<SEQUENCE>1
<FILENAME>ims06300510qsb.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 JUNE 30, 2005

                                       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 -- 42,076,404 shares as of June 30, 2005.



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

Part I.  Financial Information

         Item 1.  Financial Statements (Unaudited)

                  Condensed consolidated balance sheets - June 30, 2005           2
                    and December 31, 2004

                  Condensed consolidated statements of income - Three months
                    ended June 30, 2005 and 2004; Six months ended
                    June 30, 2005 and 2004                                        3

                  Condensed consolidated statements of cash flows - Six
                    months ended June 30, 2005 and 2004                           4

                  Notes to condensed consolidated financial statements -
                    June 30, 2005                                                 5

        Item 2.   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                     6

        Item 3.   Quantitative and Qualitative Disclosure of Market Risk          7


Part II.  Other Information                                                       7

        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>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
                                                   June 30,           December 31,
                                                     2005                2004
                                              ----------------     ----------------
<S>                                           <C>                  <C>
             ASSETS
Current assets
    Cash                                       $     166,594        $      83,669
    Accounts receivable, net                       1,036,756              852,825
    Earned trade account                             250,555              217,021
    Inventory                                        141,786              134,636
    Prepaid expenses                                  47,462               14,129
                                               --------------       --------------
          Total current assets                     1,643,153            1,302,280
                                               --------------       --------------
Furniture and equipment
    Furniture and equipment                        1,064,248              964,802
       Less accumulated depreciation                (627,413)            (552,637)
                                               --------------       --------------
          Net furniture and equipment                436,835              412,165
                                               --------------       --------------
Other assets
    Restricted cash                                  122,129              241,956
    Notes receivable                                       0               24,398
    Membership lists & covenant                    3,929,036            2,096,973
    Goodwill                                         535,478              535,478
    Investment in real estate                         31,000               31,000
    Other                                            128,775              111,475
    Deferred income taxes                             86,935              114,635
                                               --------------       --------------
          Total other assets                       4,833,353            3,155,915
                                               --------------       --------------
          Total assets                         $   6,913,341        $   4,870,360
                                               ==============       ==============
             LIABILITIES
Current liabilities
    Accounts and notes payable                 $     801,676        $     702,540
    Other current liabilities                        184,276              182,810
                                               --------------       --------------
          Total current liabilities                  985,952              885,350
                                               --------------       --------------
Long-term liabilities
    Notes payable                                  1,720,383              744,390
    Notes payable to related parties                 193,070              193,243
    Deferred compensation plan                        70,995               70,995
                                               --------------       --------------
          Total long-term liabilities              1,984,448            1,008,628
                                               --------------       --------------
          Total liabilities                        2,970,400            1,893,978
                                               --------------       --------------
             STOCKHOLDER EQUITY
Common stock, $.0001 par value                         4,006                4,006
Paid in capital                                    5,043,839            3,964,089
Treasury stock                                      (971,753)            (765,003)
Retained earnings (deficit)                         (133,151)            (226,710)
                                               --------------       --------------
          Total stockholder equity                 3,942,941            2,976,382
                                               --------------       --------------
          Total liabilities and
            stockholder equity                 $   6,913,341        $   4,870,360
                                               ==============       ==============
</TABLE>
                                        2

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

<TABLE>
<CAPTION>
                                      Three Months Ended             Six Months Ended
                                           June 30,                       June 30,
                                 ---------------------------    --------------------------
                                     2005           2004            2005          2004
                                 ------------   ------------    ------------  ------------
<S>                              <C>            <C>             <C>           <C>
Income

   Gross revenue                 $ 1,597,891    $ 1,110,410     $ 2,740,639   $ 2,177,610
                                 ------------   ------------    ------------  ------------
Expenses

   Payroll, related taxes
   and employee benefits             832,467        648,923       1,559,387     1,245,152

   General and administrative        312,422        229,958         532,281       454,248

   Occupancy                         128,729        106,437         239,490       209,655

   Selling                            86,017         36,303         140,101        76,723

   Other                              87,149         35,973         144,622       100,860
                                 ------------   ------------    ------------  ------------
      Total expenses               1,446,784      1,057,594       2,615,881     2,086,638
                                 ------------   ------------    ------------  ------------
Income before income taxes           151,107         52,816         124,758        90,972

Income tax expense                    37,800         12,304          31,200        21,843
                                 ------------   ------------    ------------  ------------
      Net income                 $   113,307    $    40,512     $    93,558   $    69,129
                                 ============   ============    ============  ============
      Net income per
       common share              $      .003   $       .001     $      .002   $      .002

Weighted average common
  shares outstanding              38,668,542     36,243,256      38,668,542    36,243,256

</TABLE>










                                        3


<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Six Months Ended
                                                 -----------------------------------
                                                    June 30,             June 30,
                                                      2005                 2004
                                                 --------------       --------------
<S>                                              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net cash provided by (used in)
           operating activities                   $    139,519        $      90,309
                                                  -------------       --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash withdrawn from escrow account                 240,000              300,000
    Cash deposited in escrow account                  (120,173)            (120,192)
    Capital expenditures                               (37,146)             (61,210)
    Covenant not to compete                            (89,300)                   0
    Business acquisitions                             (665,000)             (20,000)
                                                  -------------       --------------
        Net cash used in investing activities         (671,619)              98,598
                                                  -------------       --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net borrowings (repayment) of debt                 797,025             (135,245)
    Treasury stock acquisitions                       (206,750)            (316,801)
    Proceeds (costs) related to issuance of stock       24,750              228,722
                                                  -------------       --------------
        Net cash provided by financing activities      615,025             (223,324)
                                                  -------------       --------------
        Net increase in cash                            82,925              (34,417)

Cash at beginning of period                             83,669              113,023
                                                  -------------       --------------
Cash at end of period                             $    166,594        $      78,606
                                                  =============       ==============


SCHEDULE OF NONCASH INVESTING AND
   FINANCING ACTIVITIES:
    Business acquisitions
        Fair value of assets acquired             $  2,032,500              591,714
        Less:  Liabilities assumed                           0              (11,300)
               Stock issued                         (1,055,000)            (350,000)
               Note payable                           (312,500)            (210,414)
                                                  -------------       --------------
        Net cash paid for acquisitions            $    665,000        $      20,000
                                                  =============       ==============
</TABLE>







                                       4


<PAGE>

                      INTERNATIONAL MONETARY SYSTEMS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2005

NOTE A. - 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 six month period ended June 30, 2005,
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2005.

The balance sheet at December 31, 2004, 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 for the year ended December
31, 2004 and filed on March 30, 2005.

NOTE B - INVENTORY

Inventory consists primarily of fine art and other merchandise which the company
intends to sell. Inventory is carried at the lower of actual cost of acquisition
or fair value.

NOTE C - BUSINESS ACQUISITIONS

On April 30, 2005, IMS purchased selected assets of Eagle Barter Exchange of
Chattanooga, TN for $365,000. Terms of the acquisition included a down payment
of $65,000, paid in two installments of $40,000 and $25,000 paid in May and July
of 2005. IMS issued 600,000 shares of its common stock guaranteed to a value of
$300,000 ($.50 per share).

The assets acquired include $11,200 for accounts receivable, $23,800 for
furniture and equipment, and $330,000 for the membership list.

On April 30, 2005, IMS purchased selected assets of the Reno, NV office of
United Trade Network for $155,000. Terms of the acquisition included a down
payment of $100,000, paid in six installments: one payment of $50,000 in May
2005 and five payments of $10,000 to be paid monthly starting in June of 2005.
IMS issued 110,000 shares of its common stock guaranteed to a value of $55,000
($.50 per share).

The assets acquired include $21,500 for accounts receivable, $3,500 for
furniture and equipment, and $130,000 for the membership list.

On May 31, 2005, IMS entered into a Share-Exchange Agreement for the
acquisition of all outstanding shares of Barter Business Unlimited, Inc.,
a Connecticut Corporation. The purchase price was $1,550,000 discounted to
a present value $1,512,500. The terms were $500,000 in cash, 2,050,000 shares
of IMS stock and a promissory note in the amount of $350,000. 1,400,000 of the
issued shares are guaranteed by IMS to a value of $700,000 ($.50 per share).

The assets acquired include $101,000 for accounts receivable, $35,000 for
furniture and equipment, and $1,376,500 for the membership list.

                                       5

<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

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

Results of Operations

On April 30, 2005, International Monetary Systems, Ltd. (IMS) purchased the
assets and client bases of Eagle Barter Exchange of Chattanooga, TN and United
Trade Network of Reno, NV. On May 31, 2005, IMS purchased Barter Business
Unlimited of Hartford, CT. The effects of these acquisitions are reflected in
the IMS 2005 second quarter financial information.

In the quarter ending June 30, 2005, the Company's gross revenue increased
44% to $1,597,891, compared to $1,110,410 for the second quarter of 2004. The
increased revenue was a result of the three acquisitions described above,
coupled with additional internal growth of our Continental Trade Exchange
barter network.

In the second quarter of 2005, the barter-division operating subsidiary had
net income of $274,341. This represented a 89% increase over the $144,819
generated during the same three months of 2004. In the current period, the
International Monetary Systems holding company had additional expenses for
accounting, interest and investor relations, which reduced this net income
to $151,107 before taxes. This represents a 186% increase over the pre-tax
net income of $52,816 for the second quarter of 2004. Subtracting a $37,800
income tax expense deduction, the 2005 second-quarter net income was $113,307.
This compares to net income of $40,512 for the same period last year, an
increase of 180%.

Total expenses increased 37%, from $1,057,594 in the second quarter of 2004
to $1,446,784 at the end of the current period. The increased expenses were
also attributed to the recent acquisitions, along with costs of investor
relations and consulting services.

The Company's earnings before interest, taxes, depreciation and amortization
(EBITDA) totaled $292,567 for the current quarter. This was a 91% increase
over the EBITDA of $153,051 for the same period last year.

Year-to-date gross revenue for the six-month period ending June 30, 2005
totaled $2,740,639, compared to $2,177,610 for the same period in 2004, an
increase of 26%. Total expenses for the six-month period ending June 2005
were $2,615,881, compared to $2,086,638 for the corresponding period in 2004,
an increase of 25%. Total year-to-date net income for the first six months of
2005 was $93,558 compared to $69,129 for the six months ending June 30, 2004,
an increase of 35%.

EBITDA for the six months ending June 30, 2005 totaled $377,420, compared to
EBITDA of $272,100 for the same period last year, an increase of 38%.

As of June 30, 2005, International Monetary Systems' total assets have
increased to $6,913,341 from $4,870,360 at the end of 2004, with stockholders'
equity increasing to $3,942,941 from $2,976,382.

Liquidity and Sources of Capital

At the end of the second quarter of 2005, the Company's cash balance had
increased to $166,594 from $83,669 at the end of 2004. This was a result of
funds raised in several private placements, less the amounts remitted as down
payments on the three acquisitions described above.

                                       6


<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

Subsequent Events

On July 31, 2005, the Company concluded the acquisition of International Barter
Network, a barter exchange located in New York, NY.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

The company monitors the impact of interest expense on its long-term debt on a
regular basis.


Part II.     Other Information

     Item    1.   Legal Proceedings - None

     Item    2.   Changes in Securities - None

     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

                  (99.1) Certification of Chief Executive Officer and Chief
                       Financial Officer pursuant to 18 U.S.C. section 1350

            (b)   Reports on Form 8-K

                  A Form 8-K was filed on June 3, 2005 reporting the
                  receipt of $200,000 in funds from a private investor.

                  A Form 8-K was filed on June 10, 2005 reporting the
                  Share-Exchange Agreement for the acquisition of all
                  outstanding shares of Barter Business Unlimited, Inc.,
                  a Connecticut Corporation.














                                     7


<PAGE>
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       August 13, 2005         /s/ Donald F. Mardak
          ----------------------   ---------------------------------------------
                                          Donald F. Mardak, President
                                          (Principal Executive Officer)


Date       August 13, 2005          /s/ Danny W Weibling
          ----------------------   ---------------------------------------------
                                           Danny W Weibling, CPA, Treasurer
                                           (Chief Financial Officer)


































                                       8


<PAGE>
                                CERTIFICATIONS

I, Donald F. Mardak, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of International
Monetary Systems, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      (a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared;

      (b) evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and

      (c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

      (a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      (b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:      August 13, 2005         /s/ Donald F. Mardak
           -----------------       ---------------------------------------------
                                       Donald F. Mardak, President
                                       (Chief Executive Officer)

<PAGE>

I, Danny W. Weibling, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of International
Monetary Systems, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

      (a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report is
      being prepared;

      (b) evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and

      (c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

      (a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and

      (b) any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:      August 13, 2005         /s/ Danny W. Weibling
           -----------------       ---------------------------------------------
                                       Danny W. Weibling, Treasurer
                                       (Chief Financial Officer)


<PAGE>

                        International Monetary Systems, Ltd.

                 Exhibit Index to Quarterly Report on Form 10-QSB
                      for the Quarter ended June 30, 2005



Exhibit
 No.             Exhibit Description

(99.1)    Certification of Chief Executive Officer and Chief Financial
          Officer pursuant to 18 U.S.C. section 1350




                                                                    Exhibit 99.1


                             CERTIFICATION PURSUANT TO
                              18 U.S.C. SECTION 1350
                              AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of International Monetary Systems,
Ltd. ("Company") on Form 10-QSB for the period ending June 30, 2005
as filed with the Securities and Exchange Commission ("Report"), we,
Donald M. Mardak, Chief Executive Officer of the Company, and Danny W.
Weibling, Chief Financial Officer of the Company, jointly and severally
certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906
of the Sarbanes-Oxley Act of 2002, that:

1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

/s/ Donald M. Mardak
    -----------------------
    Donald M. Mardak
    Chief Executive Officer


/s/ Danny W. Weibling
    -----------------------
    Danny W. Weibling
    Chief Financial Officer

August 13, 2005