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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
In Store Media Systems, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45323V 10 6
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(CUSIP Number)
Charles A. Schulze
15423 East Batavia Drive, Aurora, CO 80011 (303) 364-6550
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 13, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement ". (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7).
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CUSIP No.45323V106 13D PAGE 2 OF 5 PAGES
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________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CHARLES A. SCHULZE, as President and principal shareholder and
having voting and investment control of the shares owned by
American International Investments, Inc.
SSN: ###-##-####
________________________________________________________________________________
2 IF ANY OF THE SHARES BENEFICIALLY OWNED BY A REPORTING PERSON ARE
HELD AS A MEMBER OF A GROUP AND SUCH MEMBERSHIP IS EXPRESSLY
AFFIRMED, PLEASE CHECK BOX (a). IF MEMBERSHIP IN A GROUP IS
DISCLAIMED OR THE REPORTING PERSON DESCRIBES A RELATIONSHIP WITH
OTHER PERSONS BUT DOES NOT AFFIRM THE EXISTENCE OF A GROUP, PLEASE
CHECK BOX (b).
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
Not Applicable
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
20,614,198
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
20,614,198
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,614,198 (all of which are disclaimed other than through Reporting
Person's derivative ownership interest as President and principal
shareholder of American International Investments, Inc., owner of the
common stock).
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No.45323V106 13D PAGE 3 OF 5 PAGES
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ITEM 1. SECURITY AND ISSUER
This statement relates to the shares of Common Stock of In Store Media
Systems, Inc. (the "Issuer"). The name and address of the principal executive
officers of the Issuer are:
Name Age Position
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Everett E. Schulze, Jr. 48 Chief Executive Officer
15423 East Batavia Drive and Chairman of the Board
Aurora, CO 80011
Donald P. Uhl 65 Executive Vice President, Director
15423 East Batavia Drive
Aurora, CO 80011
Thomas Y. Gorman 42 Chief Financial Officer
15423 East Batavia Drive
Aurora, CO 80011
Lawrence P. Mortimer 51 Senior Vice President Marketing
15423 East Batavia Drive
Aurora, CO 80011
Charles Chavez 53 Vice President Operations, Director
15423 East Batavia Drive
Aurora, CO 80011
ITEM 2. IDENTITY AND BACKGROUND
(a) Name;
CHARLES A. SCHULZE
(b) Business address;
15423 EAST BATAVIA DRIVE
AURORA, CO 80011
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted;
DIRECTOR OF PURCHASING AND DIRECTOR OF IN STORE MEDIA SYSTEMS,
INC. WITH A PRINCIPAL BUSINESS ADDRESS OF 15423 EAST BATAVIA
DRIVE, AURORA, CO 80011.
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and, if so, give the dates, nature of conviction, name and
location of court, and penalty imposed, or other disposition of the case.
REPORTING PERSON HAS NOT BEEN CONVICTED IN ANY CRIMINAL PROCEEDING
DURING THE LAST FIVE YEARS.
(e) Whether or not, during the last five years, such person was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws; and, if so, identify and describe such
proceedings and summarize the terms of such judgment, decree or final order; and
REPORTING PERSON HAS NOT BEEN PARTY TO A CIVIL PROCEEDING
PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO FEDERAL OR STATE
SECURITIES LAWS OR FINDING ANY VIOLATION WITH RESPECT TO SUCH LAWS.
(f) Citizenship.
REPORTING PERSON IS A CITIZEN OF THE UNITED STATES OF AMERICA.
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CUSIP No.45323V106 13D PAGE 4 OF 5 PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Reporting person acquired the shares of the Issuer in December 1992 as
a gift to American International Investments, Inc. from reporting person's
father, Everett Schulze, Jr., who acquired the 20,614,198 shares upon the merger
of the Issuer, (formerly Crescent Gold Corporation, a Nevada corporation) with
In Store Media Systems, Inc., a Colorado corporation (the "Disappearing
Corporation") on September 15, 1998, after which Issuer changed its corporate
name to In Store Media Systems, Inc. American International Investments, Inc. is
owned by the children of Mr. Everett Schulze, Jr.
ITEM 4. PURPOSE OF TRANSACTION
Receipt of gift whereby the shares owned by Mr. Everett Schulze, Jr.,
as a founder of Issuer, were gifted to his children through American
International Investments, Inc.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Reporting person beneficially and of record owns 20,614,198 shares
of Issuer Common Stock which represents approximately 32.2 percent of the
outstanding shares of Common Stock of the Issuer.
(b) Reporting person has sole voting and dispositive power over
20,614,198 shares of Common Stock and does not share voting or dispositive power
over such shares with any other person.
(c) During the last sixty (60) days, reporting person has not sold or
otherwise disposed of any shares of Common Stock in broker's transactions
effectuated through one or more market maker in the Issuer's Common Stock in
unsolicited transactions.
(d) Is any other person known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities.
NOT APPLICABLE.
(e) If applicable, state the date on which the reporting person ceased
to be the beneficial owner of more than five percent of the class of securities.
NOT APPLICABLE.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Reporting person has not entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, put or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Merger Agreement and Plan of Reorganization dated
September 15, 1998 by and between Crescent Gold
Corporation and In Store Media Systems, Inc., filed
as Exhibit No. 2.1 to the Issuer's Registration
Statement on Form 10 previously filed with the
Securities and Exchange Commission.
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CUSIP No.45323V106 13D PAGE 5 OF 5 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 22, 2000
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Date
/S/ CHARLES A. SCHULZE
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Signature
Charles A. Schulze
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Name
