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

CASE NUMBER: 02-28289 MER

For Period: January 1, 2005 to January 31, 2005


                                   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: March 1, 2005            Debtor(s): In Store Media Systems, Inc.


                                      By: /s/ William P. Stelt

                                      Position: Chief Financial Officer

                                                                       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 January 31, 2005

                               CASH RECONCILIATION


                                                                          
1.  Beginning Cash Balance (Ending Cash Balance from last month's report)   $ 6,808.89

2.  Cash Receipts (From Cash Receipts Journal on next page)                 $13,000.00

3.  Cash Disbursements (From Cash Disbursements Journal on next page)       $14,686.05

4.  Net Cash Flow (Line 2 minus Line 3)                                     $(1,686.05)

5.  Ending Cash Balance (To Form 2-D)                                       $ 5,122.84
                                                                            ==========


                          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                              $ 5,122.84       Wells Fargo
Regular Checking - Payroll                         $0.00       Wells Fargo
Short-Term Investments                             $0.00       Wells Fargo

TOTAL (Must agree with line 5 above)          $ 5,122.84
                                          ==============

                                                                       Form 2-B
                                                                   Rev 10/01/01


                          In Store Media Systems, Inc.
                             CASE NO. 02-28289 MER

                    CASH RECEIPTS AND DISBURSEMENTS STATEMENT

                    For Period January 1 to January 31, 2005

                              CASH RECEIPTS JOURNAL

Date                                Description (Source)                 Amount
- ----                                --------------------                 ------
Operating Account Activity

1/27/05   AFGV II Dip Loan Funding                                    $13,000.00

Total Operating Account Activity (Receipts)                           $13,000.00

Payroll Account Activity

Total Payroll Account Activity (Receipts)                             $     0.00
    Total Cash Receipts (to line 2 of Cash Reconciliation)            $13,000.00


                           CASH DISBURSEMENTS JOURNAL

Date       Ck Nos.  Payee                    Description (Purpose)      Amount
- ----       -------  -----                    --------------------       ------
Operating Account Activity
01/05/05 BK Debit  Wells Fargo Bank          Bank Fees                    $10.65
01/11/05     2107  Corporate Stock Transfer  Transfer Agent Fees          $76.75
01/11/05     2108  Mini 4 Storage            Rent                         $85.00
01/11/05     2109  Unites States Trustee     Trustee Fees                $250.00
01/11/05     2110  Vintage Filings LLC       Regulatory Filing Fee       $250.00
01/11/05     2111  William P. Stelt          Contract Labor            $1,013.65
01/11/05     3000  Singer Lewak Green, etc.  Professional Fees        $13,000.00

Total Operating Account Activity (Disbursements)                      $14,686.05

Other Account Activity

Total Other Account Activity                                               $0.00

                            Total Cash Disbursements (to
                            line 3 of Cash Reconciliation)            $14,686.05
                                                                     ===========

                            Less: Intra Company Disbursements

                            Net Disbursements (to Schedule 2 F)       $14,686.05
                                                                     ===========

                                                                       Form 2-B
                                                                   Rev 10/01/01


DEBTOR: In Store Media Systems, Inc.                      CASE NO.  02-28289 MER

                              SUPPORTING SCHEDULES

                    For Period January 1 to January 31, 2005

                      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 January 1 to January 31, 2005

               ACCOUNTS RECEIVABLE AND POST PETITION PAYABLE AGING



Due                                                                  Post Petition
                                          Accounts Rec             Accounts Payable
                                                                      
Under 30 Days                                       $0.00                  $   1,503.57
30 to 60 Days                                       $0.00                  $       0.00
61 to 90 Days                                       $0.00                  $       0.00
91 to 120 Days                                      $0.00                  $       0.00
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                                       $   1,503.57


(To Form 2-D)

            SCHEDULE OF PAYMENTS TO ATTORNEYS AND OTHER PROFESSIONALS



                                                          Date of                Estimated
                                         Amt Paid      Court Approval           Balance Due*
                                         --------      --------------           ------------
                                                                      
Debtor's Counsel                          $63,426.05                              $0.00
Counsel for Unsecured Creditors' Com           $0.00
Trustee's Counsel                              $0.00
Accountant                                     $0.00
Other: Debtor's Corporate Counsel         $39,747.52                              $0.00
Brownstein, Hyatt and Farber                                                 $44,000.00 (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
        ----------      --------       ---------------------    ------



**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 January 31, 2005

                                     ASSETS

Current Assets:
                                                                                  
     Cash (From Form 2-B, line 5)                                       $  5,122.84
     Accounts Receivable                                                      $0.00
     Inventory                                                                $0.00
     Other Current Assets:                                              $ 37,613,30
                                                                        -----------

                                         Total Current Assets                            $ 42,736.14
                                                                                         -----------

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)                                         $79,091.33
                                                                                          $ 79,091.33
                                         TOTAL ASSETS                                     $121,827.44
                                                                                    ==================

              LIABILITIES

Liabilities Not Subject to Compromise
 Current Liabilities
 Accounts Payable (from Form 2E)                      $1,503.57
   Less: Pre-Petition                                     $0.00      $  1,503.57
 Accrued Fees & Expenses                                             $ 44,416.67
  Total Post Petition Liabilities                                                   $ 45,920.24

Liabilities Subject to Compromise
Pre-Petition Liabilities:
  Unsecured Debt                                                           $0.00
    Total Pre-Petition Liabilities                                                          $0.00
                                         TOTAL LIABILITIES                             $45,920.24
                                                                                    ==============

             OWNERS' EQUITY

Capital Stock                                                            $81,764.71
Paid-In Capital                                                               $0.00
Preferred Stock                                                               $0.00
Stock Subscriptions                                                           $0.00
Treasury Stock                                                                $0.00
Retained Earnings
     Net Income/(Loss)                                                   ($5,857.48)
          TOTAL OWNERS' EQUITY                                           $75,907.23
          TOTAL LIABILITIES AND OWNERS' EQUITY                                            $121,827.47
                                                                                    ==================


                                                                       Form 2-D
                                                                   Rev 10/01/01


DEBTOR: In Store Media Systems, Inc.                      CASE NO.  02-28289 MER

                            PROFIT AND LOSS STATEMENT

                    For Period January 1 to January 31, 2005



                                                                         
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                                           $10.65
     Contract Labor                                      $1,000.00
     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                                        $42.22
     Miscellaneous and Other                                 $0.00
     Office Funishings & Supplies/Printing                  $24.00
     Payroll Service                                         $0.00
     Press Releases                                          $0.00
     Regulatory Compliance Exp (SEC, etc.)                 $529.50
     Sales and Property Taxes                                $0.00
     Telephone/Fax/Internet                                  $0.00
     Transfer Agent Fees                                   $163.92
     Trash Removal & Utilities                               $0.00
     Travel and Entertainment                                $0.00

     Total Operating Expenses                                             $1,855.29
          Operating Income (Loss)                                         (1,855.29)

Legal and Professional Fees                                               $1,041.14
Depreciation, Depletion and Amortization                                    $700.00
Interest Expense                                                          $2,261.05

          Net Operating Income (Loss)                                    ($5,857.48)

Reorganization Items:
     Legal and Professional Fees                                              $0.00
Net Loss before Other Items & Taxes                                      ($5,857.48)

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                           ($5,857.48)

Federal and State Income Tax Expense (Benefit)                                 $0.00

          NET INCOME (LOSS)                                               ($5,857.48)
                                                                   ==================


                                                                       Form 2-E
                                                                   Rev 10/01/01


DEBTOR: In Store Media Systems, Inc.                      CASE NO. 02-28289 MER

                            Quarterly Fee Summary (1)

                          Month Ended January 31, 2005



Month                   Cash Disbursements (2)          Quarterly Fee Due        Check No.     Date
- -----                   ----------------------          -----------------        ---------     ----
                            
January                       $14,686.05
February                           $0.00
March                              $0.00
Total 1st Qtr                 $14,686.05                    $0.00

April                              $0.00
May                                $0.00
June                               $0.00
Total 2nd Qtr                      $0.00                    $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.

                                                                       Form 2-F
                                                                   Rev 10/01/01


DEBTOR:  In Store Media Systems, Inc.                     CASE NO:  02-28289 MER

                                    NARRATIVE

                    For Period January 1 to January 31, 2005

1.    The Debtor's plan of reorganization was approved on January 20, 2005.
      The appeal period for such approval expired on January 31, 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.

3.    During the period, the Debtor adopted "Fresh Start" accounting and has
      adjusted its records accordingly.


                                                                       Form 2-G
                                                                   Rev 10/01/01


In Store Media Systems, Inc.
Bank Reconciliation Worksheet
Month of: January 2005


              New Operating CIP Acct # 823-6331735

Acct # 1      Balance per Bank                    $19,721.49

              Add:
                Deposit in Transit                      0.00

              Less:
                Checks Outstanding

                01/11/05     2108  Mini U Storage                   $85.00
                01/11/05     2109  United States Trustee           $250.00
                01/11/05     2110  Vintage Filings, LLC            $250.00
                01/11/05     2111  William P. Stelt              $1,013.65
                01/25/05     3000  Singer Lewak Greenbaum       $13,000.00


Balance per Books                                  $5,122.84