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 October 31, 2005


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

         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)          (I.R.S. Employer Identification No.)

     901 Hensley Lane   Wylie, Texas                      75098
 ----------------------------------------               ----------
 (Address of principal executive offices)               (Zip Code)

                  Issuer's telephone number: (214) 291-1427

      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 [ ]

      Check whether the issuer is a  shell company (as defined in Rule  12b-2
 of the Exchange Act). Yes [ ] No [X]

      At January 9, 2006 there were 61,152,194 shares of the issuer's  common
 shares outstanding.

 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.....................................    13

 ITEM 3.   CONTROLS AND PROCEDURES...............................    16


                         PART II - OTHER INFORMATION

 ITEM 1.   LEGAL PROCEEDINGS.....................................    16

 ITEM 5.   OTHER INFORMATION.....................................    17

 ITEM 6.   EXHIBITS..............................................    17

 SIGNATURES......................................................    19

<PAGE>


            INTEGRATED PERFORMANCE SYSTEMS, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheet
                                 (Unaudited)

                                                              October 31,
                                                                 2005
                                                             ------------
         ASSETS

 Current assets:
   Cash                                                     $   1,019,258
   Trade accounts receivable, net of allowance
     for doubtful accounts of $38,041                           4,226,040
   Prepaid expenses and other                                     107,055
   Inventory                                                    2,185,980
   Deferred income tax asset                                      115,917
   Income tax receivable                                          183,590
                                                             ------------
         Total current assets                                   7,837,840
                                                             ------------

 Property and equipment, net                                    1,825,041

 Other assets:
   Goodwill                                                     8,282,009
   Customer base, net                                           3,839,513
                                                             ------------
                                                               12,121,522
                                                             ------------
         Total assets                                       $  21,784,403
                                                             ============

         LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
   Accounts payable                                         $   2,509,676
   Accrued expenses (including $312,667 interest
     to related party)                                          1,380,307
   Line of credit                                               1,205,560
   Notes payable, current portion                                 258,609
                                                             ------------
         Total current liabilities                              5,354,152
                                                             ------------

 Noncurrent liabilities:
   Long-term debt, net of current maturities                       13,795
   Note payable to related party                                4,200,000
   Deferred income tax liability                                1,670,216
                                                             ------------
       Total long-term liabilities                              5,884,011
                                                             ------------

 Stockholders' equity:
   Preferred stock; par value $0.01; 10,000,000
     shares authorized
     Series F Convertible; 300,000 shares authorized,
     193,829 shares issued and outstanding                          1,938
   Common stock; par value  $0.01; 100,000,000 shares
     authorized; 61,152,194 shares issued and outstanding         611,522
   Additional paid-in capital                                  17,839,618
   Retained earnings                                           (7,906,838)
                                                             ------------
         Total stockholders' equity                            10,546,240
                                                             ------------
         Total liabilities and stockholders' equity         $  21,784,403
                                                             ============

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

<PAGE>

             INTEGRATED PERFORMANCE SYSTEMS, INC. AND SUBSIDIARIES
                Condensed Consolidated Statements of Operations
                                  (Unaudited)

                                                       Three Months Ended
                                                          October 31,
                                                  ---------------------------
                                                      2005           2004
                                                  ------------   ------------
 Net sales                                       $   8,048,547  $   6,752,287

 Cost of sales                                       6,312,438      5,709,078
                                                  ------------   ------------
 Gross profit                                        1,736,109      1,043,209
                                                  ------------   ------------

 Expenses:
   Selling, general and administrative expenses      1,162,058        797,049
   Amortization of customer base                       135,512              -
                                                  ------------   ------------
                                                     1,297,570        797,049
                                                  ------------   ------------
 Income from operations                                438,539        246,160

 Other income (expense), net                           (92,146)        (2,903)
                                                  ------------   ------------
 Income before provision
   for income taxes                                    346,393        243,257

 Provision for income taxes                           (130,074)       (92,636)
                                                  ------------   ------------
 Net income                                      $     216,319  $     150,621
                                                  ============   ============

 Net income per share
   Basic                                         $        0.00  $           -
                                                  ============   ============
   Diluted                                       $        0.00  $        0.00
                                                  ============   ============

 Weighted average common shares outstanding
   Basic                                            61,152,194              -
                                                  ============   ============
   Diluted                                         254,981,194    193,829,000
                                                  ============   ============

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

<PAGE>

            INTEGRATED PERFORMANCE SYSTEMS, INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)

                                                       Three Months Ended
                                                          October 31,
                                                  ---------------------------
                                                      2005           2004
                                                  ------------   ------------
 Cash flows from operating activities:
 Net income                                      $     216,319  $     150,621
   Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                     283,299        185,753
     Deferred tax expense                              130,074         92,636
     Increase in cash surrender value
       of officers life insurance                            -        (14,233)
     Changes in operating assets and liabilities:
       Trade accounts receivable                      (101,939)      (706,485)
       Inventory                                      (105,550)        79,553
       Prepaid expenses and other                      (10,753)          (923)
       Income tax receivable                           548,428              -
       Accounts payable                                 (6,449)       383,198
       Accrued expenses                                151,029        178,907
                                                  ------------   ------------
    Net cash provided by operating activities        1,104,458        349,027
                                                  ------------   ------------


 Cash flows from investing activities:
   Merger costs                                              -       (148,869)
   Advances to Integrated Performance Systems,
     Inc., from Best Circuit Boards, Inc.                    -       (100,000)
   Acquisition of property and equipment               (50,832)       (41,018)
                                                  ------------   ------------
     Net cash used in investing activities             (50,832)      (289,887)
                                                  ------------   ------------
 Cash flows from financing activities:
   Net borrowings (payments) on line of credit        (250,000)       100,000
   Payments on long-term debt                          (57,234)      (105,882)
   Collections on advances to related parties                -         37,972
                                                  ------------   ------------
   Net cash provided by (used in) financing
     activities                                       (307,234)        32,090
                                                  ------------   ------------
 Net increase in cash                                  746,392         91,230

 Cash, beginning of period                             272,866        218,000
                                                  ------------   ------------
 Cash, end of period                             $   1,019,258  $     309,230
                                                  ============   ============

 Supplementary disclosure of cash flow information:
  Interest paid                                     $   24,867  $      17,231
                                                  ============   ============
  Income taxes paid (refunded)                      $(548,428)  $           -
                                                  ============   ============


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

<PAGE>

                     Integrated Performance Systems, Inc.
         Notes to Interim Condensed Consolidated Financial Statements
                               October 31, 2005
                                 (Unaudited)

 NOTE 1 - BASIS OF PRESENTATION

 UNAUDITED FINANCIAL INFORMATION

 The unaudited condensed consolidated financial statements have been prepared
 by Integrated Performance Systems, Inc. and its subsidiaries (the  "Company"
 or "IPS"),  pursuant to  the rules  and regulations  of the  Securities  and
 Exchange  Commission  and  reflect  all  adjustments  consisting  of  normal
 recurring entries, which, in  the opinion of the  Company, are necessary  to
 present fairly the results for the  interim periods.  Results of  operations
 for the periods presented are not  necessarily indicative of the results  to
 be expected for the year ending July 31, 2006.

 These financial statements should be read in conjunction with the  financial
 statements and notes  thereto contained in  the Company's  annual report  on
 Form 10-KSB for the year ended July 31, 2005, filed on January 5, 2006.


 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 Inventory
 ---------

 Inventory consists of finished goods, work in process and raw materials  and
 is  priced  at  lower  of  cost  or  market  (determined product  by product
 based on  management's knowledge of current market conditions  and  existing
 sales  levels).  Cost of raw materials  is  determined on a weighted average
 basis;  cost  of work  in  process  and finished  goods is  determined using
 specific identification.  A valuation  allowance is established and adjusted
 periodically to provide for estimated obsolescence  based upon the aging  of
 inventory and market  trends.  At October 31, 2005,  inventory  consisted of
 $953,493 in raw  materials, $769,997  in work  in process,  and $490,490  in
 finished goods, less a valuation allowance of $28,000.

 In November 2004  the Financial Accounting  Standards Board ("FASB")  issued
 Statement of  Financial Accounting  Standards No. 151, "Inventory Costs - an
 amendment of ARB  No. 43,  Chapter 4"  ("SFAS  151").  SFAS  151 amends  the
 guidance in  ARB No.  43, Chapter  4, "Inventory  Pricing," to  clarify  the
 accounting for abnormal amounts of idle facility expense, freight,  handling
 costs and wasted material (spoilage).  Among other provisions, the new  rule
 requires that  items  such as  idle  facility expense,  excessive  spoilage,
 double freight and rehandling costs be recognized as current-period  charges
 regardless of whether they meet the criterion of "so abnormal" as stated  in
 ARB No. 43.  Additionally,  SFAS 151 requires  that the allocation of  fixed
 production overheads  to the  costs of  conversion be  based on  the  normal
 capacity of the  production facilities.   SFAS 151 is  effective for  fiscal
 years beginning after June 15, 2005. Effective for the quarter ended October
 31, 2005, the Company adopted SFAS 151. The adoption did not have a material
 impact on  the Company's  consolidated financial  condition and  results  of
 operations.

 Revenue Recognition
 -------------------

 The Company generates revenue from custom built printed circuit boards, made
 to order using engineering and designs provided by the customer.  All orders
 are manufactured  to  specific industry  standards.  The Company  recognizes
 revenues when persuasive evidence of a  sales arrangement exists, the  sales
 terms are fixed and determinable,  title and risk of loss have  transferred,
 and collectibility  is  reasonably  assured,  generally  when  products  are
 shipped to the customer.

 The Company does not give rebates to any of its customers.  The Company does
 not have customer acceptance provisions; the Company does, however,  provide
 customers a limited  right of return  for defective  products.  Because  all
 orders are manufactured to specific  industry standard and are  electrically
 tested to insure compliance with such  standards prior to shipment,  returns
 have  historically  been  minimal  and  the  amount  of  returns  has   been
 immaterial.

 Reclassification
 ----------------

 Certain amounts  in 2004  have  been reclassified  to  conform to  the  2005
 presentation.


 Stock Based Employee Compensation
 ---------------------------------

 The  Company  accounts  for  employee  stock  options  in  accordance   with
 Accounting  Principles Board Opinion No. 25, "Accounting  for  Stock  Issued
 to  Employees"   ("APB  25")  and  Financial   Accounting   Standards  Board
 Interpretation No. 44, "Accounting for Certain Transactions Involving  Stock
 Compensation - an interpretation of APB  Opinion No. 25."  Under APB 25, the
 Company recognizes no compensation expense  related to employee or  director
 stock options when options are granted with exercise prices at, or in excess
 of, the fair value of the stock on the date of grant.

 The Company  has  adopted the  disclosure-only  provisions of  Statement  of
 Financial  Accounting  Standards  No.  123,   "Accounting  for   Stock-Based
 Compensation" ("SFAS 123") and  Statement of Financial Accounting  Standards
 No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure-
 an amendment of FASB Statement No. 123".  Under the provisions of SFAS  123,
 compensation expense is recognized based on the fair value of options on the
 grant date.

 During the three months ended October 31, 2005 and 2004, the Company did not
 recognize any  compensation  expense  under APB  25,  nor  did  the  Company
 recognize any compensation expense  under the disclosure-only provisions  of
 SFAS 123.

 Earnings Per Share
 ------------------

 Basic earnings per share  is computed using the  weighted average number  of
 common shares outstanding during the period.  Diluted earnings per share  is
 computed using  the weighted  average number  of  common and,  if  dilutive,
 potential common shares  outstanding during  the period.   Potential  common
 shares consist of the incremental common  shares issuable upon the  exercise
 of stock options and the conversion  of the Company's convertible  preferred
 stock and notes payable.

 The following table  sets forth  the computation  of basic  and diluted  net
 income per share:

                                                  For the Three Months Ended
                                                          October 31,
                                                  ---------------------------
                                                      2005           2004
                                                  ------------   ------------
 Numerator
   Numerator for basic earnings per share -      $     216,319  $     150,621
    net income
 Effect of dilutive securities
   No effect on net income                                   -              -
                                                  ------------   ------------
 Numerator for diluted earnings per share        $     216,319  $     150,621
                                                  ============   ============

 Denominator
   Denominator for basic earnings per share         61,152,194              -
 Effect of dilutive securities
   Convertible preferred stock                     193,829,000    193,829,000
                                                  ------------   ------------
 Denominator for diluted earnings per share        254,981,194    193,829,000
                                                  ============   ============

 Basic earnings per share                        $        0.00  $           -
                                                  ============   ============

 Diluted earnings per share                      $        0.00  $        0.00
                                                  ============   ============

 Common shares  issuable  upon conversion  of  convertible notes  payable  to
 related parties were excluded from the  calculation of diluted earnings  per
 share because the  effect of the  conversion is antidilutive.   Warrants  to
 purchase a total of  531,667 shares of common  stock were excluded from  the
 calculation of diluted earnings per share  because the exercise prices  were
 greater than the average market prices and the effect would be antidilutive.
 Options to purchase 40,000,000 shares of common stock were not considered as
 potentially dilutive securities because  no new shares  will be issued  upon
 exercise of the options.  Also see Note 11.

 The Company currently does not have a sufficient number of authorized shares
 of common  stock to  allow for  the  conversion of  all of  its  outstanding
 convertible securities.

 Recent Accounting Pronouncements
 --------------------------------

 In December 2004 FASB issued Statement of Financial Accounting Standards No.
 123 (revised  2004), "Share-Based  Payment" ("SFAS  123(R)") which  requires
 companies to  recognize  in  the statement  of  operations  all  share-based
 payments to employees, including grants of  employee stock options based  on
 their fair  values.   Accounting for  share-based compensation  transactions
 using the intrinsic  method supplemented by  pro forma  disclosures will  no
 longer be permissible.   In April 2005  the SEC  issued a  ruling that  SFAS
 123(R)is now effective for annual, rather  than interim, periods that  begin
 for small pubic  entities after December 15, 2005.  The Company has not  yet
 completed its analysis of the impact of adopting SFAS 123(R).


 NOTE 3 - CONCENTRATIONS OF RISK

 At October 31, 2005, four customers  accounted for approximately 42% of  the
 total accounts receivable.  For the three months ended October 31, 2005  and
 2004 respectively, these customers accounted  for  approximately 54% and 50%
 of net sales.


 NOTE 4 - MERGER

 On November 24, 2004  a wholly owned subsidiary  of the Company merged  with
 Best Circuit Boards, Inc., d/b/a Lone Star Circuits ("Lone Star Circuits" or
 "LSC"), and  LSC became  a wholly  owned subsidiary  of the  Company.   Brad
 Jacoby ("Jacoby"),  the  beneficial owner  of  LSC, acquired  a  controlling
 interest in the Company. The transaction has been accounted for as a reverse
 merger (the transaction being  referred to in this  quarterly report as  the
 "Merger").  This means the  Merger has been treated  as if LSC acquired  the
 Company and, consequently, the historical financial statements of LSC became
 the  historical  financial  statements  of  the  Company  for  all   periods
 presented.


 NOTE 5 - INCOME TAXES

 The income tax  provision for the  three months ended  October 31, 2005  and
 2004 consists of the following:

                                                        2005          2004
                                                     ----------    ----------
 Current expense                                    $         -   $         -
 Deferred expense                                       130,074        92,636
                                                     ----------    ----------
                                                    $   130,074   $    92,636
                                                     ==========    ==========

 Significant temporary differences  used in the  computation of deferred  tax
 assets and liabilities at October 31, 2005 are as follows:


 Deferred tax assets, current
   Allowance for bad debts                          $    14,064
   Accrued vacation                                      91,501
   Inventory reserves                                    10,352
                                                     ----------
                                                    $   115,917
                                                     ==========

 Deferred tax assets (liabilities), non-current
   Depreciation of property and equipment          $   (250,748)
   Net operating loss carry forwards                  2,964,656
   Valuation allowance                               (2,964,656)
   Customer base                                     (1,419,468)
                                                     ----------
                                                    $(1,670,216)
                                                     ==========

 In assessing the  realization of deferred  tax assets, management  considers
 whether it is  more likely than  not that some  or all  of  the deferred tax
 assets will  not be  realized.  The ultimate  realization  of  deferred  tax
 assets is dependent upon the existence of, or generation of, taxable  income
 in  the  periods  in  which  those  temporary  differences  are  deductible.
 Management considers  the scheduled  reversal of  deferred tax  liabilities,
 projected future taxable income and tax  planning strategies in making  this
 assessment.  Based upon historical taxable income and projections of  future
 taxable income  over  the periods  in  which  the deferred  tax  assets  are
 deductible, management does  not believe that  further valuation  allowances
 are necessary as of October 31, 2005.

 At October 31, 2005, the Company  had tax net operating loss carry  forwards
 ("NOLs") of approximately  $8,017,518 that  begin to  expire in  2018.   The
 utilization of these NOLs  is limited due  to the change  in ownership of  a
 majority of the outstanding shares of  the Company. During the three  months
 ended  October 31,  2005,  the  Company  utilized  NOLs  totaling  $453,030,
 resulting in  a  decrease  in  the valuation  allowance  in  the  amount  of
 $166,906.   The decrease  to  the valuation  allowance  was recorded  as  an
 adjustment  to  goodwill  as  the  allowance  was  originally  recorded   in
 connection with the Merger.


 NOTE 6 - LINE OF CREDIT

 The Company has a $2 million line  of credit agreement ("LOC") with a  bank,
 which is due on demand,  bears interest at the  bank's prime rate (6.75%  at
 October 31, 2005)  and  matures  October 31, 2006.  The  LOC  is subject  to
 certain financial  and other  covenants, is  collateralized  by all  of  the
 Company's accounts receivable and inventory, and is guaranteed by Jacoby.

 On October 28, 2005, the Company entered into a credit facility with a  bank
 for a $2,250,000  five-year term  loan (the "Term  Loan") (also  see Note  7
 below). The  security arrangement  for the  Term Loan  was also  written  to
 encompass  the  LOC.  Under  the terms  of the security agreement  the  Term
 Loan  is  collateralized  by all  the  Company's  equipment  and the  LOC is
 collateralized by the Company's inventory and accounts receivable. Both  the
 Term Loan and the LOC are subject to certain financial and other  covenants.
 An event of default under the  security agreement will trigger a  $2,000,000
 personal guarantee of Jacoby.  The  Company received the cash proceeds  from
 the Term Loan  on November  4, 2005.  The proceeds  were used  pay down  the
 outstanding balance on the LOC and, coupled with the LOC, will fund  working
 capital.

 At October 31, 2005,  $1,205,560  was  outstanding under  the LOC,  and  the
 Company was in compliance with all its covenants.


 NOTE 7 - NOTES PAYABLE

 Long-term debt consists of the following at October 31, 2005:

 Note payable to financial institution payable in monthly
 installments of $7,035 including interest at 6.75%,
 matures March 31, 2006, collateralized by equipment              $   34,589

 Note payable to financial institution payable in monthly
 installments of $3,296 including interest at 5.75%,
 matures September 30, 2006, collateralized by equipment               3,280

 Note payable to individual A, accruing interest at
 24%, unsecured, in default as of June 20, 2004                      117,858

 Note payable to individual B, accruing interest at
 24%, unsecured, in default as of August 4, 2004                      50,000

 Note payable to individual C, accruing interest at
 24%, unsecured, in default as of April 15, 2005                      45,000

 Other                                                                21,677
                                                                   ---------
                                                                     272,404
      Less current maturities of long-term debt                     (258,609)
                                                                   ---------
      Total long-term debt, less current maturities               $   13,795
                                                                   =========

 On October 28, 2005, the Company entered into a credit facility with a  bank
 for a $2,250,000 five-year term loan (the "Term Loan"). The Term Loan  bears
 interest at  LIBOR  + 2.15%,  provides  for monthly  principal  payments  of
 $37,500  plus  accrued  interest, and  matures  on  October 31,  2010.   The
 security  arrangement  for  the  Term Loan  was  also  written  to encompass
 the LOC.  Under  the  terms  of the  security  agreement  the Term  Loan  is
 collateralized by all the Company's equipment and the LOC is  collateralized
 by the Company's inventory and accounts receivable.  Both the Term Loan  and
 the LOC are subject to certain financial  and other covenants.  An event  of
 default under  the security  agreement will  trigger a  $2,000,000  personal
 guarantee of Jacoby.  The Company received the cash  proceeds from the  Term
 Loan on November 4, 2005.  The proceeds were  used pay down the  outstanding
 balance on the LOC and, coupled with the LOC, will fund working capital.

 On November 18, 2005,  the Company settled the notes payable to  individuals
 A, B and C for a total of $235,000 including all accrued interest.


 NOTE 8 - NOTES PAYABLE TO RELATED PARTY

 On November 24, 2004, the Company issued convertible promissory notes in the
 principal amounts of $1 million and $3.2 million (collectively, the "Notes")
 to Jacoby in conjunction with the Merger.  The Notes bore interest at 8% and
 were convertible into  common stock  at any time  at a  conversion price  of
 $0.15 per share.  Interest on the $1 million note was payable semi-annually,
 and the principal balance was due November  30, 2007.  Interest on the  $3.2
 million notes  was payable  monthly, and  the principal  was originally  due
 February 28, 2005,  and later extended  to July 31, 2005.   The  Notes  were
 secured by all assets of  the Company and LSC,  by the outstanding stock  of
 LSC and by  the  Company  common stock owned  by D. Ronald Allen  ("Allen"),
 former chief executive officer, controlling shareholder and director of  the
 Company.  On October 28, 2005,  both the Notes were refinanced and  combined
 into a single note  (the "New Note"), bearing  interest at 8% payable  semi-
 annually,  with  the principal  due September  30,  2008.  The New  Note  is
 convertible under  the same  terms and  secured by  the same  assets as  the
 Notes.


 NOTE 9 - RELATED PARTY TRANSACTIONS AND GUARANTEES

 The Company leases both of its operating facilities from JACCO  Investments,
 Inc. ("JACCO") an entity majority owned by Mr. Jacoby and his wife.  For the
 quarters ended October 31, 2005 and 2004, the Company incurred lease expense
 totaling $225,000  and $225,450,  respectively, related  to these  operating
 leases.  The Company  began leasing its operating  facilities from JACCO  in
 2001. The terms of the leases are for fifteen and ten year periods ending in
 2010 and 2017.  Both leases have  options to renew for two additional  five-
 year periods.

 LSC has guaranteed  payment of  mortgage notes  owed by  JACCO to  financial
 institutions.  At  October 31, 2005,  amounts owed by  JACCO under  mortgage
 note arrangements  guaranteed  by the  Company  and by  Jacoby  individually
 totaled approximately $4,800,000.  In the  event that JACCO defaults on  any
 of these loans, the Company would be required to make cash payments equal to
 the unpaid  principal  portion  of  the  mortgage  notes  plus  all  accrued
 penalties and interest.  The terms of the guarantees run concurrent with the
 notes and expire between February 2010 and January 2017.  The guarantees  do
 not contain any  recourse provisions or  collateral for the  Company in  the
 event that the guarantee payments are made.  The current carrying amount  of
 the liability is $0

 Primarily because of the common control  between the Company and JACCO,  the
 guarantee of the indebtedness on the leased JACCO property and the  pledging
 of personal assets  of Mr. Jacoby  and his wife  as collateral  for debt  of
 JACCO, the  Company is  exposed to  the  risk that  it  may be  required  to
 subsidize losses  of JACCO.  The mortgages  guaranteed  by the  Company  are
 secured by  the  leased  real  estate having  an  estimated  fair  value  of
 approximately $7 million.  The maximum exposure for the Company would be the
 carrying amount  of  the  variable-rate bank  loan  of  JACCO,  however  the
 Company's normal monthly lease payments under the lease agreement  discussed
 above are  sufficient  to cover  the  principle amounts  guaranteed  by  the
 Company.


 NOTE 10 - STOCK BASED COMPENSATION

 The Company has  entered into verbal  and written agreements  to pay  common
 stock in lieu  of cash  for certain professional  services.  For  the  three
 months  ended  October 31, 2005  and  2004,  the  Company  has  recorded  no
 professional fees and issued no common stock under these arrangements.


 NOTE 11 - STOCK OPTIONS AND WARRANTS

 As of October 31, 2005, there were 500,000 outstanding warrants to  purchase
 common stock held by  certain employees.  These  warrants  have  an exercise
 price of $0.75 per share and expire November 5, 2009.

 As of October 31, 2005, there  were 31,667 outstanding warrants to  purchase
 common stock held by debt holders.  These warrants have an exercise price of
 $1.50 per share and expire February 8, 2011.

 The Company currently does not have a sufficient number of authorized shares
 of common  stock  to  allow  for  the  conversion  of  all  its  outstanding
 convertible securities.


 NOTE 12 - COMMITMENTS AND CONTINGENCIES

 Litigation
 ----------

 We  are  a  party  to  the various  legal proceedings  noted  below.   While
 we currently  believe  that  the  ultimate  outcome  of  these  proceedings,
 individually and in the aggregate, will  not have a material adverse  effect
 on our  financial  position or  overall  trends in  results  of  operations,
 litigation is subject to inherent uncertainties.  If  an unfavorable  ruling
 were to occur, there exists the possibility of a material adverse impact  on
 (1) our net  income in the  period in which  the ruling occurs  and (2)  our
 business and financial condition.

 On December 5, 2005, IPS and LSC  sued D. Ronald Allen and several  entities
 affiliated with Allen in the 116th Judicial District Court of Dallas County,
 Texas.  IPS  and LSC assert  claims against Allen  for, among other  things,
 fraud, breach of contract and indemnity arising out of the Merger Agreement.
 LSC seeks indemnity from  Allen for approximately  $573,000 pursuant to  the
 Merger Agreement, which  amount represents  the settlement  payment made  to
 Legacy Bank and  the attorneys' fees  incurred in the  C-Gate lawsuit.   LSC
 also seeks  indemnity for  other as-yet  unliquidated claims  for  potential
 indemnifiable costs.  IPS  and  LSC  assert claims  for constructive  trusts
 against the entity defendants regarding the  IPS common stock held by  those
 entities as of the date of the closing of the Merger Agreement.  IPS and LSC
 assert that some  or all  of the  common stock  held by  these entities  was
 required to  be  tendered  into  escrow in  order  to  satisfy  claims  from
 indemnifiable costs under the Merger Agreement.

 On July 8, 2005 The Law Offices  of Gregory W. Mitchell, P.L.L.C. (the  "Law
 Firm") and Gregory W. Mitchell, individually ("Mitchell,"  and  collectively
 with the Law Firm,  the "Mitchell Plaintiffs"), the  sole member of the  Law
 Firm, sued IPS in the 160th Judicial District Court of Dallas County, Texas.
 The Mitchell plaintiffs allege that IPS  entered into a fee agreement  under
 which the Law Firm was to provide all legal services for IPS in exchange for
 which IPS was to pay the  Law Firm, each month  for two years, $10,000  cash
 plus IPS Common Stock with a current value of $15,000.

 The Mitchell Plaintiffs  allege that, after  several months, IPS  repudiated
 the fee  agreement  without  cause.   The  Law  Firm seeks  to  recover  the
 remaining fees due under the fee  agreement, approximately $200,000 in  cash
 and $315,000 in Common Stock.  Mitchell additionally claims that Jacoby  and
 IPS intentionally inflicted  emotional distress on  Mitchell.  The  Mitchell
 plaintiffs also seek to recover exemplary damages and attorneys' fees.   IPS
 disputes the claims and plans to vigorously defend the lawsuit.

 On November 18, 2003,  Gehan Properties II, Ltd.  ("Gehan") sued IPS,  Allen
 and other  entities, including  several  former IPS  subsidiaries,  alleging
 fraudulent transfer claims and is seeking $259,652 plus attorneys' fees  and
 interest. Gehan  alleges  that IPS's  subsidiary,  Performance  Interconnect
 Corp., fraudulently transferred its  stock in two  entities, PC Dynamics  of
 Texas, Inc. and  Varga Investments, Inc.,  to IPS in  December 1999.   Among
 other things, IPS asserts that the stock transferred to IPS was worthless at
 the time of  the transfers  and therefore  the transfers  do not  constitute
 fraudulent transfers.   Both parties are  currently conducting discover  and
 the trial is scheduled for February 20, 2006.


 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, including  statements  concerning
 expected income and  expenses and  the adequacy of  our sources  of cash  to
 finance current  and  future  operations.   These  expectations,  plans  and
 projections may or may not materialize and are subject to various risks  and
 uncertainties.  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; the  effects  of the  contingencies  described
 herein; the  availability of  capital; loss  of key  suppliers,  significant
 customers or key  management personnel; payment  defaults by our  customers;
 changes in  our  business  strategy or  development  plans;  and  the  risks
 described  from time  to  time  in  our other  filings  with  the Securities
 and  Exchange  Commission  ("SEC").  When  used  in this  report,  the words
 "may,"  "will,"  "believe,"  "expect,"  "project," "anticipate," "estimate,"
 "continue," "intend"  and  similar  expressions  are  intended  to  identify
 forward-looking statements.  These forward-looking statements speak only  as
 of the date of this report, and we have based our forward-looking statements
 on our current assumptions  and expectations about future  events.  We  have
 expressed our assumptions  and expectations in  good faith,  and we  believe
 there is a reasonable basis  for them.  However,  we cannot assure you  that
 our assumptions and expectations  will prove to be  accurate.  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

      On November 24, 2004  a wholly owned subsidiary  of the Company  merged
 with Best  Circuit  Boards,  Inc., d/b/a  Lone  Star  Circuits  ("Lone  Star
 Circuits" or  "LSC"),  and LSC  became  a  wholly owned  subsidiary  of  the
 Company.  Brad Jacoby  ("Jacoby"), the beneficial owner  of LSC, acquired  a
 controlling interest in the Company. The transaction has been accounted  for
 as a reverse  merger (the transaction  being referred to  in this  quarterly
 report as the "Merger").  This means the  Merger has been treated as if  LSC
 acquired the Company and, consequently, the historical financial  statements
 of LSC became  the historical financial  statements of the  Company for  all
 periods presented.

      The  following  discussion  provides  information  to  assist  in   the
 understanding of our financial condition and  results of operations for  the
 three  months  ended  October 31, 2005  and  2004.  It  should  be  read  in
 conjunction with the financial information for the year ended July 31, 2005,
 appearing in the Company's annual Form 10-KSB filed on January 5, 2006.

                            Results of Operations

      Revenues.  Net sales increased to $8,048,547 for the three months ended
 October 31, 2005,  from $6,752,287  for  the  same  period  in 2004,  a  net
 increase of  $1,296,260  or 19%.  The  increase  is  due  primarily  to  new
 customer sales.

      Gross Profit.  Gross profit for the three months ended October 31, 2005
 was $1,736,109  compared to  $1,043,209  for the  same  period in  2004,  an
 increase of $692,900 or 66%.  Gross  margin improved from 15% for the  three
 months ended October  31, 2004 to  22% for the  same period  in the  current
 year.  The  increase in gross  profit is due  to (1) the  increase in  sales
 resulting in fixed costs being spread over a larger number of units produced
 and (2)  higher  demand for  premium  services, which  typically  command  a
 significantly higher margin.

      Selling, general  and administrative  expenses.   Selling, general  and
 administrative  ("SG&A")  expenses  consist  primarily  of  direct   charges
 for sales  promotion  and  marketing,  as  well  as  the cost  of executive,
 administrative   and   accounting  personnel,  and  related   expenses   and
 professional fees.   SG&A  expense increased  to  $1,162,058 for  the  three
 months ended October 31, 2005, from $797,049 for the same period in 2004, an
 increase of $365,009 or 45%.  The increase was primarily attributable to  an
 increased number  of  administrative  and  accounting  personnel,  increased
 employee benefits and insurance  expenses, and additional accounting,  legal
 and other professional fees relating to  (1) the ongoing integration of  the
 merged entities and (2) filing and reporting as a public entity.

      Amortization of Customer  Base.  The  customer base was  recorded as  a
 result of the Merger on November  24, 2004 and accordingly, no  amortization
 was recorded during the three months  ended October 31, 2004.   Amortization
 expense was $135,512 for the three months ended October 31, 2005.

      Other Income (Expense),  Net.   Other income  (expense), net,  includes
 interest expense on notes payable and  notes payable to related parties,  as
 well as income from reclaiming scrap material.  Other income (expense), net,
 increased from ($2,903) to ($92,146) for the three months ended October  31,
 2004 and 2005, respectively.  The  increase in net expense during the  three
 months  ended  October 31, 2005  is primarily  due  to $85,867  in  interest
 expense on related party  notes recorded by the  Company during the  current
 year. The related party notes were issued in connection with the Merger, and
 there were no related party notes outstanding during the three months  ended
 October 31, 2004.

      Income Tax Provision.  The income  tax provision increased to  $130,074
 for the  three  months  ended October 31, 2005,  from $92,636  for the  same
 period in the prior year. The increase in the provision is due primarily  to
 the increase in pre-tax income.

                       Liquidity and Capital Resources

      We  have  generally  financed  our  business  from  cash  generated  by
 operations and borrowings, and in prior periods our majority shareholder has
 loaned the Company operating capital at prevailing market rates of  interest
 or  has  guaranteed  our indebtedness.  Our principal uses of cash have been
 to fund working  capital,  meet  debt  service  requirements,  fund  capital
 expenditures and, during  the prior fiscal  year, to fund  Merger costs.  We
 expect that these  uses, with the  exception of funding  Merger costs,  will
 continue to be the principal demands on our cash in the future.

      We have current assets substantially in excess of current  liabilities.
 Based on our current level of  operations, we believe that cash provided  by
 operations along with funds available under our new five-year term loan (see
 "Indebtedness and guarantees" below) will be sufficient to fund our  working
 capital needs, finance  capital expenditures and  service our  debt for  the
 next twelve months and  beyond.  Capital expenditures  planned for the  next
 twelve months consist  of normal equipment  purchases necessary to  maintain
 current operating capacity and replace equipment  that may have reached  the
 end of its  useful life.  During  the  current fiscal  quarter, our  capital
 expenditures included manufacturing equipment that will allow us to  improve
 the throughput and increase the level of technology required to keep up with
 the complex products our customers design.  We  have historically also  been
 able to obtain financing for  equipment acquisitions under operating  leases
 with provisions for installment purchases at the end of the lease terms.  We
 anticipate that we will continue to be able to obtain this type of financing
 for future equipment needs.

      Cash flows  from  operations.   Net  cash  of  $1,104,458  provided  by
 operations  during  the three  months ended  October 31, 2005  consisted  of
 $629,692 provided by net income as adjusted from non-cash items and $474,766
 provided  by  working  capital.  This  compares  to  net  cash  provided  by
 operations of  $349,027 during  the same  period in  the prior  year,  which
 consisted of  $414,777 provided  by net  income  as adjusted  from  non-cash
 items, partially offset  by $65,750  used by  working capital.   During  the
 current quarter  the Company  received $548,428  in tax  refunds related  to
 fiscal years 2000 through 2002.

      Cash used  for investing  activities.   Net cash  of $50,832  used  for
 investing  activities  during  the  three  months  ended  October  31,  2005
 consisted of  purchases  of  equipment.   Net  cash  of  $289,887  used  for
 investing activities  during the  same period  in  the prior  year  included
 $148,869 to fund  Merger-related costs,  $100,000 advanced  by Best  Circuit
 Boards, Inc. to IPS  prior to the  Merger, and $41,018  for the purchase  of
 property and equipment.

      Cash flows  from financing  activities.   Net  cash used  in  financing
 activities during the three months ended  October 31, 2005 was $307,234  and
 consisted of net payments of $250,000 on our line of credit and payments  of
 $57,234 on long-term debt.  Net cash provided by financing activities during
 the same period in  the prior year  included net borrowings  on our line  of
 credit of  $100,000  and  collections of  $37,972  on  advances  to  related
 parties, partially offset by payments of $105,882 on long-term debt.

      Indebtedness and guarantees.  We have a $2 million line of credit  (the
 "LOC") described in Note 6 of our financial statements set forth in Part  I,
 Item 1 above.

      We  have  other  long-term indebtedness in the amount of $272,404, some
 of which was  originally  incurred  by  IPS  prior to  the  Merger.  Current
 maturities of $258,609 include certain amounts in default. We are  currently
 attempting to negotiate resolution of the  indebtedness that is in  default;
 however, no assurance can be given that any such resolution can be  reached.
 We issued $4.2  million in convertible  promissory notes to  Brad Jacoby  in
 conjunction with the Merger in November  2004.  These notes were  refinanced
 on October 28, 2005, and now bear 8% interest payable semiannually, with the
 principal due September 30, 2008.

      On October 28, 2005 we entered into a credit facility with a bank for a
 $2,250,000 five-year  term loan  (the "Term  Loan").   The Term  Loan  bears
 interest at  LIBOR  + 2.15%,  provides  for monthly  principal  payments  of
 $37,500 plus accrued interest,  and matures on October  31, 2010.  The  Term
 Loan is  collateralized  by all  the  Company's  equipment and  the  LOC  is
 collateralized by the Company's inventory and accounts receivable.  Both the
 Term Loan and the LOC are subject to certain financial and other  covenants.
 An event of default under the  security agreement will trigger a  $2,000,000
 personal guarantee of Jacoby.  The Company received  the cash proceeds  from
 the Term Loan  on November 4, 2005. The proceeds were  used to pay down  the
 outstanding balance on the LOC and, coupled with the LOC, will fund  working
 capital in the future.

      We expect that  cash generated from  operations will  be sufficient  to
 fund payments on our indebtedness as it becomes due, or that we will be able
 to refinance the debt under similar terms.

      We  have  guaranteed  certain  indebtedness  of  related  parties,   as
 described in Note 9 to our financial statements.


 ITEM 3.   CONTROLS AND PROCEDURES

      Evaluation of Disclosure Controls and Procedures.  Our management, with
 the participation  of  our  Chief  Executive  Officer  and  Chief  Financial
 Officer, has  reviewed and  evaluated the  effectiveness of  the design  and
 operation of our disclosure controls and procedures (as defined in Rule 13a-
 15(e) under the Securities Exchange Act of 1934) as of the end of the period
 covered by  this  report.  Management  has  concluded  that  our  disclosure
 controls and procedures are effective in ensuring that material  information
 is timely communicated  to appropriate management  personnel, including  the
 Chief  Executive  Officer  and  Chief  Financial  Officer,  to  enable  such
 personnel to evaluate information and determine the information required  to
 be included in our periodic SEC reports.


                         PART II - OTHER INFORMATION

 ITEM 1.   LEGAL PROCEEDINGS

      D. Ronald Allen  lawsuit.  On  December 5, 2005,  IPS  and  LSC sued D.
 Ronald Allen  and  several  entities affiliated  with  Allen  in  the  116th
 Judicial District Court of Dallas County, Texas.  IPS and LSC assert  claims
 against Allen  for,  among  other things,  fraud,  breach  of  contract  and
 indemnity arising out  of the Merger  Agreement.  LSC  seeks indemnity  from
 Allen for approximately  $573,000 pursuant  to the  Merger Agreement,  which
 amount represents  the  settlement  payment made  to  Legacy  Bank  and  the
 attorneys' fees incurred in  the C-Gate  lawsuit.  LSC also seeks  indemnity
 for other as-yet unliquidated claims for potential indemnifiable costs.  IPS
 and LSC assert claims for constructive trusts against the entity  defendants
 regarding the IPS Common Stock held by those entities as of the date of  the
 closing of the Merger Agreement.  IPS and LSC assert that some or all of the
 Common Stock held by these entities was required to be tendered into  escrow
 in order  to  satisfy  cliams from  indemnifiable  costs  under  the  Merger
 Agreement.

      Greg Mitchell lawsuit.  On July 8, 2005  The Law Offices of Gregory  W.
 Mitchell, P.L.L.C. (the  "Law Firm") and  Gregory W. Mitchell,  individually
 ("Mitchell," and collectively with the Law Firm, the "Mitchell Plaintiffs"),
 the sole member of  the Law Firm,  sued IPS in  the 160th Judicial  District
 Court of Dallas  County, Texas.  The  Mitchell plaintiffs  allege  that  IPS
 entered into a fee  agreement under which  the Law Firm  was to provide  all
 legal services for IPS in exchange  for which IPS was  to pay the Law  Firm,
 each month for two years, $10,000 cash plus IPS Common Stock with a  current
 value of $15,000.

      The  Mitchell  Plaintiffs  allege  that,  after  several  months,   IPS
 repudiated the fee agreement without cause.   The Law Firm seeks to  recover
 the remaining fees due  under the fee  agreement, approximately $200,000  in
 cash and $315,000 in Common Stock.  Mitchell additionally claims that Jacoby
 and  IPS  intentionally  inflicted  emotional  distress  on  Mitchell.   The
 Mitchell plaintiffs also  seek to recover  exemplary damages and  attorneys'
 fees.  IPS disputes the claims and plans to vigorously defend the lawsuit.

      Gehan  lawsuit.   On  November  18,  2003  Gehan  Properties  II,  Ltd.
 ("Gehan") sued IPS, Allen  and several former IPS  subsidiaries in the  95th
 Judicial District Court of Dallas County,  Texas.  Gehan alleges  fraudulent
 transfer claims and is seeking $259,652  plus attorneys' fees and  interest.
 Gehan  alleges  that   IPS's  subsidiary   Performance  Interconnect   Corp.
 fraudulently transferred its stock  in two entities,  PC Dynamics of  Texas,
 Inc. and Varga  Investments, Inc.,  to IPS in  December 1999.   Among  other
 things, IPS asserts that the stock  transferred to IPS was worthless at  the
 time of  the  transfers  and  therefore  the  transfers  do  not  constitute
 fraudulent transfers.  IPS  disputes  the  claims  and  plans  to vigorously
 defend the lawsuit.


 ITEM 5.   OTHER INFORMATION

 Our Common Stock  was traded over-the-counter through  December 21, 2005  on
 the  OTC  Bulletin Board[R] (OTCBB)  under the  symbol  "IPFS.OB"  and  was
 subsequently moved to the Pink Sheets,  trading under the symbol  "IPFS.PK",
 for failure to timely  file the annual  report on Form  10-KSB.  The  annual
 report on Form 10-KSB was filed on January 5, 2006.  As the Company  becomes
 current on the required filings, Management expects to begin trading on  the
 OTC Bulletin Board again.


 ITEM 6.   EXHIBITS

  Exhibit
  Number   Description of Exhibit
  -------  ----------------------
   3.1*    Certificate of Incorporation of Espo's, Inc. filed with the New
           York Secretary of State, November 29, 1990 (filed as Exhibit 3.1
           to the Company's Registration Statement on Form 10-SB (File No.
           000-30794), filed on April 12, 2000).

   3.2*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, July 17,
           1998 (filed as Exhibit 3.2 to the Company's Registration
           Statement on Form 10-SB (File No. 000-30794), filed on
           April 12, 2000).

   3.3*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, October 27,
           1998 (filed as Exhibit 3.3 to the Company's Registration
           Statement on Form 10-SB (File No. 000-30794), filed on
           April 12, 2000).

   3.4*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, March 20,
           2000 (filed as Exhibit 3.4 to the Company's Registration
           Statement on Form 10-SB (File No. 000-30794), filed on
           April 12, 2000).

   3.5*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, April 4,
           2001 (filed as Exhibit 3.6 to the Company's Current Report on
           Form 8-K filed April 27, 2001).

   3.6*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, August 12,
           2002 (filed as Exhibit 3.7 to the Company's Annual Report on
           Form 10-KSB for the fiscal year ended November 30, 2003, filed
           April 19, 2004).

   3.7*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, February 10,
           2003 (filed as Exhibit 3.8 to the Company's Annual Report on
           Form 10-KSB for the fiscal year ended November 30, 2003, filed
           April 19, 2004).

   3.8*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, May 30, 2003
           (filed as Exhibit 3.9 to the Company's Annual Report on Form 10-
           KSB for the fiscal year ended November 30, 2003, filed April 19,
           2004).

   3.9*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, December 28,
           2004 (filed as Exhibit 4.1 to the Company's Amendment to Current
           Report on Form 8-K/A filed February 7, 2005).

   3.10*   Bylaws of the Company (filed as Exhibit 3.5 to the Company's
           Registration Statement on Form 10-SB (File No. 000-30794), filed
           on April 12, 2000).

  10.1*    First Amendment to Employment Agreement effective September 1,
           2005 by and between the Company and Brad Peters (filed as
           Exhibit 10.23 to the Company's Annual Report on Form 10-KSB for
           the fiscal year ended July 31, 2005, filed January 5, 2006).

  10.2*    Loan Agreement dated October 28, 2005 by and among the Company,
           Best Circuit Boards, Inc. and Brad Jacoby (filed as Exhibit 10.3
           to the Company's current report on Form 8-K filed November 18,
           2005.

  10.3*    Amended and Restated Security Agreement #1 dated October 28,
           2005 by the Company, as debtor, in favor of Brad Jacoby, as
           secured party, in connection with that certain Amended and
           Restated Secured Promissory Note in the principal amount of
           $4,200,000 (filed as Exhibit 10.4 to the Company's current
           report on Form 8-K filed November 18, 2005.

  10.4*    Amended and Restated Security Agreement #1 dated October 28,
           2005 by Best Circuit Boards, Inc., as debtor, in favor of Brad
           Jacoby, as secured party, in connection with that certain
           Amended and Restated Secured Promissory Note in the principal
           amount of $4,200,000 (filed as Exhibit 10.5 to the Company's
           current report on Form 8-K filed November 18, 2005.

  10.5*    Credit and Security Agreement dated October 28, 2005 by and
           between Best Circuit Boards, Inc. and Compass Bank (filed as
           Exhibit 10.1 to the Company's current report on Form 8-K filed
           November 18, 2005.

  10.6*    Promissory Note for $2,250,000 dated October 28, 2005 between
           Best Circuit Boards, Inc. and Compass Bank (filed as Exhibit
           10.2 to the Company's current report on Form 8-K filed November
           18, 2005.

  31.1**   Certification of Brad Jacoby, President and Chief Executive
           Officer, pursuant to Rules 13-14(a) and 15d-14(a) of the
           Securities Exchange Act of 1934, as adopted pursuant to Section
           302 of the Sarbanes-Oxley Act of 2002.

  31.2**   Certification of Brad J. Peters, Vice President and Chief
           Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a)
           of the Securities Exchange Act of 1934, as adopted pursuant
           to Section 302 of the Sarbanes-Oxley Act of 2002.

  32**     Certifications of Brad Jacoby, President and Chief Executive
           Officer, and Brad J. Peters, Vice President and Chief Financial
           Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002.

 *    Incorporated herein by reference to the respective filings identified
      above.

 **   Filed herewith.

                                  SIGNATURE

      In accordance with the requirements of  the Securities Exchange Act  of
 1934, the registrant caused this  report to be signed  on its behalf by  the
 undersigned, thereunto duly authorized.

                          INTEGRATED PERFORMANCE SYSTEMS, INC.
                          (Registrant)

 Date: January 26, 2006   By:  /s/ BRAD J. PETERS
                          -------------------------------------------
                          Brad J. Peters
                          Vice President and Chief Financial Officer
                          (Principal Financial Officer and Principal
                          Accounting Officer)