UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                                 FORM 10-QSB

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

               For the quarterly period ended April 30, 2006

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

         For the transition period from _______________ to _______________

                      Commission File Number: 000-30794


                     INTEGRATED PERFORMANCE SYSTEMS, INC.
      -----------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)

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

     901 Hensley Lane   Wylie, Texas                      75098
 ----------------------------------------               ----------
 (Address of principal executive offices)               (Zip Code)

                  Issuer's telephone number: (214) 291-1427

      Indicate by check  mark whether the  registrant (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 [ ]

      Check whether the issuer is a  shell company (as defined in Rule  12b-2
 of the Exchange Act).  Yes [ ]  No [X]

      At June 1, 2006 there were  61,152,194  shares of  the issuer's  common
 shares outstanding.

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

<PAGE>


                                GENERAL INDEX

                                                                    Page
                                                                   Number
 ----------------------------------------------------------------------------

                        PART I - FINANCIAL INFORMATION

 ITEM 1.   FINANCIAL STATEMENTS..................................     3

 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR
           PLAN OF OPERATION.....................................    13

 ITEM 3.   CONTROLS AND PROCEDURES...............................    15


                         PART II - OTHER INFORMATION

 ITEM 1.   LEGAL PROCEEDINGS.....................................    15

 ITEM 5.   OTHER INFORMATION.....................................    16

 ITEM 6.   EXHIBITS..............................................    16

 SIGNATURES......................................................    18

<PAGE>

            INTEGRATED PERFORMANCE SYSTEMS, INC. AND SUBSIDIARIES
                     Condensed Consolidated Balance Sheet
                                 (Unaudited)

                                                               April 30,
                                                                 2006
                                                             ------------
         ASSETS

 Current assets:
   Cash                                                     $   1,769,808
   Trade accounts receivable, net of allowance
     for doubtful accounts of $26,009                           4,992,711
   Prepaid expenses and other                                     302,919
   Inventory                                                    1,850,275
   Deferred income tax asset                                      166,092
                                                             ------------
         Total current assets                                   9,081,805

 Property and equipment, net                                    1,560,299

 Other assets:
   Goodwill                                                     8,275,034
   Customer base, net                                           3,568,488
                                                             ------------
                                                               11,843,522
                                                             ------------
         Total assets                                       $  22,485,626
                                                             ============

         LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
   Accounts payable                                         $   2,862,731
   Accrued expenses (including $28,000 interest
     to related party)                                            767,402
   Income tax payable                                             198,176
   Notes payable, current portion                                 389,878
                                                             ------------
         Total current liabilities                              4,218,187

 Noncurrent liabilities:
   Long-term debt, net of current maturities                    1,659,197
   Note payable to related party                                4,200,000
   Deferred income tax liability                                1,585,633
                                                             ------------
         Total long-term liabilities                            7,444,830

 Stockholders' equity:
   Preferred stock; par value $0.01; 10,000,000
     shares authorized
     Series F Convertible; 300,000 shares authorized,
     193,829 shares issued and outstanding                          1,938
   Common stock; par value  $0.01; 100,000,000 shares
     authorized; 61,152,194 shares issued and outstanding         611,522
  Additional paid-in capital                                   17,839,618
  Accumulated deficit                                          (7,630,469)
                                                             ------------
         Total stockholders' equity                            10,822,609
                                                             ------------
         Total liabilities and stockholders' equity         $  22,485,626
                                                             ============

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

<PAGE>

            INTEGRATED PERFORMANCE SYSTEMS, INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Operations
                                 (Unaudited)


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

                               Three        Three        Nine         Nine
                           Months Ended Months Ended Months Ended Months Ended
                             April 30,    April 30,    April 30,    April 30,
                               2006         2005         2006          2005
                            -----------  -----------  -----------  -----------

 Net sales                  $ 8,880,509  $ 8,615,431  $26,017,314  $22,972,424

 Cost of sales                7,050,860    6,859,260   20,885,985   19,055,236
                             ----------   ----------   ----------   ----------
 Gross profit                 1,829,649    1,756,171    5,131,329    3,917,188
                             ----------   ----------   ----------   ----------

 Expenses:
 Selling, general and
   administrative expenses    1,293,535    1,350,710    3,678,648   10,743,008
 Amortization of customer
   base                         135,513      135,513      406,537      225,854
                             ----------   ----------   ----------   ----------
                              1,429,048    1,486,223    4,085,185   10,968,862
                             ----------   ----------   ----------   ----------
 Income (loss) from
   operations                   400,601      269,948    1,046,144   (7,051,674)
                             ----------   ----------   ----------   ----------
 Other income (expense):
 Interest expense               (35,666)     (62,978)     (98,746)    (143,012)
 Interest expense -
   related party                (83,067)     (80,000)    (254,800)  (4,333,333)
 Interest income                  3,469           70        4,995          226
 Gain (loss) on
   extinguishment of debt             -            -        2,510            -
 Other income (expense)          42,177        6,700       76,643       21,685
                             ----------   ----------   ----------   ----------
                                (73,087)    (136,208)    (269,398)  (4,454,434)
                             ----------   ----------   ----------   ----------
 Income (loss) before
  provision for income taxes    327,514      133,740      776,746  (11,506,108)

 Provision for income taxes     127,431       39,293      284,057      110,566
                             ----------   ----------   ----------  -----------
 Net income (loss)          $   200,083  $    94,447  $   492,689 $(11,616,674)
                             ==========   ==========   ==========  ===========

 Net income (loss) per share
   Basic                    $       .00  $       .00  $       .01  $      (.35)
                             ==========   ==========   ==========   ==========
   Diluted                  $       .00  $       .00  $       .00  $      (.35)
                             ==========   ==========   ==========   ==========

 Weighted average common
 shares
   Basic                     61,152,194   58,209,972   61,152,194   33,399,660
                            ===========  ===========  ===========   ==========
   Diluted                  282,981,194  282,438,972  282,981,194   33,399,660
                            ===========  ===========  ===========   ==========


  The accompanying notes are an integral part of these condensed consolidated
                            financial statements

<PAGE>

            INTEGRATED PERFORMANCE SYSTEMS, INC. AND SUBSIDIARIES
               Condensed Consolidated Statements of Cash Flows
                                 (Unaudited)

                                                  Nine Months Ended April 30,
                                                  ---------------------------
                                                      2006           2005
                                                  ------------   ------------
 Cash flows from operating activities:
 Net income (loss)                               $     492,689  $ (11,616,674)
   Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
     Depreciation and amortization                     818,363        808,663
     Stock based compensation                                -      7,689,000
     Non-cash interest expense
       from beneficial conversion feature                    -      4,200,000
     Deferred tax expense                                2,292         58,613
     Disposal of property and equipment                 98,250              -
     Changes in operating assets and liabilities:
       Trade accounts receivable                      (868,610)      (641,351)
       Inventory                                       230,155        (79,173)
       Other receivables                                20,957         (7,311)
       Prepaid expenses and other                     (227,576)       (50,387)
       Income tax payable                              930,194              -
       Accounts payable                                346,606        565,455
       Accrued expenses                                 (8,277)       362,773
                                                  ------------   ------------
    Net cash provided by operating activities        1,835,043      1,289,608
                                                  ------------   ------------

 Cash flows from investing activities:
   Merger costs                                              -       (209,805)
   Cash acquired through merger.                             -         78,763
   Acquisition of property and equipment              (148,379)      (199,451)
                                                  ------------   ------------
    Net cash used in investing activities             (148,379)      (330,493)
                                                  ------------   ------------

 Cash flows from financing activities:
   Net borrowings (payments) on line of credit      (1,455,560)       945,560
   Payments on long-term debt                         (530,563)      (967,191)
   Interest paid to related party                     (453,599)             -
   Borrowing on new term note                        2,250,000              -
   Collections on advances to related parties                -         37,972
                                                  ------------   ------------
    Net cash provided (used) by financing
      activities                                      (189,722)        16,341
                                                  ------------   ------------
 Net increase in cash                                1,496,942        975,456
 Cash, beginning of period                             272,866        218,000
                                                  ------------   ------------
 Cash, end of period                             $   1,769,808  $   1,193,456
                                                  ============   ============

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

<PAGE>

            Integrated Performance Systems, Inc. and Subsidiaries
         Notes to Interim Condensed Consolidated Financial Statements
                                April 30, 2006
                                 (Unaudited)

 NOTE 1 - BASIS OF PRESENTATION

 UNAUDITED FINANCIAL INFORMATION

 The unaudited condensed consolidated financial statements have been prepared
 by Integrated Performance Systems, Inc. and its subsidiaries (the  "Company"
 or "IPS"),  pursuant to  the rules and regulations  of  the  Securities  and
 Exchange  Commission  and  reflect  all  adjustments  consisting  of  normal
 recurring entries, which, in  the opinion of the  Company, are necessary  to
 present fairly the results for the  interim periods.  Results of  operations
 for the periods presented are not  necessarily indicative of the results  to
 be expected for the year ending July 31, 2006.

 These financial statements should be read in conjunction with the  financial
 statements and notes  thereto contained in  the Company's  annual report  on
 Form 10-KSB for the year ended July 31, 2005, filed on January 5, 2006.


 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 Inventory
 ---------

 Inventory consists of finished goods, work in process and raw materials  and
 is  priced  at  lower  of  cost  or  market  (determined product  by product
 based on  management's knowledge of current market conditions  and  existing
 sales  levels).  Cost of raw materials  is  determined on a weighted average
 basis;  cost  of  work  in process  and finished  goods is  determined using
 specific identification.  A valuation  allowance is established and adjusted
 periodically to provide for estimated obsolescence  based upon the aging  of
 inventory  and  market trends.  At  April 30, 2006, inventory  consisted  of
 $865,540 in raw  materials, $618,345  in work  in process,  and  $366,390 in
 finished goods.

 In November 2004  the Financial Accounting  Standards Board ("FASB")  issued
 Statement of  Financial Accounting  Standards No.  151, "Inventory  Costs-an
 amendment of ARB  No. 43,  Chapter 4"  ("SFAS 151").   SFAS  151 amends  the
 guidance in  ARB No.  43, Chapter  4, "Inventory  Pricing," to  clarify  the
 accounting for abnormal amounts of idle facility expense, freight,  handling
 costs and wasted material (spoilage).  Among other provisions, the new  rule
 requires that  items  such as  idle  facility expense,  excessive  spoilage,
 double freight and rehandling costs be recognized as current-period  charges
 regardless of whether they meet the criterion of "so abnormal" as stated  in
 ARB No. 43.   Additionally, SFAS 151 requires  that the allocation of  fixed
 production overheads  to the  costs of  conversion be  based on  the  normal
 capacity of the  production facilities.  SFAS 151  is  effective for  fiscal
 years beginning  after June  15, 2005.  As of  August 1,  2005, the  Company
 adopted SFAS  151.  The adoption  did  not have  a  material impact  on  the
 Company's consolidated financial condition and results of operations.

 Revenue Recognition
 -------------------

 The Company generates revenue from custom built printed circuit boards, made
 to order using engineering and designs provided by the customer.  All orders
 are  manufactured to  specific industry  standards.  The Company  recognizes
 revenues when persuasive evidence of a  sales arrangement exists, the  sales
 terms are fixed and determinable, title  and risk of loss have  transferred,
 and collectibility  is  reasonably  assured,  generally  when  products  are
 shipped to the customer.

 The Company does not give rebates to any of its customers.  The Company does
 not have customer acceptance provisions; the Company does, however,  provide
 customers a limited  right of return  for defective  products.  Because  all
 orders are manufactured to specific industry standards and are  electrically
 tested to insure compliance with such  standards prior to shipment,  returns
 have  historically  been  minimal  and  the  amount  of  returns  has   been
 immaterial.


 Stock Based Employee Compensation
 ---------------------------------

 The  Company  accounts  for  employee  stock  options  in  accordance   with
 Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued  to
 Employees"   ("APB   25")   and   Financial   Accounting   Standards   Board
 Interpretation No. 44, "Accounting for Certain Transactions Involving  Stock
 Compensation - an interpretation of APB Opinion No. 25."   Under APB 25, the
 Company recognizes no compensation expense  related to employee or  director
 stock options when options are granted with exercise prices at, or in excess
 of, the fair value of the stock on the date of grant.

 The  Company  has  adopted  the  disclosure-only  provisions   of  Statement
 of  Financial  Accounting  Standards  No.  123,  "Accounting for Stock-Based
 Compensation" ("SFAS 123") and  Statement of Financial Accounting  Standards
 No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure-
 an amendment of FASB Statement No. 123".  Under the provisions of SFAS  123,
 compensation expense is recognized based on the fair value of options on the
 grant date.

 The following  table illustrates  the effect  on net  income (loss)  if  the
 Company had applied  the fair  value recognition  provision of  SFAS 123  to
 stock based employee compensation.

                           For the Three Months         For the Nine Months
                              Ended April 30,             Ended April 30,
                            -------------------        ---------------------
                              2006       2005            2006         2005
                            --------   --------        --------     --------

 Net income (loss)         $ 200,083  $  94,447       $ 492,689  $(11,616,674)

 Add stock based employee
 compensation expense
 included in reported net
 income (loss)                     -          -               -     7,600,000

 Less stock based
 employee compensation
 expense determined under
 fair-value method                 -          -               -    (9,176,887)

                            --------   --------        --------    ----------
 Net income (loss),
   pro forma               $ 200,083  $  94,447       $ 492,689  $(13,193,561)
                            ========   ========        ========    ==========

 Average Shares
 outstanding - basic      61,152,194  58,209,972      61,152,194   33,399,660
                          ----------  ----------      ----------   ----------
 Basic earnings per
 share - as reported       $    0.00  $    0.00       $    0.01   $     (0.35)
                            ========   ========        ========    ==========
 Basic earnings per
 share - pro forma         $    0.00  $    0.00       $    0.01   $     (0.40)
                            ========   ========        ========    ==========


 Recent Accounting Pronouncements
 --------------------------------

 In December 2004 FASB issued Statement of Financial Accounting Standards No.
 123 (revised  2004), "Share-Based  Payment" ("SFAS  123(R)") which  requires
 companies to  recognize  in  the statement  of  operations  all  share-based
 payments to employees, including grants of  employee stock options based  on
 their fair  values.   Accounting for  share-based compensation  transactions
 using the intrinsic  method supplemented by  pro forma  disclosures will  no
 longer be permissible.  In April 2005  the  SEC  issued a  ruling that  SFAS
 123(R) is now effective for annual, rather than interim, periods that  begin
 for small pubic entities after  December 15, 2005.  The Company has not  yet
 completed its analysis of the impact of adopting SFAS 123(R).


 Earnings Per Share
 ------------------

 Basic earnings per share  is computed using the  weighted average number  of
 common shares outstanding during the period.  Diluted earnings per share  is
 computed using  the weighted  average number  of  common and,  if  dilutive,
 potential common shares  outstanding during  the period.   Potential  common
 shares consist of the incremental common  shares issuable upon the  exercise
 of stock options and the conversion  of the Company's convertible  preferred
 stock and notes payable.

 The following table sets forth the computation of basic and diluted net
 income per share:

                                  For the Three Months    For the Nine Months
                                     Ended April 30,        Ended April 30,
                                 --------------------------------------------
                                     2006       2005        2006       2005
                                 --------------------------------------------
 Numerator
 Numerator for basic earnings
   per share - net income
   (loss)                       $ 200,083   $  94,447   $ 492,689 $(11,616,674)
 Effect of dilutive securities
   on net income                   83,067      80,000     254,800            -
                                 --------    --------    --------  -----------
 Numerator for diluted earnings
   per share                    $ 283,150   $ 174,447   $ 747,489 $(11,616,674)
                                 ========    ========    ========  ===========

 Denominator
 Denominator for basic
   earnings per share          61,152,194   58,209,972  61,152,194   33,399,660
 Convertible note payable               -    2,400,000           -            -
 Effect of dilutive securities 28,000,000   28,000,000  28,000,000            -
 Convertible preferred stock  193,829,000  193,829,000 193,829,000            -
                              -----------  ----------- -----------  -----------
 Denominator for diluted
   earnings per share         282,981,194  282,438,972 282,981,194   33,399,660
                              ===========  =========== ===========  ===========

 Basic earnings per share       $    0.00    $    0.00   $    0.01    $   (0.35)
                                 ========     ========    ========     ========

 Diluted earnings per share     $    0.00    $    0.00   $    0.00    $   (0.35)
                                 ========     ========    ========     ========

 Warrants to purchase a total of 531,667 shares of common stock were excluded
 from the  calculation of  diluted earnings  per share  because the  exercise
 prices were greater than the average  market prices and the effect would  be
 antidilutive.  Options to  purchase 40,000,000 shares  of common stock  were
 not considered as potentially dilutive securities because no new shares will
 be issued upon exercise of the options.  Also see Note 10.

 The Company currently does not have a sufficient number of authorized shares
 of common  stock to  allow for  the  conversion of  all of  its  outstanding
 convertible securities.


 NOTE 3 - CONCENTRATIONS OF RISK

 At April 30, 2006,  four customers  accounted for approximately  47% of  the
 total accounts receivable.  For the three  and  nine months ended  April 30,
 2006, respectively, these customers accounted for approximately  58% and 57%
 of net sales  respectively.  For the three and nine  months ended  April 30,
 2005, these customers accounted for approximately 50% and 51% of net  sales,
 respectively.


 NOTE 4 - MERGER

 On November 24, 2004  a wholly owned subsidiary  of the Company merged  with
 Best Circuit Boards, Inc., d/b/a Lone Star Circuits "LSC"),  and  LSC became
 a wholly owned  subsidiary  of  the Company.  Brad  Jacoby  ("Jacoby"),  the
 beneficial owner of LSC, acquired a controlling interest in the Company. The
 transaction has  been accounted  for as  a reverse  merger (the  transaction
 being referred to in this quarterly report as the "Merger").  This means the
 Merger has been treated  as if LSC acquired  the Company and,  consequently,
 the historical financial statements of  LSC became the historical  financial
 statements of the Company for all periods presented.


 NOTE 5 - INCOME TAXES

 The income tax provision for the three and nine month periods ended April
 30, 2006 consists of the following:

                                  For the three months   For the nine months
                                     ended April 30         ended April 30
                                 --------------------------------------------
                                     2006       2005        2006       2005
                                 --------------------------------------------

 Current expense               $ 251,443   $  51,953    $ 281,766   $  51,953

 Deferred expense              $(124,012)  $ (12,660)   $   2,291   $  58,613
                                --------    --------     --------    --------
                               $ 127,431   $  39,293    $ 284,057   $ 110,566
                                ========    ========     ========    ========

 Significant temporary differences  used in the  computation of deferred  tax
 assets and liabilities at April 30, 2006 are as follows:

 Deferred tax assets, current
   Allowance for bad debts                          $     9,615
   Accrued vacation                                      94,986
   Accrued bonus                                         51,139
   Accrued Interest                                      10,352
                                                     ----------
                                                    $   166,092
                                                     ==========
 Deferred tax assets (liabilities), non-current
   Depreciation of property and equipment           $  (266,363)
   Net operating loss carry forwards                  2,957,682
   Valuation allowance                               (2,957,682)
   Customer base                                     (1,319,270)
                                                     ----------
                                                    $(1,585,633)
                                                     ==========

 In assessing the  realization of deferred  tax assets, management  considers
 whether it is  more likely than  not that some  or all of  the deferred  tax
 assets will  not be  realized.   The ultimate  realization of  deferred  tax
 assets is dependent upon the existence of, or generation of,  taxable income
 in  the  periods  in  which  those  temporary  differences  are  deductible.
 Management considers  the scheduled  reversal of  deferred tax  liabilities,
 projected future taxable income and tax  planning strategies in making  this
 assessment.  Based upon historical taxable income and projections of  future
 taxable income  over  the periods  in  which  the deferred  tax  assets  are
 deductible, management does not believe that additional valuation allowances
 are necessary as of April 30, 2006.

 At April 30, 2006,  the Company  had tax net  operating loss carry  forwards
 ("NOLs") of approximately  $7,998,588 that  begin to  expire in  2018.   The
 utilization of these NOLs  is limited due  to the change  in ownership of  a
 majority of the  outstanding shares  of the  Company on  November 24,  2004.
 During the three and nine months ended April 30, 2006, the Company  utilized
 NOLs totaling $471,960, resulting in a  decrease in the valuation  allowance
 in the amount  of $173,880.   The decrease  to the  valuation allowance  was
 recorded as  an  adjustment to  goodwill  as the  allowance  was  originally
 recorded in connection with the Merger.


 NOTE 6 - LINE OF CREDIT

 The Company has a $2 million line  of credit agreement ("LOC") with a  bank,
 which is due on demand,  bears interest at the  bank's prime rate (6.98%  at
 April 2006) and matures  October 31, 2006.   The LOC  is subject to  certain
 financial and other  covenants, is collateralized  by all  of the  Company's
 accounts receivable and inventory, and is  subject to a guarantee by  Jacoby
 in an event of  default under the security  agreement.  On October 28, 2005,
 the Company entered  into a  credit facility with  a bank  for a  $2,250,000
 five-year term loan (the "Term Loan"). The security arrangement for the Term
 Loan was also written to encompass the LOC.  Under the terms of the security
 agreement the Term Loan is collateralized by all of the Company's  equipment
 and the  LOC  is collateralized  by  the Company's  inventory  and  accounts
 receivable. The Term  Loan bears  interest  at  LIBOR + 2.15%, provides  for
 monthly principal payments of $37,500 plus accrued interest, and matures  on
 October 31, 2010.   Both the Term Loan  and the LOC  are subject to  certain
 financial and  other covenants.   An  event of  default under  the  security
 agreement  will  trigger  a  $2,000,000 personal  guarantee  of Jacoby.  The
 Company received the cash proceeds from  the Term Loan on  November 4, 2005.
 The proceeds were used to pay down  the outstanding balance on the LOC  and,
 coupled with the LOC, will fund working capital.


 NOTE 7 - NOTES PAYABLE

 Long-term debt consists of the following at April 30, 2006:

  Note payable to financial institution payable in monthly
  installments of $37,500 including interest at Libor + 2.15%,
  matures October 31, 2010, collateralized by equipment           $ 2,025,000

  Other                                                                24,075
                                                                   ----------

                                                                    2,049,075
     Less current maturities of long-term debt                       (389,878)
                                                                   ----------
     Total long-term debt, less current maturities                $ 1,659,197
                                                                   ==========


 NOTE 8 - NOTES PAYABLE TO RELATED PARTY

 On November 24, 2004, the Company issued convertible promissory notes in the
 principal amounts of $1 million and $3.2 million (collectively, the "Notes")
 to Jacoby in conjunction with the Merger.  The Notes bore interest at 8% and
 were convertible into  common stock  at any time  at a  conversion price  of
 $0.15 per share.  Interest on the $1 million note was payable semi-annually,
 and the principal balance was due  November 30, 2007.  Interest on the  $3.2
 million notes  was payable  monthly, and  the principal  was originally  due
 February 28, 2005,  and later extended  to  July 31, 2005.  The  Notes  were
 secured by all assets of  the Company and LSC,  by the outstanding stock  of
 LSC  and  by the Company  common stock owned  by D. Ronald Allen  ("Allen"),
 former chief executive officer, controlling shareholder and director of  the
 Company.  On October 28, 2005,  both the Notes were refinanced and  combined
 into a single note  (the "New Note"), bearing  interest at 8% payable  semi-
 annually, with  the principal  due September  30,  2008.   The New  Note  is
 convertible under  the same  terms and  secured by  the same  assets as  the
 Notes.


 NOTE 9 - RELATED PARTY TRANSACTIONS AND GUARANTEES

 The Company leases both of its operating facilities from JACCO  Investments,
 Inc. ("JACCO") an entity majority owned by Mr. Jacoby and his wife.  For the
 three and nine months  ended April 30, 2006  and 2005, the Company  incurred
 lease expense totaling  $225,000 for the  three month and  $675,000 for  the
 nine month periods, respectively,  related to these  operating  leases.  LSC
 began leasing its operating facilities from JACCO in 2001.  The terms of the
 leases are for fifteen and ten  year periods ending  in  2010 and 2017.  LSC
 has guaranteed  payment  of  mortgage  notes  owed  by  JACCO  to  financial
 institutions.  At April 30, 2006, amounts owed by JACCO under mortgage  note
 arrangements guaranteed by  the Company and  by Jacoby individually  totaled
 approximately $4,800,000.  In the event that JACCO defaults on any of  these
 loans, the Company  would be  required to make  cash payments  equal to  the
 unpaid principal portion of  the mortgage notes  plus all accrued  penalties
 and interest.  The terms of the guarantees run concurrent with the notes and
 expire February 2010 and  January 2017.  The  guarantees do not contain  any
 recourse provisions or  collateral for  the Company  in the  event that  the
 guarantee payments are made.  The  current carrying amount of the  liability
 is $0.

 Primarily because of the common control  between the Company and JACCO,  the
 guarantee of the indebtedness on the leased JACCO property and the  pledging
 of personal assets  of Jacoby and  his wife as  collateral for  the debt  of
 JACCO, the  Company is  exposed to  the  risk that  it  may be  required  to
 subsidize losses  of JACCO.  The mortgages  guaranteed  by the  Company  are
 secured by  the  leased  real  estate having  an  estimated  fair  value  of
 approximately $7 million.  The maximum exposure for the Company would be the
 carrying amount  of  the  variable-rate bank  loan  of  JACCO,  however  the
 Company's normal monthly lease payments under the lease agreement  discussed
 above are  sufficient  to cover  the  principal amounts  guaranteed  by  the
 Company.


 NOTE 10 - STOCK OPTIONS AND WARRANTS

 As of April 30,  2006, there were 500,000  outstanding warrants to  purchase
 common stock held by  certain employees.  These  warrants  have  an exercise
 price of $0.75 per share and expire November 5, 2009.

 As of April  30, 2006, there  were 31,667 outstanding  warrants to  purchase
 common stock held by debt holders.  These warrants have an exercise price of
 $1.50 per share and expire February 8, 2011.


 NOTE 11 - COMMITMENTS AND CONTINGENCIES

 Litigation
 ----------

 The Company is  party to  the various legal  proceedings  noted  below.  The
 Company  believes   that  the   ultimate  outcome   of  these   proceedings,
 individually and in the aggregate, will  not have a material adverse  effect
 on its  financial  position or  overall  trends in  results  of  operations,
 litigation is subject to inherent uncertainties.   If an unfavorable  ruling
 were to occur, there exists the possibility of a material adverse impact  on
 (1) net income in the period in which the ruling occurs and (2) business and
 financial conditions.

 On December 5, 2005, IPS and LSC  sued D. Ronald Allen and several  entities
 affiliated with Allen in the 116th Judicial District Court of Dallas County,
 Texas. IPS and  LSC assert  claims against  Allen for,  among other  things,
 fraud, breach of contract and indemnity arising out of the Merger Agreement.
 LSC seeks indemnity from  Allen for approximately  $573,000 pursuant to  the
 Merger Agreement, which  amount represents  the settlement  payment made  to
 Legacy Bank and the attorneys' fees incurred in the C-Gate lawsuit. LSC also
 seeks  indemnity  for  other   as-yet  unliquidated  claims  for   potential
 indemnifiable costs.  IPS  and LSC  assert  claims for  constructive  trusts
 against the entity defendants regarding the  IPS common stock held by  those
 entities as of the date of the closing of the Merger Agreement. IPS and  LSC
 assert that some  or all  of the  common stock  held by  these entities  was
 required to  be  tendered  into  escrow in  order  to  satisfy  claims  from
 indemnifiable costs under  the Merger Agreement.  The parties are  currently
 conducting discovery, and the trial in the case is set for January 8, 2007.

 On July 8, 2005, The Law Offices of Gregory W. Mitchell, P.L.L.C. (the  "Law
 Firm") and Gregory W.  Mitchell, (individually "Mitchell," and  collectively
 with the Law Firm,  the "Mitchell Plaintiffs"), the  sole member of the  Law
 Firm, sued IPS in the 160th Judicial District Court of Dallas County, Texas.
 The Mitchell Plaintiffs allege that IPS  entered into a fee agreement  under
 which the Law Firm was to provide all legal services for IPS in exchange for
 which IPS was to pay the  Law Firm, each month  for two years, $10,000  cash
 plus IPS  common  stock with  a  current value  of  $15,000.   The  Mitchell
 Plaintiffs allege  that,  after  several  months,  IPS  repudiated  the  fee
 agreement without cause.  The  Law Firm seeks to recover the remaining  fees
 due under the fee agreement, approximately $200,000 in cash and $315,000  in
 Common Stock, plus  attorneys' fees. IPS  disputes the claims  and plans  to
 vigorously defend  the  lawsuit.  The  Company  has  asserted  counterclaims
 against the  Mitchell  Plaintiffs  for  breach  of  fiduciary  duty  seeking
 rescission of the fee agreement, professional negligence, and breach of  the
 fee agreement. The trial in the case is set for July 31, 2006.

 On November 18, 2003, Gehan Properties  II, Ltd. ("Gehan") sued IPS,  Allen,
 and several former IPS subsidiaries in  the 95th Judicial District Court  of
 Dallas County,  Texas.  Gehan  alleges fraudulent  transfer  claims  and  is
 seeking $259,652 plus attorneys' fees and interest. Gehan alleges that IPS's
 former subsidiary  Performance Interconnect  Corp. fraudulently  transferred
 its   stock  in  two  entities.   PC  Dynamics  of  Texas,  Inc.  and  Varga
 Investments, Inc., to  IPS in  December 1999.  IPS disputes  the claims  and
 plans to vigorously defend the lawsuit. Among other things, IPS asserts that
 the stock transferred to IPS was worthless at the time of the transfers  and
 therefore the transfers do not constitute fraudulent transfers. The  parties
 are currently conducting discovery  and the trial in  the case is  scheduled
 for October 9, 2006.


 ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                          Forward Looking Statements

      This report  may contain  "Forward Looking  Statements" which  are  our
 expectations,  plans  and   projections,  including  statements   concerning
 expected income and  expenses and  the adequacy of  our sources  of cash  to
 finance current  and  future  operations.   These  expectations,  plans  and
 projections may or may not materialize and are subject to various risks  and
 uncertainties.  Factors  which  could  cause  actual results  to  materially
 differ  from  our  expectations  include  the  following:  general  economic
 conditions and growth  in the high  tech industry;  competitive factors  and
 pricing pressures;  changes  in  product mix;  the  timely  development  and
 acceptance of  new  products; the  effects  of the  contingencies  described
 herein; the  availability of  capital; loss  of key  suppliers,  significant
 customers or key  management personnel; payment  defaults by our  customers;
 changes in  our  business  strategy or  development  plans;  and  the  risks
 described from time  to time in  our other filings  with the Securities  and
 Exchange Commission ("SEC").  When  used in  this report,  the words  "may,"
 "will,"   "believe,"   "expect,"   "project,"   "anticipate,"    "estimate,"
 "continue," "intend"  and  similar  expressions  are  intended  to  identify
 forward-looking statements.  These forward-looking statements speak only  as
 of the date of this report, and we have based our forward-looking statements
 on our current assumptions  and expectations about future  events.  We  have
 expressed our assumptions  and expectations in  good faith,  and we  believe
 there is a reasonable basis  for them.  However,  we cannot assure you  that
 our assumptions and expectations  will prove to be  accurate.  We  expressly
 disclaim any obligation or  undertaking to release  publicly any updates  or
 change  in  our  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

      IPS, through its  wholly owned subsidiary  LSC, designs, engineers  and
 manufactures technologically advanced printed circuit boards.  Our customers
 are generally  high-end  commercial  companies, the  military  and  military
 suppliers.  The commercial  markets are  typically  characterized  by  time-
 sensitive, high technology prototypes  and short product  life  cycles.  The
 military markets  require special  certifications and  are characterized  by
 high reliability and advanced technology and in many cases are formalized by
 long-term contracts.

      Our principal products are complex multi-layer printed  circuit boards,
 including antenna  and  metalback radio  frequency circuit  boards.  Printed
 circuit boards serve as the basis  and foundation for electronic  equipment.
 The circuit  boards we  produce are  sold through  direct sales  people  and
 manufacturer's representatives  to  a  variety of  commercial  and  military
 markets.  The  commercial  markets  and  their  applications  include  power
 systems,  telecommunications,  computer   hardware,  consumer   electronics,
 instrumentation and controls.   The military  applications for our  products
 include satellite communications, avionics,  missiles, smart bombs,  defense
 systems, radar detection and test equipment.

      We  can  satisfy  all  stages  of  manufacturing   for  our  customers,
 from prototype  to volume production.  We  offer  our  customers design  and
 engineering assistance in the early stage of their design to ensure the most
 efficient and cost-effective  production  and  output.  We offer  quick-turn
 production, which  can mean  the manufacture  of a  custom-designed  circuit
 board in significantly compressed lead times, from as little as 24 hours  to
 10 days.  We can also manufacture small quantities of printed circuit boards
 to assist our customers in the design and testing of their new products.  As
 the product moves  through its  development life cycle,  we can  ramp up  to
 volume production.

      On November 24, 2004  a wholly owned subsidiary  of the Company  merged
 with Best  Circuit  Boards,  Inc., d/b/a  Lone  Star  Circuits  ("Lone  Star
 Circuits" or  "LSC"),  and LSC  became  a  wholly owned  subsidiary  of  the
 Company.  Brad Jacoby  ("Jacoby"), the beneficial owner  of LSC, acquired  a
 controlling interest in the Company. The transaction has been accounted  for
 as a reverse  merger (the transaction  being referred to  in this  quarterly
 report as the "Merger").  This means the  Merger has been treated as if  LSC
 acquired the Company and, consequently, the historical financial  statements
 of LSC became  the historical financial  statements of the  Company for  all
 periods presented.

      The  following  discussion  provides  information  to  assist  in   the
 understanding of our financial condition and  results of operations for  the
 three and nine months ended April 30, 2006 and  2005.  It should be read  in
 conjunction with the financial information for the year ended July 31, 2005,
 appearing in the Company's annual Form 10-KSB filed on January 5, 2006.

                            Results of Operations

      Revenues.  Net sales increased to $8,880,509 for the three months ended
 April 30, 2006, from $8,615,431 for the same period in 2005, a net  increase
 of $265,078 or 3.1%.  Net sales increased to $26,017,314 for the nine months
 ended April 30, 2006  from $22,972,424 for  the same period  in 2005, a  net
 increase of $3,044,890 or 13.3%.  We continue to see  strong  demand for our
 products  from  our   existing  original   equipment  manufacturer   ("OEM")
 customers.  Sales to our top ten customers increased by 10.1% and 21.3%  for
 the three and nine months ended April 30, 2006 respectively compared to  the
 same period in 2005.

      Gross Profit.  Gross profit for  the three months ended April 30,  2006
 was $1,829,649  compared to  $1,756,171  for the  same  period in  2005,  an
 increase of $73,478 or 4.2%.  Gross  profit for the nine months ended  April
 30, 2006 was $5,131,329,  versus a gross profit  of $3,917,188 for the  same
 period in 2005.  Gross margin improved to 21% and 20% for the three and nine
 months ended April  30, 2006 from  20% and 17%,  respectively, for the  same
 period in 2005.  The increase in gross margin  is due to (1) an increase  in
 sales resulting in fixed  costs being spread over  a larger number of  units
 produced, and (2)  consistent demand for  premium services, which  typically
 command a higher margin.

      Selling, general  and administrative  expenses.   Selling, general  and
 administrative ("SG&A")  expenses consist  primarily of  direct charges  for
 sales  promotion  and  marketing,  as  well   as  the  cost  of   executive,
 administrative  and   accounting  personnel,   and  related   expenses   and
 professional  fees.  SG&A  expense decreased  to  $1,293,535 for  the  three
 months ended April 30, 2006, from $1,350,710 for the same period in 2005,  a
 decrease of $57,175 or  4.2%, and decreased  from $10,743,008 to  $3,678,648
 for the nine months ended  April 30, 2005 and  2006, respectively.  For  the
 nine months ended April 30, 2006 the  decrease is primarily a result of  the
 recording of a non-cash compensation expense  of $7,600,000 in 2005  related
 to stock options  that is not  recurring during the  period ended April  30,
 2006  offset  by  an  increased  number  of  administrative  and  accounting
 personnel,  increased  employee   benefits  and   insurance  expenses,   and
 additional accounting, legal and other professional fees relating to (1) the
 ongoing integration of the merged entities and (2) filing and reporting as a
 public entity.  The decrease in recurring SG&A expense for the three  months
 ended April  30,  2006 is  primarily  attributable  to the  closure  of  the
 operating facility in Frisco offset by an increased number of administrative
 personnel, increased employee  benefits expenses,  increasing utilities  and
 property tax expense.

      Amortization of Customer  Base.  The  customer base was  recorded as  a
 result of the Merger on November 24, 2004 and accordingly,  amortization  in
 the amount of  $135,513 and $225,854 was recorded during the three and  nine
 months ended April 30, 2005.  Amortization expense increased to $406,539 for
 the nine months ended April 30, 2006, as a  result of a full nine months  of
 amortization in 2006.

      Other Income (Expense),  Net.   Other income  (expense), net,  includes
 interest expense on notes payable and  notes payable to related parties,  as
 well  as  income  from  reclaiming  scrap  material.  Other  (expense),  was
 ($136,208) and ($4,454,434) for  the three and nine  months ended  April 30,
 2005 and included  $4,200,000 in non-cash  interest expense  related to  the
 beneficial conversion feature  of the notes  payable to  related party  that
 were issued in November 2004 in connection with the merger. Other  (expense)
 decreased to ($73,087) and  ($269,398) for the three  and nine months  ended
 April 30, 2006 and  is a result  of interest expense  offset by income  from
 scrap reclaimation.

      Income Tax Provision.  The income  tax provision increased to  $284,057
 for the nine months ended April 30, 2006, from $110,566 for the same  period
 in the prior year. The increase in the  provision is due to the increase  in
 pre-tax income.

                       Liquidity and Capital Resources

      We  have  generally  financed  our  business  from  cash  generated  by
 operations and borrowings, and in prior periods our majority shareholder has
 loaned the Company operating capital at prevailing market rates of  interest
 or has guaranteed our indebtedness.  Our principal uses of cash have been to
 fund  working  capital,  meet   debt  service  requirements,  fund   capital
 expenditures and, during  the prior fiscal  year, to fund  Merger costs.  We
 expect that these  uses, with the  exception of funding  Merger costs,  will
 continue to be the principal demands on our cash in the future.

      We have current assets substantially in excess of current  liabilities.
 Based on our current level of  operations, we believe that cash provided  by
 operations along with funds available under our new five-year term loan (see
 "Indebtedness and guarantees" below) will be sufficient to fund our  working
 capital needs, finance  capital expenditures and  service our  debt for  the
 next twelve months and  beyond.  Capital expenditures  planned for the  next
 twelve months consist  of normal equipment  purchases necessary to  maintain
 current operating capacity and replace equipment  that may have reached  the
 end of its  useful life.   During the  current fiscal  quarter, our  capital
 expenditures included manufacturing equipment that will allow us to  improve
 the throughput and increase the level of technology required to keep up with
 the complex products our customers  design.  We have historically also  been
 able to obtain financing for  equipment acquisitions under operating  leases
 with provisions for installment purchases at the end of the lease terms.  We
 anticipate that we will continue to be able to obtain this type of financing
 for future equipment needs.

      Cash flows  from  operations.   Net  cash  of  $1,835,043  provided  by
 operations during  the  nine  months  ended  April  30,  2006  consisted  of
 $1,500,038 provided  by  net income  as  adjusted from  non-cash  items  and
 $335,005 provided by working capital.  This compares to net cash provided by
 operations of $1,289,608  during the same  period in the  prior year,  which
 consisted of $1,139,602  provided by net  income as  adjusted from  non-cash
 items, partially offset by $150,006 used in working capital.

      Cash used for  investing activities.   Net  cash of  $148,379 used  for
 investing activities during the nine months  ended April 30, 2006  consisted
 of purchases  of  equipment.    Net cash  of  $330,493  used  for  investing
 activities during the  same period in  the prior year  included $209,805  to
 fund Merger-related costs,  $78,762 cash  acquired through  the Merger,  and
 $199,451 for the purchase of property and equipment.

      Cash flows  from financing  activities.   Net  cash used  by  financing
 activities during the  nine months  ended April  30, 2006  was $189,722  and
 consisted of net payments of $453,599 on related party interest, payments of
 $530,563 on long-term debt and net increase in borrowings of $794,440 on the
 new bank note.   Net cash provided by  financing activities during the  same
 period in the prior year  included net borrowings on  our line of credit  of
 $945,560  and  collections  of  $37,972  on  advances  to  related  parties,
 partially offset by payments of $967,191 on long-term debt.

      Indebtedness and guarantees.  We have a $2 million line of credit  (the
 "LOC") described in Note 6 of our financial statements set forth in Part  I,
 Item 1 above.

      We have other indebtedness in the  amount of $2,049,075, some of  which
 was originally incurred by IPS prior  to the Merger. Current maturities  are
 $389,878.  Additionally,  we issued $4.2  million in convertible  promissory
 notes to Brad Jacoby in conjunction with the Merger in November 2004.  These
 notes were refinanced on October 28, 2005, and now bear 8% interest  payable
 semiannually, with the principal due September 30, 2008.

      On October 28, 2005 we entered into a credit facility with a bank for a
 $2,250,000 five-year  term loan  (the "Term  Loan").   The Term  Loan  bears
 interest at  LIBOR  + 2.15%,  provides  for monthly  principal  payments  of
 $37,500 plus accrued interest,  and matures on October  31, 2010.  The  Term
 Loan is collateralized  by all  of the Company's  equipment and  the LOC  is
 collateralized by the Company's inventory and accounts receivable.  Both the
 Term Loan and the LOC are subject to certain financial and other  covenants.
 An event of default under the  security agreement will trigger a  $2,000,000
 personal guarantee of Jacoby.  The Company received  the cash proceeds  from
 the Term Loan on November 4,  2005. The proceeds were  used to pay down  the
 outstanding balance on the LOC and, coupled with the LOC, will fund  working
 capital in the future.

      We expect that  cash generated from  operations will  be sufficient  to
 fund payments on our indebtedness as it becomes due, or that we will be able
 to refinance the debt under similar terms.

      We  have  guaranteed  certain  indebtedness  of  related  parties,   as
 described in Note 9 to our financial statements.


 ITEM 3.   CONTROLS AND PROCEDURES

      Evaluation of Disclosure Controls and Procedures.  Our management, with
 the participation  of  our  Chief  Executive  Officer  and  Chief  Financial
 Officer, has  reviewed and  evaluated the  effectiveness of  the design  and
 operation of our disclosure controls and procedures (as defined in Rule 13a-
 15(e) under the Securities Exchange Act of 1934) as of the end of the period
 covered by  this  report.  Management  has  concluded  that  our  disclosure
 controls and procedures are effective in ensuring that material  information
 is timely communicated  to appropriate management  personnel, including  the
 Chief  Executive  Officer  and  Chief  Financial  Officer,  to  enable  such
 personnel to evaluate information and determine the information required  to
 be included in our periodic SEC reports.


                         PART II - OTHER INFORMATION

 ITEM 1.   LEGAL PROCEEDINGS

 On December 5, 2005, IPS and LSC  sued D. Ronald Allen and several  entities
 affiliated with Allen in the 116th Judicial District Court of Dallas County,
 Texas. IPS and  LSC assert  claims against  Allen for,  among other  things,
 fraud, breach of contract and indemnity arising out of the Merger Agreement.
 LSC seeks indemnity from  Allen for approximately  $573,000 pursuant to  the
 Merger Agreement, which  amount represents  the settlement  payment made  to
 Legacy Bank and the attorneys' fees incurred in the C-Gate lawsuit. LSC also
 seeks  indemnity  for  other   as-yet  unliquidated  claims  for   potential
 indemnifiable costs.  IPS  and LSC  assert  claims for  constructive  trusts
 against the entity defendants regarding the  IPS common stock held by  those
 entities as of the date of the closing of the Merger Agreement. IPS and  LSC
 assert that some  or all  of the  common stock  held by  these entities  was
 required to  be  tendered  into  escrow in  order  to  satisfy  claims  from
 indemnifiable costs under  the Merger Agreement.  The parties are  currently
 conducting discovery, and the trial in the case is set for January 8, 2007.

 On July 8, 2005, The Law Offices of Gregory W. Mitchell, P.L.L.C. (the  "Law
 Firm") and Gregory W.  Mitchell, (individually "Mitchell," and  collectively
 with the Law Firm,  the "Mitchell Plaintiffs"), the  sole member of the  Law
 Firm, sued IPS in the 160th Judicial District Court of Dallas County, Texas.
 The Mitchell Plaintiffs allege that IPS  entered into a fee agreement  under
 which the Law Firm was to provide all legal services for IPS in exchange for
 which IPS was to pay the  Law Firm, each month  for two years, $10,000  cash
 plus IPS  common  stock with  a  current value  of  $15,000.   The  Mitchell
 Plaintiffs allege  that,  after  several  months,  IPS  repudiated  the  fee
 agreement without cause. The  Law Firm seeks to  recover the remaining  fees
 due under the fee agreement, approximately $200,000 in cash and $315,000  in
 Common Stock, plus  attorneys' fees. IPS  disputes the claims  and plans  to
 vigorously defend  the  lawsuit.  The  Company  has  asserted  counterclaims
 against the  Mitchell  Plaintiffs  for  breach  of  fiduciary  duty  seeking
 rescission of the fee agreement, professional negligence, and breach of  the
 fee agreement. The trial in the case is set for July 31, 2006.

 On November 18, 2003, Gehan Properties  II, Ltd. ("Gehan") sued IPS,  Allen,
 and several former IPS subsidiaries in  the 95th Judicial District Court  of
 Dallas County,  Texas.  Gehan  alleges fraudulent  transfer  claims  and  is
 seeking $259,652 plus attorneys' fees and interest. Gehan alleges that IPS's
 former subsidiary  Performance Interconnect  Corp. fraudulently  transferred
 its stock in two entities. PC Dynamics of Texas, Inc. and Varga Investments,
 Inc., to  IPS  in  December 1999.  IPS  disputes  the claims  and  plans  to
 vigorously defend  the lawsuit.  Among other  things, IPS  asserts that  the
 stock transferred to  IPS was  worthless at the  time of  the transfers  and
 therefore the transfers do not constitute fraudulent transfers. The  parties
 are currently conducting discovery  and the trial in  the case is  scheduled
 for October 9, 2006.


 ITEM 5.   OTHER INFORMATION

 Our Common Stock  was traded over-the-counter through  December 21, 2005  on
 the  OTC  Bulletin  BoardR  (OTCBB)  under  the  symbol  "IPFS.OB"  and  was
 subsequently moved to the Pink Sheets,  trading under the symbol  "IPFS.PK",
 for failure to timely  file the annual  report on Form  10-KSB.  The  annual
 report on Form  10-KSB was filed  on January 5,  2006.  The  Company is  now
 current in its  filings with  the SEC  and is  eligible for  trading on  the
 OTCBB.


 ITEM 6.   EXHIBITS

  Exhibit
  Number   Description of Exhibit
  -------  ----------------------

   3.1*    Certificate of Incorporation of Espo's, Inc. filed with the New
           York Secretary of State, November 29, 1990 (filed as Exhibit 3.1
           to the Company's Registration Statement on Form 10-SB (File No.
           000-30794), filed on April 12, 2000).

   3.2*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, July 17,
           1998 (filed as Exhibit 3.2 to the Company's Registration
           Statement on Form 10-SB (File No. 000-30794), filed on April 12,
           2000).

   3.3*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, October 27,
           1998 (filed as Exhibit 3.3 to the Company's Registration
           Statement on Form 10-SB (File No. 000-30794), filed on April 12,
           2000).

   3.4*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, March 20,
           2000 (filed as Exhibit 3.4 to the Company's Registration
           Statement on Form 10-SB (File No. 000-30794), filed on April 12,
           2000).

   3.5*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, April 4,
           2001 (filed as Exhibit 3.6 to the Company's Current Report on
           Form 8-K filed April 27, 2001).

   3.6*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, August 12,
           2002 (filed as Exhibit 3.7 to the Company's Annual Report on
           Form 10-KSB for the fiscal year ended November 30, 2003, filed
           April 19, 2004).

   3.7*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, February 10,
           2003 (filed as Exhibit 3.8 to the Company's Annual Report on
           Form 10-KSB for the fiscal year ended November 30, 2003, filed
           April 19, 2004).

   3.8*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, May 30, 2003
           (filed as Exhibit 3.9 to the Company's Annual Report on Form 10-
           KSB for the fiscal year ended November 30, 2003, filed April 19,
           2004).

   3.9*    Certificate of Amendment of Certificate of Incorporation of the
           Company filed with the New York Secretary of State, December 28,
           2004 (filed as Exhibit 4.1 to the Company's Amendment to Current
           Report on Form 8-K/A filed February 7, 2005).

  3.10*    Bylaws of the Company (filed as Exhibit 3.5 to the Company's
           Registration Statement on Form 10-SB (File No. 000-30794), filed
           on April 12, 2000).

  31.1**   Certification of Brad Jacoby, President and Chief Executive
           Officer, pursuant to Rules 13-14(a) and 15d-14(a) of the
           Securities Exchange Act of 1934, as adopted pursuant to Section
           302 of the Sarbanes-Oxley Act of 2002.

  31.2**   Certification of Brad J. Peters, Vice President and Chief
           Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a)
           of the Securities Exchange Act of 1934, as adopted pursuant to
           Section 302 of the Sarbanes-Oxley Act of 2002.

   32**    Certifications of Brad Jacoby, President and Chief Executive
           Officer, and Brad J. Peters, Vice President and Chief Financial
           Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002.

 *    Incorporated herein by reference  to the respective filings  identified
      above.

 **   Filed herewith.



                                  SIGNATURE

      In accordance with the requirements of  the Securities Exchange Act  of
 1934, the registrant caused this  report to be signed  on its behalf by  the
 undersigned, thereunto duly authorized.

                               INTEGRATED PERFORMANCE SYSTEMS, INC.
                               (Registrant)



 Date: June 12, 2006      By:  /s/ BRAD J. PETERS
                          Brad J. Peters
                          Vice President and Chief Financial Officer
                          (Principal Financial Officer and Principal
                          Accounting Officer)