4/A 1 pimi-rtc4a.txt AMENDMENT TO STATEMENT OF CHANGES FORM 4 OMB Approval OMB Number 3235-0362 Expires: February 1, 1994 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 __ Check if no longer subject to Section 16, Form 4 or Form 5, Obligation may continue. (See Instructions) 1. Name and Address of Reporting Person: Cooke, Ronald Terry 181 Whitehall Drive Markham, Ontario Canada L3R 9T1 2. Issuer Name and Ticker or Trading Symbol: Power Interactive Media, Inc. "PIAM" 3. IRS or SSN of Reporting Person (Voluntary): 4. Statement for Month/Year: 06/2001 5. If Amendment, Date of Original: 6/26/01 & 7/9/01 6. Relation of Reporting Person to Issuer X Director: Chairman X 10% owner X Officer (Title): President _ Other (Specify) X Filed by One Reporting Person. _ Filed by more than One Reporting Person.

TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED 1. Title of Security: common stock common stock common stock 2. Transaction Date: 6/14/01 06/2001 3. Transaction Code J S 4. Securities Acquired (A) or Disposed (D): N/A 79,451 Amount: A or D: D Price: 5. Amount of Securities Beneficially owned at end 541,700(1) 1,103,146 40,549(2) of Month: 6. Ownership Form: Direct (D) or Indirect (I): D I I 7. Nature of Indirect Beneficial Ownership: N/A Cooke Team Power Enterprises, Inc. Enterprises, Inc.

*If the form is filed by more than one Reporting Person, see instruction 5(b)(v) Reminder: Report on a separate Line for each class of securities beneficially owned directly or indirectly. FORM 4 (continued) TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED 1. Title of Derivative Security: Option Option Option 2. Date Exercisable and Expiration Date: 7/1/01, 7/1/06 7/1/02, 7/1/07 7/1/03, 7/1/08 3. Title and Amount of Underlying Securities: 100,000 shares 100,000 shares 100,000 shares common stock common stock common stock 4. Conversion or Exercise Price of Derivative $1.00 $1.00 $1.00 Securities: 5. Ownership of Derivative Securities; Direct (D) or Indirect (I): D D D 6. Nature of Indirect Beneficial Ownership: N/A N/A N/A

TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED 1. Title of Derivative Security: Option Option 2. Date Exercisable and Expiration Date: 7/1/04, 7/1/09 7/1/05, 7/1/10 3. Title and Amount of Underlying Securities: 100,000 shares 100,000 shares common stock common stock 4. Conversion or Exercise Price of Derivative $1.00 $1.00 Securities: 5. Ownership of Derivative Securities; Direct (D) or Indirect (I): D D 6. Nature of Indirect Beneficial Ownership: N/A N/A

EXPLANATION OF RESPONSES: (1) Ronald Terry Cooke pledged 200,000 shares of the Company's restricted common stock owned by him to Winburn E. Stewart, Jr. to secure a Company debt in the amount of $100,000. (2) Team Power Enterprises, Inc., of which Ronald Terry Cooke is a beneficial owner, sold 79,451 shares in the month of June 2001 in the open market. /s/ Ronald Terry Cooke ------------------------------------ Ronald Terry Cooke **Signature of Reporting Person **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See Sections 18 U.S.C. 1001, 15 U.S.C. 78ff(a).

POWER INTERACTIVE MEDIA INC 4/A