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<FILENAME>ims03310110qsba.txt
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                   (AMENDMENT)

                                   (MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED MARCH 31, 2001

                                       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 No N/A - This is first required filing.

                      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 -- 2,341,496 shares as of March 31, 2001.






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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 28, 2001    /s/ Donald F. Mardak
          ----------------------   -------------------------------------
                                          Donald F. Mardak, President
                                          (Principal Executive Officer)


Date          November 28, 2001    /s/ Danny W . Weibling
          ----------------------   ---------------------------------------------
                                          Danny W. Weibling, CPA, Treasurer
                                          (Chief Financial Officer)








<PAGE>   3
                      INTERNATIONAL MONETARY SYSTEMS, LTD.


SCHEDULE I - USE OF PROCEEDS FROM INITIAL PUBLIC OFFERING

Pursuant to Securities Act Rule 463, the following information (as identified
in paragraphs (f)(2) through (f)(4) of Regulation S-B Item 701) is provided
concerning the initial public offering ("Offering") of its common stock, par
value $0.0001 per share ("Common Stock"), conducted by International Monetary
Systems, Ltd. ("Company"), pursuant to a registration statement on Form SB-2
Under the Securities Act of 1933 (File No. 333-94597), which initially became
Effective as of July 25, 2000.

     (f)(2) through (f)(4)(I): The offering commenced as of July 25, 2000, and
     remained ongoing as of March 31, 2001.

     (f)(4)(ii): The managing underwriter of the Offering is J.E. Liss &
     Company, Inc. d/b/a Liss Financial Services, of Milwaukee, Wisconsin.

     (f)(4)(iii) through (f)(4)(iv): 1,150,000 shares of Common Stock were
     registered on From SB-2, of which 1,000,000 are included in the Offering;
     all such shares were registered for the account of the Company; the
     aggregate price of the Common Stock registered (calculated at $6.00 per
     share, the initial public offering price) was $6,900,000; during the period
     from July 25, 2000 through March 31, 2001, an aggregate of 62,360 shares
     were sold in the Offering for an aggregate gross price of $374,160.00.

     (f)(4)(v): From July 25, 2000 through March 31, 2001, the Company incurred
     the following expenses in connection with the Offering:

          Brokers' commissions/ expenses allowances           $    9,996.00
          Legal and accounting fees and expenses                  82,935.75
          Printing/SEC filings (EDGAR)                            26,433.77
          Other expenses                                           9,446.60
                                                              --------------
               Total expenses                                 $  128,812.12
                                                              ==============

     None of the above expenses were paid, directly or indirectly, to directors
     or officers of the Company, or to their affiliates, or to persons owning
     ten percent or more of any class of equity securities of the Company, or
     to affiliates of the Company.

     (f)(4)(vi) through (f)(4)(vii): After deducting the total expenses reported
     above, net proceeds of the Offering received by the Company from July 25,
     2000 through March 31, 2001 were $245,347.88. As of March 31, 2001, the net
     offering proceeds less amounts used in business acquisitions and operations
     were held by the Company in its cash accounts, pending future application.