EXHIBIT 31.2


             CERTIFICATION OF BRAD J. PETERS, VICE PRESIDENT AND
          CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14(a) UNDER
                     THE SECURITIES EXCHANGE ACT OF 1934

      I, Brad J. Peters, certify that:

      1.  I have reviewed this Quarterly Report on Form 10-QSB of Integrated
 Performance Systems, Inc.;

      2.  Based on my knowledge, this 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 report;

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

      4.  The small business issuer's other certifying officer(s) 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)) for
 the small business issuer 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 small
      business issuer, including its consolidated subsidiaries, is made known
      to us by others within those entities, particularly during the period
      in which this report is being prepared;

           b)  evaluated the effectiveness of the small business issuer's
      disclosure controls and procedures and presented in this 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 report any change in the small business
      issuer's internal control over financial reporting that occurred during
      the small business issuer's most recent fiscal quarter (the small
      business issuer's fourth fiscal quarter in the case of an annual
      report) that has materially affected, or is reasonably likely to
      materially affect, the small business issuer's internal control over
      financial reporting; and

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

           a)  all significant deficiencies and material weaknesses in the
      design or operation of internal control over financial reporting which
      are reasonably likely to adversely affect the small business issuer'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 the small business
      issuer's internal control over financial reporting.

 Date:  April 27, 2005

                               /s/  BRAD J. PETERS
                               ----------------------------
                                    Brad J. Peters
                                    Chief Financial Officer