QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                    TO THE 1934 ACT REPORTING REQUIREMENTS

                                 FORM 10-QSB

                   U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

      (Mark One)

       [   ]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
               SECURITIES ACT OF 1934

               For the quarterly period ended

       [ X ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
               EXCHANGE ACT

       For the transition period from December 1, 2002 to February 28, 2003
       Commission file number 0-30794

                     Integrated Performance Systems Inc.
                ----------------------------------------------
                (Name of Small Business Issuer in its charter)


                  New York                            11-3042779
 ----------------------------------------------------------------------------
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)            Identification  No.)

                   10501 FM 720 East, Frisco, Texas  75035
 ----------------------------------------------------------------------------
                   (Address of principal executive offices)

                  (Issuer's telephone number) (972) 381-1212

                                Not applicable
 (Former name, former address and former  fiscal year, if changed since  last
 report)

      Check whether the issuer (1) filed all reports required to be filed  by
 Section 13 or 15(d) of the  Exchange Act during the  past 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   X    No ___

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS.

      Check whether the registrant filed  all documents and reports  required
 to be  filed  by Section  12,  13 or  15(d) of the Exchange  Act  after  the
 distribution of securities under a plan confirmed by a court. Yes ___ No ___

                               Not applicable.
                               ---------------
                     APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's  classes
 of common equity as of the latest practicable date: 11,713,874 shares (There
 is only one class of common.)

      Transitional Small Business Disclosure Format (Check one):
                          Yes  [ X ]   No  [   ]

<PAGE>

                         PART 1 - FINANCIAL INFORMATION

 Item 1.  Financial Statements


                      Integrated Performance Systems, Inc.
                           Consolidated Balance Sheets

 ----------------------------------------------------------------------------

                                                  February 28,   November 30,
                                                      2003           2002
                                                  ------------   ------------
                                                  (Unaudited)
 ASSETS
 Current assets:
   Cash                                          $          64  $       9,257
   Trade accounts receivable, net                      967,414      1,488,791
   Other receivables                                   156,927         42,892
   Inventory                                           496,944        669,081
   Prepaid expenses                                     43,721         33,268
                                                  ------------   ------------
         Total current assets                        1,665,070      2,243,289
                                                  ------------   ------------
 Property and equipment, net                         1,329,694      1,401,219

 Other assets                                           47,473         50,269
                                                  ------------   ------------
     Total assets                                $   3,042,237  $   3,694,777
                                                  ============   ============

 LIABILITIES AND STOCKHOLDERS' DEFICIT
 Current liabilities:
   Notes payable                                 $   1,863,344  $   2,237,364
   Current maturities of long-term debt                118,782        118,782
   Payable to shareholder                              357,375        348,388
   Accounts payable                                  1,118,221      1,099,710
   Accrued expenses                                    870,113      2,193,561
                                                  ------------   ------------
     Total current liabilities                       4,327,835      5,997,805
                                                  ------------   ------------

 Noncurrent liabilities:
 Long-term debt, net of current maturities             713,982        737,362
                                                  ------------   ------------
 Stockholders' deficit:
 Preferred stock; par value $0.01; $1,000 per
   share redemption value for Series A, B and
   C; $2.000 per share redemptive value for
   Series D; 10,000,000 shares authorized:
     Series A - 12% cumulative dividends;
       10,000 shares authorized, 3,400 and
       3,000 issued and outstanding;
       $3,400,000 liquidation value                         34             30
     Series B - convertible 6%; 10,000 shares
       authorized, 870 and 810 issued and
       outstanding; $870,000 liquidation value               9              8
     Series C - 12% cumulative dividends; 20,000
       shares authorized, 13,500 and 13,000
       issued and outstanding; $13,500,000
       liquidation value                                   104            129
     Series D - 4% cumulative dividends; 10,000
       convertible shares authorized, 745 and
       611 issued and outstanding; $1,250,000
       liquidation value                                     7              6
 Common stock; par value $0.01; 100,000,000
   shares authorized, 11,713,874 and
   7,981,354 shares issued and outstanding             117,138         79,813
 Additional paid-in capital                         10,679,508      9,208,513
 Stock subscription receivable                        (210,190)       (78,190)
 Accumulated deficit                               (12,586,190)   (12,250,699)
                                                  ------------   ------------
     Total stockholders' deficit                    (1,999,580)    (3,040,390)
                                                  ------------   ------------
     Total liabilities and stockholders' deficit $   3,042,237  $   3,694,777
                                                  ============   ============

                 The accompanying notes are an integral part
                 of the consolidated financial statements.

<PAGE>
                      Integrated Performance Systems, Inc.
                      Consolidated Statements of Operations

 ----------------------------------------------------------------------------

                                                     Three          Three
                                                  Months Ended   Months Ended
                                                  February 28,   February 28,
                                                      2003           2002
                                                  ------------   ------------
                                                  (Unaudited)    (Unaudited)

  Net sales                                      $   1,837,528  $   1,444,056

  Cost of sales                                      1,645,104      1,536,072
                                                  ------------   ------------
  Gross profit (loss)                                  192,424        (92,016)

  General and administrative                           412,813        373,693
                                                  ------------   ------------
  Loss from operations                                (220,389)      (465,709)
                                                  ------------   ------------
  Other income (expense):
  Interest expense                                    (115,103)      (142,194)
  Miscellaneous income (expense)                             -         27,730
                                                  ------------   ------------
                                                      (115,103)      (114,464)
                                                  ------------   ------------
  Net loss                                       $    (335,492) $    (580,173)
                                                  ============   ============

  Loss available to common stock                 $    (823,142) $  (1,044,573)
                                                  ============   ============

  Loss per share - basic and diluted             $       (0.04) $       (0.16)
                                                  ============   ============

  Weighted average shares outstanding                8,042,947  $   6,407,433
                                                  ============   ============


                 The accompanying notes are an integral part
                 of the consolidated financial statements.

<PAGE>
                      Integrated Performance Systems, Inc.
                      Consolidated Statements of Cash Flows

 ----------------------------------------------------------------------------

                                                     Three          Three
                                                  Months Ended   Months Ended
                                                  February 28,   February 28,
                                                      2003           2002
                                                  ------------   ------------
                                                  (Unaudited)    (Unaudited)
 Cash flows from operating activities:
  Net loss                                       $    (335,492) $    (580,173)
                                                  ------------   ------------
   Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation and amortization                      94,300        114,041
     Accretion of debt discount                              -         57,196
     Gain on sale of property and equipment                  -         (2,730)
     Changes in operating assets and liabilities:
       Trade accounts receivable                       521,377        419,587
       Other receivables                              (114,035)       (30,347)
       Inventory                                       172,137        203,349
       Prepaid expenses                                (10,453)        (2,243)
       Other assets                                      2,796          1,476
       Accounts payable                                (18,511)       (61,492)
       Accrued expenses                                 11,916          7,334
                                                  ------------   ------------
         Total adjustments                             659,527        706,171
                                                  ------------   ------------

 Net cash provided by operating activities             324,035        125,998
                                                  ------------   ------------
 Cash flows from investing activities:
  Proceeds from sale of property and equipment               -         15,461
                                                  ------------   ------------
 Cash flows from financing activities:
   Proceeds from sale of stock                         155,000        117,760
   Return of capital                                   (99,815)       (96,135)
   Net proceeds (payments) from short-term
     borrowings, line-of-credit and note payable      (374,020)      (341,789)
   Payments on long-term debt                          (23,380)       (34,863)
   Net proceeds from shareholder                         8,987        188,022
                                                  ------------   ------------
 Net cash from financing activities                   (333,228)      (167,005)
                                                  ------------   ------------
 Decrease in cash                                       (9,193)       (25,546)

 Cash, beginning of period                               9,257         53,394
                                                  ------------   ------------
 Cash, end of period                             $          64  $      27,848
                                                  ============   ============


                 The accompanying notes are an integral part
                 of the consolidated financial statements.

<PAGE>

                     Integrated Performance Systems, Inc.
                  Notes to Consolidated Financial Statements
                        February 28, 2003 (Unaudited)

 BASIS OF PRESENTATION

 The interim financial statements and  summarized notes included herein  were
 prepared in accordance with accounting principals generally accepted in  the
 United States  of America  for interim  financial information,  pursuant  to
 rules and regulations of  the Securities and  Exchange Commission.   Because
 certain information  and  notes  normally  included  in  complete  financial
 statements prepared  in  accordance  with  accounting  principals  generally
 accepted in the United States of America were condensed or omitted  pursuant
 to such  rules  and  regulations,  it  is  suggested  that  these  financial
 statements be read in conjunction with the Consolidated Financial Statements
 and the Notes thereto,  included in the Company's  Report 10KSB filed  March
 28, 2003.  These interim financial  statements and notes hereto reflect  all
 adjustments that are,  in the opinion  of management, necessary  for a  fair
 statement of  results  for the  interim  periods presented.  Such  financial
 results should not be construed as necessarily indicative of future results.


 CASH FLOW INFORMATION

 Non cash transactions

 During  the  quarter ending February 28, 2003, the Company converted accrued
 dividends totaling $1,708,951 into 1,110 shares of preferred stock.

 During the quarter ending  February 28, 2002, the Company converted accounts
 payable from two vendors  for  approximately  $685,000  to notes payable due
 within one year.


 COMMON AND PREFERRED STOCK

 During  the  quarter ended February 28, 2003, the Company sold 60,000 shares
 of common stock  for  $80,000  and  received  $75,000 in cash related to the
 stock subscription receivable at November 30, 2002.

 As of November 30, 2002, the Company had 680,832 shares of common stock held
 by  Televest  Communications,  LLC  ("Televest"),  a third party, to be sold
 overseas  under  regulation  S  of  the  Securities and Exchange Commission.
 During the quarter ended February 28, 2003, Televest sold 672,520 shares for
 approximately  $250,000,  of  which,  the Company will receive approximately
 $207,000.  As  of  February  28,  2003,  the  Company  had  not received the
 cash  proceeds;  therefore,  recorded  the  $207,000 as a stock subscription
 receivable.

 During the quarter ended February 28, 2003, the Company issued an additional
 300,000 shares of common stock to Televest. As of February 28, 2003, Telvest
 held 308,312 shares of common stock to be sold overseas.  These  shares  are
 not considered outstanding at February 28, 2003.

 Effective February 28, 2003,  the  Company's board of directors approved the
 conversion of 3000 shares of Series C preferred stock  into 3,000,000 shares
 of  the  Company's  common  stock.  The  Series C preferred is  owned  by an
 entity  controlled by the majority shareholder and Chairman of the Board  of
 Directors.

 On  January 29, 2003,  the  Company amended the certificate of incorporation
 increasing the number of authorized  shares  of preferred stock to 50,000 as
 follows: Series A - 10,000, Series B - 10,000,  Series C - 20,000 and Series
 D - 10,000. In addition, the Series A  and  C were amended to include voting
 rights equal to 1,000 votes per share.


 LOSS PER SHARE

 Basic loss per share is calculated by dividing the loss available to  common
 stock (the numerator)  by the weighted  average number of  shares of  common
 stock outstanding during the period (the denominator).  At February 28, 2003
 and February 28, 2002, the weighted average number of shares outstanding was
 8,402,947 and 6,407,640, respectively.

 Diluted loss per  share adds to  the denominator those  securities that,  if
 converted, would  cause a  dilutive  effect to  the  calculation.   For  the
 quarter ended  February  28,  2003 and  2002,  the  Company's  common  stock
 equivalents were not included in the  calculation of diluted loss per  share
 as the effect would have been anti-dilutive.


 SUBSEQUENT EVENT

 On March 31, 2003, the Company finalized  an agreement to purchase 48% of  a
 Singapore  corporation in the wireless data streaming business.  The Company
 issued 750,000 shares of common stock to the shareholders  of the  Singapore
 corporation, 1,000,000 shares of common  stock to the Singapore  corporation
 and converted a $110,000 receivable from the Singapore corporation into it's
 investment in  the entity.  As  of February  28,  2003, the  receivable  was
 included in other receivables.

 The 1,000,000 shares of common stock issued to the Singapore Corporation are
 to be sold outside the United Sates under SEC Regulation S for the  purposes
 of meeting working capital needs of the Singapore Corporation.

 During March  2003,  Televest  sold an  additional  534,159  shares  of  the
 Company's common stock overseas.


 Item 2.  Management's Discussion and Analysis


      Forward Looking Statements

 This  filing  may  contain  "Forward  Looking  Statements",  which  are  the
 Company's  expectations,  plans  and  projections,  which  may  or  may  not
 materialize  and  which are  subject  to various  risks  and  uncertainties,
 including  statements  concerning expected  income  and  expenses,  and  the
 adequacy of the Company's sources of cash to finance its current and  future
 operations.   When  used  in this  filing,  the words  "plans",  "believes",
 "expects", "projects", "targets", "anticipates" and similar expressions  are
 intended to identify forward-looking statements.  Factors which could  cause
 actual results to materially differ from the Company's expectations  include
 the  following: general  economic conditions  and growth  in the  high  tech
 industry; competitive factors and pricing pressures; change in product  mix;
 and the timely development  and acceptance of new products.  These  forward-
 looking statements  speak only as of the date  of this filing.  The  Company
 expressly disclaims  any obligation or undertaking  to release publicly  any
 updates or  change in its expectations or  any change in events,  conditions
 or circumstances on which  any such statement may be based except as may  be
 otherwise required by the securities laws.

      Overview

 Integrated  Performance   Systems,  Inc.  ("The  Company")  is  a   contract
 manufacturer of quality, high performance circuit boards located in  Frisco,
 Texas, just north of Dallas.  The Company's products are used in  computers,
 communication  equipment, the  aerospace industry,  defense electronics  and
 other applications requiring high performance electrical capability.

 The   following   discussion  provides   information   to  assist   in   the
 understanding  of   the  Company's  financial   condition  and  results   of
 operations for  the quarter ended February 28, 2003.   It should be read  in
 conjunction  with the Consolidated  Financial Statements  and Notes  thereto
 appearing in this Form 10-QSB for the quarter ended February 28, 2003.

      Results of Operations

 Revenues Sales for the  quarter ended February 28, 2003 were $1,837,528,  an
 increase of  27.24% from sales  of $1,444,056 for  the comparable period  in
 2002.   The  increase in  sales for  the  quarter can  be attributed  to  an
 increase of  approximately $165,000 in  multi-wire boards and  approximately
 $228,000  of our circuit  boards sold  to customers'  with military  related
 programs.  It is believed that demand for the company's products will  begin
 to grow as confidence  levels in the economy grow and inventory levels  held
 by our customers are depleted.

 Gross  Profit/ (Loss)    Gross profits  for the quarter  ended February  28,
 2003 were  $192,424, versus a gross loss of  $92,016 in the same quarter  of
 2002.  The  increase  in  gross profit  is  attributed  to  a  reduction  in
 production  costs  and  the  sale  of  higher  margin  products  during  the
 first quarter  2003  versus 2002.  The company  recorded  revenues  totaling
 approximately  $800,000,  from one  of  its largest  customers  for  product
 shipped  during the  first quarter  of 2003,  resulting in  gross profit  of
 approximately $370,000.

 Operating  Expenses  For  the quarter  ended  February  28,  2003  operating
 expenses  were  $412,813 compared  to  $373,693  for  the comparable quarter
 of  2002.  The  increase  in  expense is  attributable  to  an  increase  in
 compensation, professional fees,  and travel related to the Company's  sales
 staff.

 Other  Income and  Expenses For  the quarter  ended February  28, 2003,  net
 other  expense  was  $115,103  compared  to  $114,464  for  the  prior year.
 The  net  change  of  $639  reflects  a  reduction  in interest  expense  of
 approximately  $27,000 that  was offset  by a  decrease  in  other income of
 approximately $27,000.

 Liquidity and  Cash Resources For the quarter  ended February 28, 2003,  the
 Company  reported  a net  loss  of $314,470,  as  compared to  the  loss  of
 $580,173 reported  for the comparable  period in 2002.  The decrease in  net
 loss is  primarily the result  of the reductions  in production expense  and
 the  large order  of higher  margin products  from one  primary customer  as
 discussed above.

 The Company had a  decrease in cash of $9,193 and $25,546 in 2003 and  2002,
 respectively.  Cash resources of  $324,035 were provided  by operations  for
 the  quarter 2003  as compared  to $125,998  from operations  in 2002.  Cash
 provided  by investing activities  were $0 and   $15,461 in  2003 and  2002,
 respectively. Cash  used in financing activities  was $333,228 and  $167,005
 in  2003 and 2002,  respectively.  The  significant amount of  cash used  in
 financing activities in 2003  and 2002 was attributable to payments of  debt
 totaling  $374,000  and $341,789,  respectively,  and payment  of  dividends
 totaling  $99,815  and 96,135,  respectively.  The cash  used  in  financing
 activities during  2003 was primarily  offset by proceeds  from the sale  of
 common stock of $155,000. The cash used in financing activities in 2002  was
 offset by  proceeds from the sale  of stock totaling approximately  $114,000
 and advances from the majority stockholder totaling approximately $188,000.

      Discussion of Critical Accounting Policies

 The preparation of financial statements in conformity with GAAP requires  us
 to  make estimates and  assumptions in determining  the reported amounts  of
 assets and liabilities  and disclosure of contingent assets and  liabilities
 at  the  date of  the  financial  statements and  the  reported  amounts  of
 revenues  and   expenses  during  the  reporting  period.  The   significant
 estimates  made by us  in the  accompanying financial  statements relate  to
 reserves  for accounts receivable  collectibility and inventory  valuations.
 Actual results could differ from those estimates.

 Critical accounting policies are  those that are both most important to  the
 portrayal of a company's  financial position and results of operations,  and
 require management's subjective or complex judgments. Below is a  discussion
 of what we believe are our critical accounting policies.

 Revenue Recognition:  We recognize revenues when  the products are  shipped.
 At that  time an agreement is  in place, price is  fixed, title for  product
 passes to the customer, and collecitibility is reasonably assured.

 Allowance for  Doubtful Accounts: Provisions to  the allowance for  doubtful
 accounts  are  made  monthly  and  adjustments  are  made  periodically  (as
 circumstances warrant)  based upon the expected  collectibility of all  such
 accounts.

 Inventory:  Inventory  consists  principally  of  finished  goods  and   raw
 materials and  is priced at lower of cost  or market, cost being  determined
 using both the first-in  and first out (FIFO) method. Reserves are  provided
 against  inventory for estimated  obsolescence based upon  the aging of  the
 inventory and market trends.


<PAGE>

                          PART II - OTHER INFORMATION

 Item 5.  Other Information

      On February 10,  2003, the  Company filed with  the State  of New  York
 Department of  State  a  Certificate of  Amendment  of  the  Certificate  of
 Incorporation creating Series  A, B, C  and D preferred  stock.  The  filing
 corrected  procedural flaws  in the creation of  the earlier preferred.   At
 the same  time,  it  made it  possible  to  provide voting  rights  and  170
 additional shares  to  the holders  of  the  Series A  preferred  stock,  60
 additional shares to the holders of the Series B preferred and voting rights
 and 650 additional shares to holders of the Series C, all in lieu of accrued
 dividends.   The Company  called in  the old  preferred stock  certificates,
 cancelled them and issued  new certificates.  A  copy of the Certificate  of
 Amendment is attached to this filing as Exhibit 3.7.

 Item 6. Exhibits

 Ex. 2.1  Agreement and Plan of Reorganization by and between Performance
            Interconnect Corp, its undersigned shareholders and Espo's Inc  *
 Ex. 3.1  Certificate of Incorporation filed in the Office of the Secretary
            of State of the State of New York, November 29, 1990.           *
 Ex. 3.2  Certificate of Amendment of Certificate of Incorporation  filed in
            the Office of the Secretary of State of the State of New York,
            July 17, 1998                                                   *
 Ex. 3.3  Certificate of Amendment of Certificate of Incorporation  filed in
            the Office of the Secretary of State of the State of New York,
            October 27, 1998.                                               *
 Ex. 3.4  Certificate of Amendment of Certificate of Incorporation  filed in
            the Office of the Secretary of State of the State of New York,
            March 20, 2000.                                                 *
 Ex. 3.5  Bylaws.                                                           *
 Ex. 3.6  Certificate of Amendment of the Certificate of Incorporation dated
            March 30, 2001, filed April 4, 2001.                          ***
 Ex. 3.7  Certificate of Amendment of the Certificate of Incorporation dated
            January 29, 2003, filed in the Office of the State of New York
            Department of State, February 10, 2003.                      ****
 Ex. 4.1  Form of letter describing employee stock option plan.             *
 Ex. 4.2  Letter agreement dated November 29, 1999, providing for issuance
            of preferred stock of Espo's to Nations Corp. in exchange for
            common stock of uniView Technologies Corp.                      *
 Ex. 4.3  Letter agreement dated December 27, 1999, providing for issuance
            of preferred stock of Espo's to CMLP Group Ltd. and Winterstone
            Management Inc., in exchange for Series A preferred stock of
            Performance Interconnect Corp.                                  *
 Ex. 4.4  Letter Agreement dated October 9, 1998, providing for issuance
            of preferred stock of Performance Interconnect Corporation
            in exchange for its promissory notes.                           *
 Ex. 4.5  Warrant dated as of October 22, 1997, authorizing the purchase of
            4,000,000 shares of common stock of Performance Interconnect
            Corp. at $0.50 per share.                                       *
 Ex. 4.6  Letter dated February 24, 2000, addressed to Travis Wolff,
            describing commitment to fund capital requirements of
            Performance Interconnect Corp. through November 30, 2000.       *
 Ex. 4.7  Promissory Note dated June 7, 1999, in the principal sum of
            $75,000.00, by Performance Interconnect Corp. in favor of
            Gay Rowe.                                                       *
 Ex. 4.8  Promissory Note dated May 1, 1999, in the principal sum of
            $200,000.00, by Performance Interconnect Corp. in favor of
            Gay Rowe.                                                       *
 Ex. 4.9  Promissory Note dated August 31, 1997, in the principal sum of
            $50,000.00, by Varga Investments, Inc., in favor of Ed Stefanko.
            (Varga Investments was a limited partnership formed to acquire
            I- Con Industries.)                                             *
 Ex. 4.10 Security Agreement dated August 31, 1997, by and between Ed
            Stefanko, Secured Party, and Varga Investments, Inc., Debtor.
            (Varga Investments was a limited partnership formed to acquire
            I-Con Industries.)                                              *
 Ex. 4.11 Letter agreement dated October 15, 1999, by Winterstone
            Management, Inc., and Performance Interconnect Corp,            *
 Ex. 4.12 Promissory Note dated October 15, 1999, in the principal sum of
            $619,477.88, by Performance Interconnect Corp. in favor of
            Nations Investment Corp., Ltd.                                  *
 Ex. 4.13 Promissory Note dated October 15, 1999, in the principal sum of
            $594,777.69, by Performance Interconnect Corp. in favor of
            Nations Investment Corp.                                        *
 Ex. 4.14 Security Agreement dated June 30, 1999, by Winterstone Management
            Inc and Performance Interconnect  Corp.                         *
 Ex. 4.15 Note dated September 30, 1999, in the principal sum of
            $250,000.00, by Winterstone Management, Inc., in favor
            of Zion Capital, Inc.                                           *
 Ex. 4.16 Secured Promissory Note dated August 12, 1998, in the principal
            sum of $131,570.00, by Performance Interconnect Corp. in favor
            of FINOVA Capital Corporation.                                  *
 Ex. 4.17 Secured Promissory Note dated August 12, 1998, in the principal
            sum of $318,430.00, by Performance Interconnect Corp. in favor
            of FINOVA Capital Corporation.                                  *
 Ex. 4.18 Loan and Security Agreement dated as of August 12, 1998, by
            Performance Interconnect Corp. in favor of FINOVA Capital
            Corporation.                                                    *
 Ex. 4.19 Loan and Security Agreement dated March 25, 1999, by and between
            PC Dynamics of Texas, Inc., and FINOVA Capital Corporation.     *
 Ex. 4.20 Loan Schedule dated March 25, 1999, by PC Dynamics of Texas,
            Inc., and FINOVA Capital Corporation.                           *
 Ex. 4.21 Subordination and Standstill Agreement dated March 25, 1999,
            among FINOVA Capital Corporation, M-Wave, Inc., and PC
            Dynamics of Texas, Inc.                                         *
 Ex. 4.22 Environmental Certificate and Indemnity Agreement dated as of
            March 25, 1999, by PC Dynamics of Texas, Inc., in favor of
            FINOVA Capital Corporation.                                     *
 Ex. 4.23 Continuing Personal Guaranty dated March 25, 1999, by D. Ronald
            Allen, guaranteeing obligations of PC Dynamics of Texas, Inc.,
            Borrower, to FINOVA Capital Corporation, Lender.                *
 Ex. 4.24 Continuing Corporate Guaranty dated March 25, 1999, by Associates
            Funding Group, Inc., guaranteeing obligations of PC Dynamics of
            Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender.   *
 Ex. 4.25 Continuing Limited Corporate Guaranty dated March 25, 1999, by JH
            & BC, Inc., guaranteeing obligations of PC Dynamics of Texas,
            Inc., Borrower, to FINOVA Capital Corporation, Lender.          *
 Ex. 4.26 Continuing Corporate Guaranty dated March 25, 1999, by
            Performance Interconnect Corporation, guaranteeing obligations
            of PC Dynamics of Texas, Inc., Borrower, to FINOVA Capital
            Corporation, Lender.                                            *
 Ex. 4.27 Continuing Corporate Guaranty dated March 25, 1999, by Winterstone
            Management, Inc.,  guaranteeing obligations of PC Dynamics of
            Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender.   *
 Ex. 4.28 Secured Promissory Note dated March 25, 1999, by PC Dynamics of
            Texas, Inc., in favor of FINOVA Capital Corporation.            *
 Ex. 4.29 Amended and Restated Purchase & Sale Agreement dated March 31,
            1998, by I-Con Industries, Inc., and Performance Interconnect
            Corp., Sellers, in favor of USA Funding, Inc., Purchaser.
            This is a sale of accounts receivable.                          *
 Ex. 10.1 Letter dated June 2, 1999, by Performance Interconnect Inc. to
            M-Wave Inc.                                                     *
 Ex. 10.2 Lease of upgrade Mark V Bearing Spindle Drill, S/N 128, dated
            11/12/97, by Excellon Automation Co. in favor of Winterstone
            Management, Inc. and I-Con Industries, Inc.                     *
 Ex. 10.3 Equipment Lease Agreement dated 5/15/98 by Excellon Automation
            Co., in favor of Performance Interconnect, Inc.                 *
 Ex. 10.4 Guaranty by D. Ronald Allen of amounts set forth in Excellon
            Lease Agreement dated May 15, 1998.                             *
 Ex. 10.5 Agreement dated as of March 15, 1999, between PC Dynamics,
            Corporation, and PC Dynamics of Texas, Inc.                     *
 Ex. 10.6 Guaranty dated as of March 15, 1999, by D. Ronald Allen in favor
            of PC Dynamics Corporation.                                     *
 Ex. 10.7 Guaranty dated as of March 15, 1999, by Performance Interconnect
            Corp. in favor of PC Dynamics Corporation.                      *
 Ex. 10.8 Assumption of Liabilities dated March 15, 1999,  by PC Dynamics
            of Texas, Inc., in favor of PC Dynamics Corporation.            *
 Ex. 10.9 Royalty Agreement dated March 15, 1999, between PC Dynamics
            Corporation and PC Dynamics of Texas, Inc.                      *
 Ex. 10.10 Promissory Note dated March 15, 1999, in the principal sum of
             $773,479.00 by PC Dynamics of Texas, Inc., in favor of PC
             Dynamics Corporation.                                          *
 Ex. 10.11 Lease dated as of March 25, 1999, by PC Dynamics Corporation,
             Landlord, and PC Dynamics of Texas, Inc., Tenant.              *
 Ex. 10.12 Promissory Note dated March 15, 1999, in the principal sum of
             $293,025.00 by PC Dynamics of Texas, Inc., in favor of PC
             Dynamics Corporation.                                          *
 Ex. 10.13 Letter dated May 27, 1999, by Joseph A. Turek on behalf of
             M-Wave (parent company of PC Dynamics Corporation) on Poly
             Circuits letterhead to Ron Allen (on behalf of Performance
             Interconnect.                                                  *
 Ex. 21    Subsidiaries of the Company                                      *
 Ex. 99    Certification Pursuant to 18 U.S.C. Section 1350, as adopted
             by Section 906 of the Sarbanes-Oxley Act of 2002            ****

       *    Exhibits incorporated by reference to the Company's Registration
            Statement on Form 10-SB (File No. 1-158211) filed on April 12,
            2000.
       **   Exhibit incorporated by reference to the Company's Quarterly
            Report for Small Business Issuers Subject to the 1934 Act
            Reporting Requirements filed on Form 10-QSB dated April 13,
            2001.
       ***  Exhibit incorporated by reference to the Current Report for
            Issuers Subject to the 1934 Act Reporting Requirements filed on
            Form 8-K dated April 27, 2001.
       **** Filed herewith.

<PAGE>
                                 SIGNATURES

 In accordance with  the requirements of  the  Exchange  Act, the  registrant
 caused this  registration  statement to  be  signed  on its  behalf  by  the
 undersigned, thereunto duly authorized.

                               INTEGRATED PERFORMANCE SYSTEMS, INC.

 Date: April 21, 2003          By:  /s/ D. Ronald Allen
                               ----------------------------------------------
                                    D. Ronald Allen,  Chief Financial Officer
                                    (Chairman of the Board and Duly
                                    Authorized Officer)

<PAGE>

                                CERTIFICATIONS

      I, D. Ronald Allen, certify that:

      1.   I have reviewed this quarterly report on Form 10-QSB of Integrated
 Performance Systems, Inc.

      2.   Based on my knowledge, this quarterly report does not contain any
 untrue statement of a material fact or omit to state a material fact
 necessary to make the statements made, in light of the circumstances under
 which such statements were made, not misleading with respect to the period
 covered by this quarterly report;

      3.   Based on my knowledge, the financial statements, and other
 financial information included in this quarterly report, fairly present in
 all material respects the financial condition, results of operations and
 cash flows of the registrant as of, and for, the periods presented in this
 quarterly report;

      4.   The registrant's other certifying officers and I are responsible
 for establishing and maintaining disclosure controls and procedures (as
 defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
 have:

           a)   designed such disclosure controls and procedures to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report
      is being prepared;

           b)   evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the filing
      date of this quarterly report (the "Evaluation Date"); and

           c)   presented in this quarterly report our conclusion about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

      5.   The registrant's other certifying officers and I have disclosed,
 based on our most recent evaluation, to the registrant's auditors and the
 audit committee of registrant's board of directors (or persons performing
 the equivalent functions):

           a)   All significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's ability
      to record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

           b)   Any fraud, whether or not material, that involves management
      or other employees who have a significant role in the registrant's
      internal controls; and

      6.   The registrant's other certifying officers and I have indicated
 in this quarterly report whether there were significant changes in internal
 controls or in other factors that could significantly affect internal
 controls subsequent to the date of our most recent evaluation, including
 any corrective actions with regard to significant deficiencies and material
 weaknesses.

      Date: April 21, 2003

                                    /s/ D. Ronald Allen
                                    ----------------------------------------
                                    D. Ronald Allen, Chief Executive Officer
                                    and Chief Financial Officer


<PAGE>


      I, Brooks Harman, certify that:

      1.   I have reviewed this quarterly report on Form 10-QSB of Integrated
 Performance Systems, Inc.

      2.   Based on my knowledge, this quarterly report does not contain any
 untrue statement of a material fact or omit to state a material fact
 necessary to make the statements made, in light of the circumstances under
 which such statements were made, not misleading with respect to the period
 covered by this quarterly report;

      3.   Based on my knowledge, the financial statements, and other
 financial information included in this quarterly report, fairly present in
 all material respects the financial condition, results of operations and
 cash flows of the registrant as of, and for, the periods presented in this
 quarterly report;

      4.   The registrant's other certifying officers and I are responsible
 for establishing and maintaining disclosure controls and procedures (as
 defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
 have:

           a)   designed such disclosure controls and procedures to ensure
      that material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report
      is being prepared;

           b)   evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the filing
      date of this quarterly report (the "Evaluation Date"); and

           c)   presented in this quarterly report our conclusion about the
      effectiveness of the disclosure controls and procedures based on our
      evaluation as of the Evaluation Date;

      5.   The registrant's other certifying officers and I have disclosed,
 based on our most recent evaluation, to the registrant's auditors and the
 audit committee of registrant's board of directors (or persons performing
 the equivalent functions):

           a)   All significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's ability
      to record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

           b)   Any fraud, whether or not material, that involves management
      or other employees who have a significant role in the registrant's
      internal controls; and

      6.   The registrant's other certifying officers and I have indicated
 in this quarterly report whether there were significant changes in internal
 controls or in other factors that could significantly affect internal
 controls subsequent to the date of our most recent evaluation, including
 any corrective actions with regard to significant deficiencies and material
 weaknesses.

      Date: April 21, 2003

                                    /s/ Brooks Harman
                                    ------------------------
                                    Brooks Harman, Secretary