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

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

For the quarter ended October 31, 2001

Commission File No.: 0-27769

                          Power Interactive Media, Inc.
          ------------------------------------------------------------
                 (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


<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 October 31, 2001,  there were 7,470,183  shares of oting stock of the
registrant issued and outstanding.














<PAGE>


                                     PART I

Item 1. Financial Statements

<TABLE>
<CAPTION>
Power INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

Consolidated Balance Sheets
(In U.S. dollars)

October 31, 2001 and July 31, 2001

------------------------------------------------------------------------------------------------------------
                                                                          July 31,          October 31,
                                                                              2001                 2001
------------------------------------------------------------------------------------------------------------
                                                                         (Audited)          (Unaudited)
<S>                                                                <C>                  <C>
Assets

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

Property and equipment                                                     386,593              337,011

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

Liabilities and Stockholders' Deficiency

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

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

------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' deficiency                     $       404,306      $       346,783
------------------------------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-1


<PAGE>


<TABLE>
<CAPTION>
Power INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

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

-------------------------------------------------------------------------------------------------------------------
                                                                 Three months ended                 Period from
                                                                      October 31,                  inception to
                                                      -----------------------------------           October 31,
                                                                 2000                2001                 2001
-------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>               <C>
Sales                                                 $             -       $       7,555     $         42,966

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

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

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

Loss from operations                                       (3,551,456)           (856,127)         (13,761,843)

Financing costs                                                     -              25,000            3,821,763

Interest expense                                               48,310              50,453              676,018
-------------------------------------------------------------------------------------------------------------------

Loss before income taxes                                   (3,599,766)           (931,580)         (18,259,624)

Income taxes                                                        -                   -                    -

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

Basic and diluted loss per common share               $          0.65       $        0.12

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

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

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


          See accompanying notes to consolidated financial statements.

                                      F-2


<PAGE>


<TABLE>
<CAPTION>
Power INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

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

-------------------------------------------------------------------------------------------------------------------
                                                                 Three months ended                 Period from
                                                                      October 31,                  inception to
                                                      -----------------------------------           October 31,
                                                                 2000                2001                 2001
-------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                    <C>               <C>
Loss for the period                                  $     (3,599,766)      $    (931,580)    $    (18,259,624)

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

-------------------------------------------------------------------------------------------------------------------
Comprehensive loss                                   $     (3,558,951)      $    (845,398)    $    (18,259,196)
-------------------------------------------------------------------------------------------------------------------
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-3


<PAGE>


<TABLE>
<CAPTION>
POWER INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

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

-------------------------------------------------------------------------------------------------------------------
                                                                 Three months ended                 Period from
                                                                      October 31,                  inception to
                                                      -----------------------------------           October 31,
                                                                 2000                2001                 2001
-------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>               <C>
Cash provided by (used in):

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

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

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

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

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


          See accompanying notes to consolidated financial statements.

                                      F-4



<PAGE>



POWER INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

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

Three months ended October 31, 2001

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


1.   Basis of presentation:

     The  consolidated   financial   statements  have  been  prepared  by  Power
     Interactive Media, Inc. (the "Company") and reflect all adjustments (all of
     which  are  normal  and  recurring  in  nature)  that,  in the  opinion  of
     management,  are necessary for a fair presentation of the interim financial
     information.  The results of operations for the interim  periods  presented
     are not necessarily indicative of the results to be expected for the entire
     year ending July 31, 2002.  Certain  information  and footnote  disclosures
     normally  included in  financial  statements  prepared in  accordance  with
     generally  accepted  accounting  principles  have been condensed or omitted
     under the Securities and Exchange Commission's rules and regulations. These
     unaudited  consolidated  financial  statements  and notes  included  herein
     should  be read in  conjunction  with the  Company's  audited  consolidated
     financial statements and notes for the year ended July 31, 2001.


2.   Going concern:

     The Company is in its development stage.  Since its inception,  the Company
     has incurred  significant  expenditures  on the research,  development  and
     marketing  of  a  kiosk  digital  imaging  system  and  has  a  deficit  of
     $18,259,624  as  at  October  31,  2001.  The  Company  has  not  generated
     significant  revenue and management does not expect to commence  generating
     revenue  until  customers are secured and financing can be obtained to fund
     the manufacture and distribution of the kiosks.  These financial statements
     have been prepared on the going concern basis which assumes the realization
     of assets and  liquidation of liabilities in the normal course of business.
     The Company has suffered  continuing  losses from  operations and has a net
     capital  deficiency  that  raise  substantial  doubt  about its  ability to
     continue  as  a  going  concern.  These  unaudited  consolidated  financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this uncertainty.

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


                                      F-5


<PAGE>


POWER INTERACTIVE MEDIA INC.
(A Development Stage Enterprise)

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

Three months ended October 31, 2001

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

3.   Loans payable:

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

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


4.   Shareholder deficiency:

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


5.   Subsequent event:

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


                                      F-6



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

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

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

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


<PAGE>



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

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

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

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

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

Discussion and Analysis

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

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

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

     As part of the ongoing product  improvement  process, in December 1999, PPK
signed a teaming agreement with Sybase to develop a retail kiosk delivery system
in an  attempt to create an  interactive  "smart"  digital  kiosk  network.  The
Company hopes that the result will allow the


<PAGE>



Company to deliver a broader  range of  consumer-based  kiosk  products and will
form the basis of an  electronic  network  capable of  delivering  national  and
site-specific  advertising  marketing programs.  Sybase is also working with the
Company to rewrite the operating software with a view to enhancing the usability
for the consumer while at the same time making the connection  between the kiosk
operating system and the network software seamless.

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

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

     Results of  Operations - For the Three Months  Ending  October 31, 2000 and
October 31, 2001

Financial Condition, Capital Resources and Liquidity

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

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

Net Losses

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

     The Company is in its development stage.  Since its inception,  the Company
has incurred significant expenditures on the research, development and marketing
of a kiosk digital imaging system and has a deficit of $18,259,624 as of October
31, 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 mid 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 October 31, 2001,  the Company  employed  eleven (11)  persons.  None of
these  employees  are  represented  by a labor union for purposes of  collective
bargaining. The Company considers its


<PAGE>



relations  with its  employees  to be  excellent.  The  Company  plans to employ
additional personnel as needed upon product rollout to accommodate its needs.

Research and Development Plans

     The Company  believes that research and development is an important  factor
in its future  growth.  The kiosk  industry is closely  linked to  technological
advances, which produce a broader range of kiosk products, enhance the usability
and  experience  for the  consumer  and also enable the  provider to monitor use
patterns  and  data  through  a  more  sophisticated   network  of  information.
Therefore,  the Company must continually invest in ongoing research to appeal to
the public and to effectively  compete with other companies in the industry.  No
assurance  can be made that the Company will have  sufficient  funds to compete.
Additionally,  due to the rapid advance rate at which technology  advances,  the
Company's  equipment  and  inventory  may be  outdated  quickly,  preventing  or
impeding the Company from realizing its full potential profits.

Forward-Looking Statements

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

PART II

Item 1. Legal Proceedings.

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




<PAGE>


Item 2. Changes in Securities and Use of Proceeds

         None

Item 3. Defaults in Senior Securities

         None

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

     No matter was submitted during the quarter ending October 31, 2001, covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.

Item 5. Other Information

         None




<PAGE>



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.

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.
</TABLE>



<PAGE>


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



<PAGE>


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

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

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

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

10.24    [12]     Letter of Engagement between Power Photo Kiosks, Inc. and Peyser Associates
                  Incorporated dated March 26, 2001.

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

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

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

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

16.1     [4]      Letter on change of certifying accountant.

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

23.1     [6]      Consent of KPMG, LLP.

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

23.3     [8]      Consent of KPMG, LLP.

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

23.5     [13]     Consent of KPMG, LLP.

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

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

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




<PAGE>



[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.





<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)

December 20, 2001                /s/ Ronald Terry Cooke
                                 ---------------------------------
                                 Ronald Terry Cooke
                                 Chairman and President

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

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

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