SecProbe.io

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Mail Stop 4561

      December 29, 2005

Mr. Danny Weibling
Treasurer
International Monetary Systems, Ltd.
16901 West Glendale Drive
New Berlin, Wisconsin  53151

Re:	International Monetary Systems, Ltd.
Form 10-KSB for the fiscal year ended December 31, 2004
      Filed March 31, 2005
      File No. 0-30853

Dear Mr. Weibling:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the fiscal year ended December 31, 2004

Certifications, pages 21 to 22
1. Please amend certification paragraphs 4 through 6 for
consistency
with Item 601 of Regulation S-B.

Revenue Sources, page F-9
2.   We note your disclosure of your various revenue sources.
Please
expand your disclosure to indicate for each of the revenue
sources,
your accounting policy for revenue recognition.  Additionally, we
note from your disclosure that some barter network members issue
trade certificates which are redeemable for their goods and
services.
Help us to understand the impact to your business when such trade
certificates are issued.  For instance, does such a transaction
generate transaction fees in cash or trade dollars for your
business
even though a sale of goods and services has not been culminated.
What is your accounting policy for such revenues, your basis in
GAAP
for such treatment, and what other factors did you consider in
reaching your conclusion on how to account for such transactions?
3. We note from your disclosure that revenues are generated from
various fees for services which you provide and from the purchase
and
sale of merchandise.  Separately state those revenues derived from
the sale of tangible products from your revenues generated through
the provision of services in your consolidated statements of
income
in accordance with Rule 5-03 of Regulation S-X.

Note 3 - Other Intangible Assets, page F-13
4. Please provide us with your basis for assigning a 15-year life
to
your membership lists.  Please explain the nature of the customers
comprising the lists and include a discussion of historical
factors
considered such as attrition.

Stock Options, page F-21
5. We note your disclosure that compensation cost based upon SFAS
123
is not estimable.  Please clarify what you mean by this disclosure
as
we do not understand how you met the requirements under paragraph
45
of SFAS 123.  Additionally, provide the required disclosures under
paragraphs 46 to 48 of SFAS 123.

Discontinued Operations, page F-23
6. We note that you recorded losses from your printing businesses
during 2004 when these business were discontinued during 2003.  On
page 8, you appear to attribute the $67,966 of pre-tax losses
during
2004 to additional write-offs taken on the assets of these
discontinued businesses.  Please advise us of how you evaluated
these
assets for impairment during 2003 and help us to understand how
you
determined that the timing of your 2004 write-offs was
appropriate.

Prior Period Adjustment, page F-24
7. It appears to us from your disclosure that you have not
accounted
for the prior period adjustment by restating the 2003 financial
statements.  Please advise us of  the manner in which you have
accounted for the prior period adjustment and your basis in GAAP
for
such treatment.  Reference is made to paragraph 18 of APB Opinion
No.
9.  Additionally, please provide the disclosures required under
paragraph 26 of APB Opinion No. 9.

Form 10-QSB for the Quarterly Period Ended September 30, 2005

Business Acquisitions, page 8
8. It appears to us that the acquisition of Barter Business
Unlimited, Inc. during May 2005 has a greater than 20%
significance
level.  Please provide your significance calculation if you have
determined that this is not the case.  Additionally, please
provide
financial statements of this significant acquired business within
a
Form 8-K filing.   Reference is made to Item 310 (c) of Regulation
S-
B.
9. Based upon your disclosure, there appears to be a discrepancy
between the discounted purchase price and the fair value of the
assets acquired.  Please explain the discrepancy and tell us how
you
are accounting for the accretion of the promissory note.
10. We note from your Form 8-K that there is a covenant not to
compete related to that transaction.  Please tell us whether you
have
separately assigned any value to that agreement. Also, tell us
what
useful life you have assigned to the asset if you have separately
assigned value to it.
11. Related to all your acquisitions, we note that common stock
issued can usually be put to IMS for the guaranteed value at the
option of the sellers.  Please explain why you have included these
securities in permanent equity instead of the temporary equity.
Refer
to EITF D-98 and ASR 268.
12. Please explain to us how you have accounted for the
convertible
promissory notes issued during the year.  Also, explain whether
these
notes are considered "conventional convertible debt instruments"
as
discussed in EITF 00-19 and EITF 05-2 and how that determination
was
made.  Please cite the relevant terms of the notes in your
response.
Finally, tell us whether you have recorded a beneficial conversion
feature and how that amount was determined.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	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 and that they have provided all information
investors require for an informed 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.

	You may contact Howard Efron, Staff Accountant, at (202) 551-
3439 or me at (202) 551-3403 if you have questions regarding
comments
on the financial statements and related matters.

								Sincerely,

      Steven Jacobs
      Branch Chief

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Mr. Weibling
International Monetary Systems, Ltd.
December 29, 2005
Page 5

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