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 June 1, 2003 to August 31, 2003
               Commission file number 0-30794

                     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: 13,665,449 shares (There
 is only one class of common.)

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


<PAGE>

                     PART 1 - FINANCIAL INFORMATION

 Item 1.  Financial Statements


                      INTEGRATED PERFORMANCE SYSTEMS, INC.
                           Consolidated Balance Sheets

 ============================================================================

                                                   August 31,    November 30,
                                                      2003           2002
                                                  ------------   ------------
                                                  (Unaudited)
 ASSETS
 Current assets:
   Cash                                          $         519  $       9,257
   Trade accounts receivable, net                      558,548      1,488,791
   Other receivables                                    55,000         42,892
   Inventory                                           448,642        669,081
   Prepaid expenses                                     27,621         33,268
                                                  ------------   ------------
      Total current assets                           1,090,330      2,243,289
                                                  ------------   ------------

 Property and equipment, net of depreciation         1,162,593      1,401,219
                                                  ------------   ------------
 Other assets:
   Investment in VoIUM Technologies, LTD             1,175,871              -
   Other                                                45,688         50,269
                                                  ------------   ------------
                                                     1,221,559         50,269
                                                  ------------   ------------
   Total assets                                  $   3,474,482  $   3,694,777
                                                  ============   ============

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Short-term borrowings                         $   1,614,446  $   2,237,364
   Current maturities of long-term debt                118,782        118,782
   Line of credit - related party                      336,340        348,388
   Accounts payable                                  1,463,665      1,099,710
   Accrued expenses                                  1,012,192      2,193,561
                                                  ------------   ------------
      Total current liabilities                      4,545,425      5,997,805
                                                  ------------   ------------
 Noncurrent liabilities:
   Long-term debt, net of current maturities           746,636        737,362
                                                  ------------   ------------
 Stockholders' 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; 10,000,000 shares authorized:
     Series A - 12% cumulative dividends;
       10,000 shares authorized, 3,607 and
       3,000 issued and outstanding;
       $3,400,000 liquidation value                         36             30
     Series B - convertible 6%; 10,000 shares
       authorized, 896 and 810 issued and
       outstanding; $870,000 liquidation value               9              8
     Series C - 12% cumulative dividends; 20,000
       shares authorized, 11,012 and 13,000
       issued and outstanding; $13,500,000
       liquidation value                                   110            129
     Series D - 4% cumulative dividends; 10,000
       convertible shares authorized, 745 and
       611 issued and outstanding; $1,250,000
       liquidation value                                     7              6
 Common stock; par value $0.01; 100,000,000
   shares authorized, 14,665,449 shares issued,
   with 13,665,449 outstanding and 7,981,354
   shares issued and outstanding                       136,654         79,813
 Additional paid-in capital                         12,147,563      9,208,513
 Stock subscription receivable                               -        (78,190)
 Accumulated deficit                               (14,101,958)   (12,250,699)
                                                  ------------   ------------
   Total stockholders' deficit                      (1,817,579)    (3,040,390)
                                                  ------------   ------------
   Total liabilities and stockholders' deficit   $   3,474,482  $   3,694,777
                                                  ============   ============

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


<PAGE>

                      INTEGRATED PERFORMANCE SYSTEMS, INC.
                      Consolidated Statements of Operations

 ============================================================================

                                Three        Three        Nine         Nine
                            Months Ended Months Ended Months Ended Months Ended
                             August 31,   August 31,   August 31,   August 31,
                                2003         2002         2003         2002
                             ----------   ----------   ----------   ----------
                             (Unaudited)  (Unaudited)  (Unaudited)  (Unaudited)

 Net sales                  $ 1,270,852  $ 1,470,640  $ 4,135,348  $ 4,703,418

 Cost of sales                1,579,395    1,023,041    4,425,895    4,122,430
                             ----------   ----------   ----------   ----------
 Gross profit (loss)           (308,543)     447,599     (290,547)     580,988

 General and administrative     386,905      432,227    1,176,089    1,182,435
                             ----------   ----------   ----------   ----------
 Income (loss) from
   operations                  (695,448)      15,372   (1,466,636)    (601,447)
                             ----------   ----------   ----------   ----------
 Other income (expense):
  Interest expense             (103,980)     (72,445)    (272,744)    (352,505)
  Equity in loss of Voium       (57,000)           -     (112,879)           -
  Miscellaneous                  55,879            3        1,000        9,513
                             ----------   ----------   ----------   ----------
                               (105,101)     (72,442)    (384,623)    (342,992)
                             ----------   ----------   ----------   ----------
 Loss before provision
   for income taxes            (800,549)     (57,070)  (1,851,259)    (944,439)

 Provision for income taxes           -            -            -            -
                             ----------   ----------   ----------   ----------
 Net loss                   $  (800,549) $   (57,070) $(1,851,259) $  (944,439)
                             ==========   ==========   ==========   ==========
 Loss available to
   common stock             $(1,239,597) $  (604,720) $(3,204,407) $(2,420,889)
                             ==========   ==========   ==========   ==========
 Loss per share - basic
   and diluted              $     (0.11) $     (0.09) $     (0.27) $     (0.37)
                             ==========   ==========   ==========   ==========
 Weighted average shares
   outstanding               11,654,981    6,611,028   11,654,981    6,611,028
                             ==========   ==========   ==========   ==========

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

<PAGE>

                      INTEGRATED PERFORMANCE SYSTEMS, INC.
                      Consolidated Statements of Cash Flows

 ============================================================================

                                                  Nine Months Ended August 31,
                                                  ----------------------------
                                                      2003           2002
                                                  ------------   ------------
                                                  (Unaudited)    (Unaudited)
 Cash flows from operating activities:
  Net loss                                       $  (1,851,259) $    (944,440)

  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation and amortization                      265,724        344,011
    Issuance of common stock for services               74,250              -
    Accretion of debt discount                               -         57,196
    Loss on sale of property and equipment                   -          6,192
    Equity loss in earnings of Voium                   112,879              -
    Changes in operating assets and liabilities:
      Trade accounts receivable                        930,243        478,872
      Inventory                                        220,439        130,885
      Other current assets                              (6,461)       (79,827)
      Other assets                                       4,581          1,019
      Accounts payable                                 363,955         36,961
      Accrued expenses                                 139,762       (219,679)
                                                  ------------   ------------
 Net cash provided by (used in)
   operating activities                                254,113       (188,810)
                                                  ------------   ------------
 Cash flows from investing activities:
  Acquisition of property and equipment                (27,098)        (8,697)
  Investment in Voium                                 (115,000)             -
  Proceeds from sale of property and equipment               -         21,213
                                                  ------------   ------------
 Net cash provided by (used in)
   investing activities                               (142,098)        12,516
                                                  ------------   ------------
 Cash flows from financing activities:
  Proceeds from sale of stock                          718,750        379,113
  Return of capital                                   (213,811)       (17,501)
  Proceeds from (payments to) factor, net             (927,100)      (106,011)
  Proceeds from long-term debt                         384,182            462
  Payments on long-term debt                           (70,726)             -
  Payments on stockholder advances, net                (12,048)      (131,357)
                                                  ------------   ------------
 Net cash provided by (used in)
   financing activities                               (120,753)       124,706
                                                  ------------   ------------
 Decrease in cash                                       (8,738)       (51,588)

 Cash, beginning of period                               9,257         53,394
                                                  ------------   ------------
 Cash, end of period                             $         519  $       1,806
                                                  ============   ============
 Supplemental cashflow information:

   Interest paid                                 $     263,117  $     298,387
                                                  ============   ============

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

<PAGE>

                     Integrated Performance Systems, Inc.
                  Notes to Consolidated Financial Statements
                         August 31, 2003 (Unaudited)


 NOTE 1 - BASIS OF PRESENTATION

 The interim financial statements and  summarized notes included herein  were
 prepared in accordance with accounting principals generally accepted in  the
 United States  of America  for interim  financial information,  pursuant  to
 rules and regulations of  the Securities and  Exchange Commission.   Because
 certain information  and  notes  normally  included  in  complete  financial
 statements prepared  in  accordance  with  accounting  principals  generally
 accepted in the United States of America were condensed or omitted  pursuant
 to such  rules  and  regulations,  it  is  suggested  that  these  financial
 statements be read in conjunction with the Consolidated Financial Statements
 and the Notes thereto, included in  IPS' Report 10KSB filed March 28,  2003.
 These interim financial statements and notes hereto reflect all  adjustments
 that are, in the  opinion of management, necessary  for a fair statement  of
 results for the interim periods presented. Such financial results should not
 be construed as necessarily indicative of future results.


 CASH FLOW INFORMATION

 Non cash transactions

 During the  nine  months  ended  August  31,  2003,  IPS  converted  accrued
 dividends totaling $2,471,691 into 1,975 shares of preferred stock.

 During the nine months ended August 31, 2002, IPS converted accounts payable
 from two vendors for approximately $685,000 to notes payable.


 LOSS PER SHARE

 Basic loss per share is calculated by dividing the loss available to  common
 stock (the numerator)  by the weighted  average number of  shares of  common
 stock outstanding during the period (the denominator).

 Diluted loss per  share adds to  the denominator those  securities that,  if
 converted, would  cause a  dilutive  effect to  the  calculation.   For  the
 quarter and nine months  ended August 31, 2003  and 2002, IPS' common  stock
 equivalents were not included in the  calculation of diluted loss per  share
 as the effect would have been anti-dilutive.


 CONTINUED OPERATIONS

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


 NOTE 2 - COMMON AND PREFERRED STOCK

 During the nine months  ended August 31, 2003,  IPS issued 55,000 shares  of
 common stock to consultants for services valued at $74,250 using the trading
 price on the date issued.

 As of November  30, 2002, IPS  had 680,832 shares  of common  stock held  by
 Telvest Communications, LLC ("Telvest"), a third party, to be sold  overseas
 under regulation S  of the Securities  and Exchange  Commission. During  the
 nine months ended August 31, 2003,  IPS issued Telvest 1,120,110  additional
 shares to be sold overseas.

 During the nine months ended August 31, 2003, Telvest sold, 1,786,595 shares
 for  approximately  $625,000,  of  which,  IPS  will  receive  approximately
 $562,000.

 As of August 31, 2003, Telvest held 12,667 shares of common stock to be sold
 overseas. These shares are not considered outstanding at August 31, 2003.

 In addition to the shares sold overseas, during the nine months ended August
 31, 2003 IPS sold  60,000 shares of common  stock for $80,000 and  collected
 approximately  $75,000  of  the  stock  subscription  receivable  that   was
 outstanding at November 30, 2002.

 On March 31,  2003, IPS  issued 700,000 shares  of common  stock to  certain
 stockholders of VoIUM  Technologies LTD ("VoIUM")  (See Note 3)  as well  as
 82,500 shares of common stock to creditors of VoIUM for settlement of  notes
 payable, in exchange for  48% of the outstanding  common stock of VoIUM.  In
 addition, IPS  issued 1,000,000  shares  of stock  to  VoIUM which  will  be
 accounted for in a manner similar to treasury stock and shown as issued  but
 not outstanding.

 Effective February 28, 2003, IPS' board of directors approved the conversion
 of 3,000 shares of  Series C preferred stock  into 3,000,000 shares of  IPS'
 common stock. The Series C preferred is owned by an entity controlled by the
 majority shareholder and Chairman of the Board of Directors.

 On January 29, 2003, IPS amended the certificate of incorporation increasing
 the number of  authorized shares of  preferred stock to  50,000 as  follows:
 Series A - 10,000,  Series B - 10,000,  Series C - 20,000  and  Series  D  -
 10,000.  In addition, the  Series A  and C  were amended  to include  voting
 rights equal to 1,000 votes per share.


 NOTE 3 - INVESTMENT IN VOIUM TECHNOLOGIES, LTD

 On March 31, 2003,  IPS finalized an  agreement to purchase  48% of a  VoIUM
 Technologies, LTD,  a Cayman  Islands  corporation, which  provides  various
 services to the  wireless data streaming  business in South  East Asia.  IPS
 issued 700,000 shares  of common  stock to  the shareholders  of the  Cayman
 Islands corporation, 82,500 shares  of common stock  to creditors of  VoIUM,
 1,000,000 shares of common stock to the Singapore corporation and  converted
 a  $115,000   receivable  from  the  Cayman  Islands  corporation  into  its
 investment in the  entity. The  investment was  valued based  on the  shares
 issued using trading price as  of March 31, 2003,  or $1.50 per share,  plus
 the conversion of a note receivable.

 The 1,000,000 shares of common stock issued to the Cayman Island Corporation
 are to be  sold outside  the United  Sates under  SEC Regulation  S for  the
 purposes of meeting working capital needs of the Singapore Corporation.

 IPS will account for  the investment under the  equity method. For the  nine
 months ended August  31, 2003,  IPS' equity  in the  net loss  of VoIUM  was
 $112,879. At August 31, 2003, IPS'  investment in VoIUM totaled  $1,175,871;
 however,  IPS'  equity  in  the  underlying  net  assets  of  VoIUM  totaled
 approximately $86,000.


 NOTE 4 - RELATED PARTY TRANSACTIONS

 Effective February 28, 2003, IPS' board of directors approved the conversion
 of 3,000 shares of  Series C preferred stock  into 3,000,000 shares of  IPS'
 common stock. The Series C preferred is owned by an entity controlled by the
 majority shareholder and Chairman of the Board of Directors.

<PAGE>

 Item 2.   Management's Discussion and  Analysis of  Financial Condition  and
 Results of Operations

      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.   ("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 three
 and nine months ended  August 31, 2003.  It  should  be read in  conjunction
 with the Consolidated  Financial Statements and  Notes thereto appearing  in
 this Form 10-QSB for the three and nine months ended August 31, 2003.

      Results of Operations

 Revenues Sales for the nine months  ended August 31, 2003 were $4,135,348  a
 decrease of 12.08%  from sales of  $4,703,418 for the  comparable period  in
 2002.   Sales for  the quarter  ended  August 31,  2003 were  $1,270,852,  a
 decrease of 13.59% from  sales of $1,470,640, for  the comparable period  in
 2002.  The decrease in sales for the quarter can be attributed to a decrease
 in customer orders  as confidence  in the  economy has  faltered during  the
 third quarter.  It is believed  that demand for the company's products  will
 begin to grow as confidence levels in the economy grow and inventory  levels
 held by our customers are depleted.

 Gross Profit/ (Loss)  Gross loss for  the nine months ended August 31,  2003
 was $290,547 versus a gross profit of $580,988 for the comparable period  of
 2002. Gross loss for the quarter ended August 31, 2003 was $308,543,  versus
 a gross profit  of $447,599 in  the same quarter  of 2002.  The decrease  in
 gross profit is attributed to a reduction in customer orders during economic
 hardship during the third quarter and  the loss of orders for the  company's
 higher margin products during this same  period. Additionally, a portion  of
 the decrease in gross  profit is the  effect of a  one time adjustment  made
 during the prior year quarter.  The negative gross margin resulted from  the
 Company maintaining  its current personnel in preparation for an increase in
 orders during the fourth quarter and into the next fiscal year.

 Operating Expenses  For the  nine months  ended August  31, 2003,  operating
 expenses were $1,176,089 compared to $1,182,435 for the comparable period of
 2002.   For  the quarter  ended  August  31, 2003  operating  expenses  were
 $386,905 compared to $432,227, for the comparable quarter of 2002.

 Other Income and  Expenses For the  nine months ended  August 31, 2003,  net
 other expense was $384,623 compared to  $342,992, for the comparable  period
 in 2002.   For the  quarter ended  August 31,  2003, net  other expense  was
 $105,101 compared to $72,442, for the same quarter of 2002.  The increase in
 expenses reflects an  increase in interest  expense for the  quarter and  an
 addition of an equity loss in its unconsolidated subsidiary.

 Liquidity and  Cash Resources  As of  August  31, 2003,  the Company  had  a
 working deficit  of approximately  $3,400,000 compared  to a  deficiency  of
 $3,800,000 at  November 30,  2002. The  Company had  a decrease  in cash  of
 $8,738 and  $51,588 for  the nine  months ended  August 31,  2003 and  2002,
 respectively. Cash resources of $254,113 were provided by operations for the
 nine months ended August 31, 2003, as  compared to $188,810 of cash used  in
 operations for the same  period in 2002. Cash  used in investing  activities
 were $142,098 for the nine months ended August 31, 2003 can cash provided by
 investing activities was $12,516 for the  same period in 2002. Cash used  in
 financing activities was $120,753 for the nine months ended August 31, 2003,
 and cash provided by financing activities  was $124,706 for the same  period
 in 2002. Our principal sources of cash  during the six month period were our
 factoring arrangement and proceeds from the sale of common stock overseas.

 The Company continues  to incur significant  losses from  operations and  is
 currently seeking a joint  venture  arrangement  to help  reduce  the  large
 overhead burden.  In addition,  the Company  will  continue to  raise  funds
 through sales of common stock overseas.

      Discussion of Critical Accounting Policies

 The preparation of financial statements in conformity with GAAP requires  us
 to make estimates  and assumptions in  determining the  reported amounts  of
 assets and liabilities and disclosure  of contingent assets and  liabilities
 at the date of the financial statements and the reported amounts of revenues
 and expenses during the reporting period. The significant estimates made  by
 us in the accompanying financial statements relate to reserves for  accounts
 receivable collectibility  and inventory  valuations. Actual  results  could
 differ from those estimates.

 Critical accounting policies are those that  are both most important to  the
 portrayal of a company's financial position  and results of operations,  and
 require management's subjective or complex judgments. Below is a  discussion
 of what we believe are our critical accounting policies.

 Revenue Recognition: We recognize revenues when the products are shipped. At
 that time an agreement is in place, price is fixed, title for product passes
 to the customer, and collecitibility is reasonably assured.

 Allowance for Doubtful  Accounts: Provisions to  the allowance for  doubtful
 accounts  are  made  monthly  and  adjustments  are  made  periodically  (as
 circumstances warrant) based  upon the expected  collectibility of all  such
 accounts.

 Inventory:  Inventory  consists  principally  of  finished  goods  and   raw
 materials and is priced  at lower of cost  or market, cost being  determined
 using both the first-in and first  out (FIFO) method. Reserves are  provided
 against inventory for  estimated obsolescence based  upon the  aging of  the
 inventory and market trends.

<PAGE>

                     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. 3.7  Certificate of Amendment of the Certificate of Incorporation dated
            January 29, 2003, filed in the Office of the State of New York
            Department of State, February 10, 2003.                      ****
 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.                      *
 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.                                  *
 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. 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                                      *
 Ex. 31.1  Certification of Chief Executive Officer and Principal
             Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
             of the Securities and Exchange Act of 1934, as adopted
             pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *****
 Ex. 31.2  Certification of Secretary pursuant to Rule 13a-14(a) or
             15d-14(a) of the Securities and Exchange Act of 1934,
             as adopted pursuant to Section 302 of the Sarbanes-Oxley
             Act of 2002.                                               *****
 Ex. 32    Certification of Chief Executive Officer and Principal
             Financial Officer pursuant to 18 U.S.C. Section 1350, as
             adopted pursuant to Section 906 of the Sarbanes-Oxley
             Act of 2002.                                               *****

       *    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.
       **** 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 21, 2003.
      ***** Filed herewith.

<PAGE>

                               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: October 30, 2003        By:  /s/ D. Ronald Allen
                               ----------------------------------------------
                                    D. Ronald Allen,  Chief Financial Officer
                                    (Chairman of the Board and Duly
                                    Authorized Officer)