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 February 28, 2001  to May 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

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

                                                      May 31      November 30,
                                                  -------------   ------------
                                                       2001           2000
                                                  -------------   ------------
 <S>                                             <C>             <C>
 ASSETS                                            (Unaudited)
 Current assets:
  Cash                                           $        1,761  $      13,681
  Trade accounts receivable, net                      1,001,907        998,151
  Other receivables                                       5,623         21,489
  Inventory                                           1,092,711      1,040,099
  Prepaid expenses                                       55,489         62,491
                                                  -------------   ------------
          Total current assets                        2,157,491      2,135,911
                                                  -------------   ------------
 Property and equipment, net of depreciation          2,207,971      2,427,643
                                                  -------------   ------------
 Other assets:
  Goodwill, net of amortization                         491,626        498,038
  Loan origination fees, net of amortization             17,356         21,504
  Deposits                                                9,969          7,280
                                                  -------------   ------------
                                                        518,951        526,822
                                                  -------------   ------------
          Total assets                           $    4,884,413  $   5,090,376
                                                  =============   ============

 LIABILITIES AND STOCKHOLDERS' EQUITY
  Current liabilities:
  Notes payable and short-term borrowings        $    1,575,204  $   1,426,244
  Accounts payable                                    1,205,080      1,178,637
  Accrued expenses                                    1,019,246        692,178
  Royalty payable                                       375,000        375,000
  Current maturities of long-term debt                  879,779        530,243
  Line of credit - related party                        946,195          7,600
  Note payable - related party                          229,272              -
                                                  -------------   ------------
          Total current liabilities                   6,229,776      4,209,902
                                                  -------------   ------------
 Noncurrent liabilities:
  Long-term debt, net of current maturities             383,897        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; 10,000 shares
     authorized, 7,300 shares issued and
     outstanding                                             73             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         6,073,311      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                                (8,306,914)    (6,225,752)
                                                  -------------   ------------
          Total stockholders' equity (deficit)       (1,729,260)       174,902
                                                  -------------   ------------
          Total liabilities and stockholders'
            equity (deficit)                     $    4,884,413  $   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            Six             Six
                                     Months Ended    Months Ended    Months Ended    Months Ended
                                     May 31, 2001    May 31, 2000    May 31, 2001    May 31, 2000
                                      ----------      ----------      ----------      ----------
                                     (Unaudited)     (Unaudited)     (Unaudited)     (Unaudited)

  <S>                                <C>             <C>             <C>             <C>
  Net sales                          $ 1,989,340     $ 2,307,581     $ 3,377,582     $ 4,306,421

  Cost of sales                        2,324,659       2,266,287       3,982,695       4,275,039
                                      ----------      ----------      ----------      ----------
  Gross profit (loss)                   (335,319)         41,294        (605,113)         31,382
                                      ----------      ----------      ----------      ----------
  Expenses:
    General and administrative           709,127         587,760       1,209,032       1,078,270
    Depreciation and amortization          7,420          13,391          14,840          18,818
    Loss on disposal of equipment              -             451               -             451
                                      ----------      ----------      ----------      ----------
                                         716,547         601,602       1,223,872       1,097,539
                                      ----------      ----------      ----------      ----------
  Loss from operations                (1,051,866)       (560,308)     (1,828,985)     (1,066,157)
                                      ----------      ----------      ----------      ----------
  Other income (expense):
    Interest expense                    (163,209)       (201,252)       (252,252)       (381,466)
    Miscellaneous income (expense)            75            (388)             75          79,963
                                      ----------      ----------      ----------      ----------
                                        (163,134)       (201,640)       (252,177)       (301,503)
                                      ----------      ----------      ----------      ----------
  Loss before provision
    for income taxes                  (1,215,000)       (761,948)     (2,081,162)     (1,367,660)

  Provision for income taxes                   -               -               -               -
                                      ----------      ----------      ----------      ----------
  Net loss                           $(1,215,000)    $  (761,948)    $(2,081,162)    $(1,367,660)
                                      ----------      ----------      ----------      ----------
  Loss available to common stock     $(1,447,500)    $  (848,948)    $(2,546,162)    $(1,519,460)
                                      ----------      ----------      ----------      ----------
  Loss per share - basic             $     (0.24)    $     (0.14)    $     (0.43)    $     (0.26)
                                      ----------      ----------      ----------      ----------
  Loss per share - diluted           $     (0.24)    $     (0.14)    $     (0.43)    $     (0.26)
                                      ----------      ----------      ----------      ----------


        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

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

                                                             Six          Year Ended
                                                        Months Ended     November 30,
                                                        May 31, 2001         2000
                                                         (Unaudited)
                                                         -----------      -----------
 <S>                                                    <C>              <C>
 Cash flows from operating activities:
 Net loss                                               $ (2,081,162)    $ (2,675,890)
                                                         -----------      -----------
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation and amortization                            265,044          645,486
    Issuance of common stock for services                     85,000                -
    Impairment expense                                             -          536,330
    Gain on sale of securities                                     -          (81,695)
    Changes in operating assets and liabilities:
      (Increase) decrease in  trade accounts receivable       (3,756)          97,368
      Decrease in other receivables                           15,866           92,704
      Increase in inventory                                  (52,612)        (143,657)
      (Increase) decrease in prepaid expenses                  7,002          (27,098)
      (Increase) decrease in other assets                     (2,689)         (21,123)
      Increase (decrease) in accounts payable                 26,443          (65,026)
      Increase in accrued expenses                           327,069           68,946
                                                         -----------      -----------
        Total adjustments                                    667,367        1,102,235
                                                         -----------      -----------
 Net cash used in operating activities                    (1,413,795)      (1,573,655)
                                                         -----------      -----------
 Cash flows from investing activities:
   Acquisition of property and equipment                     (34,812)        (186,547)
   Proceeds from sale of securities                                -          531,695
                                                         -----------      -----------
 Net cash provided by (used in) investing activities         (34,812)         345,148
                                                         -----------      -----------
 Cash flows from financing activities:
   Proceeds from sale of stock                               557,000           25,000
   Return of capital                                        (465,000)        (615,797)
   Proceeds from notes payable and short-term borrowings   3,726,786        8,903,822
   Payments on notes payable and short-term borrowings    (3,577,825)      (9,170,311)
   Proceeds from long-term debt                               30,000        2,097,048
   Payments on long-term debt                                 (2,140)          (5,174)
   Proceeds from line of credit - related party            1,175,197            7,600
   Payments on line of credit - related party               (236,602)               -
   Proceeds from note payable - related party                229,271                -
                                                         -----------      -----------
 Net cash provided by financing activities                 1,436,687        1,242,188
                                                         -----------      -----------
 Increase (decrease) in cash                                 (11,920)          13,681

 Cash, beginning of period                                    13,681                -
                                                         -----------      -----------
 Cash, end of period                                    $      1,761     $     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
                           May 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:


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

              Finished goods    $        -       $         -
              Work in progress     690,557           490,636
              Raw materials        402,154           549,463
                                 ---------        ----------
              Total inventory   $1,092,711       $ 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
 May 31, 2001 and 2000, the weighted average number of shares outstanding was
 5,989,011 and 5,891,865, respectively, for the first half and  6,006,601 and
 5,896,947, respectively, for the second 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 May 31, 2001 and 2000, the weighted average
 number of shares outstanding were 6,518,443 and 5,908,104, respectively, for
 the six months.



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.  (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 May 31, 2001.  It should  be read in conjunction  with
 the Consolidated Financial Statements  and  Notes thereto  appearing in this
 Form 10-QSB for the six months ended May 31, 2001.

 Results of Operations

      Revenue  Sales for the six months ended May 31, 2001 were $3,377,582, a
 decrease  of 21.57%  over  sales  of $4,306,421 for the comparable period in
 2000.  Sales for the quarter ended May 31, 2001 were $1,989,340, a  decrease
 of 13.79% over sales of $2,307,581 for the comparable  period  in 2000.  The
 six months ended May 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  resumed its  growth  during  this quarter  as
 indicated by  the backlog  of unshipped orders.  Backlog of unshipped orders
 at May 31, 2001 was $3,181,613  versus  $2,160,047  at  May 31, 2000,  or an
 increase of 47.29%, indicating a stronger second half for the Company.

      Gross Profit  Cost  in excess of sales for the six months ended May 31,
 2001 was $605,113, versus a gross profit  of $31,382 in the same period last
 year.  For the quarter ended May 31, 2001, the  cost in excess  of sales was
 $335,319 compared to a gross profit of $41,294 for the quarter ended May 31,
 2000.  This  reflects  the  unabsorbed factory  overhead due  to lower sales
 volume.

      Operating  Expenses  For  the  quarter  ended  May 31,  2001  operating
 expenses were $716,547 compared  to $601,602  for  the comparable quarter of
 2000.  For  the  six-month periods, expenses were $1,223,872 and $1,097,539,
 respectively.  These  expenses  should  remain  relatively  constant for the
 remainder of the year.

      Other Income and  Expenses  For  the  May 31, 2001  quarter, net  other
 expense  was  $163,134 compared to $201,640 for the prior year.  For the six
 month periods, net  other  expense was $252,177 for 2001 versus $301,503 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  six  months ended May 31, 2001,
 the Company reported a net loss of $2,081,162, as compared  to  the  loss of
 $1,367,660  reported for the comparable period in 2000.  The Company expects
 to  become profitable  in  the  third  or fourth quarter of this year ending
 November 30, 2001, based upon anticipated increases in sales.

      Cash  resources  of  $1,413,795  were  used  for operations for the six
 months ended May 31, 2001, with investment in property  and  equipment using
 $34,812,  for a total  usage  of  $1,448,607.  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 six months ended May 31, 2001,  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.


                   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: July 16, 2001                      By: /s/ D. Ronald Allen
                                              --------------------------
                                              D. Ronald Allen, President