<SEQUENCE>1
<FILENAME>ims09300410qsb.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, 2004

                                       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 -- 38,495,602 shares as of September 30, 2004.



<PAGE>

<TABLE>
<CAPTION>
INDEX                                                                         PAGE NUMBER
                                                                              -----------
<S>                                                                             <C>
INTERNATIONAL MONETARY SYSTEMS, LTD.

Part I.   Financial Information

          Item 1.   Financial Statements (Unaudited)

                    Condensed consolidated balance sheets - September 30, 2004       2
                      and December 31, 2003

                    Condensed consolidated statements of income - Three months
                      ended September 30, 2004 and 2003; Nine months ended
                      September 30, 2004 and 2003                                    3

                    Condensed consolidated statements of cash flows - Nine
                      months ended September 30, 2004 and 2003                       4

                    Notes to condensed consolidated financial statements -
                      September 30, 2004                                             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>
                                                       September 30,        December 31,
                                                            2004                2003
                                                    ----------------     ----------------
<S>                                                 <C>                  <C>
             ASSETS
Current assets
    Cash                                             $      84,262        $     113,023
    Accounts receivable, net                               733,206              745,270
    Earned trade account                                   302,143              164,961
    Inventory                                              134,636              136,672
    Prepaid expenses                                        40,000                5,552
    Current portion of notes receivable                     42,933               49,919
                                                     --------------       --------------
          Total current assets                           1,337,180            1,215,397
                                                     --------------       --------------
Furniture and equipment
    Furniture and equipment                                953,449              823,386
       Less accumulated depreciation                      (519,789)            (424,654)
                                                     --------------       --------------
          Net furniture and equipment                      433,660              398,732
                                                     --------------       --------------
Other assets
    Restricted cash                                        181,633              301,230
    Notes receivable                                        42,934               49,736
    Membership lists                                     2,117,066            1,363,109
    Goodwill                                               535,478              535,478
    Investment in real estate                               43,000               43,000
    Other                                                  108,354               92,425
    Deferred income taxes                                  105,854              124,000
                                                     --------------       --------------
          Total other assets                             3,134,319            2,508,978
                                                     --------------       --------------
          Total assets                               $   4,905,159        $   4,123,107
                                                     ==============       ==============
             LIABILITIES
Current liabilities
    Accounts and notes payable                       $     622,184        $     517,946
    Other current liabilities                              110,408              162,019
                                                     --------------       --------------
          Total current liabilities                        732,592              679,965
                                                     --------------       --------------
Long-term liabilities
    Notes payable                                          826,060              621,890
    Notes payable to related parties                       286,311              193,329
    Deferred compensation plan                              64,045               64,045
                                                     --------------       --------------
          Total long-term liabilities                    1,176,416              879,264
                                                     --------------       --------------
          Total liabilities                              1,909,008            1,559,229
                                                     --------------       --------------
             STOCKHOLDER EQUITY
Common stock, $.0001 par value                               3,901                1,832
Paid in capital                                          3,848,373            3,152,806
Treasury stock                                            (680,250)            (353,201)
Retained earnings (deficit)                               (175,873)            (237,559)
                                                     --------------       --------------
          Total stockholder equity                       2,996,151            2,563,878
                                                     --------------       --------------
          Total liabilities and stockholder equity   $   4,905,159        $   4,123,107
                                                     ==============       ==============
</TABLE>




                                        2
<PAGE>


                      INTERNATIONAL MONETARY SYSTEMS, LTD.

             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                Three Months Ended            Nine Months Ended
                                                   September 30,                September 30,
                                          ---------------------------    --------------------------
                                              2004           2003            2004          2003
                                          ------------   ------------    ------------  ------------
<S>                                       <C>            <C>             <C>           <C>
Income

   Gross revenue                          $ 1,169,918    $   971,944     $ 3,347,528   $ 2,933,452

   Cost of sales                                    0              0               0       141,593
                                          ------------   ------------    ------------  ------------
   Net revenue                              1,169,918        971,944       3,347,528     2,791,859
                                          ------------   ------------    ------------  ------------
Expenses

   Payroll, related taxes and
    employee benefits                         667,111        567,325       1,912,263     1,589,371

   General and administrative                 303,555        215,280         757,803       764,491

   Occupancy                                  101,519         62,343         311,173       191,129

   Selling                                     66,683         72,263         143,407       209,851

   Other                                       41,973         47,200         142,833       112,694
                                          ------------   ------------    ------------  ------------
      Total expenses                        1,180,841        964,411       3,267,479     2,867,536
                                          ------------   ------------    ------------  ------------
Income (loss) before income taxes             (10,923)         7,533          80,049       (75,677)

Income tax expense (benefit)                   (3,480)         2,212          18,363       (18,591)
                                          ------------   ------------    ------------  ------------
      Net income (loss)                   $    (7,443)   $     5,321     $    61,686   $   (57,086)
                                          ============   ============    ============  ============
      Net income (loss) per common share  $     (.001)   $      .001     $      .002   $     (.003)

Weighted average common
  shares outstanding                       36,823,302     16,732,224      36,823,302    16,732,224
</TABLE>






                                        3
<PAGE>


                      INTERNATIONAL MONETARY SYSTEMS, LTD.

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           Nine Months Ended
                                                                -----------------------------------
                                                                 September 30,        September 30,
                                                                      2004                2003
                                                                --------------       --------------
<S>                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
          Net cash provided by (used in) operating activities         170,016              (95,256)
                                                                 -------------       --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash withdrawn from escrow account                                300,000                    0
    Cash deposited in escrow account                                 (180,403)            (153,639)
    Capital expenditures                                              (87,063)             (67,197)
    Business acquisitions                                             (70,000)             (53,000)
                                                                 -------------       --------------
          Net cash used in investing activities                       (37,466)            (273,836)
                                                                 -------------       --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net borrowings (repayment) of debt                               (181,898)              46,616
    Net effect of Canadian currency translation                             0                 (533)
    Treasury stock acquisitions                                      (327,049)             (26,000)
    Proceeds (costs) related to issuance of stock                     347,636              398,750
                                                                 -------------       --------------
          Net cash provided by financing activities                  (161,311)             418,833
                                                                 -------------       --------------
          Net increase (decrease) in cash                             (28,761)              49,741

Cash at beginning of period                                           113,023               22,667
                                                                 -------------       --------------
Cash at end of period                                            $     84,262        $      72,408
                                                                 =============       ==============


SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
    Business acquisitions
        Fair value of assets acquired                                 962,587              722,353
        Less:  Liabilities assumed                                    (62,173)            (241,309)
               Barter paid                                            (20,000)                   0
               Stock issued                                          (350,000)            (365,600)
               Note payable                                          (460,414)             (62,444)
                                                                 -------------       --------------
        Net cash paid for acquisitions                           $     70,000        $      53,000
                                                                 =============       ==============


</TABLE>

                                        4
<PAGE>


                      INTERNATIONAL MONETARY SYSTEMS, LTD.


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2004

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 nine month period ended September 30,
2004, are not necessarily indicative of the results that may be expected for
the year ending December 31, 2004.

The balance sheet at December 31, 2003, 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, 2003 and filed on March 30, 2004.

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 March 29, 2004, IMS purchased selected assets and liabilities of California
Barter Exchange of Modesto, California for $600,000, discounted to a present
value of $580,414. Terms of the acquisition included a down payment of $50,000,
in three payments of $20,000, $10,000 and $20,000 paid in March, April and May
of 2004, and 32 monthly payments of $6,000 and a final payment of $8,000
beginning in May 2004, including interest of $19,586 at 7.5%. IMS assumed a
note payable to Dell Financial Services. IMS issued 350,000 shares of its
common stock with a guarantee of $350,000.

The assets acquired include $68,714 for accounts receivable, $43,000 for
furniture and equipment, and $480,000 for the membership list.

On July 1, 2004, IMS purchased selected assets and liabilities of Barter
Network, Inc of Springfield, Virginia for $370,873. Terms of the acquisition
included a down payment of $50,000 in cash and $20,000 in trade dollars.
553,270 shares of IMS stock were issued and secured with a note payable of
$250,000. IMS assumed liabilities in the amount of $50,873.

The assets acquired included the membership list and client base booked at
$370,873.

                                       5

<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

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

Results of Operations

In the quarter ending September 30, 2004, the Company's net revenue
increased 20% to $1,169,918 compared to $971,944 for the third quarter of
2003. The increased revenue was a result of the California Barter Exchange
and Barter Network acquisitions which were consummated earlier this year,
along with additional internal growth of the CTE barter exchange.

In the quarter ending September 30, 2004, the Continental Trade Exchange
(CTE) barter network division had a profit of $119,098, compared to a profit
of $96,835 for the same period of 2003, an increase of 23%.

The Company's total expenses during the third quarter of 2004 increased to
$1,180,841 compared to $964,411 for the same quarter in 2003. The increased
expenses were attributed to the acquisition of the two trade exchanges, a
one-time legal fee for a lawsuit instituted and settled by the Company
against an investor relations firm, and other non-cash charges for investor
relations work and consulting services.

The CTE barter network division operating profit of $119,098 was reduced by
the expenses described above. As a result, for the third quarter of 2004, the
Company had a net consolidated loss of $7,443 compared to a profit of $5,321
for the same period in 2003. Earnings before interest, taxes, depreciation
and amortization (EBITDA) totaled $92,495 for the current quarter. For the
same period last year EBITDA was $118,077.

For the nine months ending September 30, 2004, the CTE barter network
division had year-to-date net income before taxes of $390,680, compared to
$299,029 for the same period in 2003, an increase of 31%.

The Company's year-to-date consolidated net revenue for the nine-month period
ending September 30, 2004 totaled $3,347,528 compared to $2,791,859 for the
same period in 2003, an increase of 20%. Total expenses for the same period
in 2004 were $3,267,479, compared to $2,867,536 for the same period in 2003,
an increase of 14%. Year-to-date net income for the first nine months of 2004
was $61,686 compared to a loss of $57,086 for the same period in 2003.

EBITDA for the first nine-months of 2004 totaled $357,319. For the same period
in 2003 EBITDA was $192,754. This is an increase of 85% for the current year.

LIQUIDITY AND SOURCES FOR CAPITAL

On September 30, 2004, the Company's cash balance was $84,262 compared to
$113,023 on December 31, 2003. This change was primarily the result of
funds used for down payments to sellers of the acquired trade exchanges.

                                       6

<PAGE>
                      INTERNATIONAL MONETARY SYSTEMS, LTD.

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 - Two-for-One stock split for
                   shareholders of record on April 5, 2004.

     Item    3.   Defaults upon Senior Securities - None

     Item    4.   Submission of Matters to a Vote of Security Holders -
                   On June 23, 2004 the shareholders voted to amend the bylaws,
                   increasing the number of authorized shares to 280 million
                   shares of common stock and 20 million shares of preferred
                   stock.

     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 2, 2004 reporting the
                  acquisition of the assets of Barter Network, Inc.


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 10, 2004        /s/ Donald F. Mardak
          ----------------------   ---------------------------------------------
                                       Donald F. Mardak, President
                                       (Principal Executive Officer)


Date       November 10, 2004        /s/ Danny W Weibling
          ----------------------   ---------------------------------------------
                                       Danny W Weibling, CPA, Treasurer
                                       (Chief Financial Officer)

                                       7
<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 10, 2004       /s/ Donald F. Mardak
           -----------------       ---------------------------------------------
                                       Donald F. Mardak, President
                                       (Chief Executive Officer)

                                       8
<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 10, 2004       /s/ Danny W. Weibling
           -----------------       ---------------------------------------------
                                       Danny W. Weibling, Treasurer
                                       (Chief Financial Officer)

                                      9
<PAGE>

                        International Monetary Systems, Ltd.

                 Exhibit Index to Quarterly Report on Form 10-QSB
                     for the Quarter ended September 30, 2004



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, 2004
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 10, 2004