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 June 1, 2001  to August 31, 2001
 Commission file number 1-15821


                      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

                           Former name: Espo's Inc.
 (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:

             6,013,530 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

<TABLE>

          Integrated Performance Systems, Inc. (Formerly ESPO's Inc.)
                         Consolidated Balance Sheets

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

                                                    August 31,     November 30,
                                                  -------------   ------------
                                                       2001            2000
                                                  -------------   ------------
 <S>                                             <C>             <C>
 ASSETS                                             (Unaudited)
 Current assets:
 Cash                                            $       11,745  $      13,681
 Trade accounts receivable, net                       1,393,121        998,151
 Other receivables                                        6,073         21,489
 Inventory                                            1,421,339      1,040,099
 Prepaid expenses                                        40,999         62,491
                                                  -------------   ------------
         Total current assets                         2,873,277      2,135,911
                                                  -------------   ------------

 Property and equipment, net of depreciation          2,103,901      2,427,643
                                                  -------------   ------------
 Other assets:
 Goodwill, net of amortization                          488,420        498,038
 Loan origination fees, net of amortization              15,431         21,504
 Deposits                                                 9,705          7,280
                                                  -------------   ------------
                                                        513,556        526,822
                                                  -------------   ------------

         Total assets                            $    5,490,734  $   5,090,376
                                                  =============   ============
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
 Short-term borrowings                           $    1,486,487  $     811,011
 Accounts payable                                     1,523,913      1,178,637
 Accrued expenses                                       619,595        692,178
 Royalty payable                                        375,000        375,000
 Current maturities of long-term debt                     5,593        530,243
 Lines of credit  and note payable                      401,924        622,833
 Note payable - related party                           503,505              -
                                                  -------------   ------------
         Total current liabilities                    4,916,017      4,209,902
                                                  -------------   ------------
 Noncurrent liabilities:
 Long-term debt, net of current maturities               61,327        705,572
                                                  -------------   ------------
 Stockholders' equity (deficit):
 Preferred stock; par value $0.01; 1,000,000
   shares authorized:
 Series A - 8% cumulative dividends increasing
   to 10% in 2000; $1,000 per share redemption
   value; 5,000 shares authorized, 3,000
   issued and outstanding                                    30             30
 Series B - convertible 6%; $1,000 per share
   redemption value; 900 shares authorized,
   810 shares issued and outstanding                          8              8
 Series C - 12% cumulative dividends; $1,000
   per share redemption value; 15,000 shares
   authorized, 13,300 shares issued and
   outstanding                                              133             73
 Series D - 4% cumulative dividends; $2,000
   per share redemption value; 5,000 shares
   authorized, 550 shares issued and outstanding              6              -
 Additional paid-in capital, preferred stock          9,143,057      5,981,317
 Common stock; par value  $0.01; 25,000,000
   shares authorized, 6,013,530 shares
   issued and outstanding                                60,135         59,710
 Additional paid-in capital, common stock               444,091        359,516
 Accumulated deficit                                 (9,134,071)    (6,225,752)
                                                  -------------   ------------
         Total stockholders' equity (deficit)           513,389        174,902
                                                  -------------   ------------
         Total liabilities and stockholders'
           equity (deficit)                      $    5,490,734  $   5,090,376
                                                  =============   ============

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

</TABLE>
<PAGE>
<TABLE>

         Integrated Performance Systems, Inc. (Formerly ESPO's Inc.)
                    Consolidated Statements of Operations

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

                                        Three           Three            Nine            Nine
                                     Months Ended    Months Ended    Months Ended    Months Ended
                                   August 31, 2001 August 31, 2000 August 31, 2001 August 31, 2000
                                      ----------      ----------      ----------      ----------
                                     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)

 <S>                                 <C>             <C>             <C>             <C>
 Net sales                           $ 2,713,333     $ 2,562,632     $ 6,090,915     $ 6,869,053

 Cost of sales                         2,566,203       2,121,236       6,548,898       6,396,275
                                      ----------      ----------      ----------      ----------
 Gross profit (loss)                     147,130         441,396        (457,983)        472,778
                                      ----------      ----------      ----------      ----------
 Expenses:
 General and administrative              768,873         578,106       1,977,905       1,656,376
 Depreciation and amortization             7,420          10,882          22,260          29,700
 Loss on disposal of equipment                 -             265               -             716
                                      ----------      ----------      ----------      ----------
                                         776,293         589,253       2,000,165       1,686,792
                                      ----------      ----------      ----------      ----------
 Loss from operations                   (629,163)       (147,857)     (2,458,148)     (1,214,014)
                                      ----------      ----------      ----------      ----------
 Other income (expense):
 Interest expense                       (197,994)       (132,389)       (450,246)       (513,855)
 Miscellaneous income (expense)                -           2,170              75          82,133
                                      ----------      ----------      ----------      ----------
                                        (197,994)       (130,219)       (450,171)       (431,722)

 Loss before provision
 for income taxes                       (827,157)       (278,076)     (2,908,319)     (1,645,736)

 Provision for income taxes                    -               -               -               -
                                      ----------      ----------      ----------      ----------
 Net loss                            $  (827,157)    $  (278,076)    $(2,908,319)    $(1,645,736)
                                      ==========      ==========      ==========      ==========
 Loss available to common stock      $  (996,254)    $  (510,576)    $(3,627,419)    $(2,030,036)
                                      ==========      ==========      ==========      ==========
 Loss per share - basic              $     (0.17)    $     (0.09)    $     (0.60)    $     (0.34)
                                      ==========      ==========      ==========      ==========
 Loss per share - diluted            $     (0.17)    $     (0.09)    $     (0.60)    $     (0.34)
                                      ==========      ==========      ==========      ==========


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


</TABLE>
<PAGE>
<TABLE>

         Integrated Performance Systems, Inc. (Formerly ESPO's Inc.)
                     Consolidated Statements of Cash Flows

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

                                                             Nine         Year Ended
                                                         Months Ended     November 30,
                                                       August 31, 2001       2000
                                                         -----------      -----------
                                                         (Unaudited)
 <S>                                                    <C>              <C>
 Cash flows from operating activities:
 Net loss                                               $ (2,908,319)    $ (2,775,890)
                                                         -----------      -----------
  Adjustments to reconcile net loss to net
  cash used in operating activities:
   Depreciation and amortization                             394,874          645,486
   Issuance of common stock for services                      85,000                -
   Impairment expense                                              -          536,330
   Issuance of stock options                                       -          100,000
   Gain on sale of securities                                      -          (81,695)
   Changes in operating assets and liabilities:
     (Increase) decrease in  trade accounts receivable      (394,970)          97,368
     Decrease in other receivables                            15,416           92,704
     Increase in inventory                                  (381,240)        (143,657)
     (Increase) decrease in prepaid expenses                  21,492          (27,098)
     (Increase) decrease in other assets                      (2,425)         (21,123)
     Increase (decrease) in accounts payable                 445,567          (65,026)
     Increase in accrued expenses                            768,188           68,946
                                                         -----------      -----------
       Total adjustments                                     951,902        1,202,235
                                                         -----------      -----------

 Net cash used in operating activities                    (1,956,417)      (1,573,655)

 Cash flows from investing activities:
   Acquisition of property and equipment                     (55,441)        (186,547)
   Proceeds from sale of securities                                -          531,695
                                                         -----------      -----------
 Net cash provided by (used in) investing activities         (55,441)         345,148
                                                         -----------      -----------

 Cash flows from financing activities:
   Proceeds from sale of stock                               557,000           25,000
   Return of capital                                        (301,791)        (615,797)
   Proceeds from short-term borrowings, notes payable
     and line of credit                                    7,651,471        8,903,822
   Payments on short-term borrowings, notes payable
     and line of credit                                   (6,122,169)      (9,170,311)
   Proceeds from long-term debt                               30,000        2,097,048
   Payments on long-term debt                                 (9,060)          (5,174)
   Proceeds from line of credit - related party            3,674,476            7,600
   Payments on line of credit - related party             (2,470,005)               -
   Proceeds from note payable - related party                229,272                -
   Payments from note payable - related party               (229,272)               -
                                                         -----------      -----------
 Net cash provided by financing activities                 2,009,922        1,242,188
                                                         -----------      -----------
 Increase (decrease) in cash                                  (1,936)          13,681

 Cash, beginning of period                                    13,681                -
                                                         -----------      -----------
 Cash, end of period                                    $     11,745     $     13,681
                                                         ===========      ===========

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


</TABLE>
<PAGE>
         Integrated Performance Systems, Inc. (Formerly ESPO's, Inc.)
                  Notes to Consolidated Financial Statements
                         August 31, 2001 (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 10KSB40 filed  March
 15, 2001.  These interim financial  statements and notes hereto reflect  all
 adjustments which 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.

 INVENTORY

 Inventories consist primarily of the following:

                                 August 31,       November 30,
                                    2001              2000
                                 ----------        ----------
                                 (Unaudited)

            Finished goods      $         -       $         -
            Work in progress        798,470           490,636
            Raw materials           622,869           549,463
                                 ----------        ----------
            Total inventory     $ 1,421,339       $ 1,040,099
                                 ==========        ==========



 EARNINGS (LOSS) PER SHARE

 Basic earnings (loss) per share is calculated by dividing the income  (loss)
 available to common stock (the numerator) by the weighted average number  of
 shares of common stock outstanding during  the period (the denominator).  At
 August 31, 2001and 2000, the weighted  average number of shares  outstanding
 was 5,989,011 and  5,945,600, respectively, for  the nine  months ended  and
 6,013,530 and 5,945,600, respectively, for the third quarter.

 Diluted earnings (loss) per share adds  to the denominator those  securities
 that,  if  converted,  would  cause  a  dilutive effect  to the calculation.
 To  compute  the  weighted  average number of  shares  outstanding  for  the
 calculation of the diluted earnings (loss)  per share, the number of  shares
 vested in the employee stock option plan must be included in the denominator
 on a  weighted average  basis.  At August 31,  2001 and  2000, the  weighted
 average  number  of  shares   outstanding  were  6,513,530  and   5,945,600,
 respectively, for the nine months.
<PAGE>

 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS

 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.  (formerly  ESPO's  Inc.)  (the
 "Company") is a contract manufacturer  of quality, high performance  circuit
 boards and is 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  August 31, 2001.   It should  be read in  conjunction
 with the Consolidated  Financial Statements and  Notes thereto appearing  in
 this Form 10-QSB for the nine months ended August 31, 2001.

 Results of Operations

      Revenue   Sales  for  the  nine  months  ended  August  31,  2001  were
 $6,090,915, a decrease of 11.33% over sales of $6,869,053 for the comparable
 period in 2000. Sales for the quarter ended August 31, 2001 were $2,713,333,
 an increase of 5.88% over sales  of $2,562,632 for the comparable period  in
 2000.  The nine months ended  August 31, 2001 reflects the general  weakness
 in the  economy  during  this  period.   In  addition,  this  also  reflects
 significant reduction in  orders by one  customer due to  over stocking  and
 weak demand.   The demand for  the Company's products  continued its  growth
 during this  quarter  as  indicated by  the  backlog  of  unshipped  orders.
 Backlog of  unshipped  orders  at August  31,  2001  was  $3,327,540  versus
 $2,295,880 at August 31, 2000, or an increase of 44.93%.

      Gross Profit  Cost in excess of sales for the nine months ended  August
 31, 2001 was $457,983, versus a gross profit of $472,778 in the  same period
 last year.   For the quarter  ended August 31,  2001, the  gross profit  was
 $147,130 compared to a gross profit of $441,396 for the quarter ended August
 31, 2000.

      Operating Expenses   For the quarter  ended August  31, 2001  operating
 expenses were $776,293 compared  to $589,253 for  the comparable quarter  of
 2000.  For  the  nine-month  periods,  expenses  2,000,165  and  $1,686,792,
 respectively.   These expenses  should remain  relatively constant  for  the
 remainder of the year.

      Other Income and Expenses  For  the August 31, 2001 quarter, net  other
 expense was $197,994 compared to $130,219 for the prior year.  For  the nine
 month periods, net other expense was  $450,171 for 2001 versus $431,722  for
 2000. This reflects the  reduced interest expense as  debt  was converted to
 equity during the  previous year and  the effect of  the gain on  marketable
 securities in the previous year.

      Liquidity and Cash  Resources   For the  nine months  ended August  31,
 2001, the Company reported a net loss of $2,908,319, as compared to the loss
 of $1,645,736 reported for the comparable period in 2000.

      Cash resources of  $2,897,478  were  used for operations  for the  nine
 months ended  August 31,  2001, with  investment in  property and  equipment
 using $55,441, for a total usage of $2,952,919.  The prior year amounts were
 $1,573,655 cash used for operations, and $345,148 from investment,  totaling
 $1,228,507 used.   During  the current  fiscal year,  these needs  were  met
 primarily through  debt financing  and issuance  of preferred  stock,  while
 needs for the prior year were provided primarily by debt financing.

                                Other Matters

 Cash Flow

 During  the  nine  months  ended  August 31,  2001,  the  Company  exchanged
 approximately  $940,000  of  various  accrued  liabilities and payables plus
 approximately $2,460,000 of  debt  for  6,000  shares  of  Class C Preferred
 Stock.  In addition,  the Company did not achieve a positive cash flow  from
 operations.  Accordingly, the Company will rely on cash on hand,  as well as
 available borrowing arrangements and private placement of preferred stock to
 fund operations until a positive cash flow from operations can  be achieved.
 The Company expects cash flow to  improve as the result of anticipated sales
 increases.  However, it may be  necessary to pursue  additional financing or
 placements  until  a  positive  cash  flow  can  be  achieved.  The  Company
 will continually evaluate opportunities  with  various  investors  to  raise
 additional  capital  without  which  its  growth  and profitability could be
 restricted.  Although it is believed that sufficient financing resources are
 available, there can be no assurance that such resources will continue to be
 available or that they will be available upon favorable terms.
<PAGE>

                   PART II-OTHER INFORMATION

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. 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.  This preferred  stock
           has not yet actually been issued.                                *
 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.  This  preferred stock has not  yet
           actually been issued.                                            *
 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. 4.30  Description of Series D Preferred Stock                         **
 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


     *     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.




                               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: October 15, 2001                   By: /s/ D. Ronald Allen
                                              --------------------------
                                              D. Ronald Allen, President