SecProbe.io

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Mail Stop 4561
      September 8, 2005

Mr. Donald F. Mardak
Chief Executive Officer
International Monetary Systems, LTD.
16901 West Glendale Drive
New Berlin, WI 53151

	RE:	International Monetary Systems, LTD.
		Form 8-K
		Filed September 7, 2005
            	File No. 0-30853

Dear Mr. Mardak:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      	Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call me at the telephone number
listed
at the end of this letter.

Form 8-K filed September 7, 2005

1. We note that you did not file an exhibit 16 letter from the
former
accountant.  Please amend the report to include the required
letter
from the former accountant by September 21, 2005.  Please see Item
304 (a)(3) of Regulation S-B.

2. We note your disclosure that Smith & Gesteland performed a
review
of your interim financial statements contained in your June 30,
2005
Form 10-QSB.  However, it does not appear that Smith & Gesteland
was
registered with the Public Company Accounting Oversight Board
(PCAOB)
at the time the review of the June 30, 2005 interim financial
statements was performed.  Since a review is an integral part of
the
audit, the accounting firm performing any interim reviews is
required
to be registered with the PCAOB.  If Smith & Gesteland was not
registered with the PCAOB at the time the review was performed,
you
should engage your successor registered public accounting firm to
re-
review this interim period.  Please tell us whether Smith &
Gesteland
was registered with the PCAOB at the time the review was
performed,
and if not, your plans to address this matter.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please provide the information requested above within 10
business days from the date of this letter.  The information
should
be filed as correspondence on EDGAR.

      Any questions regarding the above should be directed to me
at
(202) 551-3469.

								Sincerely,

								Thomas Flinn
								Staff Accountant
Mr. Donald F. Mardak
International Monetary Systems, LTD
September 9, 2005
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