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 March 1, 2002, to May 31, 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: 6,939,948 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. (Formerly ESPO's Inc.)
                          Consolidated Balance Sheets

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

                                                      May 31         May 31
                                                  -------------   ------------
                                                       2002           2001
                                                  -------------   ------------
 ASSETS                                            (Unaudited)    (Unaudited)
 Current assets:
 Cash                                            $          824  $       1,761
  Trade accounts receivable, net                        874,316      1,001,907
  Other receivables                                      59,266          5,623
  Inventory                                             625,508      1,092,711
  Prepaid expenses                                        8,843         55,489
                                                  -------------   ------------
          Total current assets                        1,568,757      2,157,491
                                                  -------------   ------------
 Property and equipment, net of depreciation          1,599,955      2,207,971
                                                  -------------   ------------
 Other assets:
  Goodwill, net of amortization                               -        518,951
  Loan origination fees, net of amortization              9,508              -
  Deposits                                               44,399              -
                                                  -------------   ------------
                                                         53,907        518,951
                                                  -------------   ------------
         Total assets                            $    3,222,619  $   4,884,413
                                                  =============   ============

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
 Bank overdraft                                  $       94,868  $           -
 Short-term borrowings                                1,790,798      1,575,204
  Current maturities of long-term debt                        -        879,779
  Royalty payable                                             -        375,000
  Line of credit - related party                        121,782        946,195
  Note payable - related party                                -        229,272
  Accounts payable                                      441,236      1,205,080
  Accrued expenses                                      649,770      1,019,246
                                                  -------------   ------------
          Total current liabilities                   3,098,454      6,229,776
                                                  -------------   ------------
 Noncurrent liabilities:
 Long-term debt, net of current maturities               80,000        383,897
                                                  -------------   ------------

 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, 14,850  issued and
   outstanding; $14,850,000 liquidation value               149             73
 Series D - 4% cumulative dividends; 5,000
   convertible shares authorized, 611 issued
   and outstanding; $1,222,000 liquidation value              6              6
 Additional paid-in capital, preferred stock         10,591,319      6,073,311
 Common stock; par value $0.01; 25,000,000
   shares authorized, 18,939,948 shares issued,
   6,939,948 shares outstanding                          69,399         60,135
 Additional paid-in capital, common stock               988,314        444,091
 Treasury stock; 12,000,000 shares                            -              -
 Accumulated deficit                                (11,605,060)    (8,306,914)
                                                  -------------   ------------
         Total stockholders' equity (deficit)            44,165     (1,729,260)
                                                  -------------   ------------
         Total liabilities and stockholders'
           equity (deficit)                      $    3,222,619  $   4,884,413
                                                  =============   ============

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

<PAGE>
<TABLE>

          INTEGRATED PERFORMANCE SYSTEMS, INC. (Formerly ESPO's Inc.)
                      Consolidated Statements of Operations
 ------------------------------------------------------------------------------------------------

                                        Three           Three            Six               Six
                                     Months Ended    Months Ended    Months Ended    Months Ended
                                     May 31, 2002    May 31, 2001    May 31, 2002    May 31, 2001
                                      ----------      ----------      ----------      ----------
                                     (Unaudited)      (Unaudited)     (Unaudited)     (Unaudited)
  <S>                                <C>             <C>             <C>             <C>
  Net sales                          $ 1,788,722     $ 1,989,340     $ 3,232,778     $ 3,377,582

  Cost of sales                        1,563,317       2,324,659       3,099,389       3,982,695
                                      ----------      ----------      ----------      ----------
  Gross profit (loss)                    225,405        (335,319)        133,389        (605,113)
                                      ----------      ----------      ----------      ----------
  Expenses:
    General and administrative           374,590         709,127         746,358       1,209,032
    Depreciation and amortization          1,925           7,420           3,850          14,840
    Loss on disposal of equipment              -               -               -               -
                                      ----------      ----------      ----------      ----------
                                         376,515         716,547         750,208       1,223,872
                                      ----------      ----------      ----------      ----------
  Loss from operations                  (151,110)     (1,051,866)       (616,819)     (1,828,985)
                                      ----------      ----------      ----------      ----------
  Other income (expense):
    Interest expense                    (137,866)       (163,209)       (280,060)       (252,252)
    Miscellaneous income (expense)       (18,220)             75           9,510              75
                                      ----------      ----------      ----------      ----------
                                        (156,086)       (163,134)       (270,550)       (252,177)
                                      ----------      ----------      ----------      ----------
  Loss before provision
    for income taxes                    (307,196)     (1,215,000)       (887,369)     (2,081,162)

  Provision for income taxes                   -               -               -               -
                                      ----------      ----------      ----------      ----------
  Net loss                           $  (307,196)    $(1,215,000)    $  (887,369)    $(2,081,162)
                                      ==========      ==========      ==========      ==========
  Loss available to common stock     $  (771,596)    $(1,447,500)    $(1,816,169)    $(2,546,162)
                                      ==========      ==========      ==========      ==========
  Loss per share - basic             $     (0.12)    $     (0.24)    $     (0.27)    $     (0.43)
                                      ==========      ==========      ==========      ==========
  Loss per share - diluted           $     (0.12)    $     (0.24)    $     (0.27)    $     (0.43)
                                      ==========      ==========      ==========      ==========


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

                                                            Six              Six
                                                        Months Ended     Months Ended
                                                        May 31, 2002     May 31, 2001
                                                         -----------      -----------
                                                         (Unaudited)      (Unaudited)
 <S>                                                    <C>              <C>
 Cash flows from operating activities:
 Net loss                                               $   (887,369)    $ (2,081,162)
                                                         -----------      -----------
  Adjustments to reconcile net loss to net
  cash used in operating activities:
    Depreciation and amortization                            234,629          265,044
    Issuance of common stock for services                          -           85,000
    Accretion of debt discount                                57,196                -
    Loss on sale of property and equipment                     6,192                -
    Changes in operating assets and liabilities:
      (Increase) decrease in  trade accounts receivable      344,517           (3,756)
      Decrease in other receivables                          (51,427)          15,866
      Increase in inventory                                  225,777          (52,612)
      (Increase) decrease in prepaid expenses                 11,967            7,002
      (Increase) decrease in other assets                      1,751           (2,689)
      Increase (decrease) in accounts payable               (101,276)          26,443
      Increase in accrued expenses                          (149,197)         327,069
                                                         -----------      -----------
   Total adjustments                                         580,129          667,367
                                                         -----------      -----------
  Net cash used in operating activities                     (307,240)      (1,413,795)
                                                         -----------      -----------
  Cash flows from investing activities:
    Acquisition of property and equipment                     (3,811)         (34,812)
    Proceeds from sale of property and equipment              21,213                -
                                                         -----------      -----------
  Net cash provided by (used in) investing activities         17,402          (34,812)
                                                         -----------      -----------
  Cash flows from financing activities:
    Proceeds from sale of stock                              354,130          557,000
    Return of capital                                        (17,501)        (465,000)
    Proceeds from notes payable and short-term borrowings  1,092,018        3,726,786
    Payments on notes payable and short-term borrowings   (1,175,673)      (3,577,825)
    Proceeds from long-term debt                                 462           30,000
    Payments on long-term debt                                     -           (2,140)
    Proceeds from line of credit - related party                   -        1,175,197
    Payments on line of credit - related party              (111,036)        (236,602)
    Proceeds from note payable - related party                     -          229,271
                                                         -----------      -----------
  Net cash provided by financing activities                  237,268        1,436,687
                                                         -----------      -----------
  Increase (decrease) in cash                                (52,570)         (11,920)

  Cash, beginning of period                                   53,394           13,681
                                                         -----------      -----------
  Cash, end of period                                   $        824     $      1,761
                                                         ===========      ===========

  Supplemental cashflow information:

  Interest paid                                         $    280,060     $    252,252
                                                         -----------      -----------


        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
                           May 31, 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:

                                  May 31,          May 31,
                                  2002              2001
                               (Unaudited)       (Unaudited)
                             --------------     -------------
    Finished goods          $             -    $            -
    Work in progress                226,376           690,537
    Raw materials                   399,132           402,154
                             --------------     -------------
    Total inventory         $       625,508    $    1,092,711
                             ==============     =============


 CASH FLOW INFORMATION

 Non cash transactions

 At May 31, 2002, dividends of approximately $113,575 were included in
 accrued expenses.

 During the quarter ended May 31, 2002, the Company issued 2775 shares of
 Series C preferred stock to a related party for its agreement to pay up to
 $2,040,000 of liabilities of a previously owned subsidiary and conversion of
 $1,107,000 of dividends it was currently due.

 The Company issued 12,000,000 shares of the Company's restricted common
 stock to a wholly owned subsidiary.  The shares are anticipated to be issued
 as collateral for debt financing arrangements the Company is currently
 negotiating.


 SALE OF SUBSIDIARY

 During the quarter ended May 31, 2002, the Company structured the sale of
 one of the subsidiaries, PC Dynamics of Texas, Inc. (PCD) to WI Technologies,
 Inc. (WIT) a corporation owned by the Company's Chief Executive Officer and
 Chairman of the Board of Directors. Prior to the sale of PCD, all operational
 assets and certain liabilities were transferred to North Texas PCD, Inc., a
 wholly owned subsidiary of the Company.  Therefore, at the time of sale
 there was approximately $2,040,000 of liabilities and no assets in PCD.  To
 facilitate the sale, another corporation related through common management
 agreed to pay those liabilities PCD was unable to settle or discharge and for
 doing so was granted 2,000 shares of Series C Preferred Stock.  The Company
 also converted preferred dividends of approximately $1,107,000 (payable to
 the corporation related through common management) into 775 shares of Series
 C Preferred Stock.


 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
 May 31, 2002 and May 31, 2001, the weighted average number of shares
 outstanding was 6,650,132 and 5,989,011, 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 May 31, 2002 and May 31, 2001, the weighted average number
 of shares outstanding were 6,650,132 and 6,518,443, respectively. For the
 period ended

 May 31, 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.


 CONTINUED OPERATIONS

 The Company 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.



 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 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 May 31, 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 May 31, 2002.

 Results of Operations

        Revenues    Sales  for  the  six  months  ended  May  31,  2002  were
 $3,232,778, a decrease of 4.29% over sales of $3,377,582 for the comparable
 period in 2001.  Sales for the quarter ended May 31, 2002 were $1,788,722,
 a decrease of 10.08% from sales of $1,989,340 for the comparable period
 in 2001.  The decrease in sales for the quarter can be attributed to the
 aftermath of September 11 and a slow growth in the economy.  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)   Gross profits for the six months ended May 31,
 2002 was $133,389, versus a gross loss of $605,113 in the same period last
 year.  For the quarter ended May 31, 2002, the gross profit was $225,405
 compared to a gross loss of $335,319 in the same quarter of 2001.  The
 increase in gross profit is attributed to the fact that production 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 May 31, 2002, operating
 expenses were $376,515 compared to $716,547 for the comparable quarter of
 2001.  For the six-month periods, expenses were $750,208 for 2002 versus
 $1,233,872 for 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 May 31, 2002, net
 other expense was $156,086 compared to $163,134 for the comparable quarter
 of 2001. For the six-month period, expenses were $270,550 for 2002 versus
 $252,177 for 2001.  These amounts reflect varying debt levels at the Company
 during the respective periods and other miscellaneous income and expense
 items.

        Liquidity and Cash Resources  For the six months ended May 31, 2002
 the company reported a net loss of $887,369, as compared to the net loss of
 $2,081,162 for the comparable period in 2001.  For the quarter ended May 31,
 2002, The Company reported a net loss of $307,196, as compared to the net
 loss of $1,215,000 reported for the comparable period in 2001.  The decrease
 in net loss is primarily the result of the reductions of operating expenses,
 as discussed above.  The Company expects a continued decrease in the net
 losses for the remainder of its year ended November 30, 2002 when compared
 with similar periods of 2001. The Company does not expect to show a net
 profit in 2002.

        Cash resources of $307,240, were used for operations for the quarter
 ended May 31, 2002, with proceeds from the sale of property and equipment
 being $17,402, netting a total usage of $289,838.  The prior year amounts
 are  $1,413,795  from  operations,  and  $34,812  for  investment,  totaling
 $1,448,607.  During the current fiscal year these needs were met primarily
 through issuance of preferred and common 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 May 31, 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,
 continued operations 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.


<PAGE>


                          PART II - OTHER INFORMATION

 Item 5.  Other Information - Sale of Common Stock Pursuant to Regulation S

       During the Quarter ended May 31, 2002, the Company sold 660,460
 shares of its common stock outside of the United States pursuant to SEC
 Regulation S.



<PAGE>

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