PINX:ITNM Annual Report 10-K/A Filing - 10/4/2012

Effective Date 10/4/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011
or

o 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: 0-30853

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, WI
 
53151
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (262) 780-3640

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, and (2) has been subject to such filing requirements for the past 90 days. Yes   x    No   o
 
Indicate by a check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x    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.

Large Accelerated Filer  o
Accelerated Filer  o
Non-Accelerated Filer  o
Smaller Reporting Company  x

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

There were 8,097,017 shares of the Registrant’s Common Stock outstanding at March 1, 2012.
 
 
 

 
 
Explanatory Note

The Company is amending Form 10K for the year ended December 31, 2011 for the purpose of changing ITEM 9(A)T to read as follows:

Evaluation of Disclosure Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15a-15, we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer (principal executive officer)  and Chief Financial Officer (principal financial officer), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2011.

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 December 31, 2011, 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.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

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 fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-K.
 
 
 

 
 
Item 6.      Exhibits

Exhibit Number
 
Exhibit Title
31.1
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2
 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1
 
Section 1350 Certification of Chief Executive Officer
32.2
 
Section 1350 Certification of Chief Financial Officer
 


 
 

 
 
INTERNATIONAL MONETARY SYSTEMS, LTD.


Dated:  October 4, 2012
 
By:
 /s/ John E Strabley
       
     
John E Strabley, Chief Executive Officer
     
(Principal Executive Officer)
       
       
Dated:  October 4, 2012
 
By:
/s/ David A. Powell
       
     
David A. Powell, Chief Financial Officer
     
(Principal Financial Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE
 
TITLE
 
DATE
         
         
/s/ John E Strabley
 
Principal Executive Officer,
 
October 4, 2012
John E. Strabley  
CEO and Director
   
         
/s/ David A Powell
 
Principal Financial Officer,
 
October 4, 2012
 David A Powell  
Principal Accounting Officer
   
         
/s/ Dale L. Mardak
 
President
 
October 4, 2012
Dale L. Mardak  
and Director
   
         
/s/ Donald F. Mardak
 
Chairman of the Board
 
October 4, 2012
Donald F. Mardak  
and Director
   
         
/s/ Wayne R. Dalin
 
Director and Chairman of the
 
October 4, 2012
Wayne R. Dalin  
Audit Committee
   

 

PINX:ITNM Annual Report 10-K/A Filling

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PINX:ITNM Annual Report 10-K/A Filing - 10/4/2012
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