DEBTOR: In Store Media Systems, Inc. MONTHLY FINANCIAL REPORT CHAPTER 11 CASE NUMBER: 02-28289 MER For Period: December 1, 2003 to December 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: January 28, 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 DECEMBER 31, 2003 CASH RECONCILIATION 1. Beginning Cash Balance (Ending Cash Balance $ 8,936.25 from last month's report) 2. Cash Receipts (From Cash Receipts Journal $0.00 on next page) 3. Cash Disbursements (From Cash Disbursements $2,827.35 Journal on next page) 4. Net Cash Flow (Line 2 minus Line 3) ($2,837.35) 5. Ending Cash Balance (To Form 2-D) $6,108.90 ==================== CASH SUMMARY - ENDING BALANCE AMOUNT FINANCIAL INSTITUTION Petty Cash $0.00 Regular Checking - New DIP $2,779.67 Regular Checking - Old DIP $0.00 Wells Fargo New DIP Checking $3,329.23 Wells Fargo Regular Checking - Payroll $0.00 Wells Fargo Short-Term Investments $0.00 Wells Fargo TOTAL (Must agree with line 5 above) $6,108.90 ----------- ========================= Form 2-B Page 1 Revised 10/1/01 CASH RECEIPTS AND DISBURSEMENTS STATEMENT FOR PERIOD DECEMBER 1 TO DECEMBER 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 12/15/03 2041 Allegiance Telecom Telephone Svc - Final Bill $ 45.44 12/15/03 2042 Univance Long Distance Svc - Final $ 24.46 12/15/03 2043 Corporate Stock Transfer Stock Transfer Activity $ 75.00 12/15/03 2044 William P. Stelt Contract Labor $1,000.00 12/15/03 2045 Void $ 0.00 12/15/03 2046 Mini U Storage Storage Unit $ 48.00 12/15/03 2047 Vintage Filings LLC 8 K Filing Fees $ 258.00 12/22/03 2048 Sheridan Ross Patent Filing Fees $1,356.00 12/31/03 Bk Debit Wells Fargo Bank Bk Service Charges $ 10.82 TOTAL OPERATING ACCOUNT ACTIVITY (DISBURSEMENTS) $2,817.72 OTHER ACCOUNT ACTIVITY 12/31/03 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) $2,827.35 ========== Less: Intra Company Disbursements $ 0.00 Net Disbursements (to Schedule 2 F) $2,827.35 ========== Form 2-B Page 1 Revised 10/1/01 DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 MER SUPPORTING SCHEDULES FOR PERIOD DECEMBER 1 TO DECEMBER 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 MER - ------------------------------------ -------- ------------ SUPPORTING SCHEDULES FOR PERIOD DECEMBER 1 TO DECEMBER 31, 2003 ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING --------------------------------------------------- Due POST PETITION ACCOUNTS REC ACCOUNTS PAYABLE Under 30 Days $0.00 $ 1,806.30 30 to 60 Days $0.00 $ 760.40 61 to 90 Days $0.00 $ 672.77 91 to 120 Days $0.00 $40,182.73 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 $43,422.20 (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 $24,627.56 (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 MER BALANCE SHEET - AS OF DECEMBER 31, 2003 ASSETS Current Assets: Cash (From Form 2-B, line 5) $6,108.90 Accounts Receivable $0.00 Inventory $0.00 Other Current Assets: $118,080.00 ----------- Total Current Assets $124,188.90 ----------- 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) $88,347.12 $ 88,347.12 TOTAL ASSETS $212,536.02 ================== LIABILITIES Post Petition Liabilities Accounts Payable (from Form 2E) $632,132.10 Less: Pre-Petition $588,709.90 $43,422.20 ----------- Accrued Fees & Expenses $16,374.33 Accrued Interest Payable $22,732.28 Accrued - AFG II $50,000.00 Loans & Notes Payable to Directors $23,100.00 Total Post Petition Liabilities $155,628.81 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 $2,310,617.60 ================== 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 (11/12/02-12/31/03) ($658,153.05) TOTAL OWNERS' EQUITY ($2,098,081.58) TOTAL LIABILITIES AND OWNERS' EQUITY $210,536.02 ================== Form 2-D Revised 10/1/01 DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 MER PROFIT AND LOSS STATEMENT FOR PERIOD DECEMBER 1 TO DECEMBER 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 $20.45 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.) $262.50 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 $2,942.95 Operating Income (Loss) ($2,942.95) Legal and Professional Fees $2,908.14 Depreciation, Depletion and Amortization $700.00 Interest Expense $1,862.18 Net Operating Income (Loss) ($8,413.27) 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 ($8,413.27) Federal and State Income Tax Expense (Benefit) $0.00 NET INCOME (LOSS) ($8,413.27) ================== Form 2-E Revised 10/1/01 DEBTOR: IN STORE MEDIA SYSTEMS, INC. CASE NO. 02-28289 MER QUARTERLY FEE SUMMARY (1) MONTH ENDED DECEMBER 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 $3,119.93 December $2,827.35 Total 4th Qtr $13,699.24 $250.00 (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 MER NARRATIVE FOR THE PERIOD DECEMBER 1 TO DECEMBER 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"). 2. THE DEBTOR HAS COMMENCED PREPERATION OF A PLAN OF REORGANIZATION AND ANTICIPATES FILING THIS PLAN WITH THE COURT IN JANUARY. Form 2-G Rev 10/1/01 IN STORE MEDIA SYSTEMS, INC. Bank Reconciliation Worksheet Month of: December 2003 NEW OPERATING DIP ACCT # 823-6331735 Acct # 1 Balance per Bank $5,586.57 Add: Deposits in Transit $0.00 Less: Checks Outstanding Allegiance 2041 ($45.44) Univance 2042 ($24.46) CORP STK TRFR 2043 ($75.00) William Stelt 2044 ($1,000.00) Mini U Storage 2046 ($48.00) Vintage Filings LLC 2047 ($258.00) Sheridan Ross 2048 ($1,356.00) Balance per Books $2,779.67 IN STORE MEDIA SYSTEMS, INC. Bank Reconciliation Worksheet Month of: December 2003 NEW OPERATING DIP ACCT # 823-6364702 Acct # 2 Balance per Bank $3,329.23 Add: Deposits in Transit $0.00 Less: Checks Outstanding Balance per Books $3,329.23