DEBTOR: In Store Media Systems, Inc.                 MONTHLY FINANCIAL REPORT
                                                             CHAPTER 11

CASE NUMBER: 02-28289 EEB

For Period: October 1, 2003 to October 31, 2003



                                   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: November 11, 2003        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 EEB


                        CASH RECEIPTS AND DISBURSEMENTS STATEMENT

         AS OF OCTOBER 31, 2003

           CASH RECONCILIATION

1.  Beginning  Cash Balance  (Ending Cash Balance                    $19,808.14
    from last month's report)

2.  Cash Receipts (From Cash Receipts Journal                             $0.00
    on next page)

3.  Cash Disbursements (From Cash Disbursements                       $7,751.96
    Journal on next page)

4.  Net Cash Flow (Line 2 minus Line 3)                              ($7,751.96)

5.  Ending Cash Balance (To Form 2-D)                                $12,056.18
                                                            ====================


                                           CASH SUMMARY - ENDING BALANCE



                                                     AMOUNT            FINANCIAL INSTITUTION
                                                                
Petty Cash                                                  $0.00
Regular Checking - New DIP                              $8,707.70
Regular Checking - Old DIP                                  $0.00      Wells Fargo
New DIP Checking                                        $3,348.48      Wells Fargo
Regular Checking - Payroll                                  $0.00      Wells Fargo
Short-Term Investments                                      $0.00      Wells Fargo

TOTAL (Must agree with line 5 above)                   $12,056.18
                  -----------                 =========================




                                                                        Form 2-B
                                                                          Page 1
                                                                 Revised 10/1/01




                    CASH RECEIPTS AND DISBURSEMENTS STATEMENT

                    FOR PERIOD OCTOBER 1 TO OCTOBER 31, 2003

                              CASH RECEIPTS JOURNAL



DATE                                DESCRIPTION (SOURCE)                                                   AMOUNT
- ----                                --------------------                                                   ------
                                                                                                     
Operating Account Activity

TOTAL OPERATING ACCOUNT ACTIVITY (RECEIPTS)                                                                          $0.00

PAYROLL ACCOUNT ACTIVITY

TOTAL PAYROLL ACCOUNT ACTIVITY (RECEIPTS)                                                                            $0.00
                            Total Cash Receipts (to line 2 of
                            Cash Reconciliation)                                                                     $0.00


                   CASH DISBURSEMENTS JOURNAL



DATE              CK NOS.   PAYEE                                     DESCRIPTION (PURPOSE)                AMOUNT
- ----              -------   -----                                     ---------------------                ------
OPERATING ACCOUNT ACTIVITY
                                                                                                   
       10/01/03        2022 Kelly McGrew                         Contract Labor (Oct)                            $1,500.00
       10/06/03 Bk Debit    Wells Fargo Bank                     Bank Service Charges                               $10.08
       10/13/03        2023 Vintage Filings LLC                  SEC Filing Fees                                   $369.00
       10/13/03        2024 Void                                                                                     $0.00
       10/13/03        2025 Xcel Energy                          Utilities                                         $167.13
       10/13/03        2026 Corporate Stock Transfer             Stock Transfer Fees                                $75.42
       10/13/03        2027 Lindquist & Vennum                   Lender Expenses                                 $2,535.70
       10/13/03        2028 Mini U Storage                       Storage                                            $85.00
       10/13/03        2029 Void                                                                                     $0.00
       10/13/03        2030 United States Trustee                Trustee Fees                                      $500.00
       10/13/03        2031 William Stelt                        Contract Labor                                  $1,000.00
       10/13/03        2032 Kelly McGrew                         Contract Labor (Nov)                            $1,500.00
TOTAL OPERATING ACCOUNT ACTIVITY (DISBURSEMENTS)                                                                 $7,742.33

OTHER ACCOUNT ACTIVITY
       10/06/03 Bk Debit    Wells Fargo Bank                     Bank Service Charge                                 $9.63

TOTAL OTHER ACCOUNT ACTIVITY                                                                                         $9.63

                            Total Cash Disbursements (to
                            line 3 of Cash Reconciliation)                                                       $7,751.96
                                                                                                  =========================

                            Less: Intra Company Disbursements                                                        $0.00

                            Net Disbursements (to Schedule 2 F)                                                  $7,751.96
                                                                                                  =========================


                                                                        Form 2-B
                                                                          Page 1
                                                                 Revised 10/1/01



DEBTOR: IN STORE MEDIA SYSTEMS, INC.                          CASE NO.  02-28289


                              SUPPORTING SCHEDULES

                    FOR PERIOD OCTOBER 1 TO OCTOBER 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 CoveragePolicy Exp Date      Prem Paid Date
                                                                                        
Workers' Compensation              Hartford               Cancelled as of 1/1/03 No Employees

General Liability                  Accordia Wells Fargo    $1,000,000.00                        12/31/03
Property                           Accordia Wells Fargo       $20,000.00      CANCELLED 8/31/03

Vehicle                            N/A                    N/A            N/A            N/A

Other




                                                                        Form 2-C
                                                                     Page 1 of 2
                                                                 Revised 10/1/01




DEBTOR: IN STORE MEDIA SYSTEMS, INC.                      CASE NO.  02-28289 EEB
- ------------------------------------                      --------  ------------


                              SUPPORTING SCHEDULES

                    FOR PERIOD OCTOBER 1 TO OCTOBER 31, 2003

               ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING
               ---------------------------------------------------




Due                                                                                POST PETITION
                                                 ACCOUNTS REC                     ACCOUNTS PAYABLE
                                                                           
Under 30 Days                                              $0.00                         $ 1,433.17
30 to 60 Days                                              $0.00                         $    41.07
61 to 90 Days                                              $0.00                         $11,731.50
91 to 120 Days                                             $0.00                         $28,410.16
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                                                     $41,615.90
(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   $23,158.76 (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   $18,457.14 (Included 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






**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
                                                                     Page 2 of 2
                                                                 Revised 10/1/01





DEBTOR: IN STORE MEDIA SYSTEMS, INC.                      CASE NO.  02-28289 EEB


                     BALANCE SHEET - AS OF OCTOBER 31, 2003




                 ASSETS

                                                                                  
Current Assets:
     Cash (From Form 2-B, line 5)                                        $12,056.18
     Accounts Receivable                                                      $0.00
     Inventory                                                                $0.00
     Other Current Assets:                                              $119,532.00
                                                                        -----------

                                         Total Current Assets                            $131,588.18
                                                                                         -----------

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)                                         $89,747.12
                                                                                         $ 89,747.12

                                         TOTAL ASSETS                                    $221,335.30
                                                                                   ==================

              LIABILITIES

Post Petition Liabilities
   Accounts Payable (from Form 2E)                    $630,325.80
      Less: Pre-Petition                              $588,709.90        $41,615.90
                                                      -----------
   Accrued Fees & Expenses                                               $16,207.66
   Accrued Interest Payable                                              $19,094.26
   Accrued - AFG II                                                      $50,000.00
   Loans & Notes Payable to Directors                                    $23,100.00
      Total Post Petition Liabilities                                                     $150,017.82

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                              $2,305,006.61
                                                                                    ==================

             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 (11/12/02-10/31/03)                      ($643,742.78)
          TOTAL OWNERS' EQUITY                                       ($2,083,671.31)
          TOTAL LIABILITIES AND OWNERS' EQUITY                                            $221,335.30
                                                                                    ==================


                                                                        Form 2-D
                                                                 Revised 10/1/01



DEBTOR: IN STORE MEDIA SYSTEMS, INC.                      CASE NO.  02-28289 EEB


                            PROFIT AND LOSS STATEMENT

                  FOR PERIOD OCTOBER 1 TO OCTOBER 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                                                        $85.00
     Payroll Taxes                                                            $0.00
     Advertising & Promotion                                                  $0.00
     Auto Expense                                                             $0.00
     Bank Charges                                                            $19.71
     Contract Labor                                                       $2,500.00
     Computer Repairs & Maintenance                                           $0.00
     Employee Incentives/Med Benefits                                         $0.00
     Equipment Rentals                                                        $0.00
     Insurance Expense                                                        $0.00
     Lender Expenses                                                          $0.00
     Licenses & Fees                                                          $0.00
     Miscellaneous and Other                                                  $0.00
     Office Funishings & Supplies/Printing                                    $0.00
     Payroll Service                                                          $0.00
     Press Releases                                                           $0.00
     Regulatory Compliance Exp (SEC, etc.)                                  $369.00
     Sales and Property Taxes                                                 $0.00
     Telephone/Fax/Internet                                                   $0.00
     Transfer Agent Fees                                                      $0.00
     Trash Removal & Utilities                                                $0.00
     Travel and Entertainment                                                 $0.00

     Total Operating Expenses                                                               $2,973.71
          Operating Income (Loss)                                                          ($2,973.71)

Legal and Professional Fees                                                                   $843.73
Depreciation, Depletion and Amortization                                                      $700.00
Interest Expense                                                                            $1,807.40

          Net Operating Income (Loss)                                                      ($6,324.84)

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                                            ($6,324.84)

Federal and State Income Tax Expense (Benefit)                                                  $0.00

          NET INCOME (LOSS)                                                                ($6,324.84)
                                                                                    ==================



                                                                        Form 2-E
                                                                 Revised 10/1/01



DEBTOR: IN STORE MEDIA SYSTEMS, INC.                      CASE NO. 02-28289 EEB


                            QUARTERLY FEE SUMMARY (1)

                          MONTH ENDED OCTOBER 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    4/24/2003

April                                    $8,157.65
May                                      $2,289.03
June                                     $2,957.88
Total 2nd Qtr                           $13,404.56                                $250.00      11     8/5/2003

July                                        $27.36
August                                   $9,017.15
September                                $4,932.21
Total 3rd Qtr                           $13,976.72                                $250.00    2030*  10/13/2003
                                                                    *DEBTOR PMT WAS $500   OVERPAID FEES BY $250.00

October                                  $7,751.96
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.


                                                                        Form 2-F
                                                                          Page 1
                                                                 Revised 10/1/01



DEBTOR:  IN STORE MEDIA SYSTEMS, INC.                     CASE NO:  02-28289 EEB


                                    NARRATIVE

                  FOR THE PERIOD OCTOBER 1 TO OCTOBER 31, 2003

1.       THE DEBTOR CONTINUED TO PURSUE ITS LITIGATION AGAINST LET'S GO SHOPPING
         ("LGS") ET AL AND IS  CONTINUING  TO EVALUATE  THE  POTENTIAL OF FILING
         OTHER ADDITIONAL  CLAIMS AGAINST LGS AND OTHER ENTITIES AND INDIVIDUALS
         ("LGS LITIGATION").





                                                                        Form 2-G
                                                                     Rev 10/1/01






IN STORE MEDIA SYSTEMS, INC.
Bank Reconciliation Worksheet
Month of: October 2003

              NEW OPERATING DIP ACCT # 823-6331735

Acct # 1      Balance per Bank                 $14,939.95

              Add:
                 Deposits in Transit                $0.00

              Less:
                               Checks Outstanding
              Vintage                 2023       ($369.00)
              Xcel                    2025       ($167.13)
              Corp Stk Trfr           2026        ($75.42)
              Lindquist               2027     ($2,535.70)
              Mini U                  2028        ($85.00)
              US Trustee              2030       ($500.00)
              W. Stelt                2031     ($1,000.00)
              K McGrew                2032     ($1,500.00)

              Balance per Books                 $8,707.70







IN STORE MEDIA SYSTEMS, INC.
Bank Reconciliation Worksheet
Month of: October 2003

              NEW OPERATING DIP ACCT # 823-6364702

Acct # 2      Balance per Bank                  $3,348.48

              Add:
                 Deposits in Transit                $0.00

              Less:
                 Checks Outstanding

              Balance per Books                 $3,348.48