As filed with the Securities and Exchange Commission on February 1, 2002
                                                       Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                              --------------------

                          IN STORE MEDIA SYSTEMS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Nevada                                              84-1249735
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                             Identification No.)

        15423 East Batavia Drive, Aurora, Colorado                80011
          --------------------------------------                 --------
         (Address of principal executive offices)               (Zip Code)

                          In Store Media Systems, Inc.
                       2000 Omnibus Equity Incentive Plan
                          and Individual Option Grants

                                Michael T. Mozer
                             Chief Executive Officer
                          In Store Media Systems, Inc.
                            15423 East Batavia Drive,
                             Aurora, Colorado 80011
                                 (303) 364-6550
              -------------------------------------------------------
             (Name, address and telephone number of agent for service)

                                    Copy to:
                               Henry F. Schlueter
                                  Paul Maricle
                          Schlueter & Associates, P.C.
                          1050 17th Street, Suite 1700
                             Denver, Colorado 80265
                                 (303) 292-3883
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                               CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                         Amount To             Proposed             Proposed            Amount of
              Title of Securities                          Be              Maximum Offering     Maximum Aggregate     Registration
              To Be Registered(1)                      Registered(2)      Price Per Share(3)     Offering Price            Fee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>                 <C>                  <C>
Common Stock, par value $.001 per share:  To be
issued under In Store Media Systems, Inc. 2000
Omnibus Equity Incentive Plan and individual grants    8,866,875(4)            $0.50              $4,433,437.50         $1,108.36
==================================================================================================================================
</TABLE>

(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416, this registration statement also covers additional
securities (if any) that may be offered or issued in connection with any stock
split, stock dividend, recapitalization or any other similar transaction
effected without the receipt of consideration, which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.

(3) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"). The price per share is based on the average of the bid and
ask prices of the Common Stock, as reported on NASDAQ's Electronic (OTC)
Bulletin Board on January 30, 2002, or $0.495 per share.

(4) Includes 6,000,000 shares available for issuance in the form of restricted
stock and other awards, and upon the exercise of options, previously granted or
to be granted under the 2000 Omnibus Equity Incentive Plan, and 2,866,875 shares
to be issued upon the exercise of options granted pursuant to individual option
grants (not pursuant to the 2000 Omnibus Equity Incentive Plan).

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act.

<PAGE>


                                     PART I

ITEM 1.   PROGRAM INFORMATION.*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PROGRAM ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.

                                     PART II

                INFORMATION REQUIRED IN THE INFORMATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the Registrant with the Securities
and Exchange Commission (the "SEC") are hereby incorporated by reference in this
Registration Statement:

          (a) Registrant's Registration Statement on Form 10 filed on December
15, 1999, as amended on January 28, 2000, February 24, 2000, and March 6, 2000.

          (b) Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2001, June 30, 2001, and September 30, 2001.

          (c) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, as amended on April 10, 2001.

          (d) Registrant's Current Report on Form 8-K, as filed on April 16,
2001 as amended on June 15, 2001.

          (e) Registrant's Current Report on Form 8-K, as filed in January 25,
2002.

          In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, (the "Exchange Act"), before the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 78.7502 and 78.751 of the Nevada Revised Statutes and certain
provisions of the Registrant's Bylaws provide for the indemnification of
officers, directors, employees or other agents of the Registrant under certain
circumstances for liabilities, damages and expenses incurred in connection with
any threatened, pending or completed action. Additionally, the Registrant's
Articles of Incorporation and Bylaws limit the liability of officers and
directors for breaches of fiduciary duty as a director or officer involving any
act or omission of any such officer or director, other than acts or omissions
involving intentional misconduct, fraud or knowing violation of law. The
following is a summary of the circumstances in which indemnification is
permitted and required under applicable provisions of the Nevada Revised
Statutes and the Registrant's governing instruments. This summary is qualified
in its entirety by reference to the statutory provisions, the Registrant's
Bylaws and Articles of Incorporation.

                                      -2-

<PAGE>


          In general, under Nevada law, any officer, director, employee or agent
of a corporation may be indemnified against expenses, fines, settlements or
judgments arising in connection with a legal proceeding to which such person is
a party, if that person's actions were in good faith, were believed to be in the
corporation's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be awarded
only after a determination by independent decision of the board of directors, by
legal counsel, or by a vote of the stockholders, that the applicable standard of
conduct was met by the person to be indemnified. The circumstances under which
indemnification is granted in connection with an action brought on behalf of a
corporation is generally the same as those set forth above; however, with
respect to such actions, indemnification is granted only with respect to
expenses actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted in good
faith and in a manner believed to have been in the corporation's best interest,
and must not have been adjudged liable for negligence or misconduct. To the
extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any proceeding or claim, the
corporation is required to indemnify such person against expenses actually and
reasonably incurred by him in connection with the defense. Indemnification may
also be granted pursuant to the terms of agreements that may be entered in the
future or pursuant to a vote of stockholders or directors.

          The Bylaws of the Registrant require the Registrant to indemnify each
Director and Officer from any liability or claim, and to reimburse such person
for all legal and other expenses reasonably incurred by such person in
connection with any such liability or claim (including the power to defend such
person from all suits or claims), as provided for under the provisions of the
Nevada Revised Statutes. However, no person may be indemnified against any
expense incurred in connection with any claim or liability arising out of such
person's own negligence or willful misconduct. The Bylaws further provide that
the Registrant, its Directors, Officers employees and agents will be fully
protected in taking any action or making any payment, or in refusing to do so in
reliance on the advice of counsel.

          The Registrant also is entitled to purchase and maintain insurance,
which protects its Officers and Directors against any liabilities incurred in
connection with their service in such a position, and such a policy may be
obtained by the Registrant.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index, which list of exhibits incorporated herein by
reference.

ITEM 9.   UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:

                    (A) to include any prospectus required by Section 10(a)(3)
          of the Securities Act;

                    (B) to reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

                    (C) to include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement; provided, however, that paragraphs (a)(1)(A)
          and (a)(1)(B) do not apply if the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed by the Registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the Registration Statement.

                                      -3-

<PAGE>


          (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       -4-

<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Aurora, State of Colorado, on the 1st day of
February, 2002.

                                            IN STORE MEDIA SYSTEMS, INC.

                                            By:  /s/  Michael T. Mozer
                                               --------------------------------
                                                      Michael T. Mozer
                                                      Chief Executive Officer



                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael T. Mozer and Robert L. Cohen, and
each of them, his or her true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments, to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

                                       -5-

<PAGE>


          NAME                         TITLE                          DATE
          ----                         -----                          ----

/s/  Michael T. Mozer        President, Chief Executive         February 1, 2002
------------------------     Officer and Chairman of the
     Michael T. Mozer        Board (Principal Executive
                             Officer)

/s/  Robert L. Cohen         Vice President and Chief           February 1, 2002
------------------------     Financial Officer (Principal
     Robert L. Cohen         Financial and Accounting Officer)

/s/  Donald P. Uhl           Director                           February 1, 2002
------------------------
     Donald P. Uhl

/s/  Frank J. Pirri          Director                           February 1, 2002
------------------------
     Frank J. Pirri

/s/  Thomas F. Carroll       Director                           February 1, 2002
------------------------
     Thomas F. Carroll

/s/  Ronald F. Anderegg      Director                           February 1, 2002
------------------------
     Ronald F. Anderegg

/s/  Ray Solomon             Director                           February 1, 2002
------------------------
     Ray Solomon

/s/  George Sattler          Director                           February 1, 2002
------------------------
     George Sattler

/s/  Derrick Bushman         Director                           February 1, 2002
------------------------
     Derrick Bushman

/s/  John Watkins            Director                           February 1, 2002
------------------------
     John Watkins


                                       -6-

<PAGE>


                                INDEX TO EXHIBITS

 Exhibit
   No.                                Description
---------     ------------------------------------------------------------------

   4.1        In Store Media Systems, Inc. 2000 Omnibus Equity Incentive Plan

   4.2        Form of Stock Option Agreement (for individual grants)

   5.1        Opinion of Schleuter and Associates P.C.

  23.1        Consent of Causey, Demgen & Moore, Inc.

  23.2        Consent of Schleuter and Associates P.C. (included in Exhibit 5.1)

  24.1        Powers of Attorney (included on signature pages).


                                       -7-
[{"type": "S-8", "sequence": "1", "filename": "instores-8020102.txt", "description": "DATED 02-01-02", "secsgml_size_bytes": 19248}]
{"company-data": {"conformed-name": "IN STORE MEDIA SYSTEMS INC", "cik": "0001012316", "assigned-sic": "7310", "irs-number": "841249735", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82234", "film-number": "02528223"}, "business-address": {"street1": "15423 EAST BATAVIA DR", "city": "AURORA", "state": "CO", "zip": "80011", "phone": "3033646550"}, "mail-address": {"street1": "15423 EAST BATAVIA DR", "city": "AURORA", "state": "CO", "zip": "80011"}}
As filed with the Securities and Exchange Commission on February 1, 2002
                                                       Registration No. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                              --------------------

                          IN STORE MEDIA SYSTEMS, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Nevada                                              84-1249735
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                             Identification No.)

        15423 East Batavia Drive, Aurora, Colorado                80011
          --------------------------------------                 --------
         (Address of principal executive offices)               (Zip Code)

                          In Store Media Systems, Inc.
                       2000 Omnibus Equity Incentive Plan
                          and Individual Option Grants

                                Michael T. Mozer
                             Chief Executive Officer
                          In Store Media Systems, Inc.
                            15423 East Batavia Drive,
                             Aurora, Colorado 80011
                                 (303) 364-6550
              -------------------------------------------------------
             (Name, address and telephone number of agent for service)

                                    Copy to:
                               Henry F. Schlueter
                                  Paul Maricle
                          Schlueter & Associates, P.C.
                          1050 17th Street, Suite 1700
                             Denver, Colorado 80265
                                 (303) 292-3883
----------------------------------------------------------------------------------------------------------------------------------
                                               CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                         Amount To             Proposed             Proposed            Amount of
              Title of Securities                          Be              Maximum Offering     Maximum Aggregate     Registration
              To Be Registered(1)                      Registered(2)      Price Per Share(3)     Offering Price            Fee
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share:  To be
issued under In Store Media Systems, Inc. 2000
Omnibus Equity Incentive Plan and individual grants    8,866,875(4)            $0.50              $4,433,437.50         $1,108.36
==================================================================================================================================
(1) The securities to be registered include options to acquire Common Stock.

(2) Pursuant to Rule 416, this registration statement also covers additional
securities (if any) that may be offered or issued in connection with any stock
split, stock dividend, recapitalization or any other similar transaction
effected without the receipt of consideration, which results in an increase in
the number of the Registrant's outstanding shares of Common Stock.

(3) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"). The price per share is based on the average of the bid and
ask prices of the Common Stock, as reported on NASDAQ's Electronic (OTC)
Bulletin Board on January 30, 2002, or $0.495 per share.

(4) Includes 6,000,000 shares available for issuance in the form of restricted
stock and other awards, and upon the exercise of options, previously granted or
to be granted under the 2000 Omnibus Equity Incentive Plan, and 2,866,875 shares
to be issued upon the exercise of options granted pursuant to individual option
grants (not pursuant to the 2000 Omnibus Equity Incentive Plan).

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act.
PART I

ITEM 1.   PROGRAM INFORMATION.*

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PROGRAM ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act and the Note to Part I of Form S-8.

                                     PART II

                INFORMATION REQUIRED IN THE INFORMATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by the Registrant with the Securities
and Exchange Commission (the "SEC") are hereby incorporated by reference in this
Registration Statement:

          (a) Registrant's Registration Statement on Form 10 filed on December
15, 1999, as amended on January 28, 2000, February 24, 2000, and March 6, 2000.

          (b) Registrant's Quarterly Reports on Form 10-Q for the periods ended
March 31, 2001, June 30, 2001, and September 30, 2001.

          (c) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000, as amended on April 10, 2001.

          (d) Registrant's Current Report on Form 8-K, as filed on April 16,
2001 as amended on June 15, 2001.

          (e) Registrant's Current Report on Form 8-K, as filed in January 25,
2002.

          In addition, all documents subsequently filed by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, (the "Exchange Act"), before the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Section 78.7502 and 78.751 of the Nevada Revised Statutes and certain
provisions of the Registrant's Bylaws provide for the indemnification of
officers, directors, employees or other agents of the Registrant under certain
circumstances for liabilities, damages and expenses incurred in connection with
any threatened, pending or completed action. Additionally, the Registrant's
Articles of Incorporation and Bylaws limit the liability of officers and
directors for breaches of fiduciary duty as a director or officer involving any
act or omission of any such officer or director, other than acts or omissions
involving intentional misconduct, fraud or knowing violation of law. The
following is a summary of the circumstances in which indemnification is
permitted and required under applicable provisions of the Nevada Revised
Statutes and the Registrant's governing instruments. This summary is qualified
in its entirety by reference to the statutory provisions, the Registrant's
Bylaws and Articles of Incorporation.

                                      -2-
In general, under Nevada law, any officer, director, employee or agent
of a corporation may be indemnified against expenses, fines, settlements or
judgments arising in connection with a legal proceeding to which such person is
a party, if that person's actions were in good faith, were believed to be in the
corporation's best interest, and were not unlawful. Unless such person is
successful upon the merits in such an action, indemnification may be awarded
only after a determination by independent decision of the board of directors, by
legal counsel, or by a vote of the stockholders, that the applicable standard of
conduct was met by the person to be indemnified. The circumstances under which
indemnification is granted in connection with an action brought on behalf of a
corporation is generally the same as those set forth above; however, with
respect to such actions, indemnification is granted only with respect to
expenses actually incurred in connection with the defense or settlement of the
action. In such actions, the person to be indemnified must have acted in good
faith and in a manner believed to have been in the corporation's best interest,
and must not have been adjudged liable for negligence or misconduct. To the
extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any proceeding or claim, the
corporation is required to indemnify such person against expenses actually and
reasonably incurred by him in connection with the defense. Indemnification may
also be granted pursuant to the terms of agreements that may be entered in the
future or pursuant to a vote of stockholders or directors.

          The Bylaws of the Registrant require the Registrant to indemnify each
Director and Officer from any liability or claim, and to reimburse such person
for all legal and other expenses reasonably incurred by such person in
connection with any such liability or claim (including the power to defend such
person from all suits or claims), as provided for under the provisions of the
Nevada Revised Statutes. However, no person may be indemnified against any
expense incurred in connection with any claim or liability arising out of such
person's own negligence or willful misconduct. The Bylaws further provide that
the Registrant, its Directors, Officers employees and agents will be fully
protected in taking any action or making any payment, or in refusing to do so in
reliance on the advice of counsel.

          The Registrant also is entitled to purchase and maintain insurance,
which protects its Officers and Directors against any liabilities incurred in
connection with their service in such a position, and such a policy may be
obtained by the Registrant.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          See Exhibit Index, which list of exhibits incorporated herein by
reference.

ITEM 9.   UNDERTAKINGS.

          (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:

                    (A) to include any prospectus required by Section 10(a)(3)
          of the Securities Act;

                    (B) to reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

                    (C) to include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement; provided, however, that paragraphs (a)(1)(A)
          and (a)(1)(B) do not apply if the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed by the Registrant pursuant to Section 13 or
          Section 15(d) of the Exchange Act that are incorporated by reference
          in the Registration Statement.

                                      -3-
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       -4-
SIGNATURES

          Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Aurora, State of Colorado, on the 1st day of
February, 2002.

                                            IN STORE MEDIA SYSTEMS, INC.

                                            By:  /s/  Michael T. Mozer
                                               --------------------------------
                                                      Michael T. Mozer
                                                      Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael T. Mozer and Robert L. Cohen, and
each of them, his or her true and lawful attorneys-in-fact and agents, each with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all
amendments, to this Registration Statement on Form S-8, and to file the same,
with exhibits thereto and other documents in connection therewith, with the SEC,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.

          Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

                                       -5-
NAME                         TITLE                          DATE
          ----                         -----                          ----

/s/  Michael T. Mozer        President, Chief Executive         February 1, 2002
------------------------     Officer and Chairman of the
     Michael T. Mozer        Board (Principal Executive
                             Officer)

/s/  Robert L. Cohen         Vice President and Chief           February 1, 2002
------------------------     Financial Officer (Principal
     Robert L. Cohen         Financial and Accounting Officer)

/s/  Donald P. Uhl           Director                           February 1, 2002
------------------------
     Donald P. Uhl

/s/  Frank J. Pirri          Director                           February 1, 2002
------------------------
     Frank J. Pirri

/s/  Thomas F. Carroll       Director                           February 1, 2002
------------------------
     Thomas F. Carroll

/s/  Ronald F. Anderegg      Director                           February 1, 2002
------------------------
     Ronald F. Anderegg

/s/  Ray Solomon             Director                           February 1, 2002
------------------------
     Ray Solomon

/s/  George Sattler          Director                           February 1, 2002
------------------------
     George Sattler

/s/  Derrick Bushman         Director                           February 1, 2002
------------------------
     Derrick Bushman

/s/  John Watkins            Director                           February 1, 2002
------------------------
     John Watkins

                                       -6-
INDEX TO EXHIBITS

 Exhibit
   No.                                Description
---------     ------------------------------------------------------------------

   4.1        In Store Media Systems, Inc. 2000 Omnibus Equity Incentive Plan

   4.2        Form of Stock Option Agreement (for individual grants)

   5.1        Opinion of Schleuter and Associates P.C.

  23.1        Consent of Causey, Demgen & Moore, Inc.

  23.2        Consent of Schleuter and Associates P.C. (included in Exhibit 5.1)

  24.1        Powers of Attorney (included on signature pages).

                                       -7-