0001337851-11-000007.txt : 20110624 0001337851-11-000007.hdr.sgml : 20110624 20110624160115 ACCESSION NUMBER: 0001337851-11-000007 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110624 DATE AS OF CHANGE: 20110624 GROUP MEMBERS: PRAETORIAN CAPITAL MANAGEMENT LLC GROUP MEMBERS: PRAETORIAN OFFSHORE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL MONETARY SYSTEMS LTD /WI/ CENTRAL INDEX KEY: 0001097430 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 391924096 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-59399 FILM NUMBER: 11930732 BUSINESS ADDRESS: STREET 1: 16901 WEST GLENDALE DR CITY: NEW BERLIN STATE: WI ZIP: 53151 BUSINESS PHONE: 2627803640 MAIL ADDRESS: STREET 1: 16901 WEST GLENDALE DR CITY: NEW BERLIN STATE: WI ZIP: 53151 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Praetorian Capital Management LLC CENTRAL INDEX KEY: 0001337851 IRS NUMBER: 134223355 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1000 SOUTH POINTE DRIVE STREET 2: SUITE 1508 CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 504-231-3714 MAIL ADDRESS: STREET 1: 1000 SOUTH POINTE DRIVE STREET 2: SUITE 1508 CITY: MIAMI BEACH STATE: FL ZIP: 33139 SC 13G 1 itnm13g20110624.txt ITNM FORM 13G FILING OF 2011 06 24 UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G* Under the Securities Exchange Act of 1934 (Amendment No. __) International Monetary Systems, Ltd. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 46004U201 (CUSIP Number) June 24, 2011 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) (Page 1 of 7 Pages) ---------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1745 (12-02) CUSIP No. 46004U201 13G Page 2 of 7 Pages ---------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS Praetorian Capital Management LLC (See Item 2(A)) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-4223355 ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 484,412 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 484,412 ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,412 ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.6% ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** IA ----------------------------------------------------------------------------- CUSIP No. 46004U201 13G Page 3 of 7 Pages ---------------------------------------------------------------------------- (2) NAMES OF REPORTING PERSONS Praetorian Offshore Ltd. (See Item 2(A)) I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 98-0465606 ----------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [X] (b) [ ] ----------------------------------------------------------------------------- (3) SEC USE ONLY ----------------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands ----------------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER SHARES ______________________________________________________________ BENEFICIALLY (6) SHARED VOTING POWER 484,412 OWNED BY ______________________________________________________________ EACH (7) SOLE DISPOSITIVE POWER REPORTING ______________________________________________________________ PERSON WITH (8) SHARED DISPOSITIVE POWER 484,412 ----------------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 484,412 ----------------------------------------------------------------------------- (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] ----------------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.6% ----------------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON ** OO ----------------------------------------------------------------------------- CUSIP No. 46004U201 13G Page 4 of 7 Pages Item 1(a). Name of Issuer: The name of the issuer is International Monetary Systems, Ltd. (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: The Issuer's principal executive offices are located at: 16901 W. Glendale Drive, New Berlin, WI 53151. Item 2(a). Name of Person Filing: This statement is filed on behalf of Praetorian Capital Management LLC (the "Management Company") a Delaware limited liability company, and Praetorian Offshore Ltd. ("PO Ltd."), a Cayman Islands exempted company (the "Fund") (collectively, the Management Company and the Fund are the "Reporting Person"). The Management Company serves as investment manager or advisor to the Fund with respect to the shares of Common Stock directly owned by the Fund. The Management Company makes the investment and voting decisions on behalf of the Fund but owns no direct investments in the securities of the Issuer. The Fund directly owns the shares of the Common Stock of the Issuer but does not make any decisions as to voting or buying or selling shares of the Issuer. Item 2(b). Address of Principal Business Office or, if None, Residence: The address of the principal business office of the Management Company is: 1000 South Pointe Drive, Suite 1508, Miami Beach, FL 33139 Item 2(c). Citizenship: Management Company: Delaware Praetorian Offshore Ltd.: Cayman Islands Item 2(d). Title of Class of Securities: Common Stock, $0.0001 par value (the "Common Stock") Item 2(e). CUSIP Number: 46004U201 Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940, (e) [ ] Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E), (f) [ ] Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1 (b)(1)(ii)(F), (g) [ ] Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G), (h) [ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) [ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940, (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). Not applicable. CUSIP No. 46004U201 13G Page 5 of 7 Pages Item 4. Ownership. (a) Amount beneficially owned: As of the date hereof, the Reporting Person is the beneficial owner of 484,412 shares of Common Stock. Praetorian Capital Management LLC acts as the management company to Praetorian Offshore Ltd., which beneficially owns 484,412 shares of Common Stock. As such, Praetorian Capital Management LLC is deemed to beneficially own 484,412 shares of Common Stock. The percentages set forth in this Schedule 13G are calculated based on the 10,559,800 shares of Common Stock outstanding as of May 2, 2011, as set forth in the Company's Form 10-Q for the year ended March 31, 2011. (b) Amount beneficially owned: (Continued) Since our last Schedule 13G filing dated May 2, 2011, through the date of this filing, the Reporting Person made the following transactions in the Common Stock of the Issuer: PO Ltd. May 3, 2011 sold 7,989 shares PO Ltd. May 4, 2011 sold 4,500 shares PO Ltd. May 11, 2011 sold 20,000 shares PO Ltd. May 13, 2011 sold 80,000 shares PO Ltd. May 20, 2011 sold 10,000 shares PO Ltd. May 25, 2011 sold 15,149 shares PO Ltd. May 26, 2011 sold 22,000 shares PO Ltd. May 31, 2011 sold 2,000 shares PO Ltd. June 1, 2011 sold 5,712 shares PO Ltd. June 2, 2011 sold 2,288 shares PO Ltd. June 6, 2011 sold 2,500 shares PO Ltd. June 9, 2011 sold 4,500 shares PO Ltd. June 10, 2011 sold 2,500 shares PO Ltd. June 13, 2011 sold 2,500 shares PO Ltd. June 17, 2011 sold 104,600 shares Since our last Schedule 13G filing dated May 2, 2011, through the date of this filing, the Reporting Person made the following transactions in the Warrants to Purchase Common Stock of the Issuer: PO Ltd. May 31, 2011 Warrants to purchase 231,595 shares expired worthless CUSIP No. 46004U201 13G Page 6 of 7 Pages Item 4. Ownership. (Continued) (c) Percent of class: 4.6% beneficially owned by the Management Company. (d) Number of shares as to which the person has:. (i) Sole power to vote or direct the vote: -0- (ii) Shared power to vote or direct the vote: 484,412 (iii) Sole power to dispose or direct the disposition: -0- (iv) Shared power to dispose or direct the disposition: 484,412 Item 5-9 Not applicable. Filing of this statement by the Reporting Persons shall not be deemed an admission that they beneficially own the securities reported herein as held in customer accounts. The Reporting Persons expressly disclaim beneficial ownership of all securities held in such customer accounts. Praetorian Offshore Ltd.'s ownership on behalf of its investors is now less than 5% of the outstanding Common Stock of the Issuer, and no further 13G filings will be made unless we are once again required to do so. CUSIP No. 46004U201 13G Page 7 of 7 Pages Item 10. Certification. The following certification shall be included if the statement is filed pursuant to Section 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. [X] SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: June 24, 2011 /s/ Wesley N. Cooper Praetorian Offshore Ltd. By: Praetorian Capital Management LLC Its: Investment Manager By: Wesley N. Cooper Its: Chief Financial Officer The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties for whom copies are to be sent. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)