-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WYF2EXFVJKWPVZaTzRWHPD2aXxesf2i8I8mq8+NROkwCPj3cvONnKNGeS0E2d8ek 7jrTcJjes3UVK32vCuacqw== 0001144204-04-022966.txt : 20041229 0001144204-04-022966.hdr.sgml : 20041229 20041228194809 ACCESSION NUMBER: 0001144204-04-022966 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041229 DATE AS OF CHANGE: 20041228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IN STORE MEDIA SYSTEMS INC CENTRAL INDEX KEY: 0001012316 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 841249735 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28515 FILM NUMBER: 041229396 BUSINESS ADDRESS: STREET 1: 15423 EAST BATAVIA DR CITY: AURORA STATE: CO ZIP: 80011 BUSINESS PHONE: 3033646550 MAIL ADDRESS: STREET 1: 15423 EAST BATAVIA DR CITY: AURORA STATE: CO ZIP: 80011 8-K 1 v010463.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 _____________________ FORM 8-K _____________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): November 1, 2004 IN STORE MEDIA SYSTEMS, INC. ---------------------------- (Exact name of registrant as specified in its charter) NEVADA ------ (State or other jurisdiction of incorporation or organization) 000-28515 84-1249735 --------- ---------- (Commission File Number) (IRS Employer Identification No.) The Gardens on El Paseo 73595 El Paseo Suite2204 Palm Desert, CA 92261 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (760) 674-9696 Item 8.01 Other Events and Regulation FD Disclosure. The Company has been unable to complete and file its most recent quarterly reports on Form 10-QSB and Annual Reports on Form 10-KSB as a result of its bankruptcy filing in November 2002. The Company is electing to voluntarily file the monthly reports delivered to the Bankruptcy Trustee , including monthly financial statements. These financial statements are not audited and have not been reviewed or compiled by independent auditors, and therefore may not be prepared in accordance with generally accepted accounting principles. However, the management of the Company believes that the financial statements accurately reflect the financial condition of the Company. Item 9.01 Financial Statements and Exhibits. 99.1 Monthly Financial Report to the U.S. Trustee for the Period: November 1, 2004 to November 30, 2004 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 27, 2004 IN STORE MEDIA SYSTEMS, INC. By: /s/ Eric Spangenberg ------------------------- Chief Executive Officer EXHIBIT INDEX Exhibit Number Description - -------------------------------------------------------------------------------- 99.1 Monthly Financial Report to U.S. Trustee for the Period: November 1, 2004 to November 30, 2004 - -------------------------------------------------------------------------------- EX-99.1 2 v010463_ex99-1.txt DEBTOR: In Store Media Systems, Inc. MONTHLY FINANCIAL REPORT CHAPTER 11 CASE NUMBER: 02-28289 MER For Period: November 1, 2004 to November 30, 2004 COVER SHEET Accounting Method Used: [X] Accrual Basis [ ] Cash Basis - -------------------------------------------------------------------------------- THIS REPORT IS DUE 15 DAYS AFTER THE END OF THE MONTH Mark One Box for Each Debtor must attach each of the following Required Document reports/documents unless the U.S. Trustee has waived the requirement in writing. File the original with the Clerk of Court. Submit a duplicate, with original signature, to the U.S. Trustee.
- ------------------- -------------- ------------------------------------------------------ Report/Document Previously Attached Waived REQUIRED REPORTS/DOCUMENTS - ------------------- -------------- ------------------------------------------------------ [X] [ ] Cash Receipts and Disbursements Statement (Form 2-B) [X] [ ] Supporting Schedules (Form 2-C) [X] [ ] Balance Sheet (Form 2-D) [X] [ ] Profit and Loss (Form 2-E) [X] [ ] Quarterly Fee Summary (Form 2-F) [X] [ ] Narrative (Form 2-G) [X] [ ] Bank Statements for All Bank Accounts [X] [ ] Bank Statement Reconciliations for All Bank Accounts - ------------------- -------------- ------------------------------------------------------
I declare under penalty of perjury that the following Monthly Financial Report, and any attachments thereto, are true and correct to the best of my knowledge and belief. Executed on: December 15, 2004 Debtor(s): In Store Media Systems, Inc. By: /s/ William P. Stelt Position: Chief Financial Officer (Acting) Form 2-A Rev 10/01/01 DEBTOR: In Store Media Systems, Inc. CASE NO. 02-28289 MER CASH RECEIPTS AND DISBURSEMENTS STATEMENT As of November 30, 2004 CASH RECONCILIATION 1. Beginning Cash Balance (Ending Cash Balance from last month's report) $ 7,783.29 2. Cash Receipts (From Cash Receipts Journal on next page) $ 1,991.04 3. Cash Disbursements (From Cash Disbursements Journal on next page) $ 1,514.66 4. Net Cash Flow (Line 2 minus Line 3) $ 476.38 5. Ending Cash Balance (To Form 2-D) $ 8,259.67 ==========
CASH SUMMARY - ENDING BALANCE Amount Financial Institution Petty Cash $0.00 Regular Checking - New DIP $0.00 Regular Checking - Old DIP $0.00 Wells Fargo New DIP Checking $ 8,259.67 Wells Fargo Regular Checking - Payroll $0.00 Wells Fargo Short-Term Investments $0.00 Wells Fargo TOTAL (Must agree with line 5 above) $ 8,259.67 ============== Form 2-B Rev 10/01/01 In Store Media Systems, Inc. CASE NO. 02-28289 MER CASH RECEIPTS AND DISBURSEMENTS STATEMENT For Period November 1 to November 30, 2004 CASH RECEIPTS JOURNAL Date Description (Source) Amount - ---- -------------------- ------ Operating Account Activity 11/22/04 Accordia Ins. Agency D&O Refund $1,991.04 Total Operating Account Activity (Receipts) $1,991.04 Payroll Account Activity Total Payroll Account Activity (Receipts) $0.00 Total Cash Receipts (to line 2 of Cash Reconciliation) $1,991.04 CASH DISBURSEMENTS JOURNAL Date Ck Nos. Payee Description (Purpose) Amount - ---- ------- ----- -------------------- ------ Operating Account Activity 11/05/04 BK Debit Wells Fargo Bank Service Charges $10.01 11/15/04 2098 Vintage Filings LLC Filing Fee for 8K $266.00 11/15/04 2099 Corporate Stock Transfer Transfer Agent Fees $75.00 11/15/04 2100 Don Uhl Exp Reimbursement $65.00 11/15/04 2101 Mini U Storage Rent $85.00 11/15/04 2102 William P. Stelt Contract Labor/Exp Reimb $1,013.65 Total Operating Account Activity (Disbursements) $1,514.66 Other Account Activity Total Other Account Activity $0.00 Total Cash Disbursements (to line 3 of Cash Reconciliation) $1,514.66 =========== Less: Intra Company Disbursements Net Disbursements (to Schedule 2 F) $1,514.66 =========== Form 2-B Rev 10/01/01 DEBTOR: In Store Media Systems, Inc. CASE NO. 02-28289 MER SUPPORTING SCHEDULES For Period November 1 to November 30, 2004 POST-PETITION TAXES PAYABLE SCHEDULE The Debtor pays all taxes at the time of payroll processing to its Payroll Service (Wells Fargo Express Pay). Payments are made by ACH transfer the day before the payroll is due. Debtor pays payroll on the 15th and End of Month therefore at the end of each month, the debtor has paid all payroll taxes due to the Payroll Service.
Beg Balance* Additions Pmts/Deposits Date Paid Check No. End Balance ------------ --------- ------------- --------- --------- ----------- Income Tax Withheld Federal $0.00 $0.00 State $0.00 $0.00 FICA Tax Withheld (SS & Medicare) $0.00 $0.00 Employer's FICA Tax (SS & Medicare) $0.00 $0.00 Unemployment Tax: Federal $0.00 $0.00 State $0.00 $0.00 Sales,Use & Excise Taxes $0.00 $0.00 Property Taxes $0.00 $0.00 Accrued Income Tax: Federal $0.00 $0.00 State $0.00 $0.00 Other: $0.00 $0.00 TOTALS (Post Petition End Bal to Form 2-D) $0.00 $0.00 $0.00 $0.00
* For first report, Beginning Balance will be $0; thereafter, Beginning Balance will be Ending Balance from prior report. INSURANCE SCHEDULE
Carrier/Agent Amt of Coverag ePolicy Exp Date Prem Paid Date - ------------------ -------- ----------------------------------- -------------- None Required
Form 2-C Rev 10/01/01 DEBTOR: In Store Media Systems, Inc. CASE NO. 02-28289 MER SUPPORTING SCHEDULES For Period November 1 to November 30, 2004 ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
Due Post Petition Accounts Rec Accounts Payable Under 30 Days $0.00 $ 1,392.33 30 to 60 Days $0.00 $ 1,094.53 61 to 90 Days $0.00 $ 475.23 91 to 120 Days $0.00 $ 35,636.37 Over 120 Days Total Post Petition $0.00 xxxxxxxxxxxxxxxxx Pre Petition Amts $0.00 xxxxxxxxxxxxxxxxx Total Accounts Receivable $0.00 xxxxxxxxxxxxxxxxx Less: Bad Debt Reserve $0.00 xxxxxxxxxxxxxxxxx Net Accounts Receivable (To Form 2-D) $0.00 xxxxxxxxxxxxxxxxx Total Post Petition Accounts Payable $ 38,598.46
(To Form 2-D) SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS
Date of Estimated Amt Paid Court Approval Balance Due* -------- -------------- ------------ Debtor's Counsel $35,000.00 Pre-Petition Retainer $24,163.73 (Included in A/P) Counsel for Unsecured Creditors' Com $0.00 Trustee's Counsel $0.00 Accountant $0.00 Other: Debtor's Corporate Counsel $25,000.00 Pre-Petition Retainer $14,434.73 (Included in A/P) Brownstein, Hyatt and Farber $206,831.09 (Accrued not in A/P)
*Balance due to include fees and expenses incurred but not yet paid. SCHEDULE OF PAYMENTS AND TRANSFERS TO PRINCIPALS/EXECUTIVES** Payee Name Position Nature of Payment Amount ---------- -------- --------------------- ------ Don Uhl Expense Reimbursement $65.00 **List payments and transfers of any kind and in any form made to or for the benefit of any proprietor, owner, partner, shareholder, officer or director. Form 2-C Rev 10/01/01 DEBTOR: In Store Media Systems, Inc. CASE NO. 02-28289 EEB
BALANCE SHEET - As of November 30, 2004 ASSETS Current Assets: Cash (From Form 2-B, line 5) $ 8,259.67 Accounts Receivable $0.00 Inventory $0.00 Other Current Assets: $ 52,052,24 ----------- Total Current Assets $ 60,311.91 ----------- Fixed Assests: Land $0.00 Leasehold Improvements $0.00 Equipment, Furn & Fixtures $0.00 Total Fixed Assets $0.00 Less: Accumulated Depreciation $0.00 Net Fixed Assets $0.00 ----- Other Long Term Assets: Debt Issuance Costs $0.00 Patents (Net of Amortization) $80,491.33 $ 80,491.33 TOTAL ASSETS $140,803.24 ================== LIABILITIES Liabilities Not Subject to Compromise Current Liabilities Accounts Payable (from Form 2E) $651,100.27 Less: Pre-Petition $612,501.81 $ 38,598.46 Accrued Fees & Expenses $223,038.75 Accrued Interest Payable $ 66,507.80 AFG II Secured DIP Credit Facility $ 70,000.00 Secured AFG Note $100,000.00 Total Post Petition Liabilities $498,145.01 Liabilities Subject to Compromise Pre-Petition Liabilities: Unsecured Debt $2,217,184.96 Total Pre-Petition Liabilities $2,217,184.96 TOTAL LIABILITIES $2,715,329.97 ============== OWNERS' EQUITY Capital Stock $88,126.14 Paid-In Capital $21,354,720.30 Preferred Stock $500,000.00 Preferred Stock Dividends ($86,055.56) Stock Subscriptions $325,000.00 Treasury Stock ($563,750.00) Retained Earnings: Pre-Petition ($21,029,172.64) Pre- Petition Net Income (1/1-11/11/02) ($2,029,145.51) Post Petition Net Income (11/12/02-11/30/04) ($1,134,249.46) TOTAL OWNERS' EQUITY ($2,574,526.73) TOTAL LIABILITIES AND OWNERS' EQUITY $140,803.24 ==================
Form 2-D Rev 10/01/01 DEBTOR: In Store Media Systems, Inc. CASE NO. 02-28289 MER PROFIT AND LOSS STATEMENT For Period November 1 to November 30, 2004
Gross Operating Revenue $0.00 Less: Discounts, Returns and Allowances $0.00 Net Operating Revenues $0.00 Cost of Goods Sold $0.00 Gross Profit $0.00 Operating Expenses: Salaries and Wages $0.00 Rents and Leases $85.00 Payroll Taxes $0.00 Advertising & Promotion $0.00 Auto Expense $0.00 Bank Charges $10.01 Contract Labor $1,000.00 Computer Repairs & Maintenance $0.00 Employee Incentives/Med Benefits $0.00 Equipment Rentals $0.00 Insurance Expense $(1,991.04) Lender Expenses $0.00 Licenses & Fees $42.22 Miscellaneous and Other $0.00 Office Funishings & Supplies/Printing $78.65 Payroll Service $0.00 Press Releases $0.00 Regulatory Compliance Exp (SEC, etc.) $266.00 Sales and Property Taxes $0.00 Telephone/Fax/Internet $0.00 Transfer Agent Fees $75.00 Trash Removal & Utilities $0.00 Travel and Entertainment $0.00 Total Operating Expenses $(434.16) Operating Income (Loss) 434.16 Legal and Professional Fees $0.00 Depreciation, Depletion and Amortization $700.00 Interest Expense $3,899.01 Net Operating Income (Loss) ($4,164.85) Reorganization Items: Legal and Professional Fees $0.00 Net Loss before Other Items & Taxes $4,164.85 Non-Operating Income and Expenses Other Non-Operating (Expenses) $0.00 Gains (Losses) on Sale of Assets $0.00 Interest Income $0.00 Other Non-Operating Income $0.00 Net Non-Operating Income or (Expenses) $0.00 Net Income (Loss) Before Income Taxes ($4,164.85) Federal and State Income Tax Expense (Benefit) $0.00 NET INCOME (LOSS) ($4,164.85) ==================
Form 2-E Rev 10/01/01 DEBTOR: In Store Media Systems, Inc. CASE NO. 02-28289 MER Quarterly Fee Summary (1) Month Ended November 30, 2004
Month Cash Disbursements (2) Quarterly Fee Due Check No. Date - ----- ---------------------- ----------------- --------- ---- January $1,692.35 February $1,447.47 March $1,493.50 Total 1st Qtr $4,633.32 $250.00 2065 4/16/2004 April $1,776.66 May $3,227.93 June $1,426.92 Total 2nd Qtr $6,431.51 $250.00 2076 7/15/2004 July $1,812.56 August $1,528.09 September $1,402.14 Total 3rd Qtr $4,742.79 $250.00 2091 10/15/2004 October $2,518.59 November $1,514.66 December $0.00 Total 4th Qtr $4,033.25 $0.00
(1) This summary is to reflect the current calendar year's information cumulative to the end of the reporting period. (2) Should agree with line 3, Form 2-B. Disbursements are net of transfers to other debtor in possession bank accounts. Form 2-F Rev 10/01/01 DEBTOR: In Store Media Systems, Inc. CASE NO: 02-28289 MER NARRATIVE For Period November 1 to November 30, 2004 1. The Debtor has submitted an amended disclosure statement and plan of reorganization and is awaiting the determination of the Bankruptcy Court as to the adequacy of the Debtor's amended plan of reorganization. The Debtor anticipates a hearing and confirmation of its plan in early 2005. 2. The Debtor is still undergoing audit for 2002, 2003 and 2004 and upon completion of that work, will file appropriate 10K and 10Q reports with the Securities and Exchange Commission. Form 2-G Rev 10/01/01 In Store Media Systems, Inc. Bank Reconciliation Worksheet Month of: November 2004 New Operating CIP Acct # 823-6331735 Acct # 1 Balance per Bank 9,764.32 Add: Deposit in Transit 0.00 Loss: Checks Outstanding Vintage Filings 2098 $266.00 Corp STK TRFR 2099 75.00 D. UHL 2100 65.00 Mini 4 Storage 2101 85.00 W. Stelt 2102 $1,013.65 Balance per Books $8,259.67 -----END PRIVACY-ENHANCED MESSAGE-----