Exhibit 31.2


             Certification of Chief Financial Officer pursuant to
  Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934,
     as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


      I, Brad J. Peters, certify that:

 1. I  have reviewed  this quarterly report  on Form  10-QSB/A of  Integrated
 Performance Systems, Inc. ("IPS");

 2. Based on my knowledge, this quarterly report does not contain any  untrue
 statement of a material fact or omit  to state a material fact necessary  to
 make the statements  made, in light  of the circumstances  under which  such
 statements were made, not misleading with  respect to the period covered  by
 this quarterly report;

 3. Based  on my  knowledge, the  financial statements,  and other  financial
 information included  in  this  quarterly  report,  fairly  present  in  all
 material respects the  financial condition, results  of operations and  cash
 flows of  the registrant  as of,  and  for, the  periods presented  in  this
 quarterly report;

 4. The  registrant's other  certifying  officer and  I are  responsible  for
 establishing and maintaining disclosure controls and procedures (as  defined
 in Exchange Act  Rules 13a-15(e) and  15d-15(e)) and  internal control  over
 financial reporting (as  defined in Exchange  Act Rules  13a-15(f) and  15d-
 15(f)) for IPS and have:

      (a) Designed such disclosure controls  and procedures,  or caused  such
      disclosure  controls   and  procedures   to  be   designed  under   our
      supervision, to  ensure  that  material  information  relating  to  the
      registrant, including its consolidated  subsidiaries, is made known  to
      us by others within those entities,  particularly during the period  in
      which this quarterly report is being prepared;

      (b) Evaluated  the  effectiveness  of  IPS's  disclosure  controls  and
      procedures and presented in this quarterly report our conclusions about
      the effectiveness of the disclosure controls and procedures, as of  the
      end of the period covered by this report based on such evaluation; and

      (c) Disclosed  in this  quarterly report  any change  in IPS's internal
      control over financial reporting that occurred during IPS's most recent
      fiscal quarter that has materially affected, or is reasonably likely to
      materially affect, IPS's internal control over financial reporting; and

 5. IPS's  other certifying officer and I have  disclosed, based on our  most
 recent evaluation  of  internal control  over  financial reporting,  to  the
 registrant's auditors  and  the audit  committee  of registrant's  board  of
 directors (or persons performing the equivalent function):

      (a) All significant deficiencies in the design or operation of internal
      control over  financial reporting  which could  adversely affect  IPS's
      ability to record, process, summarize and report financial information;
      and

      (b) Any  fraud, whether  or not  material, that  involves management or
      other employees who have a significant  role in IPS's internal  control
      over financial reporting,


 Date: February 1, 2006          /s/ BRAD J. PETERS
                                 -------------------------------------
                                 Brad J. Peters
                                 Chief Financial Officer