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

                                 FORM 10-QSB

                   U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

    (Mark One)

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

                For the quarterly period ended

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

 For the transition period from November 30, 2001 to February 28, 2002
 Commission file number 1-15821

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


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


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

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

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

      Check whether the issuer (1) filed all reports required to be filed  by
 Section 13 or 15(d) of the  Exchange Act during the  past 12 months (or  for
 such shorter period that the registrant was required to file such  reports),
 and (2) has been subject to such filing requirements for the past 90 days.
 Yes   X    No ___

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

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

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

      State the number of shares outstanding of each of the issuer's  classes
 of common equity as of the latest practicable date: 6,354,638 shares  (There
 is only one class of common.)

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

<PAGE>

                        PART 1 - FINANCIALINFORMATION

 ITEM 1.  FINANCIAL STATEMENTS

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

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

                                                       February 28, February 28,
                                                           2002         2001
                                                        ----------   ----------
 <S>                                                   <C>          <C>
 ASSETS                                                 (Unaudited)  (Unaudited)
 Current assets:
 Cash                                                  $    27,848  $    25,462
  Trade accounts receivable, net                           799,246      908,313
  Other receivables                                         38,186        7,201
  Inventory                                                647,936    1,256,459
  Prepaid expenses                                          23,053       44,625
                                                        ----------   ----------
          Total current assets                           1,536,269    2,242,060
                                                        ----------   ----------
 Property and equipment, net of depreciation             1,729,481    2,302,655

 Other assets:
 Goodwill, net of amortization                                   -      494,832
  Loan origination fees, net                                11,433       19,344
  Deposits                                                  44,674        9,086
                                                            56,107      523,262
                                                        ----------   ----------
         Total assets                                  $ 3,321,857  $ 5,067,977
                                                        ==========   ==========
 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
 Bank overdraft                                        $    40,101  $         -
 Short-term borrowings                                     609,884      100,000
  Current maturities of long-term debt                      83,534      874,648
  Notes payable                                          1,535,576    1,208,715
  Current portion of royalty payable                             -      375,000
  Note payable - related party                                   -      226,362
  Line of credit - related party                           420,840      732,202
  Accounts payable                                         844,614    1,010,698
  Accrued expenses                                       1,387,623      728,791
                                                        ----------   ----------
          Total current liabilities                      4,922,172    5,256,416
                                                        ----------   ----------
 Noncurrent liabilities:
 Long-term debt, net of current maturities                 688,811      385,321

 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; 3,000 shares
   authorized, issued and outstanding; $3,000,000
   liquidation value                                            30           30
 Series B - convertible 6%;  900 shares authorized,
   810 issued and outstanding; $810,000 liquidation
   value                                                         8            8
 Series C - 12% cumulative dividends; 15,000
   shares authorized, 12,075  issued and outstanding;
   $12,075,000  liquidation value                              121           73
 Series D - 4% cumulative dividends; 5,000 convertible
   shares authorized, 611 issued and outstanding;
   $1,222,000 liquidation value                                  6            4
 Additional paid-in capital, preferred stock             8,182,094    6,947,110
 Common stock; par value  $0.01; 25,000,000 shares
   authorized, 6,354,638 shares issued and outstanding      63,546       59,710
 Additional paid-in capital, common stock                  762,933      259,516
 Accumulated deficit                                   (11,297,864)  (7,840,211)
                                                        ----------   ----------
         Total stockholders' equity (deficit)           (2,289,126)    (573,760)
                                                        ----------   ----------
         Total liabilities and stockholders' equity    $ 3,321,857  $ 5,067,977
                                                        ==========   ==========


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

</TABLE>
<PAGE>
<TABLE>

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

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

                                                  Three              Three
                                               Months Ended       Months Ended
                                             February 28, 2002 February 28, 2001
                                                (Unaudited)       (Unaudited)
                                                ----------         ----------
  <S>                                          <C>                <C>
  Net sales                                    $ 1,444,056        $ 1,388,242

  Cost of sales                                  1,536,072          1,658,036
                                                ----------         ----------
  Gross profit (loss)                              (92,016)          (269,794)
                                                ----------         ----------
  Expenses:
  General and administrative                       371,768            499,905
  Depreciation and amortization                      1,925              7,420
                                                ----------         ----------
                                                   373,693            507,325
                                                ----------         ----------
  Loss from operations                            (465,709)          (777,119)
                                                ----------         ----------
  Other income (expense):
  Interest expense                                (142,194)           (89,043)
  Miscellaneous income (expense)                    27,730                  -
                                                ----------         ----------
                                                  (114,464)           (89,043)
                                                ----------         ----------
  Income (loss) before provision
    for income taxes                              (580,173)          (866,162)

  Provision for income taxes                             -                  -
                                                ----------         ----------
  Net loss                                     $  (580,173)       $  (866,162)
                                                ==========         ==========
  Loss available to common stock               $(1,044,573)       $(1,098,662)
                                                ==========         ==========
  Loss per share - basic                       $     (0.16)       $     (0.18)
                                                ==========         ==========
  Loss per share - diluted                     $     (0.16)       $     (0.18)
                                                ==========         ==========

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

</TABLE>
<PAGE>
<TABLE>

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

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

                                                         Three         Three
                                                      Months Ended  Months Ended
                                                      February 28,   February 28,
                                                          2002           2001
                                                      (Unaudited)    (Unaudited)
                                                        ---------     ---------
  <S>                                                 <C>           <C>
  Cash flows from operating activities:
  Net loss                                             $ (580,173)   $ (866,162)
                                                        ---------     ---------
  Adjustments to reconcile net loss to net
    cash used in operating activities:
  Depreciation and amortization                           114,041       138,836
  Accretion of debt discount                               57,196             -
  Gain on sale of property and equipment                   (2,730)            -
  Changes in operating assets and liabilities:
  Decrease in  trade accounts receivable                  419,587        89,838
  Decrease in other receivables                           (30,347)       14,288
  Decrease (increase) in inventory                        203,349      (216,360)
  (Increase) decrease in prepaid expenses                  (2,243)       17,866
  Decrease (increase) in other assets                       1,476        (1,806)
  Decrease in accounts payable                           (101,593)     (167,938)
  Increase in accrued expenses                              7,334        36,613
                                                        ---------     ---------
  Total adjustments                                       666,070       (88,663)
                                                        ---------     ---------
  Net cash used in operating activities                    85,897      (954,825)
                                                        ---------     ---------

  Cash flows from investing activities:

  Proceeds from sale of property and equipment             15,461             -
  Acquisition of property and equipment                         -        (8,483)
                                                        ---------     ---------
  Net cash provided by (used in) investing activities      15,461        (8,483)
                                                        ---------     ---------

  Cash flows from financing activities:
  Proceeds from sale of stock                             117,760       350,000
  Return of capital                                       (96,135)     (232,500)
  Increase in overdraft                                    40,101             -
  Net proceeds (payments) from short-term
    borrowings, line-of-credit and note payable          (341,789)      833,435
  Proceeds from long-term debt                                  -        24,154
  Payments on long-term debt                              (34,863)            -
  Net proceeds from line-of-credit with related party     188,022             -
                                                        ---------     ---------
  Net cash provided by financing activities              (126,904)      975,089
                                                        ---------     ---------
  Increase (decrease) in cash                             (25,546)       11,781

  Cash, beginning of period                                53,394        13,681
                                                        ---------     ---------
  Cash, end of period                                  $   27,848    $   25,462
                                                        =========     =========

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

</TABLE>
<PAGE>

         Integrated Performance Systems, Inc. (Formerly ESPO's, Inc.)
                  Notes to Consolidated Financial Statements
                        February 28, 2002 (Unaudited)


 BASIS OF PRESENTATION

 The interim financial statements and  summarized notes included herein  were
 prepared in accordance with accounting principals generally accepted in  the
 United States  of America  for interim  financial information,  pursuant  to
 rules and regulations of  the Securities and  Exchange Commission.   Because
 certain information  and  notes  normally  included  in  complete  financial
 statements prepared  in  accordance  with  accounting  principals  generally
 accepted in the United States of America were condensed or omitted  pursuant
 to such  rules  and  regulations,  it  is  suggested  that  these  financial
 statements be read in conjunction with the Consolidated Financial Statements
 and the Notes thereto,  included in the Company's  Report 10KSB filed  March
 15, 2002.  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.

 INVENTORY

 Inventories consist primarily of the following:

                               February 28,      February 28,
                                  2002              2001
                               (Unaudited)       (Unaudited)
                             --------------     -------------
       Finished goods       $             -    $            -
       Work in progress             169,020           762,265
       Raw materials                478,916           494,194
                             --------------     -------------
       Total inventory      $       647,936    $    1,256,459
                             ==============     =============


 CONTINGENCIES

 Property tax for the  years of 1999,  2000, and 2001  have been accrued  but
 have not been paid.  Accrued property taxes as of February 28, 2002 and 2001
 totaled $162,639 and  $64,542, respectively.Property  tax for  the years  of
 1999, 2000, and  2001 have been  accrued but have  not been  paid.   Accrued
 property taxes  as  of February  28,  2002  and 2001  totaled  $162,639  and
 $64,542, respectively.

 CASH FLOW INFORMATION

 Non cash transactions

 At February 28, 2002, dividends of approximately $375,000 were included in
 accrued expenses.

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


 EARNINGS (LOSS) PER SHARE

 Basic earnings (loss) per share is calculated by dividing the income  (loss)
 available to common stock (the numerator) by the weighted average  number of
 shares of common stock outstanding during the period  (the denominator).  At
 February 28, 2002  and February  28, 2001,  the weighted  average  number of
 shares outstanding was 6,407,640 and 5,971,030, respectively.

 Diluted earnings (loss) per share adds  to the denominator those  securities
 that, if converted, would  cause a dilutive effect  to  the calculation.  To
 compute  the  weighted  average  number   of  shares  outstanding  for   the
 calculation of the diluted earnings per  share, the number of shares  vested
 in the employee stock option plan must  be included in the denominator on  a
 weighted average basis.  At February  28, 2002  and February  28, 2001,  the
 weighted average number of shares outstanding were 6,407,640 and  6,567,129,
 respectively.  For  the period ended February 28, 2001, the number of shares
 vested in  the employee stock option  plan are not  included in the  diluted
 loss per share  calculation  since  their inclusion  would be anti-dilutive.
 These shares were subsequently issued in the fiscal year ending November 30,
 2001.

<PAGE>


 Item 2.  Management's Discussion and Analysis

 Forward Looking Statements

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

 Overview

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

      The  following  discussion  provides  information  to  assist  in   the
 understanding of the Company's financial condition and results of operations
 for the quarter ended February 28, 2002.   It should be read in  conjunction
 with the Consolidated  Financial Statements and  Notes thereto appearing  in
 this Form 10-QSB for the quarter ended February 28, 2002.

 Results of Operations

      Revenues    Sales  for  the  quarter  ended  February  28,  2002   were
 $1,444,056, an increase of 4.02% from sales of $1,388,242 for the comparable
 period in 2001.  The increase in sales for the quarter can be attributed  to
 an increase in  our customers' military  related programs.   It is  believed
 that demand for the company's products  will continue to grow as  confidence
 levels in the economy  grow and inventory levels  held by our customers  are
 depleted.

      Gross Profit/(Loss)   The quarter  ended February 28, 2002 had a  gross
 loss of $92,016 versus a gross loss of $269,794 in the same quarter of 2001.
 The  decrease in loss is attributed to  the same factors as the increase  in
 revenue, and  the fact  that operating  costs were  greatly reduced  in  the
 fourth quarter of  2001 and  remained steady  through the  first quarter  of
 2002.

      Operating Expenses  For the quarter  ended February 28, 2002  operating
 expenses were $373,693 compared  to $507,325 for  the comparable quarter  of
 2001.  The reduction in expense is attributable to a reduction in  workforce
 and a restructuring of operating expenses during the fourth quarter of 2001.
 These  expenses should remain relatively constant  for the remainder of  the
 year.

      Other Income and Expenses  For the quarter ended February 28, 2002, net
 other expense was $114,464 compared to $89,043 for the comparable quarter of
 2001. These amounts reflect an increase in debt levels at the Company during
 the respective periods and other miscellaneous income and expense items.

      Liquidity and Cash Resources  For the quarter ended February 28,  2002,
 The Company reported  a net loss  of $580,173, as  compared to  the loss  of
 $866,162  reported for the  comparable period in 2001.  The decrease in  net
 loss is primarily the  result of the increase  in revenue and reductions  of
 operating expenses, as  discussed above.   The  Company expects  to show  an
 increase in profitability beginning in the second quarter of its year  ended
 November 30, 2002.

      Cash resources of $599,650,  were used for  operations for the  quarter
 ended February  28,  2002, with  proceeds  from  the sale  of  property  and
 equipment being $15,461, netting a total usage of $584,189.  The prior  year
 amounts  are  $(954,825)  from  operations,  and  $(8,483)  for  investment,
 totaling $(963,308).  During  the current fiscal year  these needs were  met
 primarily through  issuance of  preferred stock  and long  term debt,  while
 needs for the  prior year  were provided primarily  by debt  financing.   In
 addition, the proceeds  from the  sale of  property and  equipment were  the
 result of selling certain impaired assets.

                                Other Matters

 Cash Flow

      During the quarter ended February 28, 2002, The Company did not achieve
 a positive cash flow from operations.  Accordingly, the Company will rely on
 cash on  hand,  as well  as  available borrowing  arrangements  and  private
 placement of preferred stock to fund  operations until a positive cash  flow
 from operations can be achieved.   The Company expects cash flow to  improve
 as the result of anticipated sales increases.  However, it may be  necessary
 to pursue additional financing or placements until a positive cash flow  can
 be  achieved.  The  Company  will  continually evaluate  opportunities  with
 various investors to raise additional capital  without which its growth  and
 profitability could be restricted.  Although it is believed that  sufficient
 financing resources  are available,  there can  be  no assurance  that  such
 resources will continue to be available or that they will be available  upon
 favorable terms.


                          PART II - OTHER INFORMATION

 Item 6. Exhibits

 Ex. 2.1   Agreement and Plan  of Reorganization by  and between  Performance
           Interconnect Corp, its undersigned shareholders and Espo's Inc   *
 Ex. 3.1   Certificate of Incorporation filed in the Office of the  Secretary
           of State of the State of New York, November 29, 1990.            *
 Ex. 3.2   Certificate of Amendment of Certificate of Incorporation  filed in
           the Office of  the Secretary of  State of the  State of New  York,
           July 17, 1998.                                                   *
 Ex. 3.3   Certificate of Amendment of Certificate of Incorporation  filed in
           the Office of  the Secretary of  State of the  State of New  York,
           October 27, 1998.                                                *
 Ex. 3.4   Certificate of Amendment of Certificate of Incorporation  filed in
           the Office of  the Secretary of  State of the  State of New  York,
           March 20, 2000.                                                  *
 Ex. 3.5   Bylaws.                                                          *
 Ex. 3.6   Certificate  of  Amendment  of  the  Certificate  of Incorporation
           dated March 30, 2001, filed April 4, 2001.                     ***
 Ex. 4.1   Form of letter describing employee stock option plan.            *
 Ex. 4.2   Letter agreement dated November  29, 1999, providing for  issuance
           of preferred  stock of  Espo's to  Nations Corp.  in exchange  for
           common stock of uniView Technologies  Corp.  This preferred  stock
           has not yet actually been issued.                                *
 Ex. 4.3   Letter agreement dated December  27, 1999, providing for  issuance
           of preferred stock of  Espo's to CMLP  Group Ltd. and  Winterstone
           Management Inc.,  in  exchange for  Series  A preferred  stock  of
           Performance Interconnect Corp.  This  preferred stock has not  yet
           actually been issued.                                            *
 Ex. 4.4   Letter Agreement dated October 9, 1998, providing for issuance  of
           preferred  stock  of   Performance  Interconnect  Corporation   in
           exchange for its promissory notes.                               *
 Ex. 4.5   Warrant dated as of October 22, 1997, authorizing the purchase  of
           4,000,000 shares of common stock of Performance Interconnect Corp.
           at $0.50 per share.                                              *
 Ex. 4.6   Letter  dated  February  24,  2000,  addressed  to  Travis  Wolff,
           describing commitment to fund capital requirements of  Performance
           Interconnect Corp. through November 30, 2000.                    *
 Ex. 4.7   Promissory Note  dated  June 7,  1999,  in the  principal  sum  of
           $75,000.00, by  Performance Interconnect  Corp.  in favor  of  Gay
           Rowe.                                                            *
 Ex. 4.8   Promissory Note  dated  May  1, 1999,  in  the  principal  sum  of
           $200,000.00, by  Performance Interconnect  Corp. in  favor of  Gay
           Rowe.                                                            *
 Ex. 4.9   Promissory Note dated  August 31, 1997,  in the  principal sum  of
           $50,000.00,  by  Varga Investments, Inc., in favor of Ed Stefanko.
           (Varga  Investments  was  a  limited partnership formed to acquire
           I-Con Industries.)                                               *
 Ex. 4.10  Security Agreement  dated  August  31, 1997,  by  and  between  Ed
           Stefanko,  Secured  Party, and  Varga  Investments,  Inc., Debtor.
           (Varga Investments was a limited partnership formed to acquire  I-
           Con Industries.)                                                 *
 Ex. 4.11  Letter  agreement   dated  October   15,  1999,   by   Winterstone
           Management, Inc., and Performance Interconnect Corp.             *
 Ex. 4.12  Promissory Note dated October  15, 1999, in  the principal sum  of
           $619,477.88, by Performance Interconnect Corp. in favor of Nations
           Investment Corp., Ltd.                                           *
 Ex. 4.13  Promissory Note dated October  15, 1999, in  the principal sum  of
           $594,777.69, by Performance Interconnect Corp. in favor of Nations
           Investment Corp.                                                 *
 Ex. 4.14  Security Agreement dated June 30, 1999, by Winterstone  Management
           Inc and Performance Interconnect  Corp.                          *
 Ex. 4.15  Note  dated  September   30,  1999,  in   the  principal  sum   of
           $250,000.00, by  Winterstone Management,  Inc., in  favor of  Zion
           Capital, Inc.                                                    *
 Ex. 4.16  Secured Promissory Note  dated August 12,  1998, in the  principal
           sum of $131,570.00, by Performance Interconnect Corp. in favor  of
           FINOVA Capital Corporation.                                      *
 Ex. 4.17  Secured Promissory Note  dated August 12,  1998, in the  principal
           sum of $318,430.00, by Performance Interconnect Corp. in favor  of
           FINOVA Capital Corporation.                                      *
 Ex. 4.18  Loan and  Security  Agreement dated  as  of August  12,  1998,  by
           Performance  Interconnect  Corp.  in   favor  of  FINOVA   Capital
           Corporation.                                                     *
 Ex. 4.19  Loan and Security Agreement dated March  25, 1999, by and  between
           PC Dynamics of Texas, Inc., and FINOVA Capital Corporation.      *
 Ex. 4.20  Loan Schedule dated March 25, 1999, by PC Dynamics of Texas, Inc.,
           and FINOVA Capital Corporation.                                  *
 Ex. 4.21  Subordination and Standstill Agreement dated March 25, 1999, among
           FINOVA Capital  Corporation,  M-Wave,  Inc., and  PC  Dynamics  of
           Texas, Inc.                                                      *
 Ex. 4.22  Environmental Certificate  and  Indemnity Agreement  dated  as  of
           March 25, 1999, by PC Dynamics of Texas, Inc., in favor of  FINOVA
           Capital Corporation.                                             *
 Ex. 4.23  Continuing Personal Guaranty  dated March 25,  1999, by D.  Ronald
           Allen, guaranteeing  obligations of  PC Dynamics  of Texas,  Inc.,
           Borrower, to FINOVA Capital Corporation, Lender.                 *
 Ex. 4.24  Continuing Corporate Guaranty dated March 25, 1999, by  Associates
           Funding Group, Inc.,  guaranteeing obligations of  PC Dynamics  of
           Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender.    *
 Ex. 4.25  Continuing Limited Corporate Guaranty dated March 25, 1999, by  JH
           &BC, Inc., guaranteeing obligations of PC Dynamics of Texas, Inc.,
           Borrower, to FINOVA Capital Corporation, Lender.                 *
 Ex. 4.26  Continuing Corporate Guaranty dated March 25, 1999, by Performance
           Interconnect Corporation, guaranteeing obligations of PC  Dynamics
           of Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender. *
 Ex. 4.27  Continuing Corporate Guaranty dated March 25, 1999, by Winterstone
           Management, Inc.,   guaranteeing  obligations  of PC  Dynamics  of
           Texas, Inc., Borrower, to FINOVA Capital Corporation, Lender.    *
 Ex. 4.28  Secured Promissory Note dated  March 25, 1999,  by PC Dynamics  of
           Texas, Inc., in favor of FINOVA Capital Corporation.             *
 Ex. 4.29  Amended and Restated  Purchase &  Sale Agreement  dated March  31,
           1998, by  I-Con  Industries, Inc.,  and  Performance  Interconnect
           Corp., Sellers, in favor of USA Funding, Inc., Purchaser.  This is
           a sale of accounts receivable.                                   *
 Ex. 4.30  Description of Series D Preferred Stock                         **
 Ex. 10.1  Letter  dated  June 2, 1999,  by  Performance Interconnect Inc. to
           M-Wave Inc.                                                      *
 Ex. 10.2  Lease of  upgrade Mark  V Bearing  Spindle Drill,  S/N 128,  dated
           11/12/97, by  Excellon  Automation  Co. in  favor  of  Winterstone
           Management, Inc. and I-Con Industries, Inc.                      *
 Ex. 10.3  Equipment Lease  Agreement dated  5/15/98 by  Excellon  Automation
           Co., in favor of Performance Interconnect, Inc.                  *
 Ex. 10.4  Guaranty by D. Ronald Allen of amounts set forth in Excellon Lease
           Agreement dated May 15, 1998.                                    *
 Ex. 10.5  Agreement dated  as  of  March  15,  1999,  between  PC  Dynamics,
           Corporation, and PC Dynamics of Texas, Inc.                      *
 Ex. 10.6  Guaranty dated as of March 15,  1999, by D. Ronald Allen in  favor
           of PC Dynamics Corporation.                                      *
 Ex. 10.7  Guaranty dated as of March  15, 1999, by Performance  Interconnect
           Corp. in favor of PC Dynamics Corporation.                       *
 Ex. 10.8  Assumption of Liabilities dated March 15, 1999,  by PC Dynamics of
           Texas, Inc., in favor of PC Dynamics Corporation.                *
 Ex. 10.9  Royalty Agreement  dated  March  15,  1999,  between  PC  Dynamics
           Corporation and PC Dynamics of Texas, Inc.                       *
 Ex. 10.10 Promissory Note  dated March  15, 1999,  in the  principal sum  of
           $773,479.00 by PC Dynamics of Texas, Inc., in favor of PC Dynamics
           Corporation.                                                     *
 Ex. 10.11 Lease dated  as of  March 25,  1999, by  PC Dynamics  Corporation,
           Landlord, and PC Dynamics of Texas, Inc., Tenant.                *
 Ex. 10.12 Promissory Note  dated March  15, 1999,  in the  principal sum  of
           $293,025.00 by PC Dynamics of Texas, Inc., in favor of PC Dynamics
           Corporation.                                                     *
 Ex. 10.13 Letter dated May 27, 1999, by Joseph A. Turek on behalf of  M-Wave
           (parent company  of  PC  Dynamics Corporation)  on  Poly  Circuits
           letterhead to Ron Allen (on behalf of Performance Interconnect.  *
 Ex. 21    Subsidiaries of the Company

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



                                  SIGNATURES

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

                                        Integrated Performance Systems Inc.

 Date: April 22, 2002                   By: /s/ D. Ronald Allen
                                            --------------------------
                                            D. Ronald Allen, President