months ended              Nine months ended     inception to
                                                 April 30,                      April 30,            April 30,
                                      --------------------------     --------------------------
                                             2000           2001            2000           2001           2001
----------------------------------------------------------------------------------------------------------------
<S>                                   <C>            <C>          <C>              <C>           <C>
Supplemental disclosure of non-cash
 financing and investing activities:
     Deferred stock-based
       compensation                   $         -    $    42,000  $            -   $  7,502,236  $   7,502,236
     Shares issued for settlement
       of accrued liabilities                   -              -               -         97,000      1,109,500
     Shares issued as settlement
       of loan payable                          -              -               -         39,000         54,414

----------------------------------------------------------------------------------------------------------------
</TABLE>


                See accompanying notes to condensed consolidated
                             financial statements.

                                      F-5

<PAGE>


Power Interactive Media Inc.
 (A Development Stage Enterprise)

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

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



1.     Basis of presentation:


     The  unaudited  condensed   consolidated  financial  statements  have  been
     prepared by Power  Interactive  Media, Inc. (the "Company") and reflect all
     adjustments  (all of which are normal and recurring in nature) that, in the
     opinion of management, are necessary for a fair presentation of the interim
     financial  information.  The results of operations for the interim  periods
     presented are not necessarily  indicative of the results to be expected for
     the entire year ending July 31,  2001.  Certain  information  and  footnote
     disclosures   normally  included  in  financial   statements   prepared  in
     accordance  with  generally  accepted   accounting   principles  have  been
     condensed or omitted under the Securities and Exchange  Commission's  rules
     and  regulations.   These  unaudited   condensed   consolidated   financial
     statements and notes included herein should be read in conjunction with the
     Company's audited consolidated  financial statements and notes for the year
     ended July 31, 2000.


2.     Going concern:


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


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

                                      F-6

<PAGE>




Power Interactive Media Inc.
 (A Development Stage Enterprise)

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

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


3.     Stockholders' deficiency:


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


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


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

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


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

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


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


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

                                      F-7

<PAGE>




Power Interactive Media Inc.
 (A Development Stage Enterprise)

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

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

3.     Stockholders' deficiency (continued):

       (f) Stock compensation plan:

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


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


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


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

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

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

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

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

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

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

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


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

                                      F-8

<PAGE>

Power Interactive Media Inc.
 (A Development Stage Enterprise)

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

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

4.     Recent account pronouncements:

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


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


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


                                      F-9

<PAGE>



Item 2. Management's Discussion and Analysis

General

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

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

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

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

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


<PAGE>



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

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

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

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

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

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

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

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



<PAGE>



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

Discussion and Analysis

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

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

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

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

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

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

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


<PAGE>




Financial Condition, Capital Resources and Liquidity

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

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

Net Losses

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

     The Company is 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 $11,660,814 as of April
30, 2001. The Company has not generated  significant revenues (in excess of cost
of sales) and  management  does not expect to  commence  generating  significant
revenues  until early 2002.  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, 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


<PAGE>



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

Forward-Looking Statements

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

PART II

Item 1. Legal Proceedings.

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

Item 2.Changes in Securities and Use of Proceeds

         None

Item 3.Defaults in Senior Securities

         None

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

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


<PAGE>



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:

<TABLE>
<CAPTION>
Exhibit No.       Exhibit Name
--------------    ---------------------
<S>      <C>      <C>
3(i).1   [1]      Articles of Incorporation filed September 9, 1994.

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

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

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

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

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

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

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

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

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

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

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

5.1      [6]      Opinion of Mintmire & Associates.

5.2      [8]      Opinion of Mintmire & Associates.

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



<PAGE>


<TABLE>
<S>      <C>      <C>
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.
</TABLE>



<PAGE>


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

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

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

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

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

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

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

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

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

16.1     [4]      Letter on change of certifying accountant.

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

23.1     [6]      Consent of KPMG, LLP.

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

23.3     [8]      Consent of KPMG, LLP.

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

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

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

[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.


<PAGE>



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

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

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

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

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

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

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

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

*    Filed herewith.


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

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

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

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




<PAGE>


                                   SIGNATURES

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

                                 Power Interactive Media, Inc.
                                 (Registrant)

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

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

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

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