QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                    TO THE 1934 ACT REPORTING REQUIREMENTS

                                 FORM 10-QSB

                   U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

    (Mark One)

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

               For the quarterly period ended

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

        For the transition period from June 1, 2002, to August 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

                                                    August 31      August 31
                                                      2002           2001
                                                  ------------   ------------
 ASSETS                                            (Unaudited)    (Unaudited)

 Current assets:
   Cash                                          $       1,806  $      11,745
   Trade accounts receivable, net                      739,961      1,393,121
   Other receivables                                     7,208          6,073
   Inventory                                           720,400      1,421,339
   Prepaid expenses                                     21,268         40,999
                                                  ------------   ------------
      Total current assets                           1,570,643      2,873,277
                                                  ------------   ------------
 Property and equipment, net of depreciation         1,497,384      2,103,901
                                                  ------------   ------------
 Other assets:
   Goodwill, net of amortization                             -        488,420
   Loan origination fees, net of amortization            7,583         15,431
   Deposits                                             45,131          9,705
                                                  ------------   ------------
                                                        52,714        513,556
                                                  ------------   ------------
   Total assets                                  $   3,120,741  $   5,490,734
                                                  ============   ============

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:
   Bank overdraft                                $     386,241  $           -
   Short-term borrowings                             1,382,201      1,486,487
   Current maturities of long-term debt                      -      1,523,913
   Royalty payable                                           -        619,595
   Line of credit - related party                      101,461        375,000
   Note payable - related party                              -          5,593
   Accounts payable                                    579,473        401,924
   Accrued expenses                                  1,126,938        503,505
                                                  ------------   ------------
      Total current liabilities                      3,576,314      4,916,017
                                                  ------------   ------------
 Noncurrent liabilities:
   Long-term debt, net of current maturities            80,000         61,327

 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            133
 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        10,043,669      9,143,057
 Common stock; par value $0.01; 25,000,000
   shares authorized, 18,987,548 shares issued,
   6,939,948 shares outstanding                         69,875         60,135
 Additional paid-in capital, common stock            1,012,821        444,091
 Treasury stock; 12,000,000 shares                           -              -
 Accumulated deficit                               (11,662,131)    (9,134,071)
                                                  ------------   ------------
   Total stockholders' equity (deficit)               (535,573)       513,389
                                                  ------------   ------------
      Total liabilities and stockholders'
        equity (deficit)                         $   3,120,741  $   5,490,734
                                                  ============   ============

                 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            Nine            Nine
                                     Months Ended    Months Ended    Months Ended    Months Ended
                                   August 31, 2002 August 31, 2001 August 31, 2002 August 31, 2001
                                      ----------      ----------      ----------      ----------
                                     (Unaudited)      (Unaudited)     (Unaudited)     (Unaudited)
 <S>                                 <C>             <C>             <C>             <C>
 Net sales                           $ 1,470,640     $ 2,713,333     $ 4,703,418     $ 6,090,915

 Cost of sales                         1,023,041       2,566,203       4,122,430       6,548,898
                                      ----------      ----------      ----------      ----------
 Gross profit (loss)                     447,599         147,130         580,988        (457,983)
                                      ----------      ----------      ----------      ----------
 Expenses:
   General and administrative            426,425         768,873       1,172,783       1,977,905
   Depreciation and amortization           5,802           7,420           9,652          22,260
   Loss on disposal of equipment               -               -               -               -
                                      ----------      ----------      ----------      ----------
                                         432,227         776,293       1,182,435       2,000,165

  Income (loss) from operations           15,372        (629,163)       (601,447)     (2,458,148)
                                      ----------      ----------      ----------      ----------
 Other income (expense):
   Interest expense                      (72,445)       (197,994)       (352,505)       (450,246)
   Miscellaneous income (expense)              3               -           9,513              75
                                      ----------      ----------      ----------      ----------
                                         (72,442)       (197,994)       (342,992)       (450,171)

 Loss before provision
   for income taxes                      (57,070)       (827,157)       (944,439)     (2,908,319)

 Provision for income taxes                    -               -               -               -
                                      ----------      ----------      ----------      ----------
 Net loss                            $   (57,070)    $  (827,157)    $  (944,439)    $(2,908,319)
                                      ==========      ==========      ==========      ==========
 Loss available to common stock      $  (604,720)    $  (996,254)    $(2,420,889)    $(3,627,419)
                                      ==========      ==========      ==========      ==========
 Loss per share - basic              $     (0.09)    $     (0.17)    $     (0.37)    $     (0.60)
                                      ==========      ==========      ==========      ==========
 Loss per share - diluted            $     (0.08)    $     (0.17)    $     (0.35)    $     (0.60)
                                      ==========      ==========      ==========      ==========

                 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

                                                         Nine Months Ended August 31,
                                                             2002             2001
                                                         -----------      -----------
                                                         (Unaudited)      (Unaudited)
 <S>                                                    <C>              <C>
 Cash flows from operating activities:
   Net loss                                             $   (944,440)    $ (2,908,319)
                                                         -----------      -----------
   Adjustments to reconcile net loss to net cash
   used in operating activities:
      Depreciation and amortization                          344,011          394,874
      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     478,872         (394,970)
        Decrease in other receivables                        (79,369)          15,416
        Increase in inventory                                130,885         (381,240)
        (Increase) decrease in prepaid expenses                 (458)          21,492
        (Increase) decrease in other assets                    1,019           (2,425)
        Increase (decrease) in accounts payable               36,961          445,567
        Increase in accrued expenses                        (219,679)         768,188
                                                         -----------      -----------
        Total adjustments                                    755,630          951,902
                                                         -----------      -----------
 Net cash used in operating activities                      (188,810)      (1,956,417)

 Cash flows from investing activities:
   Acquisition of property and equipment                      (8,697)         (55,441)
   Proceeds from sale of property and equipment               21,213                -
                                                         -----------      -----------
 Net cash provided by (used in) investing activities          12,516          (55,441)

 Cash flows from financing activities:
   Proceeds from sale of stock                               379,113          557,000
   Return of capital                                         (17,501)        (301,791)
   Proceeds from notes payable and short-term borrowings   1,490,776        6,651,471
   Payments on notes payable and short-term borrowings    (1,596,787)      (6,122,169)
   Proceeds from long-term debt                                  462           30,000
   Payments on long-term debt                                      -           (9,060)
   Proceeds from line of credit - related party                    -        3,674,476
   Payments on line of credit - related party               (131,357)      (2,470,005)
   Proceeds from note payable - related party                      -          229,272
   Payments on notes payable - related party                       -         (229,272)
                                                         -----------      -----------
 Net cash provided by financing activities                   124,706        2,009,922
                                                         -----------      -----------
 Increase (decrease) in cash                                 (51,588)          (1,936)

 Cash, beginning of period                                    53,394           13,681
                                                         -----------      -----------
 Cash, end of period                                    $      1,806     $     11,745
                                                         ===========      ===========
 Supplemental cashflow information:
   Interest paid                                        $    298,387     $    287,023
                                                         ===========      ===========

                 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
                         August 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:

                                        August 31,
                              -------------------------------
                                  2002              2001
                               (Unaudited)       (Unaudited)
                              -------------     -------------
 Finished goods              $            -    $            -
 Work in progres                    304,873           798,470
 Raw materials                      415,527           622,869
                              -------------     -------------
 Total inventory             $      720,400    $    1,421,339
                              =============     =============


 CASH FLOW INFORMATION

 Non cash transactions

 At August 31,  2002, dividends of  approximately $547,650  were included  in
 accrued expenses.

 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 nine  months ended August  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
 August 31, 2002 and August 31,  2001, the weighted average number of  shares
 outstanding was 6,611,028 and 5,989,011,  respectively, for the nine  months
 ended and 6,987,548 and 6,013,530, respectively, for the third quarter.

 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 August 31, 2002 and August 31, 2001, the weighted
 average  number  of  shares   outstanding  were  6,840,460  and   5,945,600,
 respectively, for  the  nine  months  ended  and  7,216,980  and  6,013,530,
 respectively, for the third quarter.


 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 and  growth  in the  high  tech
 industry; competitive factors and pricing pressures; change in product  mix;
 and the timely development and acceptance  of new products.  These  forward-
 looking statements speak only as  of the date of  this filing.  The  Company
 expressly disclaims any  obligation or undertaking  to release publicly  any
 updates or change in its expectations or any change in events, conditions or
 circumstances on which  any such  statement may be  based except  as may  be
 otherwise required by the securities laws.


 Overview

      Integrated  Performance  Systems,  Inc.  (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  August 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 August 31, 2002.


 Results of Operations

      Revenues   Sales  for the  nine  months  ending August  31,  2002  were
 $4,703,418 a decrease of 22.78% over sales of $6,090,915 for the  comparable
 period  in  2001.  Sales  for  the  quarter  ending  August  31,  2002  were
 $1,470,640, a decrease of 45.80% from sales of $2,713,333 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 nine months ending  August
 31, 2002 was $580,988, versus  a gross loss of  $457,983 in the same  period
 last year.  For  the quarter ending  August 31, 2002,  the gross profit  was
 $447,599 compared to a gross profit of $147,130 in the same quarter of 2001.
  The decrease in loss  is attributed to the  fact that operating costs  were
 greatly reduced in the  fourth quarter of 2001  and remained steady  through
 the third quarter of 2002.

      Operating  Expenses    For   the  nine-month  periods,  expenses   were
 $1,182,435 for 2002  versus $2,000,165  for 2001.   For  the quarter  ending
 August 31, 2002, operating expenses were  $432,227 compared to $776,293  for
 the comparable quarter of 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  nine-month period, expenses  were
 $342,992 for 2002 versus $450,171 for  2001.  For the quarter ending  August
 31, 2002,  net  other expense  was  $72,442  compared to  $197,994  for  the
 comparable quarter of 2001. These amounts reflect a decrease in debt  levels
 at the Company during the respective periods and other miscellaneous  income
 and expense items.

      Liquidity and Cash  Resources  For  the nine months  ending August  31,
 2002 the company reported a net loss of $944,439, as compared to the loss of
 $2,908,319 for the comparable period in 2001.  For the quarter ending August
 31, 2002, The Company  reported a net  loss of $57,070,  as compared to  the
 loss of $827,157 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 to show  a continued increase  in
 profitability for the remainder of its year ended November 30, 2002.

      Cash resources  of $188,810,  were used  for operations  for the  nine-
 months ending August 31, 2002, with net purchases and proceeds from the sale
 of property and equipment being $12,516, netting a total usage of  $176,294.
 For the nine months ended  August 31, 2001 cash flows were $1,956,417  usage
 from operations, and $55,441 usage for investment, totaling a cash usage  of
 $2,011,858.  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 current  fiscal year proceeds  from the sale  of property  and
 equipment were the result of selling certain impaired assets.


                                  Other Matters

 Cash Flow

      During the quarter ending August 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  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.

                          PART II - OTHER INFORMATION

 Item 6. Exhibits

 Ex. 2.1   Agreement and Plan  of Reorganization by  and between  Performance
           Interconnect Corp, its undersigned shareholders and Espo's Inc   *
 Ex. 3.1   Certificate of Incorporation filed in the Office of the  Secretary
           of State of the State of New York, November 29, 1990.            *
 Ex. 3.2   Certificate of Amendment of Certificate of Incorporation  filed in
           the Office of  the Secretary of  State of the  State of New  York,
           July 17, 1998.                                                   *
 Ex. 3.3   Certificate of Amendment of Certificate of Incorporation  filed in
           the Office of  the Secretary of  State of the  State of New  York,
           October 27, 1998.                                                *
 Ex. 3.4   Certificate of Amendment of Certificate of Incorporation  filed in
 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                                      *
 Ex. 99    Certification pursuant to 18  U.S.C.  Section 1350,  as adopted by
           Section 906 of the Sarbanes-Oxley Act of 2002                 ****

     *     Exhibits incorporated  by reference to the Company's  Registration
           Statement on  Form  10-SB (File No.  1-158211) filed on  April 12,
           2000.
     **    Exhibit  incorporated  by reference  to  the  Company's  Quarterly
           Report  for  Small  Business  Issuers  Subject  to  the  1934  Act
           Reporting Requirements filed on Form 10-QSB dated April 13, 2001.
     ***   Exhibit  incorporated  by reference  to  the  Current  Report  for
           Issuers Subject  to  the 1934 Act Reporting Requirements  filed on
           Form 8-K dated April 27, 2001.
     ****  Filed herewith.


                                 SIGNATURES

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


                                    INTEGRATED PERFORMANCE SYSTEMS, INC.

 Date: October 21, 2002             By: /s/ D. Ronald Allen,
                                        --------------------------

                                    D. Ronald Allen, Chief Financial Officer
                                    (Chairman of the Board and Duly
                                    Authorized Officer)