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

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

For the quarter ended January 31, 2002

Commission File No.: 0-27769

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

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

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

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

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

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

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

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

                    Common Stock, $0.0001 par value per share
            --------------------------------------------------------
                                (Title of class)
Copies of Communications Sent to:
                                    Mintmire & Associates
                                    265 Sunrise Avenue, Suite 204
                                    Palm Beach, FL 33480
                                    Tel: (561) 832-5696
                                    Fax: (561) 659-5371



<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 January 31, 2002,  there were 9,592,183 shares of voting 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
(Expressed in U.S. dollars)
(Unaudited)

----------------------------------------------------------------- -------------------- -----------------
                                                                         July 31,        January 31,
                                                                             2001              2002
----------------------------------------------------------------- -------------------- -----------------
<S>                                                               <C>                  <C>
Assets

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

Property and equipment                                                    386,593              283,240

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

Liabilities and Stockholders' Deficiency

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

Stockholders' deficiency (note 3):
     Capital stock:
         Authorized:
              50,000,000 $0.0001 par value common shares
                (July 31, 2001 - 50,000,000)
              10,000,000 preferred shares
                (July 31, 2001 - 10,000,000)
         Issued and outstanding:
              9,689,084 common shares
                (July 31, 2001 - 7,466,584)                                   746                  968
      Contributed surplus                                              17,419,609           18,529,712
     Warrants issued                                                    1,170,200            1,237,700
     Deferred stock-based compensation                                 (4,335,792)          (2,651,542)
     Accumulated other comprehensive loss                                 (85,754)              (6,861)
     Deficit accumulated during the development stage                 (17,328,044)         (20,861,464)
----------------------------------------------------------------- -------------------- -----------------
     Total stockholders' deficiency                                    (3,159,035)          (3,751,487)

----------------------------------------------------------------- -------------------- -----------------
Total liabilities and stockholders' deficiency                    $       404,306      $       292,940
----------------------------------------------------------------- -------------------- -----------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-1

<PAGE>


<TABLE>
<CAPTION>
Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

---------------------------------------------------------------------------------------------------------------
                                                                                                   Period from
                                             Three months ended             Six months ended      inception to
                                                 January 31,                   January 31,         January 31,
                                            --------------------          --------------------
                                             2001           2002          2001            2002            2002
--------------------------------------------------- ------------- -------------- --------------- --------------
<S>                                  <C>            <C>           <C>            <C>             <C>
Revenue                                         -          8,489             -          16,044          51,455

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

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

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

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

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

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

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

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

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

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


          See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>
Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

--------------------------------------------------------------------------------------------------------------------
                                                                                                    Period from
                                             Three months ended             Six months ended        inception to
                                                 January 31,                   January 31,           January 31,
                                            --------------------          --------------------
                                             2001           2002          2001            2002          2002
--------------------------------------- ---------------- ------------ --------------- -------------- ---------------
<S>                                     <C>             <C>           <C>             <C>            <C>
Loss for the period                     $  (4,056,465)  $ (2,601,819) $ (7,656,231)   $ (3,533,399)  $ (20,861,464)
Other comprehensive loss:
     Currency translation adjustment          (86,313)        (7,289)      (45,498)         78,893          (6,861)

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


          See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>

<TABLE>
<CAPTION>
Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

---------------------------------------------------------------------------------------------------------------
                                                                                                   Period from
                                             Three months ended             Six months ended      inception to
                                                 January 31,                   January 31,         January 31,
                                            --------------------          ---------------------
                                             2001           2002          2001            2002            2002
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>           <C>           <C>             <C>
Cash provided by (used in):

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

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

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

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

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



          See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>



Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

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


1.   Basis of presentation:


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


2.   Going concern:


     The Company is in its development stage.  Since its inception,  the Company
     has incurred  significant  expenditures  on the research,  development  and
     marketing  of  a  kiosk  digital  imaging  system  and  has  a  deficit  of
     $20,861,464  as  at  January  31,  2002.  The  Company  has  not  generated
     significant  revenue and management does not expect to commence  generating
     revenue  until  customers are secured and financing can be obtained to fund
     the manufacture and distribution of the kiosks.  These financial statements
     have been prepared on the going concern basis which assumes the realization
     of assets and  liquidation of liabilities in the normal course of business.
     The Company has suffered  continuing  losses from  operations and has a net
     capital  deficiency  that  raise  substantial  doubt  about its  ability to
     continue  as  a  going  concern.  These  unaudited  consolidated  financial
     statements  do not  include  any  adjustments  that might  result  from the
     outcome of this uncertainty.


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


                                      F-5


<PAGE>



Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

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



3.   Loans payable:


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


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

4.   Shareholders' deficiency:


     Common stock


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


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


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

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


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

                                      F-6

<PAGE>



Power Interactive Media Inc.
(A DEVELOPMENT STAGE ENTERPRISE)

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

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


4.   Shareholders' deficiency (continued):


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


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


     Warrants

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


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


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



                                      F-7


<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 June 2001, the Company borrowed $100,000 from Winburn E. Stewart, Jr. to
be repaid in sixty (60) days. Ronald Terry Cooke, the Company's current Chairman
and  President  secured the  indebtedness  with 200,000  shares of the Company's
restricted  common stock owned by him personally.  In December 2001, Mr. Stewart
foreclosed on the pledged  collateral  and titled the 200,000  shares pledged by
Ronald  Terry Cooke in his own name,  satisfying  the  indebtedness.  Since that
time,  the Company has reimbursed Mr. Cooke by issuing him 300,000 shares of the
Company's  restricted  common stock. For such offering,  the Company relied upon
the 506 Exemption and no state exemption as Mr. Cooke is a Canadian resident.

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

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

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

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




<PAGE>



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

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

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

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

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

Discussion and Analysis

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



<PAGE>



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

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

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

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

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

     Results of  Operations - For the Three Months  Ending  January 31, 2001 and
January 31, 2002

Financial Condition, Capital Resources and Liquidity

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

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

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

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

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

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


<PAGE>



Net Losses

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

     For the 6 months ended  January 31, 2001 and 2001,  the Company  reported a
net loss from operations of $7,656,231 and $3,533,399 respectively.

     The Company is in its development stage.  Since its inception,  the Company
has incurred significant expenditures on the research, development and marketing
of a kiosk digital imaging system and has a deficit of $20,861,464 as of January
31, 2002. The Company has not generated  significant revenues (in excess of cost
of sales) and  management  does not expect to  commence  generating  significant
revenues  until late 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 January 31, 2002, the Company  employed ten (10) persons.  None of these
employees  are   represented  by  a  labor  union  for  purposes  of  collective
bargaining.  The  Company  considers  its  relations  with its  employees  to be
excellent.  The  Company  plans to employ  additional  personnel  as needed upon
product rollout to accommodate its needs.

Research and Development Plans

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

Forward-Looking Statements

     This Form 10-QSB includes  "forward-looking  statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-QSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures  (including the amount and nature thereof),  finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking  statements.
These  statements  are based on certain  assumptions  and  analyses  made by the
Company in light of its  experience  and its  perception of  historical  trends,
current


<PAGE>



conditions and expected future developments as well as other factors it believes
are  appropriate  in the  circumstances.  However,  whether  actual  results  or
developments  will conform with the Company's  expectations  and  predictions is
subject  to a number of risks and  uncertainties,  general  economic  market and
business  conditions;  the business  opportunities (or lack thereof) that may be
presented  to and pursued by the  Company;  changes in laws or  regulation;  and
other   factors,   most  of  which  are  beyond  the  control  of  the  Company.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary  statements and there can be no assurance that the
actual results or  developments  anticipated by the Company will be realized or,
even if substantially  realized, that they will have the expected consequence to
or effects on the Company or its business or operations.

PART II

Item 1. Legal Proceedings.

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

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

Item 2.Changes in Securities and Use of Proceeds

         None

Item 3.Defaults in Senior Securities

         None

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

     No matter was submitted during the quarter ending January 31, 2002, covered
by this report to a vote of the Company's shareholders, through the solicitation
of proxies or otherwise.

Item 5. Other Information

         None

Item 6. Exhibits and Reports on Form 8-K



<PAGE>



(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.
</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.
</TABLE>


<PAGE>


<TABLE>
<S>      <C>      <C>
10.18    [10]     Purchaser's Warrant in the name of EIG Capital Investments, Ltd. dated November
                  9, 2000.

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

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

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

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

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

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

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

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

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

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

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

10.30    *        Consulting Agreement between the Company and Anako Enterprises, Inc. dated
                  October 20, 2001.

16.1     [4]      Letter on change of certifying accountant.

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

23.1     [6]      Consent of KPMG, LLP.

23.2     [6]      Consent of Mintmire & Associates (contained  in  the opinion filed as Exhibit 5.1).
</TABLE>



<PAGE>


<TABLE>
<S>      <C>      <C>
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>


[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.



<PAGE>



[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)

March 25, 2002                  /s/ Ronald Terry Cooke
                                ---------------------------------
                                Ronald Terry Cooke
                                Chairman and President

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

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

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

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