<SEQUENCE>1
<FILENAME>ims09300510qsb4.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 SEPTEMBER 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 November 20, 2005.

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 (Unaudited)

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

                  Condensed consolidated statements of operations - Three months
                    ended September 30, 2005 and 2004; Nine months ended
                    September 30, 2005 and 2004                                   3

                  Condensed consolidated statements of cash flows - Nine
                    months ended September 30, 2005 and 2004                      4

                  Condensed consolidated statement of changes in stockholders
                    equity - Nine months ended September 30, 2005                 5

                  Notes to condensed consolidated financial statements -
                    September 30, 2005                                            6

        Item 2.   Management's Discussion and Analysis of Financial Condition
                    and Results of Operations                                    10

        Item 3.  Controls and Procedures                                         11


Part II.  Other Information                                                      12

        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>
                                                 September 30,        December 31,
                                                     2005                2004
                                              ----------------     ----------------
<S>                                           <C>                  <C>
             ASSETS
Current assets
    Cash                                       $      98,925        $      83,669
    Accounts receivable, net                       1,050,205              852,825
    Earned trade account                             243,985              217,021
    Inventory                                        134,636              134,636
    Prepaid expenses                                  25,599               14,129
                                               --------------       --------------
          Total current assets                     1,533,350            1,302,280
                                               --------------       --------------
          Net furniture and equipment                470,762              412,165
                                               --------------       --------------
Other assets
    Restricted cash                                  242,495              241,956
    Notes receivable                                       0               24,398
    Membership lists & covenant                    4,339,663            2,096,973
    Goodwill                                         535,478              535,478
    Investment in real estate                         31,000               31,000
    Other                                            128,938              111,475
    Deferred income taxes                             78,431              114,635
                                               --------------       --------------
          Total other assets                       5,356,005            3,155,915
                                               --------------       --------------
          Total assets                         $   7,380,117        $   4,870,360
                                               ==============       ==============
             LIABILITIES
Current liabilities
    Accounts payable and accrued expenses      $     327,112        $     325,831
    Notes payable net, current portion               668,904              559,519
                                               --------------       --------------
          Total current liabilities                  996,016              885,350
                                               --------------       --------------
Long-term liabilities
    Notes payable net, less current portion        1,888,058              744,390
    Notes payable to related parties                 197,271              193,243
    Deferred compensation plan                        70,995               70,995

                                               --------------       --------------
          Total long-term liabilities              2,156,324            1,008,628
                                               --------------       --------------
          Total liabilities                        3,152,340            1,893,978
                                               --------------       --------------
             STOCKHOLDER EQUITY
Preferred stock, $.0001 par value
   20,000,000 authorized, 0 oustanding                     0                    0
Common stock, $.0001 par value 280,000,000
  authorized, 42,076,404 and 40,056,404
  issued and outstanding September 30,
  2005 and December 31, 2004 respectively              4,208                4,006
Paid in capital                                    4,979,440            3,964,089
Subscription receivable                              (69,000)                   0
Deferred compensation                                (38,088)                   0
Treasury stock                                      (542,729)            (765,003)
Retained earnings (deficit)                         (106,054)            (226,710)
                                               --------------       --------------
          Total stockholder equity                 4,227,777            2,976,382
                                               --------------       --------------
          Total liabilities and
            stockholder equity                 $   7,380,117        $   4,870,360
                                               ==============       ==============

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                        2

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

<TABLE>
<CAPTION>
                                      Three Months Ended            Nine Months Ended
                                        September 30,                  September 30,
                                 ---------------------------    --------------------------
                                     2005           2004            2005          2004
                                 ------------   ------------    ------------  ------------
<S>                              <C>            <C>             <C>           <C>

   Gross revenue                 $ 1,674,526    $ 1,169,918     $ 4,415,165   $ 3,347,528
                                 ------------   ------------    ------------  ------------
Expenses

   Payroll, related taxes
   and employee benefits             931,458        667,111       2,490,844     1,912,263

   General and administrative        343,851        303,555         876,132       757,803

   Occupancy                         166,077        101,519         405,568       311,173

   Selling                           104,110         66,683         244,211       143,407

   Other                              92,932         41,973         237,554       142,833
                                 ------------   ------------    ------------  ------------
      Total expenses               1,638,428      1,180,841       4,254,309     3,267,479
                                 ------------   ------------    ------------  ------------
Income (loss) before income taxes     36,098       (10,923)         160,856        80,049

Income tax expense (income)            9,000        (3,480)          40,200        18,363
                                 ------------   ------------    ------------  ------------
      Net income (loss)          $    27,098    $   (7,443)     $   120,656   $    61,686
                                 ============   ============    ============  ============
      Net income per
       common share - basic      $      .001   $      (.001)    $      .003   $      .002
                    - dilutive   $      .001   $      (.001)    $      .003   $      .002
 Weighted average common
  shares outstanding - basic      40,474,621     36,823,302      39,279,548    36,823,302
                     - dilutive   43,202,219     36,823,302      41,033,2225   36,823,302
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>















                                        3

<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                 -----------------------------------
                                                  September 30,        September 30,
                                                      2005                 2004
                                                 --------------       --------------
<S>                                              <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                    $    120,656        $      61,686
    Adjustments to reconcile net loss to net
      used in operating activities:
        Depreciation and amortization                  291,421              192,051
        Stock issued for services                      126,953                    0
        Deferred income taxes                           36,204               18,146
        Changes in assets and liabilities
          Accounts receivable                          (44,680)             106,271
          Earned trade account                         (46,964)            (157,182)
          Inventory                                          0                2,036
          Prepaid expenses                             (11,470)                   0
          Other assets                                 (17,463)             (50,377)
          Notes receivable                              24,398               13,788
          Accounts payable                               1,281               35,208
          Accrued liabilities                           14,676              (51,611)
                                                  -------------       --------------
        Net cash provided by (used in)
           operating activities                   $    495,012        $     170,016
                                                  -------------       --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash withdrawn from escrow account                 240,000              300,000
    Cash deposited in escrow account                  (240,539)            (180,403)
    Capital expenditures                               (88,108)             (87,063)
    Covenant not to compete                            (89,300)                   0
    Cash payments on business acquisitions            (965,000)             (70,000)
                                                  -------------       --------------
        Net cash used in investing activities       (1,142,947)             (37,466)
                                                  -------------       --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from note payable                           4,028
    Purchase of treasury stock                        (332,047)
    Net borrowings (repayment) of debt                                     (181,898)
    Procceds from notes payable                      1,015,167
    Proceeds from benifical conversion                  84,833             (327,049)
    Payments on notes payable                         (108,790)
    Proceeds (costs) related to issuance of stock                           347,636
                                                  -------------       --------------
        Net cash provided by (used in)
           financing activities                        663,191             (161,311)
                                                  -------------       --------------
        Net increase in cash                            15,256              (28,761)

Cash at beginning of period                             83,669              113,023
                                                  -------------       --------------
Cash at end of period                             $     98,925        $      84,262
                                                  =============       ==============
SCHEDULE OF NONCASH INVESTING AND
   FINANCING ACTIVITIES:
    Business acquisitions
        Fair value of assets acquired             $  2,637,000              962,587
        Less:  Liabilities assumed                     (19,500)             (62,173)
               Barter paid                             (20,000)             (20,000)
               Stock issued                         (1,320,000)            (350,000)
               Note payable                           (312,500)            (460,414)
                                                  -------------       --------------
        Net cash paid for acquisitions            $    965,000        $      70,000
                                                  =============       ==============
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                                      4

<PAGE>
<TABLE>
                                     INTERNATIONAL MONETARY SYSTEMS, LTD.
              CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
              -------------------------------------------------------------------------------
<CAPTION>
                    Common Stock     Preferred Stock                                            Treasury Stock
                 ------------------  ---------------                              Retained  -----------------------     Total
                               Par            Par    Paid in     Sub.     Def.    Earnings                   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,
 2004            40,056,404 $ 4,006       0  $    0 $3,964,089        0        0  $(226,710) (1,613,872)  $ (765,003) $2,976,382

Issuance of
 common stock
 for consulting
 services           373,000      37                    105,473                                  166,000       49,320     154,830

Issuance of
 common stock
 for business
 acquisitions     2,280,000     228                    814,772                                  790,000      505,000   1,320,000

Stock Options
 for consulting
 services                                               10,211                                                            10,211

Discount on
 convertible
 notes payable                                          84,834                                                            84,834

Treasury shares
 purchased or
 returned                                                                                      (919,955)    (332,046)   (332,046)

Treasury shares
 returned in
 advance for
 escrow funds                                                                                  (450,000)

Shares issued
 for prior rent
 payable                                                                                         20,000

Shares not yet
 issued           (633,000)     (63)                       63                                   249,000

Deferred Comp                                                   (38,088)                                                 (38,088)

Subscription
 receivable                                                              (69,000)                                        (69,000)

Net income                                                                          120,656                              120,656
                 ---------- -------  ------ ------- ---------- -------- --------  ---------  ----------  -----------  ----------
Balances at
September
30, 2005         42,076,404 $ 4,208       0 $     0 $4,979,440 $(38,088)$(69,000) $(106,054) (1,758,827) $  (542,729) $4,227,777
                 ========== =======  ====== ======= ========== ======== ========  ========== ==========  ===========  ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>

                                                        5

<PAGE>

                      INTERNATIONAL MONETARY SYSTEMS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
September 30, 2005

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 nine month period ended September 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the company and
its subsidiaries.  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.

Business Segments

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








                                      6

<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


Stock-Based Compensation

The Company applies Accounting Principles Board ("APB") Opinion No. 25,
Accounting for Stock Issued to Employees, and Related Interpretations, in
accounting for stock warrants issued to employees.  Under APB No. 25, employee
compensation cost is recognized when estimated fair value of the underlying
stock on date of grant exceeds exercise price of the stock option. For stock
options and warrants issued to non-employees, the Company applies Statements
of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based
Compensation, which requires the recognition of compensation cost based upon
the fair value of stock warrants at the grant date using the Black-Scholes
option pricing model.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards ("SFAS") No. 151, "Inventory
Costs - an amendment of ARB No. 43, Chapter 4"" SFAS No. 152, "Accounting for
Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66
and 67," SFAS No. 153, "Exchanges of Non-monetary Assets - an amendment of APB
Opinion No. 29," and SFAS No. 123 (revised 2004), "Share-Based Payment," were
recently issued.  SFAS No. 151, 152, 153 and 123 (revised 2004) have no current
applicability to the Company and have no effect on the 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.

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.

Note 4 - REVENUE SOURCES

The company and its subsidiaries earn revenues in both traditional dollars
(cash income) and in trade dollars. Cash income is earned through membership
set-up fees assessed when a member joins, through service fees generated
when clients spend and/or generate their trade dollars to purchase and/or
sell goods and services through the exchange to/from other members, through
monthly maintenance fees, and through sales for cash of products originally
purchased by IMS with its own trade dollars.







                                      7
<PAGE>

                     INTERNATIONAL MONETARY SYSTEMS, LTD.

Trade profits are generated in various ways. Monthly maintenance fees are
assessed in trade dollars as well as in cash. Transaction fees are assessed
in trade dollars rather than cash for clients in certain industries such as
radio and TV stations. Occasionally the company will accept a favorable trade
ratio in lieu of a cash service fee. The company also has an opportunity to
create additional trade profits by purchasing wholesale, closeout, and
liquidation merchandise for cash, and the liquidating of such products
through the trade program.

NOTE 5 - 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 6 - 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).

            Purchase price                           $  365,000
                                                     ==========
            Accounts receivable                      $   11,200
            Furniture and fixtures                       23,800
            Membership list                             330,000
                                                     ----------
                   Total assets acquired             $  365,000
                                                     ==========


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).

            Purchase price                           $  155,000
                                                     ==========
            Accounts receivable                      $   21,500
            Furniture and fixtures                        3,500
            Membership list                             130,000
                                                     ----------
                   Total assets acquired             $  155,000
                                                     ==========


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).

            Purchase price (discounted)              $1,512,500
                                                     ==========
            Accounts receivable                      $  101,000
            Furniture and fixtures                       35,000
            Membership list                           1,376,500
                                                     ----------
                   Total assets acquired             $1,550,000
                                                     ==========

                                 8
<PAGE>

                      INTERNATIONAL MONETARY SYSTEMS, LTD.

On July 31, 2005, IMS purchased selected assets of International Barter
Network of New York, NY for $60,000. Terms of the acquisition included a
payment of $20,000 in trade dollars and assumption of a note payable in the
amount of $19,500. IMS issued 80,000 shares of its common stock guaranteed to
a value of $40,000 ($.50 per share).

            Purchase price                           $   60,000
                                                     ==========
            Accounts receivable                      $    3,000
            Furniture and fixtures                       10,000
            Membership list                              66,500
                                                     ----------
                   Total assets acquired             $   79,500
                                                     ----------
            Note payable assumed                         19,500
                                                     ----------
                        Net assets acquired          $   60,000
                                                     ==========

On August 31, 2005, IMS purchased selected assets of the Las Vegas, NV office
of United Trade Network for $525,000. Terms of the acquisition included a down
payment of $300,000. IMS issued 450,000 shares of its common stock guaranteed
to a value of $225,000 ($.50 per share).

            Purchase price (discounted)              $  525,000
                                                     ==========
            Accounts receivable                      $   85,000
            Furniture and fixtures                       15,000
            Membership list                             425,000
                                                     ----------
                   Total assets acquired             $  525,000
                                                     ==========

The table below summarizes the pro forma information of the results of
operations as though the acquisitions had been completed as of January 1, 2005.

                                                  Nine Months Ended
                                                  September 30, 2005

           Gross Revenue                             $6,103,000
           Total expenses                             5,616,000
                                                     ----------
           Net income before taxes                   $  487,000
                                                     ==========
           Earnings per share                        $      .01


NOTE 7 - NOTES PAYABLE

On March 14th International Monetary Systems, Ltd. (IMS) received $610,000
from three private investors. $500,000 is secured by two promissory notes issued
by IMS. The terms are for two years, interest only, paid quarterly at 10%
annually, starting June 5, 2005. At the expiration of the notes, IMS shall pay
the investors the sum of $500,000. At the option of the investors and in lieu of
cash payments IMS shall transfer 1,666,667 shares of IMS $.0001 par value common
stock to the investors ($500,000 at $.30 per share).  The investors may also
elect a combination of cash and stock with a combined value of $500,000.

                                  9
<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

The remaining $110,000 is secured by a promissory note issued by IMS. The
term is three years with interest at 10% annually. Principal and interest
payments of $3,549.40 start April 12, 2005. At the option of the investor and
in lieu of the cash balance IMS shall transfer shares of IMS $.0001 par value
common stock to the investor at the rate of $.30 per share. This conversion
must be for no less than 50,000 shares or any multiple of that amount.

On May 31st International Monetary Systems, Ltd. (IMS) received $200,000
from a private investor. The funds are secured by a promissory notes issued by
IMS. The term is for two years, interest only, paid quarterly at 10% annually,
starting August 25th of 2005. At the expiration of the note, IMS shall pay the
investor the sum of $200,000. At the option of the investor and in lieu of
cash payments IMS shall transfer 666,667 shares of IMS $.0001 par value common
stock to the investor ($200,000 at $.30 per share). The investor may also
elect a combination of cash and stock with a combined value of $200,000.

On August 29th International Monetary Systems, Ltd. (IMS) received $300,000
from two private investors. The funds are secured by promissory notes issued by
IMS. The term is for two years, interest only, paid quarterly at 10% annually,
starting in November 2005. At the expiration of the note, IMS shall pay the
investors the sum of $300,000. At the option of the investors and in lieu of
cash payments IMS shall transfer 900,000 shares of IMS $.0001 par value common
stock to the investors ($300,000 at $.30 per share). The investors may also
elect a combination of cash and stock with a combined value of $300,000.


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

Results of Operations

In the quarter ending September 30, 2005, the Company's gross revenue increased
43% to $1,674,526, compared to $1,169,918 for the third quarter of 2004. The
increased gross revenue was a result of five acquisitions, which were
consummated during the past six months, along with additional internal growth of
the CTE barter exchange.

The Continental Trade Exchange (CTE) barter business reported net income before
taxes of $150,013, compared to a profit of $119,098 for the same period of 2004,
an increase of 25%.

The company's total expenses during the third quarter of 2005 increased from
$1,180,041 in the third quarter of 2004 to $1,638,428 at the end of the current
period. The increased expenses were attributed to the acquisition of the five
trade exchanges, and other non-cash charges for investor relations work and
consulting services.

The CTE barter network's operating profit of $150,013 was reduced by the
expenses described above.

For the third quarter of 2005, International Monetary Systems, Ltd. had net
income of $27,098 compared to a loss of $7,443 for the same period in 2004.
Earnings before interest, taxes, depreciation and amortization (EBITDA)
totaled $252,088 for the current quarter. This compares to an EBITDA last
year of $92,495 for the same period, an increase of 172%.

For the nine months ending September 30, 2005, the Continental Trade Exchange
(CTE) barter network had year-to-date net income before taxes of $455,930,
compared to $390,680 for the same period in 2004.

                                  10

<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

International Monetary Systems, Ltd. year-to-date consolidated gross revenue
for the nine-month period ending September 30, 2005 totaled $4,415,165 compared
to $3,347,528 for the same period in 2004, an increase of 32%. Total expenses
for the nine-month period ending September 2005 were $4,254,309, compared to
$3,267,479 for the same period in 2004, an increase of 30%. Year-to-date net
income for the first nine months of 2005 was $120,656 compared to $61,686 for
the same period ending September 30, 2004, an increase of 96%.

EBITDA for the nine-months of 2005 totaled $629,510. This compares to an EBITDA
for the same period of 2004 totaling $357,319, an increase of 76%.

Liquidity and Sources of Capital

On September 30, 2005, the Company's cash balance was $98,925 compared to
$83,669 at the end of 2004. We believe that current cash needs can be met
from working capital over the next 12 months.

The cash in escrow accounts held to guarantee the stock buy back from two
trade exchange acquisitions was $242,495 at September 30, 2005 compared to
$241,956 at the end of 2004. In January 2005, $240,000 was withdrawn from
one account by one seller who returned 480,000 shares of stock.  During 2005
$180,000 was deposited into one account and $60,000 into the other. Additional
interest in the amount of $539 was earned on the two accounts.

See Note 7 for source of new funds from notes payable. The funds from these
notes were used for the acquisitions described in Note 6.

Effect of Newly Issued But Not Yet Effective Accounting Standards

AS 123R requires all public companies to record compensation cost for stock
options provided to employees in return for employee service. The cost is
measured at the fair value of the options when granted, and this cost is
expensed over the employee service period, which is normally the vesting
period of the options. This will apply to awards granted or modified after
December 15, 2005. Compensation cost will also be recorded for prior option
grants that vest after the date of adoption. The effect on results of
operations will depend on the level of future option grants and the
calculation of the fair value of the options granted at such future date,
as well as the vesting periods provided, and so cannot currently be
predicted. Existing options that will vest after adoption date are expected
to result in an immaterial amount of compensation expense.

The effect of this new standard on the company's financial position and
results of operations is not expected to be material upon and after adoption.



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 defined by paragraph (e) of
Exchange Act Rules 13a-15 or 15d-15, as of September 30, 2005, 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.


INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting or in
other factors identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter
ended September 30, 2005 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.














                                     11

<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

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 August 29, 2005 reporting the
                  receipt of $300,000 in funds from private investors.

                  A Form 8-K was filed on August 31, 2005 reporting the
                  acquisition of selected assets of the Las Vegas office
                  of United Trade Network.

                  A Form 8-K was filed on September 6 2005 reporting a
                  change in our Certifying Accountant.

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       November 20, 2005       /s/ Donald F. Mardak
          ----------------------   ---------------------------------------------
                                          Donald F. Mardak, President
                                          (Principal Executive Officer)

Date       November 20, 2005       /s/ Danny W Weibling
          ----------------------   ---------------------------------------------
                                           Danny W Weibling, CPA, Treasurer
                                           (Chief Financial Officer)









                                             12

<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:      November 20, 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:      November 20, 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 September 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 September 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

November 20, 2005