INTERNATIONAL MONETARY SYSTEMS LTD /WI/ - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - INTERNATIONAL MONETARY SYSTEMS LTD /WI/	Financial_Report.xls
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - INTERNATIONAL MONETARY SYSTEMS LTD /WI/	f10q0313ex32i_ims.htm
EX-32.2 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - INTERNATIONAL MONETARY SYSTEMS LTD /WI/	f10q0313ex32ii_ims.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER PURSUANT TO RULE 13A-14(A) OF THE EXCHANGE ACT. - INTERNATIONAL MONETARY SYSTEMS LTD /WI/	f10q0313ex31ii_ims.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) OF THE EXCHANGE ACT. - INTERNATIONAL MONETARY SYSTEMS LTD /WI/	f10q0313ex31i_ims.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 incorporation or organization)		(I.R.S. Employer Identification No.)

16901 West Glendale Drive, New Berlin, Wisconsin 53151

(Address of principal executive offices)

(262) 780-3640

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer o	Accelerated Filer o	Non-Accelerated Filer o	Smaller Reporting Company T
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of Common Stock, $.0001 par value, outstanding as of April 30, 2013, was 7,399,132.

INTERNATIONAL MONETARY SYSTEMS, LTD.

TABLE OF CONTENTS

			Page No.
Part I.	FINANCIAL INFORMATION

Item 1 -	Financial Statements March 31, 2013

		Consolidated Balance Sheets –March 31, 2013 (Unaudited) and December 31, 2012	3

		Unaudited Consolidated Statements of Operations – Three Months Ended March 31, 2013 and 2012	4

		Unaudited Consolidated Statements of Cash Flows – Three Months Ended March 31, 2013 and 2012	5

		Unaudited Notes to Consolidated Financial Statements	7

Item 2 -	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11

Item 3 -	Quantitative and Qualitative Disclosures about Market Risk		14

Item 4 -	Controls and Procedures		14

Part II.	OTHER INFORMATION		15

Item 1	Legal Proceedings		15

Item 1A -	Risk Factors		15

Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds		15

Item 3 -	Defaults on Upon Senior Securities		15

Item 4 -	Specialized Matters		15

Item 5 -	Other Information		15

Item 6 -	Exhibits		16

INTERNATIONAL MONETARY SYSTEMS, LTD.

CONSOLIDATED BALANCE SHEETS

	March 31, 2013				December 31, 2012
	(UNAUDITED)
ASSETS
Current assets
Cash		$	757,843		$	956,217
Restricted cash			-			-
Marketable securities			200,357			181,893
Accounts receivable, net			662,155			851,545
Earned trade account			161,463			78,660
Prepaid expenses			175,463			175,923
Total current assets			1,957,281			2,244,238
Other assets
Property and equipment, net			616,759			653,224
Membership lists and other intangibles, net			4,106,704			4,418,212
Goodwill			3,507,522			3,507,522
Assets held for investment			166,505			164,461
Total non-current assets			8,397,490			8,743,419
Total assets		$	10,354,771		$	10,987,657
LIABILITIES
Current liabilities
Accounts payable and accrued expenses		$	800,486		$	916,026
Credit lines, short term notes, and current portion of long term debt			1,509,187			1,426,099
Current portion of notes payable to related parties, including short term note			50,000			75,000
Common stock subject to guarantee			39,702			353,171
Total current liabilities			2,399,375			2,770,296
Long-term liabilities
Long term debt, net of current portion			1,551,985			1,647,349
Notes payable related parties, net of current portion			315,000			161,613
Deferred compensation			291,000			291,000
Deferred income taxes			633,319			730,609
Total long-term liabilities			2,791,304			2,830,571
Total liabilities			5,190,679			5,600,867
Commitments and Contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, $.0001 par value, 20,000,000 authorized, 0 outstanding			-			-
Common stock, $.0001 par value 280,000,000 authorized, and 7,493,633 and
7,529,300 issued and outstanding at March 31, 2013 and December 31, 2012, respectively			749			753
Paid in capital			7,756,329			7,770,924
Treasury stock, 231,703 and 125,910 shares at March 31, 2013 and December 31, 2012, respectively			(219,270	)		(141,436)
Accumulated other comprehensive income			49,107			33,321
Accumulated deficit			(2,422,823	)		(2,276,772)
Total stockholders’ equity			5,164,092			5,386,790
Total liabilities and stockholders’ equity		$	10,354,771		$	10,987,657

See accompanying notes to consolidated financial statements.

INTERNATIONAL MONETARY SYSTEMS, LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31,
	2013			2012

Revenue	$	2,981,825		$	3,266,779
Operating expenses
Employee costs		2,024,148			1,997,080
Selling, general and administrative		787,841			868,848
Depreciation and amortization		366,027			388,678
Total operating expenses		3,178,016			3,254,606

Income (loss) from operations		(196,191	)		12,173

Other income (expense)
Interest income		674			571
Interest expense		(69,741	)		(80,701	)
Total other income (expense)		(69,067	)		(80,130	)

Loss before income taxes		(265,258	)		(67,957	)
Income tax benefit		119,207			23,074

Net loss		(146,051	)		(44,883	)

Components of comprehensive income (loss):
Foreign currency translation adjustment		(1,993	)		(2,497	)
Unrealized gain on available for sale securities		17,779			21,530

Comprehensive loss	$	(130,265	)	$	(25,850	)

Net loss per common share
–basic	$	(.02	)	$	(.01	)
--dilutive	$	(.02	)	$	(.01	)
Weighted average common shares outstanding
– basic		7,519,996			8,097,017
--dilutive		7,519,996			8,097,017

See accompanying notes to consolidated financial statements.

INTERNATIONAL MONETARY SYSTEMS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Three Months Ended March 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(146,051	)	$	(44,883	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization		366,027			388,678
Bad debt expense		(12,166	)		6,389
Amortization of note discount		2,503			--
Changes in assets and liabilities
Accounts receivable		201,556			169,080
Earned trade account		(105,319	)		(105,778	)
Prepaid expenses		460			2,663
Accounts payable and accrued expenses		(115,540	)		(184,146	)
Deferred tax liability		(97,290	)		(82,696	)
Net cash provided by operating activities		94,180			149,307
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in restricted cash		--			206,956
Capital expenditures		(10,520	)		(36,166	)
(Increase) in marketable securities		(700	)		(2,203	)
(Increase) in cash surrender value		(2,044	)		(1,905	)
Net cash provided by (used in) investing activities		(13,264	)		166,682
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		120,000			200,000
Net change in credit lines		88,697			(45,000	)
Payments on notes payable		(254,853	)		(105,660	)
Payments on convertible notes payable		(118,407	)		(39,592	)
Payments on related party notes		-			(5,190	)
Purchase of treasury stock		(112,734	)		(590,005	)
Net cash used in financing activities		(277,297	)		(585,447	)
Effect of exchange rate changes		(1,993	)		(2,497	)

Net decrease in cash		(198,374	)		(271,955	)

Cash at beginning of period		956,217			1,018,250

Cash at end of period	$	757,843		$	746,295

INTERNATIONAL MONETARY SYSTEMS, LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Continued

	Three Months Ended March 31,
	2013		2012
SUPPLEMENTAL DISCLOSURES
Cash paid for interest	$	73,317	$	56,124
Cash paid for income taxes	$	104,512	$	250,824

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Unrealized net gain on marketable securities	$	17,779	$	21,530
Notes issued for treasury stock	$	--	$	388,769
Treasury stock retired	$	49,990	$	--
Release of common stock guarantees	$	35,298	$	313,500
Trade dollars exchanged for:
Capital expenditures	$	7,516	$	39,263
Purchase of treasury stock	$	15,000	$	-

See accompanying notes to consolidated financial statements.

INTERNATIONAL MONETARY SYSTEMS, LTD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2013

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q 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 three month period ended March 31, 2013, are not necessarily indicative of the results that may be expected for the year ended December 31, 2013.

The Company's 10-K for the year ended December 31, 2012, filed on March 8, 2013, should be read in conjunction with this report.

Principles of Consolidation

The consolidated financial statements for 2013 and 2012 include the accounts of the International Monetary Systems, Ltd. (“IMS” or “the Company”) and its’ wholly owned subsidiaries Continental Trade Exchange, Ltd., National Trade Association, Inc., INLM CN Inc. and INLM Holdings, Inc. Significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue Sources and Cost of Revenue

The Company and its subsidiaries earn revenues in both traditional cash dollars and in IMS trade dollars.

Cash Revenue

Cash income is earned through fees assessed when a member joins, transaction fees generated when clients earn or spend their trade dollars, annual and monthly maintenance fees, finance charges on delinquent accounts receivable, and event fees.

Trade Dollar Revenue

Trade revenue is similarly generated through initial membership fees, monthly maintenance fees, transaction fees, finance charges on delinquent accounts, and event fees. Occasionally the Company will accept a favorable trade ratio in lieu of a cash fee.

Revenue Recognition

All revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

Transaction fees are recognized upon receipt of transactional information accumulated by our systems or reported by our clients.

Membership fees, monthly maintenance fees, finance charges, and other fees are billed monthly to members' accounts, and are recognized in the month the revenue is earned.

Use of Trade Dollars

The Company uses earned trade dollars to purchase various goods and services required in its operations. All barter transactions are reported at the estimated fair value of the products or services received.

Occasionally, the Company sells IMS trade dollars for US dollars. The cash received in these sales is included in gross revenue and the carrying value of the trade dollars up to the value of the cash received is netted against revenue, with any excess cost included in selling, general and administrative expenses.

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.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition.

NOTE 2 – CASH

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. As of March 31, 2013, the Company has cash in excess of FDIC insurance of approximately $442,000. No losses have been incurred related to this credit risk exposure.

NOTE 3 – DEBT

Stock Repurchase Financing

In March 2013, the Company issued a $70,000 note payable to a private investor. The terms of the note call for quarterly interest payments at 4% for two years, after which the note is payable in 24 monthly installments of $3,102, including interest at 4%.

Other Debt Transactions

In January 2013, the Company retired a note payable to a private individual with a balance $50,000.

In February 2013, the Company issued a note payable to a private individual which combined two convertible notes with outstanding balances of $200,000, removed the stock conversion option, and reduced the total borrowing to $125,000. The terms of the new note call for quarterly interest payments at 10% for two years, after which the terms of the note will be renegotiated.

In February 2013, the Company modified the terms of a note payable to a private individual with an outstanding balance of $100,000. The new terms include an additional $50,000 in borrowings for a total of $150,000 at 10% interest, quarterly interest payments for two years, and, thereafter, the terms of the note will be renegotiated.

In April, 2013, the following notes were renewed and are included in long term debt at March 31, 2013:

A convertible note payable to a related party in the amount of $60,000, with a due date in May 2013, was renewed. The new due date is May 12, 2015. No other terms of the note were modified.

Two convertible notes payable to two directors totaling $75,000, with due dates in May and July 2013, were renewed. The new due dates are in May of 2014 and April of 2015. No other terms of the note were modified.

Several convertible notes payable to officers totaling $100,000, with due dates between May and October of 2013, were renewed. The new due dates are between May and October of 2015. No other terms of the note were modified.

The Company’s indebtedness as of March 31, 2013 includes the following:

Lines of credit payable to financial institutions, due in 2013	$	115,000
Convertible notes payable to related parties, mature in 2014 and 2015		325,000
Non-convertible notes payable to related parties, maturing in 2015		40,000
Notes payable to third parties, $642,370 due in 2013		1,954,117
Convertible notes payable, fixed conversion terms, $417,339 due in 2013		992,055
Total indebtedness		3,426,172
Less current maturities, including credit lines and short term debt		(1,559,187	)
Long term debt, net of current maturities	$	1,866,985

Additionally, the Company has lines of credit (including the one described above) with various financial institutions with unused borrowing capacity totaling approximately $497,000 as of March 31, 2013, which may be drawn as needed.

A financial institution has issued a $65,000 standby letter of credit to a landlord in lieu of a security deposit.

NOTE 4 – EQUITY

Common Stock Guarantee Repurchase

In the first quarter of 2013, IMS repurchased 5,000 shares of common stock at $3.00 trade dollars per share, thereby releasing $15,000 of common stock guarantee.

Share Buyback Program

In accordance with a stock buyback plan originally approved by the board of directors in 2005 and updated several times between 2009 and 2011, the Company made the following purchases in the first quarter of 2013:

37,959 shares at a cost of $31,194 in open market transactions

103,501 shares at a cost of $96,540 in private transactions from unrelated parties

Treasury Stock Retirements

In March, 2013, the Company retired 35,667 shares of treasury stock which had been acquired at a cost of $49,900. The carrying values of the retired shares were reclassified to common stock par value and paid in capital.

Stock Issued for Services

No stock was issued for services in the current period.

Stock Options

The Company has adopted an incentive stock option plan under which certain officers, key employees, or prospective employees may purchase shares of the Company's stock at an established exercise price, which shall not be less than the fair market value at the time the option is granted. The final exercise date is any time prior to the five-year anniversary of the first exercise date.

There are no options outstanding at March 31, 2013.

Stock Warrants

No warrants were issued in the current period.

There are no warrants outstanding as of March 31, 2013.

NOTE 5 – INCOME TAXES

The difference between the combined Federal and state statutory rate and the effective rate for the three months ended March 31, 2013 relates to the difference in timing of deduction for certain expenses, primarily bad debts, amortization of acquired membership lists, and depreciation of property and equipment.

NOTE 6 – CONTINGENT LIABILITIES

In the ordinary course of business, the Company is occasionally involved in litigation, both as plaintiff and defendant. Management either litigates or settles claims after evaluating the merits of the actions and weighing the costs of settling vs. litigating. There are currently no open litigation matters which the Company feels will result in a material loss.

NOTE 7 – SUBSEQUENT EVENTS

In April, 2013, the Company repurchased 4,000 shares of common stock in open market transactions in accordance with the above described stock buyback plan , at a cost of $2,870. The shares were placed in treasury.

In April 2013, the Company retired 92,501 shares of treasury stock which had been acquired at a cost of $85,000. The carrying values of the retired shares were reclassified to common stock par value and paid in capital.

In April 2013, the Company issued a $60,000 note payable to an officer. The terms of the note call for quarterly interest payments at 8% for two years, after which the note is payable in full.

INTERNATIONAL MONETARY SYSTEMS, LTD.

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to current and historical information, this Quarterly Report on Form 10-Q contains forward-looking statements. These statements relate to our future operations, prospects, potential products, services, developments, business strategies or our future financial performance. These statements can generally be identified by the use of terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “target,” “will” or the negative of these terms or other similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual events or results may differ materially. We undertake no obligation to update or revise publicly any forward-looking statement after the date of this report, whether as a result of new information, future events or otherwise.

HIGHLIGHTS OF THE CURRENT QUARTER

Operations

The Company was able to reduce operating costs in the first quarter of 2013 through continued review and evaluation.

Membership and trade volume in the Company’s three newest markets continues to grow.

Return to Shareholders

During the three months ended March 31, 2013, 141,460 shares of the Company’s stock have been repurchased under the Company’s stock buyback plan and stock buyback guarantees.

During the three months ended March 31, 2013, 35,667 shares of treasury stock were retired.

RESULTS OF OPERATIONS

CURRENT QUARTER/YEAR TO DATE

Revenue

Revenue decreased 8.7% in the first quarter of 2013 compared to the same period in 2012, as we continue to see the slowing effects of uncertain economic and tax climates. Revenues in 2012 were the highest in 3 years.

Expenses

Operating expenses in the quarter ended March 31, 2013 were $3,178,016, a decrease of $76,590 or 2.4% compared to the first quarter of 2012. This decrease is primarily due to decreased non-employee operating costs as a result of continued review and evaluation of operations.

The Company generated an operating loss of $196,191 for the quarter, compared to operating income $12,173 in 2012. After adjusting for interest and income taxes, the net loss for the quarter was $146,051 compared to a net loss of $44,883 in the first quarter of 2012. Interest expense has decreased as the Company has aggressively paid down the debt load taken on strategically to fund the stock buyback program expanded in 2011.

EBITDA for the three months ended March 31, 2013 and 2012 are as follows:

Adjustments to Reconcile GAAP Net Income to EBITDA

	2013			2012
Net loss	$	(146,051	)	$	(44,883	)
Interest expense		69,741			80,701
Income tax benefit		(119,207	)		(23,074	)
Depreciation and amortization		366,027			388,678
EBITDA	$	170,510		$	401,422

LIQUIDITY, SOURCES OF CAPITAL AND LINES OF CREDIT

On March 31, 2013, there was a working capital deficit of $442,094. $147,000 of the deficit relates to future liabilities for time off earned by employees, but not yet taken. This liability would not be paid at one time, but rather over the course of future operations, and at least partially funded by a corresponding reduction in future payroll expense paid.

We believe that current cash needs can be met with the present cash balance and from working capital generated over the next 12 months. Additionally, the Company has letters of credit with various financial institutions with unused borrowing capacity of approximately $500,000, which may be drawn as needed.

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for IMS include the following:

REVENUE SOURCES AND REVENUE RECOGNITION

The Company and its subsidiaries earn revenues in both traditional cash dollars and in IMS trade dollars.

Cash Revenue

Trade Dollar Revenue

Trade revenue is similarly generated through initial membership fees, monthly maintenance fees, transaction fees and event fees. Occasionally the Company will accept a favorable trade ratio in lieu of a cash fee.

Revenue Recognition

Transaction fees are recognized upon receipt of transactional information accumulated by our systems or reported by our clients.

Membership fees, monthly maintenance fees, finance charges, and other fees are billed monthly to members' accounts, and are recognized in the month the revenue is earned.

Use of Trade Dollars

RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at face value, net of the allowance for bad debts. Finance charges on receivables are calculated using the simple interest method on the amount outstanding.

The allowance for bad debts is maintained at a level that is management's best estimate of probable bad debts incurred as of the balance sheet date. Management's determination of the adequacy of the allowance is based on an evaluation of the accounts receivable, past collection experience, current economic conditions, volume, growth and composition of the accounts receivable, and other relevant factors. Actual results may differ from these estimates. The allowance is increased by provisions for bad debts charged against income and decreased by accounts written off as uncollectable.

GOODWILL AND MEMBERSHIP LISTS

Goodwill and membership lists are stated at cost and arise when IMS acquires another company or the assets of another trade exchange. Membership lists are amortized over the estimated life of ten years.

The Company tests goodwill and intangible assets at least annually for impairment, or when facts and circumstances indicate impairment is probable. It is the Company’s policy to test impairment at the end of each year. Therefore, no impairment of goodwill or membership lists was recorded in the first three months of 2013.

INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC 740. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

RECENT ACCOUNTING PRONOUNCEMENTS

Management does not anticipate that any recently issued, but not yet effective, accounting pronouncements will materially impact the Company’s financial condition.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements or other relationships with unconsolidated entities.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required by Smaller Reporting Companies.

ITEM 4

CONTROLS AND PROCEDURES

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our evaluation under the framework in Internal Control — Integrated Framework issued by COSO, our management concluded that our internal control over financial reporting was effective as of March 31, 2013, in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Changes in Internal Control over Financial Reporting

There was no change in internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during our third fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

Item 1 Legal Proceedings

Item 1A Risk Factors

Not applicable for Smaller Reporting Companies.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

(a) and (b) There were no unregistered sales of equity securities.

						Maximum
						Number of Shares
	Total Number		Average			That May Yet
	of Shares		Price Paid			be Purchased
Period	Purchased		Per Share			Under the Plans
Purchase related stock buyback guarantees
January 1 to January 31, 2013		5,000		$	3.00
February 1 to February 28, 2013		-		$	-
March 1 to March 31 ,2013		-		$	-		13,234

Board Authorized repurchase plan
January 1 to January 31, 2013		30,066		$	.85
February 1 to February 28, 2013		8,401		$	.76
March 1 to March 31, 2013		97,993		$	.83

Item 3

Defaults Upon Senior Securities

None

Item 4

Mine Safety Disclosures

No applicable items for disclosure.

Item 5

Other Information

None

Item 6

Exhibits and Reports on Form 8-K

(a) Exhibits

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

31.2 Certification of Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document***

101.SCH	XBRL Taxonomy Extension Schema Document ***

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document ***

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document ***

101.LAB	XBRL Taxonomy Extension Label Linkbase Document ***

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document ***

***Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

(b) Reports on Form 8-K

INTERNATIONAL MONETARY SYSTEMS, LTD.

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)

/s/ John E. Strabley
John E. Strabley, Chief Executive Officer
(Principal Executive Officer)

May 9, 2013

/s/ David A. Powell
David A. Powell, Chief Financial Officer
(Principal Accounting and Financial Officer)

May 9, 2013

INTERNATIONAL MONETARY SYSTEMS LTD /WI/ - FORM 10-Q - May 9, 2013

Attached files

INTERNATIONAL MONETARY SYSTEMS LTD /WI/ Reports