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): January 1, 2005 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: January 1, 2005 to January 31, 2005 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: March 9, 2005 IN STORE MEDIA SYSTEMS, INC. By: /s/ Erich Spangenberg ------------------------- Chief Executive Officer EXHIBIT INDEX Exhibit Number Description - -------------------------------------------------------------------------------- 99.1 Monthly Financial Report to U.S. Trustee for the Period: January 1, 2005 to January 31, 2005 - --------------------------------------------------------------------------------