<SEQUENCE>1
<FILENAME>ims003310710qsb6.txt
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB

                                   (MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED MARCH 31, 2007

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE TRANSITION PERIOD From                    to
                               ------------------    ----------------
Commission File number    000-30853
                       --------------

                      INTERNATIONAL MONETARY SYSTEMS, LTD.
             (Exact name of registrant as specified in its charter)

               Wisconsin                                     39-1924096
     --------------------------------              ---------------------------
     (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                      Identification No.)

                            16901 West Glendale Drive
                           New Berlin, Wisconsin 53151
                           ---------------------------
                    (Address of principal executive offices)
                                   (Zip Code)
                                 (262) 780-3640
            ---------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
          -------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                     report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                          Yes  X                No
                              ---                  ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

Common Stock, $.0001 Par Value -- 59,040,436 shares as of May 18, 2007.

Transitional Small Business Disclosure Format  Yes  X   No
                                                   ---     ---
Indicate by check mark whether the registrant is a shell company as defined
in rule 12b-2 of the exchange act.  Yes     No  X
                                       ---     ---

<PAGE>
<TABLE>
<CAPTION>
INDEX                                                                      PAGE NO.
                                                                           --------
<S>                                                                        <C>
INTERNATIONAL MONETARY SYSTEMS, LTD.

Part I.  Financial Information

         Item 1.  Financial Statements (March 31, 2007 - Unaudited)

                  Condensed consolidated balance sheets - March 31, 2007          2
                    and December 31, 2006

                  Condensed consolidated statements of operations - Three
                    months ended March 31, 2007 and 2006                          4

                  Condensed consolidated statements of cash flows - Three
                    months ended March 31, 2007 and 2006                          5

                  Condensed consolidated statement of changes in stockholders
                    equity - Three months ended March 31, 2007                    7

                  Notes to condensed consolidated financial statements -
                    March 31, 2007                                                8

        Item 2.   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                    15

        Item 3.  Controls and Procedures                                         20


Part II.  Other Information                                                      21

        Item 1.   Legal Proceedings

        Item 2.   Changes in Securities and Use of Proceeds

        Item 3.   Defaults upon Senior Securities

        Item 4.   Submission of Matters to a Vote of Security Holders

        Item 5.   Other Information

        Item 6.   Exhibits and Reports on Form 8-K

Signatures
</TABLE>
















<PAGE>  2
                      INTERNATIONAL MONETARY SYSTEMS, LTD.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                   March 31,         December 31,
                                                     2007                2006
                                                  (UNAUDITED)
                                              ----------------     ----------------
<S>                                           <C>                  <C>
             ASSETS
Current assets
    Cash                                       $   1,841,866        $     930,962
    Restricted cash                                  120,137                  -
    Marketable securities                            107,581              105,330
    Accounts receivable, net                       1,474,376            1,644,299
    Prepaid expenses                                 107,270              227,835
    Inventory                                         33,839               33,839
                                               --------------       --------------
          Total current assets                     3,685,069            2,942,265
                                               --------------       --------------
          Net furniture and equipment                790,294              647,884
                                               --------------       --------------
Other assets

    Membership lists, net                         10,153,112            8,505,059
    Goodwill                                       3,435,478            2,785,478
    Covenant not to compete, net                      37,208               44,650
    Purchase option                                  112,500              112,500
    Assets held for investment                        99,298               99,298
    Investment in real estate                         33,695               33,695
    Cash surrender value                              34,459               33,058
                                               --------------       --------------
          Total other assets                      13,905,750           11,613,738
                                               --------------       --------------
          Total assets                         $  18,381,113        $  15,203,887
                                               ==============       ==============
</TABLE>



























<PAGE>  3
                      INTERNATIONAL MONETARY SYSTEMS, LTD.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                   March 31,         December 31,
                                                     2007                2006
                                                  (UNAUDITED)
                                             ----------------     ----------------
<S>                                           <C>                  <C>
             LIABILITIES
Current liabilities
    Accounts payable and accrued expenses      $     714,790        $     776,842
    Trade payable                                    333,408              316,299
    Current portion of notes payable               1,188,783            1,645,610
    Current portion of notes payable,
      related party                                   76,194              110,024
    Current portion of common stock
      subject to guarantee                           235,000              155,000
                                               --------------       --------------
          Total current liabilities                2,548,175            3,003,775
                                               --------------       --------------
Long-term liabilities
    Notes payable net, less current portion        2,056,461            2,334,755
    Common stock subject to guarantee,
      less current portion                         2,420,000                  -
    Deferred compensation                            124,750              121,000
    Deferred income taxes                          2,598,750            2,065,000
                                               --------------       --------------
          Total long-term liabilities              7,199,961            4,420,755
                                               --------------       --------------
          Total liabilities                        9,748,136            7,424,530
                                               --------------       --------------
             STOCKHOLDER EQUITY
Preferred stock, $.0001 par value
   20,000,000 authorized, 0 outstanding                  -                    -
Common stock, $.0001 par value 280,000,000
  authorized, 58,373,769 and 52,623,769
  issued and outstanding March 31, 2007
  and December 31, 2006 respectively                   5,838                5,263
Paid in capital                                   10,203,913            9,291,988
Treasury stock, 1,566,542 and 1,566,542
   shares outstanding, respectively                 (626,241)            (626,241)
Subscription receivable                              (37,625)             (42,017)
Accumulated deficit                                 (912,908)            (849,636)
                                               --------------       --------------
          Total stockholder equity                 8,632,977            7,779,357
                                               --------------       --------------
          Total liabilities and
            stockholder equity                 $  18,381,113        $  15,203,887
                                               ==============       ==============
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>










<PAGE>  4
                      INTERNATIONAL MONETARY SYSTEMS, LTD.
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATION (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Three Months Ended
                                                                 March 31,
                                                       --------------------------
                                                            2007          2006
                                                        ------------  ------------
<S>                                                    <C>           <C>

Gross revenue                                           $ 3,301,009   $ 1,742,338
                                                        ------------  ------------
Expenses

   Payroll, related taxes
     and employee benefits                                2,106,498     1,059,510
   General and administrative                               430,128       247,007
   Occupancy                                                299,599       154,200
   Selling                                                  156,671        53,917
   Depreciation                                              49,979        35,156
   Amortization                                             286,730       133,138
   Provision for bad debt                                    20,061        30,675
                                                        ------------  ------------
      Total expenses                                      3,349,666     1,713,603
                                                        ------------  ------------
      Net income from operations                            (48,657)       28,735
                                                        ------------  ------------
   Other income (expense)
      Interest income                                         3,225         1,648
      Interest expense                                     (111,090)      (74,499)
                                                        ------------  ------------
      Total other income (expense)                         (107,865)      (72,851)
                                                        ------------  ------------
      Loss before income taxes                             (156,522)      (44,116)
      Income tax expense (benefit)                          (93,250)      (22,000)
                                                        ------------  ------------
      Net income (loss)                                 $   (63,272)  $   (22,116)
                                                        ============  ============
      Net income (loss) per
       common share - basic                             $        -    $        -
                    - dilutive                          $        -    $        -
 Weighted average common
  shares outstanding - basic                             53,953,523    40,281,376
                     - dilutive                          53,953,523    40,281,376
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>














<PAGE>  5
                      INTERNATIONAL MONETARY SYSTEMS, LTD.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                         Three Months Ended
                                                 ---------------------------------
                                                    March 31,          March 31,
                                                      2007               2006
                                                 --------------     --------------
<S>                                              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net (loss)                                    $    (63,272)      $    (22,116)
    Adjustments to reconcile net loss to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                  336,708            168,294
        Provision for bad debts                         20,061             30,675
        Stock issued in exchange for services              -               10,050
        Accretion of discount on notes payable          16,149                -
        Deferred compensation                            3,750              5,793
      Changes in assets and liabilities
          Accounts receivable                          266,834            126,845
          Earned trade account                        (112,891)          (103,390)
          Prepaid expense                              120,564             14,390
          Deferred income taxes                            -              (22,000)
          Accounts payable                             (53,101)            40,946
          Accrued compensation & payroll taxes          10,770             21,234
          Accrued sales tax                            (39,798)           (30,215)
          Accrued income taxes                          20,077             (4,950)
          Deferred income taxes                       (116,250)               -
                                                  -------------       ------------
        Net cash provided by
           operating activities                        409,601            235,556
                                                  -------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    (Increase) decrease in restricted cash            (120,137)           302,258
    Capital expenditures                              (105,154)           (13,133)
    (Increase) decrease in marketable securities        (2,250)            (2,251)
    Cash payments on business acquisitions             498,453            (65,000)
    Increase in cash surrender value                    (1,400)            (1,399)
                                                  -------------       ------------
        Net cash provided by
           investing activities                        269,512            220,475
                                                  -------------       ------------
</TABLE>




















<PAGE>  6
                      INTERNATIONAL MONETARY SYSTEMS, LTD.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 continued
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                 ---------------------------------
                                                    March 31,          March 31,
                                                      2007                2006
                                                 --------------     --------------
<S>                                              <C>                <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from notes payable to related parties                         29,243
    Payments on notes payable to related parties       (33,830)           (12,500)
    Proceeds from notes payable                            -              101,594
    Payments on notes payable                         (151,271)          (157,040)
    Purchase of treasury stock                             -             (382,200)
    Proceeds from subscription receivable                4,392              3,991
    Proceeds (costs) related to issuance of stock      412,500             56,500
                                                  -------------       ------------
        Net cash provided by (used in)
           financing activities                        231,791           (360,412)
                                                  -------------       ------------
        Net increase in cash                           910,904             95,619

Cash at beginning of period                            930,962             80,496
                                                  -------------       ------------
Cash at end of period                             $  1,841,866        $   176,115
                                                  =============       ============

SUPPLEMENTAL DISCLOSURES
    Cash paid for interest                        $    112,585        $    49,134
    Cash paid for income taxes                    $      2,923        $       -

SCHEDULE OF NONCASH INVESTING AND
   FINANCING ACTIVITIES:
    Business acquisitions
        Fair value of assets acquired             $  3,280,000        $   100,000
        Less:  Liabilities assumed                    (130,000)               -
               Stock issued                         (2,500,000)           (35,000)
               Deferred tax liability                 (650,000)               -
                                                  -------------       ------------
        Net cash paid for acquisitions            $        -          $    65,000
                                                  =============       ============

   Release of stock guarantees                    $        -          $ 1,454,250
                                                  =============       ============

   Payment of long term debt with stock           $    500,000        $    33,775
                                                  =============       ============

   Stock guarantees on acquisitions               $  2,500,000        $    35,000
                                                  =============       ============

<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>






<PAGE>  7
<TABLE>
                                     INTERNATIONAL MONETARY SYSTEMS, LTD.
              CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
              -------------------------------------------------------------------------------
<CAPTION>
                  Preferred Stock     Common Stock                                               Treasury Stock
                 ---------------------------------                                         -----------------------     Total
                           Par                Par    Paid in     Sub.     Def.     Accum.                    Par     Stockholder
                 Shares   Value    Shares    Value   Capital     Rec.     Comp.   (Deficit)     Shares      Value      Equity
                 ------   -----  ----------  ------ ----------- -------- ------  ----------- -----------  ---------- -----------
<S>              <C>      <C>    <C>         <C>    <C>         <C>      <C>      <C>        <C>          <C>         <C>

Balances at
 December 31,
 2006               -       -    52,623,769  $5,263 $9,291,988  $(42,017) $  -   $  (849,636) (1,566,542) $(626,241)  $7,779,357

Net (loss) 3
 months ending
 March 31, 2007     -       -           -       -          -         -       -       (63,272)       -         -         (63,272)

Shares issued in
 conjunction with
 the acquisition
 of businesses      -       -     3,333,333     333   2,499,667      -       -          -            -           -     2,500,000

Reclassification
 of shares issued
 at guaranteed
 prices to
 liabilities        -       -           -       -    (2,500,000)     -       -          -            -           -    (2,500,000)

Notes Payable
 converted to
 common stock       -       -     1,666,667     167     499,833      -       -          -            -           -       500,000

Warrants
 redeemed           -       -       750,000      75     412,425      -       -          -            -           -       412,500

Subscription
 receivable         -       -           -       -          -       4,392     -          -            -           -         4,392
                 ----------------------------------------------------------------------------------------------------------------
Balance,
 March 31,
 2007               -       -    58,373,769  $5,838 $10,203,913 $(37,625) $  -     $(912,908) (1,566,542) $(626,241)  $8,632,977
                 ================================================================================================================
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>


























































<PAGE>  8
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
March 31, 2007

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31,
2007, are not necessarily indicative of the results that may be expected for the
year ended December 31, 2007.

The balance sheet at December 31, 2006, has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

For further information, refer to the consolidated financial statements and
footnotes thereto included in the company's 10KSB/A for the year ended December
31, 2006 and filed on April 3, 2007.

Principles of Consolidation

The consolidated financial statements for 2007 include the accounts of the
Company and its wholly owned subsidiaries Continental Trade Exchange, Ltd. and
National Trade Association, Inc. The consolidated financial statements for 2006
include the accounts of the Company and its wholly owned subsidiary Continental
Trade Exchange, Ltd. Significant intercompany accounts and transactions have
been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.

Earnings Per Share

The computation of earnings per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
The assumed exercise of 1,050,000 and 1,050,000 stock options as of March
31, 2007 and 2006 respectively, is not included in the diluted loss per share
as the effect is anti-dilutive.

Business Segments

The Company operates in one segment and therefore segment information is not
presented.







<PAGE>  9
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

Stock-Based Compensation

Effective January 1, 2006, the Company adopted Statement No. 123R, Share-Based
Payment ("SFAS 123R"), which requires companies to measure and recognize
compensation expense for all share-based payment awards made to employees and
directors based on estimated fair values. SFAS 123R is being applied on the
modified prospective basis. Prior to the adoption of SFAS 123R, the Company
accounted for its stock-based compensation plans under the recognition and
measurement principles of Accounting Principles Board (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, as provided by SFAS 123. Accounting
for Stock based compensation ("SFAS 123") and accordingly, recognized no
compensation expense related to the stock-based plans as stock options granted
to employees and directors were equal to the fair market value of the underlying
stock at the date of grant. In March 2005, the SEC issued Staff Accounting
Bulletin No. 107 ("SAB 107") relating to SFAS 123R. The Company has applied the
provisions of SAB 107 in its adoption of SFAS 123R.


Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and
140", to simplify and make more consistent the accounting for certain
financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", to permit fair value
re-measurement for any hybrid financial instrument with an embedded
derivative that otherwise would require bifurcation, provided that the
whole instrument is accounted for on a fair value basis. SFAS No. 155
amends SFAS No. 140, "Accounting for the Impairment or Disposal of
Long-Lived Assets", to allow a qualifying special-purpose entity to hold
a derivative financial instrument that pertains to a beneficial interest
other than another derivative financial instrument. SFAS No. 155 applies
to all financial instruments acquired or issued after the beginning of
an entity's first fiscal year that begins after September 15, 2006, with
earlier application allowed. The adoption of this statement is not
expected to have a material effect on the Company's future reported
financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing
of Financial Assets, an amendment of FASB Statement No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair
value measurement with changes in fair value reflected in earnings or
the amortization and impairment requirements of Statement No. 140. The
subsequent measurement of separately recognized servicing assets and
servicing liabilities at fair value eliminates the necessity for entities
that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment
and eliminates the characterization of declines in fair value as
impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. The
adoption of this statement is not expected to have a material effect on
the Company's future reported financial position or results of operations.







<PAGE> 10
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes, an interpretation of FASB Statements
No. 109". FIN 48 clarifies the accounting for uncertainty in income
taxes by prescribing a two-step method of first evaluating whether a tax
position has met a more likely than not recognition threshold and second,
measuring that tax position to determine the amount of benefit to be
recognized in the financial statements. FIN 48 provides guidance on the
presentation of such positions within a classified statement of financial
position as well as on derecognition, interest and penalties, accounting
in interim periods, disclosure, and transition. FIN 48 is effective for
fiscal years beginning after December 15, 2006. The adoption of this
statement is not expected to have a material effect on the Company's
future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
The objective of SFAS 157 is to increase consistency and comparability in
fair value measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under
other accounting pronouncements that require or permit fair value
measurements and does not require any new fair value measurements. The
provisions of SFAS No. 157 are effective for fair value measurements made
in fiscal years beginning after November 15, 2007. The adoption of this
statement is not expected to have a material effect on the Company's future
reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans - an amendment
of FASB Statements No. 87, 88, 106, and 132(R)". This statement requires
employers to recognize the over-funded or under-funded status of a defined
benefit postretirement plan (other than a multiemployer plan) as an asset
or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur
through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. This statement
also requires an employer to measure the funded status of a plan as of the
date of its year-end statement of financial position, with limited
exceptions. The provisions of SFAS No. 158 are effective for employers with
publicly traded equity securities as of the end of the fiscal year ending
after December 15, 2006. The adoption of this statement is not expected to
have a material effect on the Company's future reported financial position
or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No.
108, "Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses
how the effects of prior year uncorrected misstatements should be considered
when quantifying misstatements in current year financial statements. SAB No.
108 requires companies to quantify misstatements using a balance sheet and
income statement approach and to evaluate whether either approach results
in quantifying an error that is material in light of relevant quantitative
and qualitative factors. SAB No. 108 is effective for period ending after
November 15, 2006. The Company is currently evaluating the impact of
adopting SAB No. 108 but does not expect that it will have a material effect
on its financial statements.






<PAGE> 11
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


In February 2007, the Financial Accounting Standards Board (FASB) issued
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115".  This
statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS No.
159 apply only to entities that elect the fair value option. However, the
amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities" applies to all entities with available-for-sale and
trading securities. SFAS No. 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "Fair Value Measurements". The adoption of this
statement is not expected to have a material effect on the Company's
financial statements.


Note 2 - CASH AND EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to
be cash equivalents to the extent the funds are not being held for investment
purposes. As of March 31, 2007, the Company has cash in excess of FDIC
insurance of approximately $1,200,000.

Note 3 - EARNED TRADE ACCOUNT

As part of the operations of the subsidiaries, trade dollars are earned which
can be and are used to purchase goods and services. This account is increased
principally for service, membership and transaction fees, and is decreased by
the company's purchase of goods and services for trade dollars.  An impairment
loss is recognized if it becomes apparent that the fair value of the trade
dollars in the account is less than the carrying amount or if it is probable
that the company will not use all of its trade dollars. As a result of the
acquisition of National Trade Association and Alliance Barter, the trade
account is currently a liability.

Note 4 - REVENUE SOURCES AND REVENUE RECOGNITION

The Company and its subsidiary earn revenues in both traditional dollars (cash
income) and in trade dollars. Cash income is earned through fees assessed when a
member joins, through transaction fees generated when clients earn or spend
their trade dollars, through monthly maintenance fees, finance charges on
delinquent accounts receivable, and event fees.

Trade revenue is similarly generated through initial membership fees, monthly
maintenance fees, transaction fees and event fees. Occasionally the Company
will accept a favorable trade ratio in lieu of a cash fee. The Company uses
earned trade dollars to purchase various goods and services required in its
operations. All barter transactions are reported at the estimated fair value
of the products or services received.

Revenues are recognized when persuasive evidence of an arrangement exists,
delivery has occurred or services have been rendered, the price is fixed or
determinable, and collectability is reasonably assured.






<PAGE> 12
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


Transaction fees are recognized upon receipt of transactional information
accumulated by our systems or reported by our clients. Membership fees, monthly
maintenance fees, finance charges, and other fees are billed monthly to
members' accounts, and are recognized in the month the revenue is earned.

NOTE 5 - INVENTORY

Inventory consists primarily of jewelry and other merchandise held for sale
by the Company. Inventory is carried at the lower of actual cost of
acquisition or fair value.

NOTE 6 - BUSINESS ACQUISITIONS

On January 31, 2007, IMS entered into an Agreement of Merger for the
acquisition of all outstanding shares of Alliance Barter, Inc. a New
York Corporation. The terms were 3,333,333 shares of IMS stock
guaranteed by IMS to a value of $2,500,000 ($.75 per share). The
following table provides the preliminary allocation of the purchase
price based on information available on the merger date.

            Purchase price                           $2,500,000
                                                     ==========

            Cash                                     $  493,233
            Accounts receivable (net)                $   99,767
            Furniture and fixtures                       70,000
            Other Assets (Canadian Office)               50,000
            Trade Account                              (130,000)
            Membership list                           1,917,000
                                                     ----------
                   Net assets acquired               $2,500,000
                                                     ==========

The above information is subject to change once the final accounting is
completed for the former corporation for the period ended January 31, 2007.


The table below summarizes the unaudited pro forma information of the
results of operations as though the acquisitions had been completed as of
January 1, 2007:

                   Gross revenue               $ 3,555,009
                   Total expenses               (3,727,530)
                                               ------------
                   Net income before taxes     $  (172,521)
                                               ============
                   Earnings per share          $       -
                                               ============













<PAGE> 13
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

NOTE 7 - STOCK OPTIONS

The Company adopted an incentive stock option plan under which certain officers,
key employees, or prospective employees may purchase shares of the Company's
stock at an established exercise price, which shall not be less than the fair
market value at the time the option is granted. Final exercise date is any time
prior to the five-year anniversary of the first exercise date.

SFAS 123R defines a fair value based method of accounting for employee stock
option or similar equity instruments. Under the fair value based method,
compensation cost is measured at the grant date based on the fair value of the
award using an option-pricing model that takes into account the stock price at
the grant date, the exercise price, the expected life of the option, the
volatility of the underlying stock, expected dividends, and the risk-free
interest rate over the expected life of the option. The resulting compensation
cost is recognized over the service period, which is usually the vesting period.

A summary of the status of Company's fixed stock option plan as of March 31,
2007 and the changes during the quarter then ended is presented below:

<TABLE>
<CAPTION>
                                      March 31, 2007
                                 ---------------------------
                                            Weighted Average
Fixed Options                      Shares     Exercise Price
------------------------------  ----------  -----------------
Outstanding at                  <C>         <C>
   beginning of period          1,050,000   $           0.16
Granted	                                0   $             -
Forfeited                               0   $             -
Expired	                                0   $             -
                               -----------  -----------------
Outstanding at end of period    1,050,000   $           0.16

                               ===========  =================
</TABLE>

Options exercisable at
   period end                   1,050.000
                               ===========

Weighted average fair value
  of options granted to
  employees during the year    $       -
                               ===========

As of March 31, 2007 there were 1,050,000 options outstanding and
exercisable, with a weighted average remaining contractual life of 1.6
years, and a weighted average exercise price of $0.16.

All options had vested prior to January 1, 2006.

B). STOCK ISSUANCES

On February 15, 2007 two private investors converted convertible notes payable
of $500,000 into 1,666,6667 shares of IMS common stock. The shares were
converted at $.30 per share. There was no gain or loss recorded on the
conversion.



<PAGE> 14
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


On March 20, 2007 a private investor exercised 750,000 warrants for common stock
of IMS. IMS received cash in the amount of $412,500 ($.55 per share) for the
shares.


NOTE 8 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.


NOTE 9 - SUBSEQUENT EVENTS

In May 2007, a private investor holding a convertible note totaling $200,000
has converted his note into 666,667 shares of IMS common stock. The shares were
converted at $.30 per share. There was no gain on loss recorded on the
conversion.




































<PAGE> 15
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Results of Operations

The trade exchange acquisitions announced in the fourth quarter of 2006 have had
a significant, positive impact on International Monetary Systems' gross revenue
in the first quarter of 2007, producing an increase of more than 89%. We
continued to expand our sales staff, which enrolled more than 750 new clients
in the quarter. Though this is a somewhat costly endeavor, management believes
that the new clients will provide strong organic growth in the future. The
Company also made substantial investments in infrastructure - relocating several
offices to larger facilities, purchasing a sizable quantity of new computers and
other state-of-the-art equipment, and hiring more sales and broker trainers.

During the quarter ended March 31, 2007, International Monetary Systems
processed more than $26.8 million in trade transactions, an increase of 121%
over the $12.1 million processed in the 1st quarter of 2006. This generated
gross revenue of $3,301,009 for the period, compared to $1,742,338 in the prior
year, an increase of 89%.

Total expenses increased from $1,713,608 in the first quarter of 2006 to
$3,349,666 for the period ended March 31, 2007, This increase of 95% occurred
primarily because of additional overhead costs from the acquisitions of National
Trade Association and Alliance Barter, as well as the expansion of our outside
sales force and the infrastructure expenses described above.

The income tax benefit consists of:

                                    Three Months     Three Months
                                        Ended            Ended
                                   March 31, 2007   March 31, 2006
                                   --------------   --------------
               Income tax expense      $  23,000       $       -
               Deferred tax benefit     (116,250)         (22,000)
                                   --------------   --------------
                                       $ (93,250)      $  (22,000)
                                   ==============   ==============

The deferred tax benefit represents the adjustment to the deferred tax liability
which arises from the differences in basis of acquired membership lists for
financial reporting versus tax reporting.

Though the Company sustained a net loss of $63,272 for the three months ended
March 31, 2007, cash increased $930,962, of which $409,601 was provided by
operations. This represents an increase of 74% over the net cash provided by
operations of $235,556 in the first quarter of 2006.

Operating profit or EBITDA (earnings before interest, taxes, depreciation and
amortization) totaled $291,277, an increase of 47% over the $198,677 reported
for the first quarter of 2006. EBITDA is calculated as follows:











<PAGE> 16
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


                                     Three Months     Three Months
                                        Ended            Ended
                                   March 31, 2007   March 31, 2006
                                   --------------   --------------
               Net (loss)            $ (63,272)       $ (22,116)
               Interest expense        111,090           74,499
               Income tax (benefit)    (93,250)         (22,000)
               Depreciation             49,979           35,156
               Amortization            286,730          133,138
                                   -------------    -------------
                                      $291,277         $198,677
                                   =============    =============


Liquidity and Sources of Capital

On March 31, 2007, current assets were $3,685,069, and total assets were
$18,381,113. Current liabilities were $2,548,175, and total liabilities were
$9,748,136, resulting in total shareholder equity of $8,632,977.

During the first quarter of 2007 the Company's cash balance grew to $1,841,866
from $930,962 on December 31, 2006, in part due to the acquisition of $498,453
from Alliance Barter. In 2007 the Company plans to use approximately $200,000
for software migration, enhancements and training.

We believe that current cash needs can be met with the current cash balance
and from working capital generated over the next 12 months.



CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance
with generally accepted accounting principles in the United States. Preparing
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses. These
estimates and assumptions are affected by management's applications of
accounting policies. Critical accounting policies for our company include the
following:

REVENUE SOURCES AND REVENUE RECOGNITION

The Company and its subsidiary earn revenues in both traditional dollars
(cash income) and in trade dollars. Cash income is earned through fees
assessed when a member joins, through transaction fees generated when clients
earn or spend their trade dollars, through monthly maintenance fees, finance
charges on delinquent accounts receivable, and event fees.

Trade revenue is similarly generated through initial membership fees, monthly
maintenance fees, transaction fees and event fees. Occasionally the Company
will accept a favorable trade ratio in lieu of a cash fee. The Company uses
earned trade dollars to purchase various goods and services required in its
operations. All barter transactions are reported at the estimated fair value
of the products or services received.

Revenues are recognized when persuasive evidence of an arrangement exists,
delivery has occurred or services have been rendered, the price is fixed or
determinable, and collectability is reasonably assured.



<PAGE> 17
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

Transaction fees are recognized upon receipt of transactional information
accumulated by our systems or reported by our clients. Membership fees,
monthly maintenance fees, finance charges, and other fees are billed monthly
to members' accounts, and are recognized in the month the revenue is earned.

RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at face value, net of the allowance for bad
debts. Finance charges on receivables are calculated using the simple
interest method on the amount outstanding.

The allowance for bad debts is maintained at a level that is management's best
estimate of probable bad debts incurred as of the balance sheet date.
Management's determination of the adequacy of the allowance is based on an
evaluation of the accounts receivable, past collection experience, current
economic conditions, volume, growth and composition of the accounts receivable,
and other relevant factors. Actual results may differ from these estimates.
The allowance is increased by provisions for bad debts charged against income.

GOODWILL AND MEMBERSHIP LISTS

Goodwill and membership lists are stated at cost and arise when additional
exchanges are purchased. Membership lists are amortized over the estimated
life of ten years.

In 2002 the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 142, "Goodwill and Other Intangibles," which requires that goodwill and
intangible assets with indefinite lives be tested annually for impairment.
There was no impairment of goodwill or membership lists in the first quarter
of 2007.


INCOME TAXES

The Company accounts for income taxes under the Statement of Financial'
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
Under SFAS 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases.  Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.  Under
SFAS 109, the effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.


Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and
140", to simplify and make more consistent the accounting for certain
financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", to permit fair value
re-measurement for any hybrid financial instrument with an embedded
derivative that otherwise would require bifurcation, provided that the
whole instrument is accounted for on a fair value basis. SFAS No. 155
amends SFAS No. 140, "Accounting for the Impairment or Disposal of
Long-Lived Assets", to allow a qualifying special-purpose entity to hold
a derivative financial instrument that pertains to a beneficial interest



<PAGE> 18
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


other than another derivative financial instrument. SFAS No. 155 applies
to all financial instruments acquired or issued after the beginning of
an entity's first fiscal year that begins after September 15, 2006, with
earlier application allowed. The adoption of this statement is not
expected to have a material effect on the Company's future reported
financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing
of Financial Assets, an amendment of FASB Statement No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair
value measurement with changes in fair value reflected in earnings or
the amortization and impairment requirements of Statement No. 140. The
subsequent measurement of separately recognized servicing assets and
servicing liabilities at fair value eliminates the necessity for entities
that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment
and eliminates the characterization of declines in fair value as
impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. The
adoption of this statement is not expected to have a material effect on
the Company's future reported financial position or results of operations.

In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting
for Uncertainty in Income Taxes, an interpretation of FASB Statements
No. 109". FIN 48 clarifies the accounting for uncertainty in income
taxes by prescribing a two-step method of first evaluating whether a tax
position has met a more likely than not recognition threshold and second,
measuring that tax position to determine the amount of benefit to be
recognized in the financial statements. FIN 48 provides guidance on the
presentation of such positions within a classified statement of financial
position as well as on derecognition, interest and penalties, accounting
in interim periods, disclosure, and transition. FIN 48 is effective for
fiscal years beginning after December 15, 2006. The adoption of this
statement is not expected to have a material effect on the Company's
future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".
The objective of SFAS 157 is to increase consistency and comparability in
fair value measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under
other accounting pronouncements that require or permit fair value
measurements and does not require any new fair value measurements. The
provisions of SFAS No. 157 are effective for fair value measurements made
in fiscal years beginning after November 15, 2007. The adoption of this
statement is not expected to have a material effect on the Company's future
reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting
for Defined Benefit Pension and Other Postretirement Plans - an amendment
of FASB Statements No. 87, 88, 106, and 132(R)". This statement requires
employers to recognize the over-funded or under-funded status of a defined





<PAGE> 19
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


benefit postretirement plan (other than a multiemployer plan) as an asset
or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur
through comprehensive income of a business entity or changes in
unrestricted net assets of a not-for-profit organization. This statement
also requires an employer to measure the funded status of a plan as of the
date of its year-end statement of financial position, with limited
exceptions. The provisions of SFAS No. 158 are effective for employers with
publicly traded equity securities as of the end of the fiscal year ending
after December 15, 2006. The adoption of this statement is not expected to
have a material effect on the Company's future reported financial position
or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No.
108, "Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses
how the effects of prior year uncorrected misstatements should be considered
when quantifying misstatements in current year financial statements. SAB No.
108 requires companies to quantify misstatements using a balance sheet and
income statement approach and to evaluate whether either approach results
in quantifying an error that is material in light of relevant quantitative
and qualitative factors. SAB No. 108 is effective for period ending after
November 15, 2006. The Company is currently evaluating the impact of
adopting SAB No. 108 but does not expect that it will have a material effect
on its financial statements.

In February 2007, the Financial Accounting Standards Board (FASB) issued
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
Liabilities - Including an Amendment of FASB Statement No. 115".  This
statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS No.
159 apply only to entities that elect the fair value option. However, the
amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and
Equity Securities" applies to all entities with available-for-sale and
trading securities. SFAS No. 159 is effective as of the beginning of an
entity's first fiscal year that begins after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, "Fair Value Measurements". The adoption of this
statement is not expected to have a material effect on the Company's
financial statements.


Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements.


ITEM 3. CONTROLS AND PRODCECURES

Members of our management, including Don F Mardak, our Chief Executive Officer,
Danny W Weibling, our Chief Financial Officer, have evaluated the effectiveness
of our disclosure controls and procedures, as of March 31, 2007, the end of
the period covered by this report. Based upon that evaluation, Mr. Mardak and
Mr. Weibling concluded that our disclosure controls and procedures are
effective.





<PAGE> 20
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


INTERNAL CONTROL OVER FINANCIAL REPORTING


Under the supervision and with the participation of our management, including
the principal executive officer and principal financial officer, we conducted
an evaluation of our disclosure controls and procedures, as such term is
defined under Rule 13a-15(c) and Rule 15d-15(c) promulgated under the
Securities Exchange Act of 1934, as amended (Exchange Act), as of March 31,
2007. Based on this evaluation, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures
are effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time period specified in the Securities
and Exchange Commission's rules and forms, and that our disclosure and
controls are designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is accumulated
and communicated to our management, including our principal executive officer
and principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the first quarter of fiscal 2007 that have
materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.


































<PAGE> 21
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

Part II.     Other Information

     Item    1.   Legal Proceedings - None

     Item    2.   Changes in Securities

                  On March 1, 2007 the Company issued 3,333,333 shares of
                  commons stock, with a fair value of $2,500,000  for the
                  acquisition of Alliance Barter, Inc.

                  On February 15, 2007 the company issued 1,666,667 shares
                  of common stock for the conversion of $500,000 of convertible
                  notes payable by two private investors.

                  On March 20, 2007 a private investor exercised 750,000
                  warrants for common stock of IMS. IMS received cash in the
                  amount of $412,500 ($.55 per share) for the warrants.

     Item    3.   Defaults upon Senior Securities - None

     Item    4.   Submission of Matters to a Vote of Security Holders - None

     Item    5.   Other Information - None

     Item    6.   Exhibits and Reports on Form 8-K

            (a)   Exhibits

                  31.1   Certification of Chief Executive Officer Pursuant to
                         Rule 13a-14(a) of the Exchange Act.
                  31.2   Certification of Principal Financial and Accounting
                         Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
                  32.1   Certification of Chief Executive Officer Pursuant to
                         Section 906 of the Sarbanes-Oxley Act of 2002.
                  32.2   Certification of Principal Financial and Accounting
                         Officer Pursuant to Section 906 of the Sarbanes-Oxley
                         Act of 2002.

            (b)   Reports on Form 8-K

                  A Form 8-K was filed on March 23, 2007 reporting the
                  exercise of 750,000 of warrants for common stock of
                  IMS for $412,500.



















<PAGE> 22
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


Signatures

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 thereunto duly authorized.
                                        International Monetary Systems, Ltd.
                                   ---------------------------------------------
                                                    (Registrant)
                                                     ----------
Date       May 18, 2007                /s/ Donald F. Mardak
          ----------------------   ---------------------------------------------
                                           Donald F. Mardak, President
                                           (Principal Executive Officer)

Date       May 18, 2007                /s/ Danny W Weibling
          ----------------------   ---------------------------------------------
                                           Danny W Weibling, CPA, Treasurer
                                           (Chief Financial Officer)