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

                               Form 10-QSB


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

         For the quarterly period ended February 29, 2004

    [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
         THE SECURITIES EXCHANGE ACT OF 1934

         For the transition period from _______________ to _______________


                       Commission File Number 000-30794

                     INTEGRATED PERFORMANCE SYSTEMS, INC.
      -----------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)


             New York                               11-3042779
    ------------------------            ---------------------------------
    (State of incorporation)            (IRS Employer Identification No.)

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

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


      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 [  ]

      At February 29, 2004 there were 15,557,692 shares of the issuer's
 common shares outstanding.  (1,000,000 common shares currently held by
 subsidiary VoIUM Technologies, LTD are not included in the total.  See
 Part II, Item 5.)

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

<PAGE>

 GENERAL INDEX
                                                                    Page
                                                                   Number
 ----------------------------------------------------------------------------

                              PART I.

                       FINANCIAL INFORMATION


 ITEM 1.   FINANCIAL STATEMENTS..................................     3

 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR
           PLAN OF OPERATION.....................................     8

 ITEM 3.   CONTROLS AND PROCEDURES...............................    10


                              PART II.

                         OTHER INFORMATION


 ITEM 2.   CHANGES IN SECURITIES.................................    11

 ITEM 5.   OTHER INFORMATION.....................................    12

 ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K......................    13

 SIGNATURES......................................................    13

 EXHIBIT INDEX...................................................    14


<PAGE>

                       PART I  -  FINANCIAL INFORMATION


 ITEM 1.   FINANCIAL STATEMENTS


                      Integrated Performance Systems, Inc.
                           Consolidated Balance Sheet

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

                                                    February 29,
                                                        2004
                                                    ------------
 ASSETS                                             (Unaudited)
   Current assets:
   Cash                                            $       6,174
   Restricted cash                                        40,000
   Trade accounts receivable, net                        596,293
   Other receivables                                      11,724
   Inventory                                             473,395
   Prepaid expenses                                       24,591
                                                    ------------
         Total current assets                          1,152,177
                                                    ------------

 Property and equipment, net of depreciation           1,016,404

 Other assets                                             45,415
                                                    ------------
         Total assets                              $   2,213,996
                                                    ============

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Notes payable                                   $   1,712,374
   Current maturities of long-term debt                  570,737
   Payable to shareholder                                792,322
   Accounts payable                                    1,189,035
   Accrued expenses                                    1,345,811
                                                    ------------
     Total current liabilities                         5,610,279
                                                    ------------

 Noncurrent liabilities:
   Long-term debt, net of current maturities             103,941
                                                    ------------
 Stockholders' equity (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; 1,000,000 shares authorized:
     Series A - 12% cumulative dividends;
     10,000 shares authorized, 3,864 issued and
     outstanding; $3,864,000 liquidation value                39
   Series B - convertible 6%; 10,000 shares
     authorized, 923 issued and outstanding;
     $923,000 liquidation value                               10
   Series C - 12% cumulative dividends; 20,000
     shares authorized, 11,671 issued and
     outstanding; $11,671,000 liquidation value              116
   Series D - 4% cumulative dividends; 10,000
     convertible shares authorized, 745 issued
     and outstanding; $1,490,000 liquidation value             7
 Common stock; par value  $0.01; 100,000,000
   shares authorized, 15,557,692 shares issued
   and outstanding                                       155,577
 Additional paid-in capital                           14,543,803
 Accumulated deficit                                 (18,199,776)
                                                    ------------
     Total stockholders' equity (deficit)             (3,500,224)
                                                    ------------
     Total liabilities and stockholders' equity    $   2,213,996
                                                    ============

                 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 29,   February 28,
                                                      2004           2003
                                                  ------------   ------------
                                                  (Unaudited)    (Unaudited)

 Net sales                                       $   1,211,213  $   1,837,528

 Cost of sales                                       1,401,537      1,645,104
                                                  ------------   ------------
 Gross profit (loss)                                  (190,324)       192,424

 General and administrative                            446,906        412,813
 Impairment expense                                    465,000              -
                                                  ------------   ------------
                                                       911,906        412,813
                                                  ------------   ------------

 Loss from operations                               (1,102,230)      (220,389)
                                                  ------------   ------------
 Other expense:
 Interest expense                                      (90,098)      (115,103)
                                                  ------------   ------------
 Net loss                                           (1,192,328)      (335,492)

 Preferred stock dividends                            (484,080)      (487,650)
                                                  ------------   ------------

 Net loss available to common stockholders       $  (1,676,408) $    (823,142)
                                                  ============   ============

 Loss per share - basic and diluted              $       (0.11) $       (0.10)
                                                  ============   ============

 Weigted average shares outstanding                 15,151,233      8,042,947
                                                  ============   ============


                 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 29,   February 28,
                                                      2004           2003
                                                  ------------   ------------
                                                  (Unaudited)    (Unaudited)
 Cash flows from operating activities:
 Net loss                                        $  (1,192,328) $    (335,492)
                                                  ------------   ------------
   Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation and amortization                      91,941         94,300
     Impairment VoIum                                  465,000              -
     Changes in operating assets and liabilities:
       Trade accounts receivable                       180,457        521,377
       Other receivables                                (1,513)      (114,035)
       Inventory                                       (92,537)       172,137
       Prepaid expenses                                  3,631        (10,453)
       Other assets                                      1,670          2,796
       Accounts payable                                102,410        (18,511)
       Accrued expenses                                155,591         11,916
                                                  ------------   ------------
         Total adjustments                             906,650        659,527
                                                  ------------   ------------

 Net cash provided by (used in)
   operating activities                               (285,678)       324,035
                                                  ------------   ------------
 Cash flows from investing activities:
   Capital expenditures                                (37,492)             -
                                                  ------------   ------------
 Cash flows from financing activities:
   Proceeds from sale of stock                         195,000        155,000
   Return of capital                                         -        (99,815)
   Net proceeds (payments) from short-term
     borrowings, line-of-credit and note payable       (26,333)      (374,020)
   Payments on long-term debt                          (22,551)       (23,380)
   Capital contribution                                232,588              -
   Advances from shareholder, net                      (87,166)         8,987
                                                  ------------   ------------
 Net cash provided by financing activities             291,538       (333,228)
                                                  ------------   ------------
 Decrease in cash                                      (31,632)        (9,193)

 Cash, beginning of period                              37,806          9,257
                                                  ------------   ------------
 Cash, end of period                             $       6,174  $          64
                                                  ============   ============

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

<PAGE>

                     Integrated Performance Systems, Inc.
                  Notes to Consolidated Financial Statements
                              February 29, 2004
                                 (Unaudited)


 NOTE 1 - 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 IPS' Report 10KSB  filed April 19, 2004.
 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  three months  ended February  29,  2004, IPS  converted  accrued
 dividends totaling  approximately  $480,000  into 474  shares  of  preferred
 stock.


 CONTINUED OPERATIONS

 IPS  has  continued   to  experience  significant   losses  and  cash   flow
 difficulties and there  is doubt about  its ability to  continue as a  going
 concern.  Management continues  to  look  for  ways to  improve  operational
 performance and is actively seeking additional sources of capital.


 NOTE 2 - COMMON STOCK

 During the three months ended February 29, 2004, IPS sold 462,773 shares  of
 common stock pursuant to  Regulation S for  gross proceeds of  approximately
 $667,000 of which IPS received $240,000 and brokers in the United States and
 overseas received approximately $427,000 as commissions on the sales.


 NOTE 3 - INVESTMENT IN VOIUM TECHNOLOGIES, LTD

 IPS accounted for the investment in VoIUM Technologies, LTD under the equity
 method.  VoIUM has minimal operations, minimal  assets and in the process of
 completing their business  plan; however,  due to  the lack  of progress  in
 completing their  business plan,  IPS determined  the expected  future  cash
 flows were less than the carrying value of VoIUM and recognized a  full non-
 cash impairment of the asset value at November 30, 2003.

 During the three months  ended February 29, 2004,  IPS issued an  additional
 310,000 shares of common stock  to VoIum which were  sold by VoIum to  raise
 working capital.  The  310,000 shares  were  valued using the stock price on
 the date issued and resulted in an  additional investment of $465,000.  This
 investment was impaired during the three months ended February 29, 2004.

 On February 27, 2004, IPS agreed  to contribute IPS' 48% ownership  interest
 in VoIUM to a newly formed entity, China Voice Corp ("China Voice").  Shares
 of China  Voice  will  then  be distributed  to  IPS  common  and  preferred
 shareholders in a spin off.


 NOTE 4 - RELATED PARTY TRANSACTIONS

 On December  1,  2003, IPS  issued  a  $3,248,000 promissory  note  for  the
 purchase of 100%  of the stock  of Power Development,  Inc. ("PDI"), a  real
 estate management company, whose sole assets were as follows:

   *  50% interest in the proceeds from the sale of a tract land in Fort
      Worth which is owned by the president of IPS (Tract A).

   *  100% interest in the proceeds from the sale of two tracts of land
      located in Fort Worth, Texas which are owned by the president of IPS
      (Tracts B & C).

 While PDI was a subsidiary of IPS, it sold tract A on December 16, 2003  and
 PDI received net proceeds totaling approximately $232,000. The cash proceeds
 were used to pay expenses of IPS or were transferred to IPS.  In April 2004,
 IPS sold PDI to a related party resulting in no gain or loss.  Because title
 to  the  land  did  not  transfer  to  IPS  and  PDI was  subsequently sold,
 the $232,000  cash received  was  recorded as  contributed  capital  in  the
 accompanying financial statements.


 NOTE 5 - SUBSEQUENT EVENT

 Subsequent to February 29, 2004,  IPS sold  approximately 301,000 shares  of
 common stock pursuant to  Regulation S for  gross proceeds of  approximately
 $469,000 of which IPS received $168,750 and brokers in the United States and
 overseas received approximately $300,000 as commissions on the sales.

<PAGE>

 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR
           PLAN OF OPERATION

                          Forward Looking Statements

      This report may contain "Forward Looking Statements," which are our
 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 our sources
 of cash to finance current and future operations.  When used in this
 report, the words "plans," "believes," "expects," "projects," "targets,"
 "anticipates," "estimates" and similar expressions are intended to identify
 forward-looking statements.  Factors which could cause actual results to
 materially differ from our expectations include the following:  general
 economic conditions and growth in the high tech industry; competitive
 factors and pricing pressures; changes in product mix; the timely
 development and acceptance of new products; and the risks described
 from time to time in our other filings with the Securities and Exchange
 Commission.  These forward-looking statements speak only as of the date of
 this report.  We expressly disclaim any obligation or undertaking to release
 publicly any updates or change in our 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

      We are a contract manufacturer of quality, high performance circuit
 boards and our principal office is located in Frisco, Texas, just north of
 Dallas.  Our 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 our financial condition and results of operations for the
 fiscal quarter ended February 29, 2004.  It should be read in conjunction
 with the Consolidated Financial Statements and Notes thereto appearing in
 our Annual Report on Form 10-KSB for fiscal year ended November 30, 2003.

                            Results of Operations

      Revenues.  Sales for the quarter ended February 29, 2004 were
 $1,211,213, a decrease of 34% from sales of $1,837,528 for the comparable
 period in 2003.  The decrease in sales for the quarter can be attributed to
 revenues totaling approximately $800,000 from one of our largest customers
 for product shipped during the first quarter of 2003.  We did not receive
 a comparable order in 2004.  We believe that demand for our 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 loss for the quarter ended February 29,
 2004 was $190,324, versus a gross profit of $192,424 in the same quarter of
 2003.  The decrease in gross profit is attributable to the sale of higher
 margin products during the first quarter 2003 versus 2004, and is related
 to the large order from one of our largest customers for product shipped
 during the first quarter of 2003.  This order resulted in gross profit of
 approximately $370,000 during the first quarter 2003 and we did not receive
 a comparable order in 2004.

      Operating Expenses.  For the quarter ended February 29, 2004, operating
 expenses were $911,906 compared to $412,813 for the comparable quarter of
 2003.  The increase in expense is attributable primarily to an impairment
 expense relating to an additional write-off of a non-consolidating
 subsidiary.

      Other Income and Expenses.  For the quarter ended February 29, 2004,
 net other expense was $90,098 compared to $115,103 for the same period of
 the prior year.  These amounts reflect changes in debt levels and other
 miscellaneous and expense items during the respective periods.

                         Liquidity and Cash Resources

      Net Loss.  For the quarter ended February 29, 2004, we report a net
 loss of $1,676,408, as compared to a net loss of $823,142 for the same
 period in 2003.  The increase in net loss is primarily the result of
 increases in operating expense and a reduction in orders as discussed
 above.

      Cash Flows from Operations.  Cash decreased by $31,632 and $9,193
 in the first quarter ended February 29, 2004 and February 28, 2003,
 respectively.  Cash resources of $285,678 were used in operations during the
 first quarter of 2004 as compared to $324,035 being provided by operations
 in the same period in 2003.

      Cash Flows from Investing Activities.  Cash used in investing
 activities was $37,492 and $0 during the first quarter of 2004 and 2003,
 respectively.

      Cash Flows from Financing Activities.  Cash provided by financing
 activities was $291,538 during the first quarter of 2004, compared to cash
 used in financing activities of $333,228 during the same period in 2003.
 Our principal sources of cash during the first quarter of 2004 consisted of
 proceeds from the offshore sale of common stock and funding by the majority
 stockholder.

 Going Concern

      Although we continue to incur significant losses from operations, we
 believe that we will be able to generate sufficient cash to support our
 operations for at least the next twelve months.  Our plan for reaching
 profitability generally includes continuing to generate revenue from ongoing
 operations, coupled with a reduction of general and administrative expenses.
 We continue to seek joint venture arrangements to help reduce our overhead.
 We also plan to implement additional employee and operational efficiencies
 to further reduce our fixed overhead.

      However, if we are unable to achieve a positive cash flow from the
 foregoing, additional financing or equity placements may be necessary to
 supplement our cash requirements.  Although we believe that sufficient
 financial resources are available, such resources may not continue to be
 available to us or may not be available upon favorable terms.

                         Critical Accounting Policies

      The preparation of financial statements in conformity with accounting
 principles generally accepted in the United States of America (U.S. 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 products are shipped.
  At that time an agreement is in place, price is fixed, title for product
 passes to the customer, and collectibility is reasonably assured.

      Allowance for Doubtful Accounts.  Provisions for 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 primarily 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.


 ITEM 3.   CONTROLS AND PROCEDURES

      Our Chief Executive Officer has reviewed and evaluated the
 effectiveness of our disclosure controls and procedures (as defined in
 Exchange Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period
 covered by this report.  Based on that evaluation, the Chief Executive
 Officer has concluded that our current disclosure controls and procedures
 provide him with reasonable assurance that they are effective to provide him
 with timely material information relating to us required to be disclosed in
 the reports we file or submit under the Exchange Act.


                         PART II - OTHER INFORMATION

 ITEM 2.   CHANGES IN SECURITIES

      Issuances of equity securities during the fiscal quarter ended February
 29, 2004 that were not registered under the Securities Act of 1933 consisted
 of the following:

      During the period we issued to various offshore investors pursuant to
 Regulation S an aggregate of 462,773 shares of our Common Stock for gross
 proceeds of approximately $667,000 of which we received $240,000 and brokers
 in the United States and overseas received approximately $427,000 as
 commissions.

      During the period we issued 310,000 shares of our Common Stock to our
 subsidiary, VoIUM Technologies, LTD, which sold the shares to raise working
 capital of approximately $465,000.

      During the period we issued an aggregate of 131 shares of our Series A
 Nonconvertible Preferred Stock to entities over which our Chief Executive
 Officer exercises voting control.  The stock was issued for accrued
 dividends on preferred stock and was valued at $131,000.

      During the period we issued an aggregate of 14 shares of our Series B
 Convertible Preferred Stock.  The stock was issued to the holders of Series
 B for accrued dividends on preferred stock and was valued at $14,000.

      During the period we issued an aggregate of 329 shares of our Series C
 Nonconvertible Preferred Stock to entities over which our Chief Executive
 Officer exercises voting control.  The stock was issued for accrued
 dividends on preferred stock and was valued at $329,000.

      The foregoing issuances were made pursuant to the exemption from
 registration provided by Rule 506 of Regulation D, Rule 903 of Regulation S
 and/or Section 4(2) of the Securities Act of 1933, in that (a) the investor
 or its purchaser representative is reasonably believed to have such
 knowledge and experience in financial and business matters that it is
 capable of evaluating the merits and risks of the investment, (b) the
 investor or its purchaser representative were provided with required
 information and an opportunity to obtain additional information a reasonable
 period of time prior to the transaction, (c) the investor or its purchaser
 representative were advised of the limitations on resale of the Common
 Stock, (d) the investor represented its intention to acquire the securities
 for investment only and not with view to or for sale in connection with
 any distribution thereof, (e) the offer or sale was made in an offshore
 transaction, (f) no directed selling efforts were made in the United States
 by the issuer, a distributor, any of their respective affiliates, or any
 person acting on behalf of any of the foregoing, (g) offering restrictions
 were implemented, and/or (h) appropriate legends were affixed to the
 instruments issued in the transactions.


 ITEM 5.   OTHER INFORMATION

 Power Development, Inc.

      On December 1, 2003, we issued a $3,248,000 promissory note for the
 purchase of 100% of the stock of Power Development, Inc. ("PDI"), a real
 estate management company, whose sole assets consisted of (a) 50% interest
 in the proceeds from the sale of a tract land in Fort Worth owned by our
 Chief Executive Officer (Tract A), and (b) 100% interest in the proceeds
 from the sale of two tracts of land located in Fort Worth, Texas owned by
 our Chief Executive Officer (Tracts B & C).

      PDI sold tract A on December 16, 2003 and received net proceeds
 totaling approximately $232,000.  In April 2004, we sold PDI to a related
 party resulting in no gain or loss.  Because we did not receive title to the
 land in the transaction and because PDI was subsequently sold, the $232,000
 cash received during the period ended February 29, 2004 was recorded as a
 capital contribution in our financial statements.

 VoIUM Technologies, LTD

      We previously on March 31, 2003 acquired 48% of VoIUM Technologies,
 LTD ("VoIUM"), a Cayman Islands corporation.  In consideration, we issued
 700,000 shares of our Common Stock to the VoIUM shareholders, 82,500 shares
 of Common Stock to creditors of VoIUM and converted a $115,000 receivable
 from VoIUM into an investment in the entity.

      We also issued to VoIUM, in connection with the acquisition, 1,000,000
 shares of our Common Stock to be sold outside the United Sates under SEC
 Regulation S to raise working capital for VoIUM.  Although additional shares
 of Common Stock have been issued to VoIUM from time to time and have been
 sold by VoIUM to meet its working capital needs, none of the 1,000,000
 shares originally issued to VoIUM have been sold.  These shares are
 therefore not included in the total number of shares of our Common Stock
 reported as currently issued and outstanding.

      Due to minimal operations, minimal assets and lack of progress in
 completing their business plan, we determined the expected future cash flows
 of VoIUM were less than its carrying value and recognized a full non-cash
 impairment of its asset value at November 30, 2003.

      During the three months ended February 29, 2004, we issued an
 additional 310,000 shares of our Common Stock to VoIUM, which VoIUM sold
 during the period to raise working capital.  The shares were valued at our
 stock price on the date issued and resulted in an additional investment into
 VoIUM of $465,000.  This investment was impaired during the three months
 ended February 29, 2004.

      As of February 27, 2004, we agreed to contribute our 48% ownership
 interest in VoIUM to a newly formed entity, China Voice Corp ("China
 Voice").  Under the agreement, shares of China Voice would eventually be
 distributed to our common and preferred shareholders in a spin off.  This
 transaction has not yet been consummated.


 ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

      (a)  Exhibits:

           Reference is made to the Exhibit Index located on page 14 of this
           Form 10-QSB for a list of all exhibits filed with and incorporated
           by reference in this report.

      (b)  Reports on Form 8-K:

           During the three months ended February 29, 2004 the Company filed
           no Current Reports on Form 8-K.


                                  SIGNATURES

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

                          INTEGRATED PERFORMANCE SYSTEMS, INC.


                          By: /s/  D. RONALD ALLEN
                          --------------------------
                                   D. Ronald Allen
                                   Chief Executive Officer
                                   and Principal Financial Officer

 May 12, 2004

<PAGE>

                                EXHIBIT INDEX

 Exhibit
 Number                     Description of Exhibit
 ------                     ----------------------
 2.4 *     Agreement dated as of February 27, 2004 between the Company,
           Hughes Corporation, Nations Corp Limited, Nations Investment Corp,
           China Voice Corp and VoIUM Technologies Ltd concerning the spinoff
           of VoIUM Technologies Ltd.

 31 **     Certification of Chief Executive Officer and Principal Financial
           Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities
           and Exchange Act of 1934, as adopted pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002.

 32 **     Certification of Chief Executive Officer and Principal Financial
           Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
           Section 906 of the Sarbanes-Oxley Act of 2002.

      *    Exhibit incorporated by reference to the Company's Annual Report
           on Form 10-KSB for the fiscal year ended November 30, 2003, filed
           on April 19, 2004.

      **   Filed herewith.