UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): June 1, 2003
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
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(Commission File Number) (IRS Employer Identification No.)
15423 EAST BATAVIA DRIVE
AURORA, COLORADO 80011
- ---------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 364-6550
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Item 5. 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 required to be filed with the U.S. Trustee
pursuant to the U.S. Bankruptcy Code, including monthly financial statements.
These financial statements are not audited and have not been reviewed or
compiled by independent auditors, and therefore are 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 7. Financial Statements and Exhibits.
99.1 Monthly Financial Report to the U.S. Trustee for the period
May 1, 2003 to May 31, 2003.
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: July 7, 2003
IN STORE MEDIA SYSTEMS, INC.
By: /s/DONALD P. UHL
----------------
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
- --------------------------------------------------------------------------------
99.1 Monthly Financial Report to U.S. Trustee for the period May 1, 2003 to
May 31, 2003
- --------------------------------------------------------------------------------
DEBTOR: IN STORE MEDIA SYSTEMS, INC. MONTHLY FINANCIAL REPORT
CHAPTER 11
================================================================================
CASE NUMBER: 02-28289 EEB
For Period: May 1 to May 31, 2003
COVER SHEET
-----------
Accounting Method Used: [ X ] Accrual Basis [ ] Cash Basis
- --------------------------------------------------------------------------------
THIS REPORT IS DUE 15 DAYS AFTER THE END OF THE MONTH
-----------------------------------------------------
Debtor must attach each of the following reports/documents unless the U.S.
Trustee has waived the requirement in writing. File the original with the
Mark One Box for Each Clerk of Court. Submit a duplicate, with original signature, to the U.S.
Required Document Trustee.
- ----------------------- -------------- ------------------------------------------------------------------------------
Report/Document Previously REQUIRED REPORTS/DOCUMENTS
Attached Waived
- ----------------------- -------------- ------------------------------------------------------------------------------
[ X ] [ ] Cash Receipts and Disbursements Statement (Form2-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: June 11, 2003 Debtor(s): In Store Media Systems, Inc.
By:
Position: Chief Financial Officer (Acting)
FORM 2-A
Rev. 10/01/01
DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO: 02-28289 EEB
---------------------------- -------------
NARRATIVE
---------
FOR PERIOD MAY 1 TO MAY 31, 2003
1. THE DEBTOR HAS BEGUN FINAL TERM SHEET NEGOTIATIONS WITH ACCLAIM
FINANCIAL GROUP. THE DEBTOR HAS DECIDED TO TERMINATE THE PREVIOUSLY
DISCUSSED CANADIAN RELATIONSHIP. THE DEBTOR IS ESTABLISHING AN INTERIM
"DIP" LOAN AND EQUITY FUNDING AND WILL BE REQUESTING COURT APPROVAL IN
JUNE.
2. THE DEBTOR CONTINUES TO PROCESS THROUGH ITS LEGAL COUNSEL, ITS
LITIGATION AGAINST LET'S GO SHOPPING ET AL.
3. IN THE MAY, THE DEBTOR RECEIVED A SHORT-TERM LOAN FROM A DIRECTOR TO
SUPPORT COMPANY ACTIVITY UNTIL SUCH TIME AS AN INTERIM FUNDING PROGRAM
CAN BE IMPLEMENTED.
4. THERE IS A HEARING SCHEDULED FOR EARLY JUNE TO CONVERT THE DEBTOR FROM
A CHAPTER 11 TO A CHAPTER 7. THE DEBTOR WILL BE PREPARED TO PRESENT
EVIDENCE AND WITNESSES TO PROPERLY SUPPORT ITS POSITION THAT IT SHOULD
NOT BE CONVERTED. (THE DEBTOR WAS SUCCESSFUL AT THE HEARING AND THE
CONVERSION MOTION WAS DISMISSED.)
DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 EEB
------------------------------------ ---------------------
CASH RECEIPTS AND DISBURSEMENTS STATEMENT
AS OF MAY 31, 2003
CASH RECONCILIATION
1. Beginning Cash Balance (Ending Cash $1,311.03
Balance
from last month's report)
2. Cash Receipts (From Cash Receipts $3,000.00
Journal
on next page)
3. Cash Disbursements (From Cash $2,289.03
Disbursements
Journal on next page)
4. Net Cash Flow (Line 2 minus Line 3) $710.97
5. Ending Cash Balance (To Form 2-D) $2,022.00
================
CASH SUMMARY - ENDING BALANCE
AMOUNT FINANCIAL
INSTITUTION
Petty Cash $0.00
Regular Checking - Operating $1,746.95 Wells Fargo
Regular Checking - Payroll $275.05 Wells Fargo
Short-Term Investments $0.00 Wells Fargo
TOTAL (Must agree with line 5 above) $2,022.00
============
CASH RECEIPTS
AND
DISBURSEMENTS
STATEMENT
FOR PERIOD MAY
1 TO MAY 31,
2003
CASH RECEIPTS
JOURNAL
DATE DESCRIPTION (SOURCE) AMOUNT
---- -------------------- ------
OPERATING
ACCOUNT
ACTIVITY
05/16/03 Director Loan $3,000.00
TOTAL
OPERATING
ACCOUNT
ACTIVITY
(RECEIPTS) $3,000.00
PAYROLL
ACCOUNT
ACTIVITY
TOTAL PAYROLL
ACCOUNT
ACTIVITY
(RECEIPTS) $0.00
Total Cash Receipts (to line 2 of
Cash Reconciliation) $3,000.00
CASH
DISBURSEMENTS
JOURNAL
DATE CK NOS. PAYEE DESCRIPTION (PURPOSE) AMOUNT
---- ------- ----- --------------------- ------
OPERATING
ACCOUNT
ACTIVITY
05/05/03 Bk Debit Wells Fargo Bank Service Charges $19.01
05/15/03 18083 Freund Investments Rent $500.00
05/15/03 18084 Kelly McGrew Contract Labor $200.00
05/15/03 18085 William P. Stelt Contract Labor $100.00
05/27/03 18086 Allegiance Telecom Telephone $296.40
05/27/03 18087 Corporate Stock Transfer Transfer Agent $79.42
05/27/03 18088 Inter-Tel Telephone System Lease $389.41
05/27/03 18089 Univance Telephone $124.77
05/27/03 18090 Xcel Energy Utilities $478.17
05/27/03 18091 id Communications Internet $92.85
TOTAL $2,280.03
OPERATING
ACCOUNT
ACTIVITY
(DISBURSEMENTS)
PAYROLL
ACCOUNT
ACTIVITY
05/06/03 Bk Debit Wells Fargo Bank Service Charge $9.00
TOTAL PAYROLL
ACCOUNT
ACTIVITY $9.00
Total Cash Disbursements (to
line 3 of Cash Reconciliation) $2,289.03
========================
Less: Intra Company Disbursements $0.00
Net Disbursements (to Schedule 2 F) $2,289.03
========================
DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 EEB
------------------------------------ ---------------------
SUPPORTING SCHEDULES
FOR PERIOD MAY 1 TO MAY 31, 2003
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 COVERAGE POLICY EXP DATE PREM PAID DATE
Cancelled as of
Workers' Compensation Hartford 1/1/03 No Employees
General Liability Accordia Wells Fargo $1,000,000.00 12/31/03
Property Accordia Wells Fargo $20,000.00 12/31/03
Vehicle N/A N/A N/A N/A
Other
DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 EEB
------------------------------------ ---------------------
SUPPORTING SCHEDULES
FOR PERIOD MAY 1 TO MAY 31, 2003
ACCOUNTS RECEIVABLE AND POST PETITION
-------------------------------------
PAYABLE AGING
-------------
POST PETITION
DUE ACCOUNTS REC ACCOUNTS PAYABLE
Under 30 Days $0.00 $9,607.91
30 to 60 Days $0.00 $4,771.87
61 to 90 Days $0.00 $1,869.36
91 to 120 Days $0.00 $964.87
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 $17,214.01
(To Form 2-D)
SCHEDULE OF PAYMENTS TO ATTORNEYS AND
-------------------------------------
OTHER PROFESSIONALS
-------------------
DATE OF ESTIMATED
AMT PAID COURT APPROVAL BALANCE DUE*
Debtor's Counsel $25,000.00 Pre-Petition Retainer $7,484.98
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 $8,595.95
*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
**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.
DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 EEB
------------------------------------ ---------------------
BALANCE SHEET - AS OF MAY 31, 2003
ASSETS
Current Assets:
Cash (From Form 2-B, line 5) $2,022.00
Accounts Receivable $0.00
Inventory $0.00
Other Current Assets: $118,032.00
-----------
Total
Current
Assets $120,054.00
-----------
Fixed Assests:
Land $0.00
Leasehold Improvements $55,228.28
Equipment, Furn & Fixtures $256,971.82
Total
Fixed
Assets $312,200.10
Less: Accumulated Depreciation ($183,370.00)
Net
Fixed
Assets $128,830.10
-----------
Other Long Term Assets:
Debt Issuance Costs $162,500.07
Patents (Net of Amortization) $93,247.12
$255,747.19
-----------
TOTAL
ASSETS $504,631.29
====================
LIABILITIES
Post Petition Liabilities
Accounts Payable (from Form 2E) $605,923.91
Less: Pre-Petition $588,709.90 $17,214.01
-----------
Accrued Fees & Expenses $14,466.66
Accrued Interest Payable $10,433.51
Accrued Wages - Officers $0.00
Loans & Notes Payable to Directors $21,800.00
Total Post Petition Liabilities $63,914.18
Pre-Petition Liabilities:
Priority Claims
Secured Debt $403,950.22
Unsecured Debt $1,751,038.57
Total Pre-Petition Liabilities $2,154,988.79
TOTAL
LIABILITIES $2,218,902.97
====================
OWNERS' EQUITY
Capital Stock $87,826.14
Paid-In Capital $21,312,720.30
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 ($21,029,172.61)
Pre- Petition Net Income
(1/1-11/11/02) ($1,986,496.80)
Post Petition Net Income
(11/12/02-05/31/03) ($274,343.15)
TOTAL OWNERS' EQUITY ($1,714,271.68)
TOTAL LIABILITIES AND OWNERS'
EQUITY $504,631.29
====================
DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 EEB
------------------------------------ ---------------------
PROFIT AND LOSS STATEMENT
FOR PERIOD MAY 1 TO MAY 31, 2003
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 $500.00
Payroll Taxes $0.00
Advertising & Promotion $0.00
Auto Expense $0.00
Bank Charges $28.01
Contract Labor $4,100.00
Computer Repairs & Maintenance $0.00
Employee Incentives/Med Benefits $0.00
Equipment Rentals $0.00
Insurance Expense $0.00
Licenses & Fees $0.00
Miscellaneous and Other $0.00
Office Funishings & Supplies $10.98
Payroll Service $0.00
Press Releases $0.00
Regulatory Compliance Exp (SEC,
etc.) $0.00
Sales and Property Taxes $0.00
Telephone $527.63
Transfer Agent Fees $112.73
Trash Removal & Utilities $478.12
Travel and Entertainment $0.00
Total Operating Expenses $5,757.47
Operating Income (Loss) ($5,757.47)
Legal and Professional Fees $8,631.01
Depreciation, Depletion and Amortization $3,700.00
Interest Expense $12,513.94
Net Operating Income (Loss) ($30,602.42)
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 ($30,602.42)
Federal and State Income Tax Expense
(Benefit) $0.00
NET INCOME (LOSS) ($30,602.42)
=====================
DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 EEB
------------------------------------ ---------------------
QUARTERLY FEE
SUMMARY (1)
MONTH ENDED MAY
31, 2003
MONTH CASH DISBURSEMENTS (2) QUARTERLY FEE DUE CHECK NO. DATE
----- ---------------------- ----------------- --------- ----
January $5,287.50
February $2,346.87
March $11,074.27
Total 1st Qtr $18,708.64 $500.00 18076 4/24/03
April $8,157.65
May $2,289.03
June $0.00
Total 2nd Qtr $10,446.68 $0.00
July $0.00
August $0.00
September $0.00
Total 3rd Qtr $0.00 $0.00
October $0.00
November $0.00
December $0.00
Total 4th Qtr $0.00 $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.